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 THAT JURISDICTION
THIS IS AN ANNOUNCEMENT
FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS
(THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE
AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY
THAT AN OFFER WILL BE MADE
FOR
IMMEDIATE RELEASE
29 May 2024
Dar Al-Handasah Consultants
Shair and Partners Holdings Ltd ("Sidara")
Statement Regarding Final*
Possible Offer for John Wood Group PLC ("Wood")
Sidara confirms that on 29 May 2024, it submitted its fourth proposal
to Wood regarding a possible cash offer to acquire the entire share
capital of Wood for 230 pence per share. This offer price is
final*.
This final* offer price represents a
premium of:
o 52.0% to the closing Wood share price on 29 April 2024 (being
the date prior to the first proposal made by Sidara)
o 30.4% to Wood's 52 week high share price as at 29 April 2024
(excluding any days when Wood was in an offer period).
Wood has not engaged with Sidara
since Sidara made its first approach. Under the Takeover Code
Sidara has until 5 June 2024 either to announce a firm intention to
make an offer for Wood or to announce it has no intention to make
an offer, unless this deadline is extended with the consent of Wood
and the Takeover Panel. Sidara does not believe that its proposal
can be progressed unless the Board of Wood engages with Sidara and
an extension to the deadline is granted.
Further announcements will be made
in due course as appropriate, but this announcement does not amount
to a firm intention to make an offer under the Code and there can
be no certainty that an offer will ultimately be made.
*Pursuant to Rule 2.5(a)(ii) of the
Code, Sidara confirms that the possible offer price of 230 pence
per share is final and will not be increased, except that Sidara
reserves the right to increase the amount of the offer price if:
(a) there is an announcement on or after the date of this
announcement of an offer or a possible offer (including a partial
offer) for Wood by a third party offeror or potential offeror
(including where the announcement of any such offer or possible
offer is made by Wood); or (b) the Takeover Panel otherwise
provides its consent.
If Wood announces, declares, makes,
or pays any dividend or any other distribution or return
of value to shareholders, Note 4(b)
on Rule 2.5 of the Code applies and Sidara will be required to
reduce the offer consideration by the amount of any dividend or any
other distribution or return of value to shareholders which is paid
or becomes payable by Wood to its shareholders following the date
of this announcement.
Sidara further reserves the right to
make the offer on less favourable terms than those described in
this announcement or any prior proposals made to the Board of Wood:
(a) with the recommendation or consent of the Board of Wood; (b)
following the announcement by Wood of a Rule 9 waiver proposal or a
reverse takeover (as defined in the Code); or (c) if a third party
announces an offer or possible offer (including a partial offer)
for Wood on less favourable terms than its final proposal
(including where the announcement of any such offer or possible
offer is made by Wood).
Enquiries
Brunswick Group LLP
Patrick Handley
Caroline Daniel
Tel: +44 (0) 20 7404 5959
Further information about Sidara
Sidara is a global planning, design, engineering and project
management group founded in 1956 with revenues of $2.8bn and
extensive operations in the US, EMEA and Asia. Sidara is a
privately-owned working partnership with no external
shareholders.
With an important and substantial presence in London, Sidara
has over 20,000 employees spanning 308 offices and 60 countries
worldwide. Some of the industry's most recognizable and specialist
brands are part of Sidara, including award-winning global
architecture firm Perkins & Will, global engineering firm
TYLin, and specialist project management firm Currie & Brown.
Sidara is the trading name of Dar Al-Handasah Consultants Shair and
Partners Holdings Ltd.
Disclosure requirements of the Takeover 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 (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) 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, 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 (London time) 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 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.
Rule 26.1 disclosure
In
accordance with Rule 26.1 of the Code, a copy of this announcement
will be available at www.sidaracollaborative.com by not later than
12.00 noon (London time) 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.
Deadline for firm offer
In
accordance with Rule 2.6(a) of the U.K. Takeover Code, Sidara is
required, by not later than 5.00 p.m. on 5 June 2024, to 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 this final proposal will be withdrawn
and the announcement will be treated as a statement to which Rule
2.8 of the Code applies. This deadline can be extended at the
request of the Board of Wood and with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Code.
Additional information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire or subscribe for, any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to this announcement or otherwise. Any
offer, if made, will be made solely by certain offer documentation
which will contain the full terms and conditions of any offer,
including details of how it may be accepted. The release,
publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or shareholders of
Wood who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable
requirements.