Update to the Quantified Financial Benefits sta...

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY RESTRICTED JURISDICTIONS OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW WOOD GROUP SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE CIRCULAR WHICH ARE PROPOSED TO BE PUBLISHED IN DUE COURSE

5 APRIL 2017

John Wood Group PLC

Cost synergies increased by £40m to at least £150m in relation to the recommended all-share offer for Amec Foster Wheeler plc (“Amec Foster Wheeler”) by John Wood Group PLC (“Wood Group”) (the “Combination” to form the “Combined Group”) announced on 13 March 2017 (the “Original Announcement”)

Update to the Wood Group Quantified Financial Benefits Statement (the “Announcement”)

Defined terms used in the Original Announcement will have the same meanings when used in this Announcement.

Quantified Financial Benefits Statement

As a result of further ongoing analysis of existing information and integration planning, Wood Group has been able to increase the expected level of pre-tax cost synergies from at least £110m per annum to at least £150m per annum by the end of the third year following completion of the Combination. This is an increase of 36 per cent. compared with the anticipated synergies set out in the Original Announcement.

In US$, the increase is equivalent to an increase from approximately US$134m to approximately US$183m, using the same dollar:sterling exchange rate of 1.2171:1 as set out in the Original Announcement.

The expected sources of quantified cost synergies, which are in addition to synergies previously targeted and already underway by Wood Group and Amec Foster Wheeler separately, comprise:

• operating efficiencies: approximately 50 per cent. of the identified cost synergies are expected to be generated from economies of scale in addressable operating cost, efficiencies in operational procurement spend and the reduction of duplicate costs across country and regional leadership;

• corporate efficiencies: approximately 20 per cent. of the identified cost synergies are expected to be generated from the reduction of duplicate costs across Board and executive leadership teams, in addition to other Corporate and Group functional costs; and

• administration efficiencies: approximately 30 per cent. of the identified cost synergies are expected to be generated from the consolidation of overlapping office locations, the elimination of duplicated IT systems and the reduction of duplicate costs across central support functions.

These anticipated synergies will accrue as a direct result of the Combination and would not be achieved on a standalone basis.

As further information and analysis becomes available, Wood Group is also confident of realising additional cost synergies that cannot be quantified for reporting at this time.

Wood Group estimates that realisation of these synergies would give rise to one-off costs of approximately £190 million (US$231 million) incurred in the first three years post-completion of the Combination. This is unchanged from the level identified at the time of the Original Announcement.

Aside from the one-off costs referred to above, the Wood Group Directors do not expect any material dis-synergies to arise in connection with the Combination.

Revenue synergies

The Combined Group would have the potential to realise incremental revenue synergies from significant cross-selling and enhanced service opportunities.

Bases of belief

In preparing the Quantified Financial Benefits Statement, Amec Foster Wheeler has provided Wood Group with certain operating and financial information to facilitate a detailed analysis in support of evaluating the potential synergies available from the Combination. In circumstances where data has been limited for commercial or other reasons, Wood Group management has made estimates and assumptions to aid its development of individual synergy initiatives.

The cost base used as the basis for the quantified exercise is Amec Foster Wheeler’s 2016 cost base, consistent with Amec Foster Wheeler’s 2016 unaudited full year trading update provided by Amec Foster Wheeler to Wood Group and released by Amec Foster Wheeler on 13 March 2017. Wood Group adjusted this information to take into account recent cost savings announced by Amec Foster Wheeler on 27 October 2016.

The assessment and quantification of the expected synergies have in turn been informed by Wood Group management’s industry experience as well as their experience of executing and integrating past acquisitions.

In arriving at the estimate of synergies set out in this Announcement, the Wood Group Board has assumed that Amec Foster Wheeler’s support function activities, such as Finance and HR, will transition onto Wood Group’s existing systems.

In general, the synergy assumptions have in turn been risk adjusted, exercising a degree of prudence in the calculation of the estimated synergy benefit set out above.

The Wood Group Board has, in addition, made the following assumptions, all of which are outside the influence of the Wood Group Board:

• there will be no material impact on the underlying operations of either company or their ability to continue to conduct their businesses;

• there will be no material change to macroeconomic, political, regulatory or legal conditions in the markets or regions in which Wood Group and Amec Foster Wheeler operate that materially impact on the implementation or costs to achieve the proposed cost savings;

• there will be no material change in current foreign exchange rates; and

• there will be no change in tax legislation or tax rates or other legislation or regulation in the countries in which Wood Group and Amec Foster Wheeler operate that could materially impact the ability to achieve any benefits.

