Wood Group announces acquisition of PSN

13 December 2010

Wood Group announces acquisition of PSN

"Creating the world leading production services business"

John Wood Group PLC ("Wood Group"), the international energy services company,
has entered into an agreement to acquire PSN Limited ("PSN") for a total
enterprise value of US$955 million (the "Acquisition"). PSN will merge with
Wood Group's Production Facilities business to create the leading global
brownfield production services provider, Wood Group PSN.

PSN is an international energy services company employing over 8,000 people
worldwide and operating in 23 countries. In the year to 31 December 2010, PSN
is expected to generate approximately US$100 million of EBITDA on revenues of
approximately US$1,200 million.

PSN's Chief Executive Officer ("CEO"), Bob Keiller, will become CEO of the
combined production services business and the deputy CEO will be Les Thomas,
currently CEO of Wood Group Production Facilities. On completion, Bob will join
the Wood Group Board alongside Les Thomas.

The Acquisition of PSN advances Wood Group's strategy of maintaining an
appropriate balance between oil & gas development and later cycle production
support, creating global market leading positions, developing long term
customer relationships, extending services and broadening international reach.

Wood Group PSN will be a global leader in brownfield production services and be
well positioned for growth across the oil & gas industry through:

increased exposure to, what the Directors currently believe to be a global
production services addressable market in excess of US$50 billion per annum;

strengthening Wood Group's brownfield production services operations in many of
its current locations and expanding into a number of important new locations;

extending and deepening strong long term customer relationships. It will
position the enlarged group as a trusted production services provider to the
International Oil Companies, with major customers including BP, Chevron, Conoco
Phillips, ExxonMobil, Marathon, Shell and Total and to a large number of
independent operators including Centrica, Hess, Nexen, Premier and Talisman,
and as a key partner to a number of National Oil Companies including Gazprom
and TAQA;

the combination of two proven management teams and a global workforce of over
22,000 people;

comprehensive support through the life cycle of oil & gas facilities, with an
unrivalled track record in the key brownfield engineering & construction and
operations & maintenance segments. Wood Group PSN will also have specialist
expertise in pre-operations support, commissioning, training, asset integrity
and decommissioning.

Commenting on the Acquisition, Allister Langlands, Chief Executive of Wood
Group, said:

"Wood Group PSN will have a larger footprint, deeper resources and capabilities
and, by selecting best practices, be able to deliver additional added value to
our customers. The combined business will be better positioned to help tackle
current key industry issues, including operational assurance, competency,
reliability and asset integrity."

Bob Keiller, CEO of PSN, who will lead Wood Group PSN, said:

"I believe that by uniting PSN with Wood Group Production Facilities we have a
unique opportunity to grow our business to benefit our customers and our
people. Since the management buyout in 2006, we have achieved significant
success and expansion. This transaction positions us for the next stage of
PSN's development, enabling us to strengthen our service capability to existing
and new customers whilst providing enhanced career prospects for our people.
Wood Group PSN will retain our clear commitment to safety, excellence in
service delivery, innovation and continuous improvement, allowing us to
continue to build lasting and strong relationships with clients."

The Acquisition will be significantly earnings and cash flow enhancing
immediately following completion.

The Acquisition is subject to relevant anti-trust approvals and completion is
expected in the second quarter of 2011. Prior to completion, both Wood Group
and PSN will continue to operate as separate entities.

Wood Group's other businesses in Engineering, Well Support and Gas Turbine
Services will be unaffected by the Acquisition.

This summary should be read in conjunction with the full text of the
announcement.

-Ends-

Enquiries:

There will be an analysts' meeting to discuss the Acquisition at 10 am today at
J.P. Morgan Cazenove, 20 Moorgate, London EC2R 6DA.

Wood Group

Allister Langlands, Chief Executive

Alan Semple, Group Finance Director

Nick Gilman, Group Head of Communications & Investor Relations

Tel: [phone]

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)

Michael Wentworth-Stanley

Robert Constant

Tel: [phone]

Credit Suisse (Financial Adviser and Corporate Broker)

James Leigh-Pemberton

Tristan Lovegrove

Tel: [phone]

Brunswick (Public Relations)

Patrick Handley

Nina Coad

Tel: [phone]

Notes to editors

Wood Group

Wood Group is an international energy services company with US$5 billion of
revenues, employing more than 29,000 people and operating in 50 countries. The
Group has three divisions - Engineering & Production Facilities, Well Support,
and Gas Turbine Services - providing a range of engineering, production
support, maintenance management and industrial gas turbine overhaul and repair
services to the oil & gas, and power generation industries worldwide.

