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:		16 August 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	4 2/7p ordinary	Â	Â	Â	Â	Â	Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		3,933,314		1.03%		3,465,683		0.90%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				775,870		0.20%		1,105,495		0.29%
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:		4,709,184		1.23%		4,571,178		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
4 2/7p ordinary		Purchase		456,203		5.9454 GBP		5.8097 GBP
4 2/7p ordinary		Sale		203,899		5.9000 GBP		5.8095 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
4 2/7p ordinary		CFD		Long		129		5.8096 GBP
4 2/7p ordinary		CFD		Long		373		5.8246 GBP
4 2/7p ordinary		SWAP		Long		500		5.8579 GBP
4 2/7p ordinary		CFD		Long		1,480		5.8247 GBP
4 2/7p ordinary		SWAP		Long		1,702		5.9450 GBP
4 2/7p ordinary		CFD		Long		2,824		5.8467 GBP
4 2/7p ordinary		CFD		Long		5,752		5.8529 GBP
4 2/7p ordinary		SWAP		Long		9,837		5.8116 GBP
4 2/7p ordinary		CFD		Long		16,061		5.8095 GBP
4 2/7p ordinary		SWAP		Long		18,336		5.8726 GBP
4 2/7p ordinary		CFD		Long		26,362		5.8406 GBP
4 2/7p ordinary		CFD		Short		75		5.9454 GBP
4 2/7p ordinary		CFD		Short		100		5.9005 GBP
4 2/7p ordinary		SWAP		Short		302		5.8504 GBP
4 2/7p ordinary		CFD		Short		331		5.8303 GBP
4 2/7p ordinary		CFD		Short		462		5.8553 GBP
4 2/7p ordinary		CFD		Short		782		5.8653 GBP
4 2/7p ordinary		CFD		Short		866		5.8753 GBP
4 2/7p ordinary		CFD		Short		919		5.8803 GBP
4 2/7p ordinary		SWAP		Short		947		5.8413 GBP
4 2/7p ordinary		CFD		Short		1,382		5.8503 GBP
4 2/7p ordinary		CFD		Short		1,947		5.8737 GBP
4 2/7p ordinary		CFD		Short		5,752		5.8102 GBP
4 2/7p ordinary		CFD		Short		7,157		5.8733 GBP
4 2/7p ordinary		SWAP		Short		13,733		5.8451 GBP
4 2/7p ordinary		CFD		Short		16,000		5.8273 GBP
4 2/7p ordinary		SWAP		Short		19,988		5.8433 GBP
4 2/7p ordinary		SWAP		Short		21,809		5.8458 GBP
4 2/7p ordinary		CFD		Short		39,186		5.8479 GBP
4 2/7p ordinary		CFD		Short		50,250		5.8373 GBP
4 2/7p ordinary		SWAP		Short		87,874		5.8416 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:		17 Aug 2017
Contact name:		Jay Supaya
Telephone number:		020 7773 0635

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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