This analysis assumes no business disposals.

Reports

As required by Rule 28.1(a) of the City Code, PwC, as reporting accountants to Wood Group, and J.P. Morgan Cazenove and Credit Suisse, as financial advisers to Wood Group, have provided the opinions required under that Rule relating to the Quantified Financial Benefits Statement set out above. Any references to anticipated synergies should be read in conjunction with these reports. PwC, J.P. Morgan Cazenove and Credit Suisse have each given and have not withdrawn their consent to the publication of their respective report in the form and context in which it is included.

Notes

The statements of estimated synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the synergies referred to may not be achieved, or may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

Due to the scale of the Combined Group, there may be additional changes to the Combined Group’s operations. As a result, and given the fact that the changes relate to the future, the resulting synergies may be materially greater or less than those estimated.

No statement in the Quantified Financial Benefits Statement or in this Announcement generally should be construed as a profit forecast or interpreted to mean that the Combined Group’s earnings in the first full year following implementation of the Combination, or in any subsequent period, would necessarily match or be greater than or be less than those of Wood Group and / or Amec Foster Wheeler for the relevant preceding financial period or any other period.

Enquiries:

Wood Group
Andrew Rose, Head of Investor Relations:                                           Tel: [phone]

J.P. Morgan Cazenove (financial adviser and corporate broker to Wood Group)
Michael Wentworth-Stanley / Dag Skattum                                          Tel: [phone]
Richard Perelman / James Robinson

Credit Suisse (financial adviser and corporate broker to Wood Group)
Jonathan Grundy / John Hannaford                                                       Tel: [phone]
James Peterkin / Joe Hannon

Brunswick (Public Relations Adviser to Wood Group)
Patrick Handley                                                                                   Tel: [phone]

PRICEWATERHOUSECOOPERS LLP REPORT ON QUANTIFIED FINANCIAL BENEFITS STATEMENT

The Directors
John Wood Group PLC
15 Justice Mill Lane
Aberdeen
AB11 6EQ

J.P Morgan Limited (together with Credit Suisse International, the “Financial Advisers”)
25 Bank Street
Canary Wharf London
E14 5JP

Credit Suisse International (together with J.P. Morgan Limited, the “Financial Advisers”)
One Cabot Square
London
E14 4QJ

5 April 2017

Dear Ladies and Gentlemen,

Updated Quantified Financial Benefits Statement by John Wood Group PLC

We report on the quantified financial benefits statement (the “Statement”) by the Directors included in this announcement dated 5 April 2017 (the “Announcement”) to the effect that:

Quantified Financial Benefits Statement

As a result of further ongoing analysis of existing information and integration planning, Wood Group has been able to increase the expected level of pre-tax cost synergies from at least £110m per annum to at least £150m per annum by the end of the third year following completion of the Combination. This is an increase of 36 per cent. compared with the anticipated synergies set out in the Original Announcement.

In US$, the increase is equivalent to an increase from approximately US$134m to approximately US$183m, using the same dollar:sterling exchange rate of 1.2171:1 as set out in the Original Announcement.

The expected sources of quantified cost synergies, which are in addition to synergies previously targeted and already underway by Wood Group and Amec Foster Wheeler separately, comprise:

• operating efficiencies: approximately 50 per cent. of the identified cost synergies are expected to be generated from economies of scale in addressable operating cost, efficiencies in operational procurement spend and the reduction of duplicate costs across country and regional leadership;

• corporate efficiencies: approximately 20 per cent. of the identified cost synergies are expected to be generated from the reduction of duplicate costs across Board and executive leadership teams, in addition to other Corporate and Group functional costs; and

• administration efficiencies: approximately 30 per cent. of the identified cost synergies are expected to be generated from the consolidation of overlapping office locations, the elimination of duplicated IT systems and the reduction of duplicate costs across central support functions.

These anticipated synergies will accrue as a direct result of the Combination and would not be achieved on a standalone basis.

As further information and analysis becomes available, Wood Group is also confident of realising additional cost synergies that cannot be quantified for reporting at this time.

Wood Group estimates that realisation of these synergies would give rise to one-off costs of approximately £190 million (US$231 million) incurred in the first three years post-completion of the Combination. This is unchanged from the level identified at the time of the Original Announcement.

