Form 8 (OPD) - John Wood Group PLC

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

1.         KEY INFORMATION

(a) Full name of discloser:	John Wood Group PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	John Wood Group PLC
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:     The latest practicable date prior to the disclosure	24 March 2017
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?     If it is a cash offer or possible cash offer, state “N/A”	YES If YES, specify which: Amec Foster Wheeler plc

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

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(c), 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

Class of relevant security:	Ordinary Shares
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Interests held by directors of John Wood Group PLC and their close relatives and related trusts Name Number of Ordinary Shares Number of Ordinary Shares under option (for more information see 3(B) below) Percentage of total issued share capital (excluding share options) (%) Robin Watson 141,758 507,392 0.03700 Lorraine Watson 5,193 Nil 0.00136 David Kemp 2,216 289,719 0.00058 Ian Marchant 22,777 Nil 0.00594 Thomas Botts 8,500 Nil 0.00222 Janice Brown 11,382 Nil 0.00297 Jacqui Ferguson Nil Nil 0 Richard Howson Nil Nil 0 Mary Shafer-Malicki 3,450 Nil 0.00090 Jeremy Wilson 10,000 Nil 0.00261 Interests held by directors of John Wood Group PLC under its share plans Class of relevant security Share options vested Share options not vested Exercise price (£) Number of shares Vest date Long Term Incentive Plan Robin Watson 23,531 Nil 118,048[A] 01/03/2018 Nil 154,593[A] 01/03/2019 Nil 140,523[A] 01/03/2022 Nil 1,870 01/03/2018 Nil 3,556 01/03/2019 Nil David Kemp 7,346 Nil 63,009[A] 01/03/2018 Nil 83,738[A] 01/03/2019 Nil 73,072[A] 01/03/2022 Nil 1,056 01/03/2018 Nil 1,837 01/03/2019 Nil Long Term Retention Plan David Kemp 20,000 16/04/2017 0.04286 Annual Bonus Plan Robin Watson 27,275 Nil 19,287 01/03/2018 Nil 18,709 01/03/2019 Nil David Kemp 13,770 Nil 13,730 01/03/2018 Nil 12,161 01/03/2019 Nil [A] The vesting of these shares is subject to further performance conditions. Interests held by other presumed concert parties of John Wood Group PLC JPMorgan Chase Bank, N.A.: Class of relevant security Ordinary Shares Interests Short Positions Number % Number % Relevant securities owned and/or controlled 61 0.00002 Nil 0 Cash-settled derivatives Nil 0 Nil 0 Stock-settled derivatives (including options) and agreements to purchase/sell Nil 0 Nil 0 TOTAL 61 0.00002 Nil 0

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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 party to the offer making the disclosure or any person acting in concert with it: 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 party to the offer making the disclosure, or any person acting in concert with it, 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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	24 March 2017
Contact name:	Lorraine Sproule
Telephone number:	[phone]

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.