Further information is available at www.woodgroup.com.

PSN

PSN is an international energy services company with over US$1 billion of
revenues, employing over 8,000 people worldwide and operating in 23 countries.
The business is organised into three geographical operating regions: UK,
Americas, and International operations. PSN provides brownfield services to
customers operating in the oil & gas industry.

PSN operated within the KBR division of Halliburton until 2006. In 2006 it was
purchased by its current management, Bank of Scotland Integrated Finance and
certain other institutional investors.

Further information is available at www.psnworld.com.

Analyst Presentation

An analysts' meeting to discuss the Acquisition will be held at 10.00 am today
at J.P. Morgan Cazenove, 20 Moorgate, London EC2R 6DA

Those unable to attend in person can listen to the presentation via conference
call or live webcast. Access to the webcast is via www.woodgroup.com/investors.
Conference call details are available from Brunswick on [phone].

Cautionary Statement

This announcement has been issued by, and is the sole responsibility of, Wood
Group. No representation or warranty express or implied, is or will be made as
to or in relation to, and no responsibility or liability is or will be accepted
by J.P. Morgan plc or Credit Suisse Securities (Europe) Limited ("Credit
Suisse") or by any of their affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers and any liability therefore is expressly disclaimed.

J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Wood Group and for no one else in
connection with the matters set out in this announcement and the Acquisition
and will not be responsible to anyone other than Wood Group for providing the
protections afforded to clients of J.P. Morgan plc nor for providing advice in
relation to the Acquisition or any matters set out in this announcement.

Credit Suisse is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Wood Group and for no one else in
connection with the matters set out in this announcement and the Acquisition
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 Acquisition or any matters set out in this announcement.
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.

This announcement contains (or may contain) certain forward-looking statements
with respect to Wood Group's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to change
without notice and, except as required by applicable law, neither Wood Group,
J.P. Morgan Cazenove nor Credit Suisse assumes any responsibility or obligation
to update publicly or review any of the forward-looking statements contained
herein. You should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.

Nothing in this document should be construed as a profit forecast or be
interpreted to mean that the future earnings per share, profits, margins or
cash flows of Wood Group will necessarily be greater than the historic
published figures.


John Wood Group PLC ("Wood Group") announces acquisition of PSN Limited ("PSN")

"Creating the world leading production services business"

Details of the Acquisition

Wood Group, the international energy services company, is to acquire PSN from
certain institutional investors and members of its existing management, for a
total enterprise value of US$955 million (the "Acquisition").

The consideration payable to the shareholders will be US$627 million, made up
of a combination of cash and Wood Group shares. The new Wood Group shares, with
a value of US$80 million, will be issued at completion to the management
vendors and to PSN's Employee Benefit Trust ("EBT"). In addition, Wood Group
will finance PSN's net debt position, along with certain other adjustments,
which in total aggregate to US$328 million.

Further details on the financing of the Acquisition are laid out in Section 8
of this announcement.

PSN is an international production services company employing over 8,000 people
worldwide and operating in 23 countries. In the year to 31 December 2009, PSN
generated US$84 million of EBITDA on revenues of US$1,151 million and its gross
assets were US$513 million. PSN provides life of field support to oil & gas
facilities, through brownfield engineering modifications, production
enhancement, operations management, maintenance management and decommissioning
services (taken together, "Production Services").

Background to and reasons for the Acquisition

Wood Group's strategy is to achieve long term sustainable growth by adding
value to its customers' operations. The Acquisition of PSN develops Wood Group
in line with its strategy of maintaining an appropriate balance between oil &
gas development and later cycle production support, creating global market
leading positions, developing long term customer relationships, extending
services and broadening international reach, and merges two strong and
successful Production Services businesses with highly capable and respected
management teams. The Directors believe that, as oil and gas fields mature,
there will be a growing need for Production Services, which represents an
attractive global addressable market, currently believed by the Directors to be
in excess of US$50 billion per annum.