Aside from the one-off costs referred to above, the Wood Group Directors do not expect any material dis-synergies to arise in connection with the Combination.

This Statement has been made in the context of disclosure in the Announcement setting out the bases of belief of the Directors supporting the Statement and their analysis and explanation of the underlying constituent elements.

This report is required by Rule 28.1(a)(i) of the City Code on Takeovers and Mergers (the â€œCode”) and is given for the purpose of complying with that rule and for no other purpose.

Responsibilities

It is the responsibility of the John Wood Group PLC board to make the Statement in accordance with the Code.

It is our responsibility to form our opinion as required by Rule 28.1(a)(i) of the Code, as to whether the Statement has been properly compiled on the basis stated.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed or to the shareholders of John Wood Group PLC as a result of the inclusion of this report in the Announcement, and for any responsibility arising under Rule 28.1(a)(i) of the Code to any person as and to the extent therein provided, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Rule 23.2(b) of the Code, consenting to its inclusion in the Announcement.

Basis of Opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. We have discussed the Statement together with the relevant bases of belief (including sources of information and assumptions) with the Wood Group Board and with the Financial Advisers. Our work did not involve any independent examination of any of the financial or other information underlying the Statement.

Since the Statement and the assumptions on which it is based relate to the future and may therefore be affected by unforeseen events, we can express no opinion as to whether the actual benefits achieved will correspond to those anticipated in the Statement and the differences may be material.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion, on the basis of the foregoing, the Statement has been properly compiled on the basis stated.

Yours faithfully

PricewaterhouseCoopers LLP
Chartered Accountants

PricewaterhouseCoopers LLP is a limited liability partnership registered in England with registered number OC303525. The registered office of PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH. PricewaterhouseCoopers LLP is authorised and regulated by the Financial Conduct Authority for designated investment business.

REPORT FROM J.P. MORGAN CAZENOVE AND CREDIT SUISSE

The Directors
John Wood Group PLC
15 Justice Mill Lane
Aberdeen
AB11 6EQ

5 April 2017

Dear Ladies and Gentlemen,

Updated Quantified Financial Benefits Statement by John Wood Group PLC

We refer to the quantified financial benefits statement, the bases of belief thereof and the notes thereto (together, the “Statement”) made by Wood Group and set out in the Announcement (Update to the Wood Group Quantified Financial Benefits Statement) dated 5 April 2017 (the “Announcement”), for which the Board of Directors of Wood Group (the “Directors”) are solely responsible under Rule 28.1(a)(ii) of the City Code on Takeovers and Mergers (the “Code”).

We have discussed the Statement (including the assumptions, accounting policies, bases of calculation and sources of information referred to therein), with the Directors and those officers and employees of Wood Group who have developed the underlying plans as well as with PricewaterhouseCoopers LLP.  The Statement is subject to uncertainty as described in the announcement and our work did not involve an independent examination of any of the financial or other information underlying the Statement.

We have relied upon the accuracy and completeness of all the financial and other information provided to us by or on behalf of Wood Group and/or Amec Foster Wheeler, or otherwise discussed with or reviewed by us, and we have assumed such accuracy and completeness for the purposes of providing this letter.

We do not express any view as to the achievability of the quantified financial benefits identified by the Directors.

We have also reviewed the work carried out by PricewaterhouseCoopers LLP and have discussed with it its opinion addressed to you and us on this matter and which is set out in the Announcement, and the accounting policies and bases of calculation for the Statement.

On the basis of the foregoing, we consider that the Statement, for which the Directors are solely responsible, for the purposes of the Code, has been prepared with due care and consideration.

This letter is provided to you solely in connection with Rule 28.1(a)(ii) of the Code and for no other purpose.  We accept no responsibility to Wood Group, Amec Foster Wheeler or their shareholders or any person other than the Directors of Wood Group in respect of the contents of this letter.  We are acting exclusively as financial advisers to Wood Group and no one else in connection with the Combination between Wood Group and Amec Foster Wheeler and it was for the purpose of complying with Rule 28.1(a)(ii) of the Code that Wood Group requested J.P. Morgan Limited and Credit Suisse International to prepare this report on the Statement.  No person other than the Directors of Wood Group can rely on the contents of, or the work undertaken in connection with, this letter, and to the fullest extent permitted by law, we expressly exclude and disclaim all liability (whether in contract, tort or otherwise) to any other person, in respect of this letter, its contents or the work undertaken in connection with this letter or any of the results that can be derived from this letter or any written or oral information provided in connection with this letter.

