Wood Group (John)PLC Form 8 (DD) - John Wood Group PLC
April 26 2023 - 7:05AM
UK Regulatory
TIDMWG.
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT
(INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: David Miller Kemp
(b) Owner or controller of interests and short N/A
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s), settlor
and beneficiaries must be named.
(c) Name of offeror/offeree in relation to whose John Wood Group PLC
relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) Status of person making the disclosure: Person acting in concert with the
e.g. offeror, offeree, person acting in concert offeree (John Wood Group PLC)
with the offeror/offeree (specify name of offeror/
offeree)
(e) Date dealing undertaken: 24 April 2023
(f) In addition to the company in 1(c) above, is N/A
the discloser making disclosures in respect of any
other party to the offer?
If it is a cash offer or possible cash offer,
state "N/A"
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of the
offeror or offeree to which the disclosure relates following the dealing
Class of relevant security:
Interests Short positions
Number % Number %
(1) Relevant securities owned and/ 183,791 0.02 Nil -
or controlled:
(2) Cash-settled derivatives: Nil - Nil -
(3) Stock-settled derivatives Nil - Nil -
(including options) and agreements
to purchase/sell:
183,791 0.02 Nil -
TOTAL:
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors' and
other employee options)
Class of relevant Ordinary shares of 4 2/7p each
security in relation to
which subscription
right exists:
Details, including Long Term Plan (subject to performance conditions):
nature of the rights
concerned and relevant Number of Date of Vesting date Lapse Exercise
percentages: ordinary grant date price
shares (per
share)
275,061 26/03/2021 01/03/2026 N/A Nil
380,024 27/04/2022 20/03/2027 N/A Nil
596,039 18/04/2023 20/03/2028 N/A Nil
Long Term Plan (no longer subject to performance conditions):
Number of Date of Vesting Lapse Exercise
ordinary grant date date price
shares (per
share)
65,091 20/04/ 19/04/ 26/03/ Nil
(original 2018 2023 2024
award of
118,048
adjusted to
59,024 post
performance,
with 6,067
shares under
option added
for notional
dividends
accrued
during
performance
period
2018-2020)
38,898 02/05/ 10/03/ N/A Nil
(original 2019 2024
award of
146,084
adjusted to
36,521 post
performance,
with 2,377
shares under
option added
for notional
dividends
accrued
during
performance
period
2019-2021)
Annual Bonus Plan (not subject to performance conditions):
Number of Date of Vesting Lapse date Exercise
ordinary grant date price
shares (per
share)
30,312 01/04/2020 20/04/2022 30/06/2023 Nil
14,888 28/04/2022 15/03/2024 N/A Nil
52,349 18/04/2023 20/03/2025 N/A Nil
Employee Share Plan (not eligible for notional dividends):
Number of Date of Vesting Lapse Exercise
ordinary grant date date price (per
shares share)
15,549 28/04/2022 28/04/2024 N/A Nil
935 20/04/2023 28/04/2025 N/A Nil
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a
principal trader in the same group as a connected adviser)
Class of relevant Purchase/sale Number of securities Price per unit
security
Ordinary shares of Sold* 5,338 £2.23
4 2/7p each
*Award of nil-cost Matching Shares under the Wood Employee Share Plan and the
subsequent sale of sufficient shares to cover taxes
(ii) Principal trader where the sole reason for the connection is that
the principal trader is in the same group as a connected adviser
Class of relevant Purchases/ sales Total number of Highest price per Lowest price per
security securities unit paid/ unit paid/
received received
N/A N/A N/A N/A N/A
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per unit
relevant description e.g. opening/closing a reference
security e.g. CFD long/short position, securities
increasing/reducing a
long/short position
N/A N/A N/A N/A N/A
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry Option
relevant description purchasing, securities price per e.g. date money
security e.g. call selling, to which unit American, paid/
option varying etc. option European received
relates etc. per unit
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant Product Exercising/ Number of Exercise price
security description exercised against securities per unit
e.g. call option
N/A N/A N/A N/A N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, applicable)
conversion
Ordinary shares of Award of nil-cost Matching 10,873 NIL
4 2/7p each Shares under the Wood
Employee Share Plan
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may be
an inducement to deal or refrain from dealing entered into by the party to the
offer or person acting in concert making the disclosure and any other person:
Irrevocable commitments and letters of intent should not be included. If there
are no such agreements, arrangements or understandings, state "none"
None
(b) Agreements, arrangements or understandings relating to options or
derivatives
Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer or person acting in concert making the
disclosure and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state "none"
None
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 26 April 2023
Contact name: Martin J. McIntyre, Company Secretary
Telephone number: + 44 (0) 1224 851000
Public disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The Panel's Market Surveillance Unit is available for consultation in relation
to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
END
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