Following the Acquisition, the enlarged Wood Group (the "Enlarged Group") will
have revenues of over US$6 billion, approximately 36,500 employees and operate
in over 55 countries. The Directors believe that Wood Group PSN made up of the
Production Facilities activities of Wood Group and PSN, will be the leading
global Production Services organisation, with over 22,000 people, around US$3
billion in annual revenue and operating in over 30 countries.

Proven management and international workforce

The Directors believe that Wood Group PSN will have successful and proven
management, together with a global workforce with leading knowledge and
experience focused on meeting customers' evolving needs in the Production
Services arena. A management team will be formed drawing on the complementary
strengths of Wood Group's Production Facilities' and PSN's management teams, to
deliver the planned growth of Wood Group PSN.

The Directors also believe that the global market leadership position will help
Wood Group PSN to offer improved development opportunities for its people and
that the broadened international presence will help in attracting talent to
meet local resource needs.

Extends and deepens Wood Group's strong long term customer relationships

Wood Group PSN will draw on the customer relationships of PSN (including, among
others, those with BP, ExxonMobil, Gazprom, Nexen, Sakhalin Energy and Shell).
The combined relationships of Wood Group's Production Facilities business and
PSN will position Wood Group PSN as a trusted provider to the International Oil
Companies ("IOCs"), with major customers including BP, Chevron, Conoco
Phillips, ExxonMobil, Marathon, Shell and Total; a large number of independent
operators, including Centrica, Hess, Nexen, Premier and Talisman; and as a key
partner for a number of National Oil Companies ("NOCs"), including Gazprom and
TAQA. The Directors believe that Wood Group PSN will be well positioned to
support its customers in their home markets and as they develop their
businesses internationally.

Broadens Wood Group's international presence

Wood Group PSN will have a broader geographic reach across oil & gas markets,
including a presence in key growth markets. The Acquisition of PSN will extend
and deepen Wood Group's Production Facilities operations in many of its current
locations and expand Wood Group Production Facilities business into several new
key growth markets.

Region                  Wood Group        PSN*              Wood Group PSN *
                        Production                                          
                        Facilities*                                         
                                                                            
UK North Sea            47%               29%               40%             
                                                                            
North America           18%               24%               20%             
                                                                            
Latin America           12%               -                 7%              
                                                                            
Middle East & Africa    11%               7%                10%             
                                                                            
Caspian region and      -                 18%               8%              
Russia                                                                      
                                                                            
Asia Pacific            12%               22%               15%             

* Proportion of expected 2011 revenues

In line with Wood Group's strategy, the Acquisition will reduce the proportion
of revenues Wood Group Production Facilities derives from the UK North Sea
which, given the higher margins achieved in other markets, will provide an
improved margin mix.

UK North Sea

In the UK North Sea, which represents around 50 per cent. of Wood Group's
Production Facilities business and around 30 per cent. of PSN's business, Wood
Group PSN will have well-established positions and a strong track record of
helping customers maximise recovery from their assets.

North America

Wood Group Production Facilities and PSN each support a broad range of
operators in the US shallow water and onshore markets. The Acquisition further
develops, through the increased scale and number of relationships, the
capability of Wood Group PSN to offer support to the emerging Gulf of Mexico
deepwater operations market. In Canada, Wood Group's onshore presence and PSN's
greater exposure to the offshore market will create a strong Production
Services provider for both offshore and onshore developments.

Caspian region and Russia

PSN's activities in Azerbaijan and Kazakhstan will help develop Wood Group
PSN's presence in the Caspian region. In Russia, Wood Group's presence in
Moscow, and via PSN, in Sakhalin and the Arctic regions, also provides a
platform for Wood Group PSN to continue to grow activities.

Asia Pacific

In Australia, Wood Group Production Facilities' West Coast and coal seam
methane focus, combined with PSN's East Coast, Bass Strait and refining support
expertise will create a market leader in the growing Australian market. PSN's
activities in Bangladesh, India, the Philippines and Vietnam will also
complement Wood Group Production Facilities' activities in Brunei and
Indonesia.

