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:		24 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				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		3,561,584		0.93%		3,301,504		0.86%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				343,697		0.09%		735,343		0.19%
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
(4)
		TOTAL:		3,905,281		1.02%		4,036,847		1.05%

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		355,019		5.7550 GBP		5.6497 GBP
4 2/7p ordinary		Sale		487,732		5.7671 GBP		5.6496 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		SWAP		Long		500		5.7469 GBP
4 2/7p ordinary		SWAP		Long		759		5.7089 GBP
4 2/7p ordinary		SWAP		Long		5,782		5.7458 GBP
4 2/7p ordinary		CFD		Long		7,250		5.7313 GBP
4 2/7p ordinary		CFD		Long		8,282		5.6496 GBP
4 2/7p ordinary		SWAP		Long		14,602		5.7248 GBP
4 2/7p ordinary		SWAP		Long		23,243		5.7203 GBP
4 2/7p ordinary		CFD		Long		32,593		5.6915 GBP
4 2/7p ordinary		SWAP		Long		36,684		5.6662 GBP
4 2/7p ordinary		SWAP		Long		47,333		5.7053 GBP
4 2/7p ordinary		CFD		Long		58,645		5.6996 GBP
4 2/7p ordinary		SWAP		Long		157,928		5.6919 GBP
4 2/7p ordinary		CFD		Short		386		5.7054 GBP
4 2/7p ordinary		CFD		Short		413		5.7303 GBP
4 2/7p ordinary		CFD		Short		480		5.7254 GBP
4 2/7p ordinary		CFD		Short		709		5.7003 GBP
4 2/7p ordinary		CFD		Short		911		5.6862 GBP
4 2/7p ordinary		CFD		Short		948		5.7339 GBP
4 2/7p ordinary		CFD		Short		1,043		5.7204 GBP
4 2/7p ordinary		CFD		Short		1,111		5.7203 GBP
4 2/7p ordinary		CFD		Short		1,517		5.7554 GBP
4 2/7p ordinary		CFD		Short		4,468		5.7595 GBP
4 2/7p ordinary		SWAP		Short		5,885		5.7444 GBP
4 2/7p ordinary		CFD		Short		6,091		5.7514 GBP
4 2/7p ordinary		SWAP		Short		8,683		5.7285 GBP
4 2/7p ordinary		SWAP		Short		9,836		5.7153 GBP
4 2/7p ordinary		CFD		Short		13,314		5.7172 GBP
4 2/7p ordinary		SWAP		Short		20,465		5.7430 GBP
4 2/7p ordinary		SWAP		Short		29,200		5.6874 GBP
4 2/7p ordinary		CFD		Short		30,416		5.6500 GBP
4 2/7p ordinary		SWAP		Short		30,416		5.6500 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:		25 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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