Yours faithfully,

J.P. Morgan Limited and Credit Suisse International

Further Information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for or otherwise acquire or dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Combination or otherwise, nor will there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.  The Combination will be made solely pursuant to the terms of the Scheme Document setting out the particulars of the proposed Scheme between Amec Foster Wheeler and the Amec Foster Wheeler shareholders to implement the Combination with or subject to any modification, addition or condition approved or imposed by the Court and agreed by Amec Foster Wheeler and Wood Group (or, in the event that the Combination is to be implemented by means of an Offer, the Offer Document), which, together with the forms of proxy that will accompany the Scheme Document, will contain the full terms and conditions of the Scheme, including details of how to vote in respect of the Combination.  Any decision in respect of, or other response to, the Combination by Amec Foster Wheeler shareholders should be made only on the basis of the information contained in the Scheme Document.

Amec Foster Wheeler will prepare the Scheme Document to be distributed to Amec Foster Wheeler shareholders. Wood Group will prepare the Circular and will also publish the Prospectus containing information on the New Wood Group Shares and the Combined Group. Wood Group urges Wood Group Shareholders to read the Prospectus to be published by Wood Group and the Circular carefully when they become available because they will contain important information in relation to the Scheme, the New Wood Group Shares and the Combined Group. Amec Foster Wheeler urges Amec Foster Wheeler Shareholders to read the Scheme Document and the Prospectus carefully when they become available because they will contain important information in relation to the Scheme, the New Wood Group Shares and the Combined Group. Any vote in respect of resolutions to be proposed at the Wood Group general meeting to approve the Combination, the Scheme or related matters, should be made only on the basis of the information contained in the Scheme Document, the Prospectus and, the Circular.

This Announcement does not constitute a prospectus or prospectus equivalent document.

The Combination will be subject to the applicable requirements of the City Code, the UK Panel on Takeovers and Mergers, the London Stock Exchange and the UKLA.

Please be aware that addresses, electronic addresses and certain other information provided by Amec Foster Wheeler Shareholders, persons with information rights and other relevant persons for the receipt of communications from Amec Foster Wheeler may be provided to Wood Group during the offer period as required under Section 4 of Appendix 4 of the City Code to comply with Rule 2.11(c) of the City Code.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Amec Foster Wheeler shares with respect to the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and other persons involved in the Combination disclaim any responsibility or liability for any violation of such restrictions by any person.  This Announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.  Unless otherwise determined by Wood Group or required by the City Code, and permitted by applicable law and regulation, the Combination will not be made available directly or indirectly in, into or from any Restricted Jurisdiction or where to do so would violate the laws of a jurisdiction, and the Combination will not be capable of acceptance from or within a Restricted Jurisdiction.

Copies of this Announcement and any documentation relating to the Combination are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and any documents relating to the Combination (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

If the Combination is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The availability of New Wood Group Shares under the Combination to Amec Foster Wheeler shareholders who are not resident in the United Kingdom or the ability of those persons to hold such shares may be affected by the laws or regulatory requirements of the jurisdiction in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

The New Wood Group Shares may not be offered, sold or delivered, directly or indirectly, in, into or from any Restricted Jurisdiction or to, or for the account or benefit of, any restricted overseas persons (being any Amec Foster Wheeler shareholders resident in, or nation or citizens of, Restricted Jurisdictions or who are nominees or custodians, trustees or guardians for, citizens, residents or nationals of such Restricted Jurisdictions) except pursuant to an applicable exemption from, or in a transaction not subject to, applicable securities laws of those jurisdictions. Further details in relation to any Amec Foster Wheeler shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom, will be contained in the Scheme Document.

Additional information for US investors

Notice to US investors in Amec Foster Wheeler: the Combination relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act, and it is expected that any New Wood Group Shares to be issued pursuant to the Scheme to Amec Foster Wheeler shareholders would be issued in reliance upon the exemption from the registration requirements under the US Securities Act, provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of Rule 144 of the US Securities Act) of Amec Foster Wheeler or Wood Group prior to, or of Wood Group after, the Effective Date, will be subject to certain transfer restrictions relating to the New Wood Group Shares received in connection with the Combination. Accordingly, the Combination is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules and the US Securities Act.  If, in the future, Wood Group exercises the right to implement the Combination by way of a takeover offer and determines to extend the offer into the United States, the Combination will be made in compliance with applicable United States laws and regulations, including any applicable exemptions under the US Exchange Act.  Financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.