Africa

PSN's activities in Cameroon, Chad, Egypt, Gabon and Tunisia will complement
Wood Group Production Facilities' activities in Algeria, Angola, Equatorial
Guinea, Ghana, Libya, Nigeria, South Africa and Uganda.

Latin America

Wood Group PSN will have a broad capability in Brazil, Colombia, Peru and
Trinidad.

Middle East

In the Middle East, both Wood Group Production Facilities and PSN are
continuing to pursue a number of opportunities and Wood Group PSN will be well
placed to continue to grow its business in the region.

The increased geographic coverage will significantly enhance Wood Group PSN's
ability to support customers wherever they operate.

Comprehensive service offering

Both Wood Group Production Facilities and PSN have strong reputations and track
records in key brownfield engineering & construction and operations &
maintenance segments and Wood Group PSN will be able to offer comprehensive
support through the life cycle of oil & gas facilities. Wood Group PSN will
also have particular strengths in commissioning, pre-operations support, UK
duty holder services, training, asset integrity and decommissioning. Overall,
the Directors believe that the track record and comprehensive service offering
will significantly enhance the position of Wood Group PSN to win new business
and contracts.

Information on Wood Group and PSN

Wood Group

Wood Group is an international energy services company with approximately US$5
billion in revenues in the last financial year, employing approximately 29,000
people worldwide and operating in 50 countries. Wood Group is organised into
three divisions - Engineering & Production Facilities, Well Support and Gas
Turbine Services - providing a range of engineering, production support,
maintenance management and industrial gas turbine overhaul and repair services
to the oil & gas and power generation industries worldwide. The Engineering &
Production Facilities division represented around 66 per cent. of Wood Group's
revenue and Production Facilities was 57 per cent. of Engineering & Production
Facilities' revenue for the year to 31 December 2009.

PSN

PSN is an international energy services company with over US$1 billion in
revenues in the last financial year, employing over 8,000 people worldwide and
operating in 23 countries. PSN provides life of field support to oil & gas
facilities, through brownfield engineering modifications, production
enhancement, operations management, maintenance management and abandonment
services. The business is organised into three geographical operating regions:
UK, Americas, and International operations. PSN operated within the KBR
division of Halliburton until 2006. In 2006, it was purchased by its current
management, Bank of Scotland Integrated Finance and certain other institutional
investors.

The trading record of PSN for the three years ended 31 December 2009 and the
forecast for the year ended 2010 is summarised below:

US$ million        12 months to   12 months to  12 months to  12 months to 
                                                                           
                   31 December    31 December   31 December   31 December  
                   2007A          2008A         2009A         2010F        
                                                                           
Revenue            1,204          1,241         1,151         c.1,200      
                                                                           
Adjusted EBITDA*¹  69             76            84            c.100        
                                                                           
Adjusted EBITA**¹  67             73            80            c.95         

* Earnings before interest, taxation, depreciation and amortisation

** Earnings before interest, taxation and amortisation

¹Adjusted for exceptional items representing one-off legal and other
professional fees associated with reviews of the corporate structure and
preparatory work on strategic corporate developments. The exceptionals were US$
(1.2) million, US$(6.0) million and US$(0.5) million in the 12 months to 31
December 2007, 2008 and 2009 respectively.

Figures for 2007 to 2009 in the above table have been derived from the
consolidated audited financial statements of PSN prepared under IFRS for the
years ended 31 December 2007, 2008 and 2009. For the 12 months to 31 December
2010, the Directors are expecting revenue of approximately US$1,200 million and
EBITDA of approximately US$100 million which reflects the strong trading
conditions across PSN's UK, Americas and International businesses.

During 2010, wins in the UK include the Shell Brent Decommissioning and Shell
Integrated Services Contracts. In its Americas business, PSN has won the Hebron
Development Contract in Eastern Canada. In its International business, PSN
secured a commissioning contract for AGIP KCO Kashagan in Kazakhstan and a
maintenance contract for the Caltex Refinery in Eastern Australia.

Strategy for Wood Group PSN

Wood Group PSN will retain the clear commitment of Wood Group Production
Facilities and PSN to execution excellence, innovation, safety and continuous
improvement, ensuring that it adapts to the challenges that its customers face.
The Directors believe that this should enable Wood Group PSN to continue to
build lasting and positive relationships.

