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: 28 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: 4,164,155 1.09% 3,494,912 0.91%
           
(2) Cash-settled derivatives:
482,148 0.13% 1,443,099 0.38%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
(4)
TOTAL: 4,646,303 1.21% 4,938,011 1.29%

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 695,107 6.6600 GBP 6.59 GBP
4 2/7p ordinary Sale 295,988 6.6600 GBP 6.59 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 211 6.6545 GBP
4 2/7p ordinary SWAP Long 300 6.6450 GBP
4 2/7p ordinary SWAP Long 430 6.6206 GBP
4 2/7p ordinary CFD Long 549 6.6395 GBP
4 2/7p ordinary SWAP Long 700 6.6428 GBP
4 2/7p ordinary CFD Long 903 6.6209 GBP
4 2/7p ordinary CFD Long 1,100 6.6240 GBP
4 2/7p ordinary CFD Long 1,614 6.6046 GBP
4 2/7p ordinary SWAP Long 1,926 6.6251 GBP
4 2/7p ordinary SWAP Long 7,394 6.6181 GBP
4 2/7p ordinary CFD Long 10,699 6.6045 GBP
4 2/7p ordinary SWAP Long 11,581 6.6160 GBP
4 2/7p ordinary SWAP Long 16,564 6.6285 GBP
4 2/7p ordinary SWAP Long 26,624 6.6303 GBP
4 2/7p ordinary CFD Long 33,519 6.6288 GBP
4 2/7p ordinary CFD Short 6 6.6366 GBP
4 2/7p ordinary SWAP Short 9 6.6055 GBP
4 2/7p ordinary SWAP Short 284 6.6130 GBP
4 2/7p ordinary SWAP Short 800 6.6300 GBP
4 2/7p ordinary SWAP Short 1,980 6.6050 GBP
4 2/7p ordinary CFD Short 13,460 6.6330 GBP
4 2/7p ordinary SWAP Short 16,190 6.6317 GBP
4 2/7p ordinary CFD Short 26,144 6.6251 GBP
4 2/7p ordinary SWAP Short 26,619 6.6309 GBP
4 2/7p ordinary CFD Short 31,283 6.6370 GBP
4 2/7p ordinary SWAP Short 37,158 6.6264 GBP
4 2/7p ordinary SWAP Short 37,184 6.6236 GBP
4 2/7p ordinary SWAP Short 72,614 6.6128 GBP
4 2/7p ordinary CFD Short 250,000 6.6421 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”

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?   NO
Date of disclosure: 29 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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