FOR IMMEDIATE RELEASE
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY
CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE
AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7
OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE,
NOR AS TO THE TERMS ON WHICH ANY OFFER MAY BE
MADE
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
8 May 2024
John Wood Group PLC ("Wood" or the "Group")
Response to speculation
The Board of Wood notes recent
speculation and confirms that it received an unsolicited,
preliminary and conditional proposal from Dar Al-Handasah
Consultants Shair and Partners Holdings Ltd ("Sidara"), regarding a
possible cash offer to acquire the entire issued and to be issued
ordinary share capital of Wood (the "Proposal").
The Proposal was received on 30
April 2024 and proposed an offer price of 205 pence per Wood share.
The Board carefully considered the Proposal, together with its
financial advisers, and concluded that it fundamentally undervalued
Wood and its future prospects. Accordingly, the Board rejected the
Proposal unanimously on 8 May 2024.
There can be no certainty that any
offer will be made for the Company, nor as to the terms of any such
offer, should one be made.
Any offer for Wood is governed by
the Code. Under Rule 2.6(a) of the Code, Sidara must, by not later
than 5.00 p.m. on 5 June 2024, either announce a firm intention to
make an offer for Wood in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline can be extended with the consent
of the Panel in accordance with Rule 2.6(c) of the Code.
The person responsible for arranging
the release of this announcement on behalf of Wood is Martin
McIntyre, Company Secretary.
This announcement has been made
without the consent of Sidara.
- Ends -
For further information:
|
|
Wood
|
|
Simon McGough, President, Investor
Relations
|
07850 978 741
|
J.P. Morgan Cazenove (Joint Financial
Adviser and Corporate Broker)
|
020 7742 4000
|
Richard Perelman
|
|
James Robinson
|
|
Charles Oakes
|
|
Morgan Stanley (Joint Financial
Adviser and Corporate Broker)
|
020 7425 8000
|
Matthew Jarman
|
|
Tom Perry
|
|
Alex Smart
|
|
FTI Consulting (PR
Adviser)
|
020 3727 1340
|
Alex Le May
|
|
Nick Hasell
|
|
Ariadna Peretz
|
|
About Wood:
Wood is a global leader in
consulting and engineering, delivering solutions to critical
challenges in energy and materials markets. We provide consulting,
projects, and operations solutions in more than 60 countries,
employing over 35,000 people. www.Woodplc.com
Important notices
This announcement is not intended
to, and does not, constitute or form part of any offer, invitation
or solicitation of any offer to purchase, otherwise acquire,
subscribe for, sell or otherwise dispose of, any securities or the
solicitation of any vote or approval in any jurisdiction, whether
pursuant to this announcement or otherwise.
The release, distribution or
publication of this announcement in jurisdictions outside the
United Kingdom may be restricted by laws of the relevant
jurisdictions and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, any
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Disclaimer
J.P. Morgan Securities plc, which
conducts its UK investment banking business as J.P. Morgan Cazenove
("J.P. Morgan Cazenove"), is authorised in the United Kingdom by
the PRA and regulated in the United Kingdom by the PRA and the FCA.
J.P. Morgan Cazenove is acting as joint financial adviser and
corporate broker to Wood and no one else in connection with the
matters set out in this Announcement and will not be responsible to
anyone other than Wood for providing the protections afforded to
clients of J.P. Morgan Cazenove or its affiliates, nor for
providing advice in relation to any matter referred to
herein.
Morgan Stanley & Co.
International plc ("Morgan Stanley") which is authorised by the
Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority in the
United Kingdom is acting as joint financial adviser and corporate
broker exclusively for Wood and no one else in connection with the
possible offer. In connection with the possible offer, Morgan
Stanley, its affiliates and their respective directors, officers,
employees and agents will not regard any other person as their
client, nor will they be responsible to any person other than Wood
for providing the protections afforded to clients of Morgan Stanley
or for providing advice in connection with the possible offer or
any other matter referred to herein.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any
person who is interested in 1% or more of any class of relevant
securities of an offeree company or of any securities exchange
offeror (being any offeror other than an offeror in respect of
which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following
the commencement of the offer period and, if later, following the
announcement in which any securities exchange offeror is first
identified. An Opening Position Disclosure must contain details of
the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s). An Opening
Position Disclosure by a person to whom Rule 8.3(a) applies must be
made by no later than 3.30 pm (BST) on the 10th business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (BST) on the 10th business day following
the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any
person who is, or becomes, interested in 1% or more of any class of
relevant securities of the offeree company or of any securities
exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any
securities exchange offeror. A Dealing Disclosure must contain
details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s), save to the extent that these
details have previously been disclosed under Rule 8. A Dealing
Disclosure by a person to whom Rule 8.3(b) applies must be made by
no later than 3.30 pm (BST) on the business day following the date
of the relevant dealing.
If two or more persons act together
pursuant to an agreement or understanding, whether formal or
informal, to acquire or control an interest in relevant securities
of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule
8.3.
Opening Position Disclosures must
also be made by the offeree company and by any offeror and Dealing
Disclosures must also be made by the offeree company, by any
offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4)
Details of the offeree and offeror
companies in respect of whose relevant securities Opening Position
Disclosures and Dealing Disclosures must be made can be found in
the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the offer period commenced and
when any offeror was first identified. You should contact the
Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are
in any doubt as to whether you are required to make an Opening
Position Disclosure or a Dealing Disclosure.
Relevant securities in issue
The International Securities
Identification Number (ISIN) for the Group's ordinary shares is
GB00B5N0P849 and the Group's LEI number is
549300PLYY6I10B6S323.
Publication on a website
In accordance with Rule 26.1 of the
Code, a copy of this announcement will be made available on the
website www.Woodplc.com no later than 12 noon (BST) on the business
day immediately following the date of this announcement. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this
announcement.