Wood Group will look to ensure that it applies its deep knowledge of Production
Services to help deliver greenfield engineering designs in its Engineering
business that continue to maximise operating efficiency over the life of the
asset. Wood Group will also continue to offer its oil & gas rotating equipment
reliability and availability services in the support of installed gas turbines
and other rotating equipment linked to oil & gas production.

Wood Group PSN will maintain a focus on organic growth and selected
acquisitions in key markets to develop its service offering and broaden its
international reach. For example, Wood Group PSN will continue to invest in
developing its capabilities in unconventional gas, including coal seam methane,
and the renewable energy markets.

Financial effects of the Acquisition

The Acquisition is expected to be significantly earnings and cash flow
enhancing for the Enlarged Group immediately following completion.,

In addition, the ROIC is expected to exceed Wood Group's WACC in the first year
following completion of the Acquisition.

The Acquisition is expected to achieve around US$15 million per annum of long
run synergies from a reduction in operational overheads and corporate costs in
the third year following completion of the Acquisition. In the first year the
net synergies are not expected to be material and in the second year they are
expected to be around US$10 million.

As a result of the Acquisition, the Directors are expecting pro forma net debt
to EBITDA for 31 December 2010 to be approximately 1.8 times, with rapid
deleveraging due to the strong cash flow generation profile of the combined
group. 4

People

PSN's Chief Executive Officer ("CEO"), Bob Keiller, will become CEO of the
combined production services business and the deputy CEO will be Les Thomas,
currently CEO of Wood Group Production Facilities. On completion, Bob will join
the Wood Group Board alongside Les Thomas. Bob Keiller and Les Thomas will
create a transition team, drawn from certain of the senior managers of both
Wood Group Production Facilities and PSN, to manage integration planning in the
period prior to completion of the Acquisition.

Bob Keiller has entered into a service contract with Wood Group (conditional
upon completion of the Acquisition) which provides for an initial term of 2
years from completion and thereafter can be terminated on six months notice.
The service contract includes customary restrictive covenants and is otherwise
in line with the service contracts of the current Directors. 

Aside from Bob Keiller, the other key executives from PSN, all of whom will be
joining Wood Group PSN, include Duncan Skinner, Peter Brown, Alistair Green,
Dean Hunter, John Kearney, Zeffrey Lucas, Jerome Lynch and Bill Nicholson. The
roles and positions of the key managers will be determined by the transition
team.

Principal terms of the Acquisition

Wood Group has conditionally agreed to acquire the shares in PSN held by
certain institutional investors and the management vendors. In accordance with
the provisions of PSN's articles of association, as part of the arrangements,
Wood Group will acquire the PSN shares held by the trustees of PSN and certain
minority investors.

The consideration has been determined by reference to the balance sheet of PSN
as at 31 August 2010. There will be no adjustment to the consideration for
PSN's net debt or working capital at completion.

Key terms of the Acquisition include:

completion of the Acquisition agreement is conditional upon obtaining UK merger
control approval from the OFT or the Competition Commission and Hart Scott
Rodino merger control approval in the US;

Wood Group has agreed certain termination rights, including in the event of a
Material Adverse Effect;

the management vendors have undertaken not to dispose of their consideration
shares for two years from completion, subject to customary carve outs; and

Wood Group has agreed to pay a break fee to PSN of US$6.3 million if completion
does not occur due to a failure to obtain US or UK merger control approval.

Financing the Acquisition

The Acquisition will be financed by a combination of debt and Wood Group
shares. Below is a summary of the Acquisition sources and uses:

US$ million                    Source                               Use of 
                               of funds                             funds  
                                                                           
External bank debt¹            875          Shareholder             627    
                                            consideration²                 
                                                                           
New equity to management       80           PSN net debt and        328    
vendors and trustees of PSN's               certain adjustments4           
EBT³                                                                       
                                                                           
Total                          955          Total                   955    

¹ Wood Group will draw upon existing bilateral facilities and has entered into
additional committed term and revolving credit facilities with Lloyds TSB.

