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)   Name of exempt principal trader:   BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose JOHN WOOD GROUP PLC
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt AMEC FOSTER WHEELER PLC
  principal trader is connected  
(d) Date position held/dealing undertaken: 26 June 2017
(e) In addition to the company in 1(b) above, is the exempt principal YES:
  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:       4 2/7p ordinary
Interests   Short Positions
    Number   (%) Number   (%)
(1) Relevant securities owned
and/or controlled: 3,820,275 1.00% 3,172,207 0.83%
           
(2) Cash-settled derivatives:
599,528 0.16% 1,486,440 0.39%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 4,419,803 1.15% 4,658,647 1.22%

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:  
Details, including nature of the rights concerned and relevant percentages:  

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   Purchase/sale   Total number of   Highest price per unit   Lowest price per unit
security   securities paid/received paid/received
4 2/7p ordinary Purchase 877,987 6.6342 GBP 6.5325 GBP
4 2/7p ordinary Sale 374,911 6.6403 GBP 6.5246 GBP

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
4 2/7p ordinary CFD Long 293 6.5396 GBP
4 2/7p ordinary CFD Long 408 6.6046 GBP
4 2/7p ordinary CFD Long 410 6.5446 GBP
4 2/7p ordinary CFD Long 427 6.5346 GBP
4 2/7p ordinary CFD Long 857 6.5246 GBP
4 2/7p ordinary CFD Long 948 6.6295 GBP
4 2/7p ordinary CFD Long 1,016 6.5596 GBP
4 2/7p ordinary CFD Long 1,167 6.5496 GBP
4 2/7p ordinary CFD Long 1,248 6.6195 GBP
4 2/7p ordinary CFD Long 1,474 6.5996 GBP
4 2/7p ordinary SWAP Long 1,844 6.5753 GBP
4 2/7p ordinary SWAP Long 1,914 6.5972 GBP
4 2/7p ordinary SWAP Long 2,579 6.5465 GBP
4 2/7p ordinary CFD Long 3,254 6.6403 GBP
4 2/7p ordinary SWAP Long 6,184 6.5538 GBP
4 2/7p ordinary CFD Long 8,251 6.5693 GBP
4 2/7p ordinary SWAP Long 8,896 6.5614 GBP
4 2/7p ordinary SWAP Long 8,936 6.5778 GBP
4 2/7p ordinary CFD Long 13,208 6.5746 GBP
4 2/7p ordinary SWAP Long 13,797 6.5720 GBP
4 2/7p ordinary SWAP Long 22,111 6.5735 GBP
4 2/7p ordinary CFD Long 33,975 6.5344 GBP
4 2/7p ordinary CFD Short 342 6.6341 GBP
4 2/7p ordinary CFD Short 756 6.6058 GBP
4 2/7p ordinary CFD Short 772 6.5908 GBP
4 2/7p ordinary SWAP Short 1,391 6.5711 GBP
4 2/7p ordinary SWAP Short 2,113 6.5366 GBP
4 2/7p ordinary SWAP Short 6,344 6.5827 GBP
4 2/7p ordinary SWAP Short 8,055 6.5873 GBP
4 2/7p ordinary SWAP Short 9,821 6.5728 GBP
4 2/7p ordinary CFD Short 11,208 6.6285 GBP
4 2/7p ordinary CFD Short 18,744 6.6095 GBP
4 2/7p ordinary SWAP Short 22,000 6.5484 GBP
4 2/7p ordinary SWAP Short 48,716 6.5710 GBP
4 2/7p ordinary CFD Short 472,480 6.5350 GBP
4 2/7p ordinary SWAP Short 472,480 6.5350 GBP

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

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

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

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   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”

(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”

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?   NO
Date of disclosure: 27 Jun 2017
Contact name: Jay Supaya
Telephone number: 0207 773 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 +44 (0)20 7638 0129.

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

Companies

Wood Group (John) (WG.)
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