The receipt of consideration by a US holder for the transfer of its Amec Foster Wheeler shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes and under applicable United States state and local, as well as foreign and other, tax laws. Each Amec Foster Wheeler shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Combination applicable to him.

It may be difficult for US holders of Amec Foster Wheeler shares to enforce their rights and any claim arising out of the US federal laws, since Wood Group and Amec Foster Wheeler are located primarily in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction.  US holders of Amec Foster Wheeler shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.

Securities issued pursuant to the Scheme will not be registered under any US state securities laws and may only be issued to persons resident in a state pursuant to an exemption from the registration requirements of the securities laws of such state.

For the purpose of qualifying for the exemption provided by Section 3(a)(10) of the US Securities Act, Amec Foster Wheeler will advise the Court that its sanctioning of the Scheme will be relied on by Wood Group as an approval of the Scheme following a hearing on its fairness to Amec Foster Wheeler shareholders, at which Court hearing all Amec Foster Wheeler shareholders are entitled to attend in person or though counsel to support or oppose the sanctioning of the Scheme and with respect to which notification will be given to all such holders.

In accordance with normal UK practice and, if applicable, pursuant to Rule 14e-5(b) of the US Exchange Act, Wood Group or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Amec Foster Wheeler shares outside of the US, other than pursuant to the Combination, until the date on which the Scheme becomes effective or lapses or is otherwise withdrawn.  In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, J.P. Morgan Cazenove and Credit Suisse, while serving as financial advisers and brokers to Wood Group, will each continue to act as exempt principal traders in Amec Foster Wheeler shares on the London Stock Exchange.  These purchases and activities by exempt principal traders, which may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and are required to be made public in the United Kingdom pursuant to the City Code, will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26 of the City Code will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Wood Group’s website at www.woodgroup.com by no later than 12 noon (London time) on the Business Day following this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this Announcement.

Wood Group Shareholders may request a hard copy of this Announcement by: (i) contacting Equiniti during business hours on 0371 384 2649 if calling from the United Kingdom, or [phone] if calling from outside the United Kingdom (lines are open from 8.30am to 5.30pm, Monday to Friday (excluding public holidays in England and Wales))? or (ii) by submitting a request in writing to Equiniti at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom.  If you have received this Announcement in electronic form, copies of this Announcement and any document or information incorporated by reference into this document will not be provided unless such a request is made.  Wood Group Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Combination should be in hard copy form.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

J.P. Morgan Cazenove

J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove (“J.P. Morgan Cazenove”), is authorised and regulated in the United Kingdom by the FCA.  J.P. Morgan Cazenove is acting exclusively for Wood Group and no one else in connection with the Combination and the matters set out in this Announcement and will not be responsible to anyone other than Wood Group for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to the Combination or any other matters referred to in this Announcement.

Credit Suisse

Credit Suisse International (“Credit Suisse”), which is authorised by the PRA and regulated by the FCA and PRA in the United Kingdom, is acting as financial adviser exclusively for Wood Group and no one else in connection with the Combination and the matters set out in this Announcement and will not be responsible to anyone other than Wood Group for providing the protections afforded to clients of Credit Suisse, nor for providing advice in relation to the Combination, the content of this Announcement or any matter referred to herein.  Neither Credit Suisse nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Credit Suisse in connection with this Announcement, any statement contained herein or otherwise.

Quantified Financial Benefits Statement

The statements in the Quantified Financial Benefits Statement relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.

No statement in the Quantified Financial Benefits Statement, or this Announcement generally, should be construed as a profit forecast or interpreted to mean that the Combined Group’s earnings in the first full year following the Effective Date, or in any subsequent period, would necessarily match or be greater than or be less than those of Wood Group and/or Amec Foster Wheeler for the relevant preceding financial period or any other period. For the purposes of Rule 28 of the City Code, the Quantified Financial Benefits Statement contained in this Announcement is the responsibility of Wood Group and the Wood Group Directors.

Synergy Numbers

The synergy numbers are unaudited and based on analysis by Wood Group’s management and on Wood Group’s internal records.

Rounding

Certain figures included in this Announcement have been subject to rounding adjustments.