² Due to the time between announcement and completion, Wood Group will pay up
to US$19 million in additional consideration to PSN's shareholders. As a
result, the potential maximum consideration payable is US$646 million. The cash
component of the shareholder consideration will be settled by payment of up to
£185 million and up to US$274 million on completion at a USD/GBP exchange rate
of 1.58 to the selling shareholders.

³ 10.5 million consideration shares (subject to adjustment for dilutive events
prior to completion) will be issued at completion to the vendors who are
employees and managers of PSN and the trustees of PSN's EBT, with a
consideration value of US$80 million (at an exchange rate of USD/GBP of 1.58)
representing approximately 30 per cent of their total consideration. The new
Wood Group shares will be issued at 483 pence per share.

4 Wood Group will finance PSN's net debt position, along with certain other
adjustments, which in total aggregate to US$328 million.

Financial advice

J.P. Morgan Cazenove and Credit Suisse are acting as Joint Financial Advisers
and Joint Corporate Brokers to Wood Group in connection with the
Acquisition.Enquiries:

Wood Group

Allister Langlands, Chief Executive

Alan Semple, Group Finance Director

Nick Gilman, Group Head of Communications & Investor Relations

Tel: [phone]

J.P. Morgan Cazenove (Financial Adviser and Corporate Broker)

Michael Wentworth-Stanley

Robert Constant

Tel: [phone]

Credit Suisse (Financial Adviser and Corporate Broker)

James Leigh-Pemberton

Tristan Lovegrove

Tel: [phone]

Brunswick (Public Relations)

Patrick Handley

Nina Coad

Tel: [phone]

Cautionary Statement

This announcement has been issued by, and is the sole responsibility of, Wood
Group. No representation or warranty express or implied, is or will be made as
to or in relation to, and no responsibility or liability is or will be accepted
by J.P. Morgan plc or Credit Suisse Securities (Europe) Limited ("Credit
Suisse") or by any of their affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement or any other written or oral
information made available to or publicly available to any interested party or
its advisers and any liability therefore is expressly disclaimed.

J.P. Morgan plc, which conducts its UK investment banking business as J.P.
Morgan Cazenove and is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Wood Group and for no one else in
connection with the matters set out in this announcement and the Acquisition
and will not be responsible to anyone other than Wood Group for providing the
protections afforded to clients of J.P. Morgan plc nor for providing advice in
relation to the Acquisition or any matters set out in this announcement.

Credit Suisse is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting for Wood Group and for no one else in
connection with the matters set out in this announcement and the Acquisition
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 Acquisition or any matters set out in this announcement.
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.

This announcement contains (or may contain) certain forward-looking statements
with respect to Wood Group's current expectations and projections about future
events. These statements, which sometimes use, but are not limited to, words
such as "anticipate", "believe", "intend", "estimate", "expect" and words of
similar meaning, reflect the directors' beliefs and expectations and involve a
number of risks, uncertainties and assumptions that could cause actual results
and performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. Statements
contained in this announcement regarding past trends or activities should not
be taken as a representation that such trends or activities will continue in
the future. The information contained in this announcement is subject to change
without notice and, except as required by applicable law, neither Wood Group,
J.P. Morgan Cazenove nor Credit Suisse assumes any responsibility or obligation
to update publicly or review any of the forward-looking statements contained
herein. You should not place undue reliance on forward-looking statements,
which speak only as of the date of this announcement.

Nothing in this document should be construed as a profit forecast or be
interpreted to mean that the future earnings per share, profits, margins or
cash flows of Wood Group will necessarily be greater than the historic
published figures.

The earnings and cash flow enhancing calculations exclude the impact of any
fair value adjustments.

10.5 million new Wood Group shares at a price of 483 pence per share. Assumes a
USD/GBP rate of 1.58.

Management vendors and family trusts.

This statement does not constitute a profit forecast and should not be
interpreted to mean that earnings of Wood Group in the first full year
following the Acquisition, nor in any subsequent period, will necessarily match
or be greater than those for any preceding financial year.

The earnings and cash flow enhancing calculations exclude the impact of any
fair value adjustments.

Return on Invested Capital ("ROIC") is calculated post tax and post inclusion
of US$15 million of long run synergies; Weighted Average Cost of Capital
("WACC").