Form 8.5 (EPT/NON-RI) JOHN WOOD GROUP PLC

Form 8.5 (EPT/NON-RI) JOHN WOOD GROUP PLC

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a)	Â	Name of exempt principal trader:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b)		Name of offeror/offeree in relation to whose		JOHN WOOD GROUP PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		AMEC FOSTER WHEELER PLC
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		26 May 2017
(e)		In addition to the company in 1(b) above, is the exempt principal		YES:
Â		trader making disclosures in respect of any other party to the offer?		AMEC FOSTER WHEELER PLC

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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 (if any)

Class of relevant security:	Â	Â	Â	ORD	Â	Â	Â	Â	Â	Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		2,641,893		0.69%		4,387,677		1.15%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				1,737,251		0.45%		161,413		0.04%
Â		Â		Â		Â		Â		Â
(3)		Stock-settled derivatives (including options)
		and agreements to purchase/sell:		0		0.00%		0		0.00%
Â		Â		Â		Â		Â		Â
											Â
		TOTAL:		4,379,144		1.14%		4,549,090		1.19%

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).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:	Â
Details, including nature of the rights concerned and relevant percentages:	Â

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), 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

Class of relevant	Â	Purchase/sale	Â	Total number of	Â	Highest price per unit	Â	Lowest price per unit
security		Â		securities		paid/received		paid/received
ORD		Purchase		379,249		7.3200 GBP		7.0909 GBP
ORD		Sale		904,247		7.3345 GBP		7.1545 GBP

(b) Cash-settled derivative transactions

Class of	Â	Product	Â	Nature of dealing	Â	Number of	Â	Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
ORD		CFD		Long		240		7.1945 GBP
ORD		CFD		Long		247		7.1545 GBP
ORD		CFD		Long		250		7.2745 GBP
ORD		CFD		Long		335		7.1695 GBP
ORD		SWAP		Long		2,332		7.2538 GBP
ORD		CFD		Long		2,582		7.3040 GBP
ORD		SWAP		Long		2,860		7.2130 GBP
ORD		SWAP		Long		6,499		7.3350 GBP
ORD		CFD		Long		14,658		7.1808 GBP
ORD		SWAP		Long		17,953		7.1934 GBP
ORD		CFD		Long		19,091		7.3345 GBP
ORD		SWAP		Long		26,835		7.2258 GBP
ORD		SWAP		Long		27,022		7.2761 GBP
ORD		SWAP		Long		28,032		7.2336 GBP
ORD		CFD		Long		28,950		7.1582 GBP
ORD		CFD		Long		28,950		7.2788 GBP
ORD		CFD		Long		36,573		7.2069 GBP
ORD		CFD		Long		119,713		7.2177 GBP
ORD		SWAP		Long		122,262		7.2754 GBP
ORD		CFD		Long		256,087		7.2818 GBP
ORD		CFD		Short		39		7.2007 GBP
ORD		CFD		Short		42		7.2507 GBP
ORD		SWAP		Short		100		7.1651 GBP
ORD		CFD		Short		133		7.0860 GBP
ORD		CFD		Short		385		7.3157 GBP
ORD		SWAP		Short		504		7.1850 GBP
ORD		SWAP		Short		717		7.2533 GBP
ORD		CFD		Short		1,304		7.0406 GBP
ORD		SWAP		Short		6,821		7.0977 GBP
ORD		CFD		Short		7,211		7.1552 GBP
ORD		SWAP		Short		7,889		7.1685 GBP
ORD		SWAP		Short		14,160		7.0800 GBP
ORD		SWAP		Short		14,563		7.2772 GBP
ORD		SWAP		Short		20,666		7.1859 GBP
ORD		SWAP		Short		23,029		7.1904 GBP
ORD		SWAP		Short		32,600		7.3186 GBP
ORD		SWAP		Short		42,703		7.2431 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security

Â

Product description e.g. call option

Â

Writing, purchasing, selling, varying etc.

Â

Number of securities to which option relates

Â

Exercise price per unit

Â

Type e.g. American, European etc.

Â

Expiry date

Â

Option money paid/ received per unit

(ii) Exercise

Class of relevant security

Â

Product description e.g. call option

Â

Exercising/ exercised against

Â

Number of securities

Â

Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Â

Nature of dealing e.g. subscription, conversion

Â

Details

Â

Price per unit (if applicable)

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 exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: 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 exempt principal trader 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

Is a Supplemental Form 8 (Open Positions) attached?	Â	NO
Date of disclosure:		30 May 2017
Contact name:		Hemika Mistry
Telephone number:		020 7116 3891

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 disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

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