Form 8.5 - JOHN WOOD GROUP PLC

Form 8.5 - 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:	Â	BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Â	JOHN WOOD GROUP PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Â	AMEC FOSTER WHEELER PLC
(d) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure	Â	31 August 2017
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state “N/A”	Â	YES 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:		3,186,084		0.83%		3,865,586		1.01%
Â		Â		Â		Â		Â		Â
(2)		Cash-settled derivatives:
				795,776		0.21%		284,018		0.07%
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:		3,981,860		1.04%		4,149,604		1.08%

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		277,277		5.7100 GBP		5.545 GBP
4 2/7p ordinary		Sale		618,418		5.7100 GBP		5.545 GBP
									Â
(b)		Cash-settled derivative transactions		Â		Â		Â
Class of		Product		Nature of dealing		Number of		Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
4 2/7p ordinary		CFD		Long		610		5.6340 GBP
4 2/7p ordinary		SWAP		Long		2,516		5.5907 GBP
4 2/7p ordinary		SWAP		Long		5,014		5.5930 GBP
4 2/7p ordinary		CFD		Long		5,697		5.5848 GBP
4 2/7p ordinary		SWAP		Long		7,905		5.6326 GBP
4 2/7p ordinary		CFD		Long		17,207		5.6339 GBP
4 2/7p ordinary		SWAP		Long		37,170		5.5830 GBP
4 2/7p ordinary		SWAP		Long		39,002		5.6183 GBP
4 2/7p ordinary		CFD		Long		43,494		5.6595 GBP
4 2/7p ordinary		SWAP		Long		44,828		5.6093 GBP
4 2/7p ordinary		CFD		Long		64,578		5.6541 GBP
4 2/7p ordinary		SWAP		Long		192,516		5.6127 GBP
4 2/7p ordinary		SWAP		Short		200		5.5700 GBP
4 2/7p ordinary		CFD		Short		392		5.6105 GBP
4 2/7p ordinary		CFD		Short		404		5.6702 GBP
4 2/7p ordinary		CFD		Short		847		5.6136 GBP
4 2/7p ordinary		CFD		Short		988		5.5957 GBP
4 2/7p ordinary		SWAP		Short		3,768		5.6607 GBP
4 2/7p ordinary		CFD		Short		5,431		5.5667 GBP
4 2/7p ordinary		CFD		Short		5,969		5.6604 GBP
4 2/7p ordinary		CFD		Short		9,328		5.6296 GBP
4 2/7p ordinary		SWAP		Short		10,467		5.6203 GBP
4 2/7p ordinary		SWAP		Short		11,524		5.6588 GBP
4 2/7p ordinary		CFD		Short		11,646		5.6288 GBP
4 2/7p ordinary		CFD		Short		16,486		5.6652 GBP
4 2/7p ordinary		SWAP		Short		31,521		5.6600 GBP
4 2/7p ordinary		SWAP		Short		38,963		5.6233 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:	Â	1 Sept 2017
Contact name:		Femi Badmos
Telephone number:		020 3555 1125

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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