Form 8 (OPD)

RNS Number : 2714S

Wood Group (John) PLC

08 March 2023

 

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?	OFFEREE
(e) Date position held:   The latest practicable date prior to the disclosure	6 March 2023
(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"	N/A

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 of 4 2/7 p each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	NIL	-	NIL	-
(2) Cash-settled derivatives:	NIL	-	NIL	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	NIL	-	NIL	-
TOTAL:	NIL	-	NIL	-

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: (a)  Interests held by the directors of John Wood Group PLC and their close relatives and related trusts Name No. of ordinary shares Percentage of total issued share capital (excl. share options) (1)   David Miller Kemp 174,338 0.02% Kenneth Gilmartin 309,000 0.04% Roy Alexander Franklin 37,000 0.00% Susan Steele 8,500 0.00% Brenda Reichelderfer 15,000 0.00% Adrian Marsh 27,000 0.00% Birgitte Brinch Madsen 5,000 0.00% Nigel Gordon Mills 7,341 0.00% Jacqueline Ferguson 20,084 0.00% (1)  Total number of ordinary shares in issue 691,839,369 ordinary shares of 4 2/7 pence each with voting rights. (b)  Interests held as options or awards under the share plans of John Wood Group PLC by the directors of Wood Group PLC and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code

Name Share Plan No. of ordinary shares under options / awards(1) Date of grant Vesting date Lapse date Exercise price per share (£) David Miller Kemp Long Term Plan (subject to performance conditions) 203,893 1 January 2020 20 March 2025 N/A Nil 275,061 1 January 2021 1 March 2026 N/A Nil 380,024 1 January 2022 20 March 2027 N/A Nil Long Term Plan (no longer subject to performance conditions) 65,091 (original award of 118,048 adjusted to 59,024 post performance, with 6,067 shares under option added for notional dividends accrued during performance period 2018-2020) 1 January 2018 26 March 2023 26 March 2024 Nil 38,898 (original award of 146,084 adjusted to 36,521 post performance, with 2,377 shares under option added for notional dividends accrued during performance period 2019-2021) 1 January 2019 10 March 2024 N/A Nil Annual Bonus Plan (not subject to performance conditions) 30,312 1 April 2020 20 April 2022 20 April 2023 Nil 14,888 28 April 2022 15 March 2024 N/A Nil Employee Share Plan (not eligible for notional dividends) 10,873 22 April 2021 22 April 2023 N/A Nil 14,631 28 April 2022 28 April 2024 N/A Nil Kenneth Gilmartin Long Term Plan (subject to performance conditions) 150,217 1 January 2020 28 March 2023 N/A Nil 37,554 1 January 2020 1 March 2025 N/A Nil 167,214 1 January 2021 1 March 2024 N/A Nil 41,804 1 January 2021 1 March 2026 N/A Nil 234,276 1 January 2022 20 March 2025 N/A Nil 58,569 1 January 2022 20 March 2027 N/A Nil Long Term Plan (not subject to performance conditions, not eligible for notional dividends) 50,000 30 September 2021 1 September 2023 N/A Nil (1)  Unless otherwise stated, nil-cost options and/or conditional awards are subject to notional dividends from the date of grant to the vesting date on the final award. (c)  Interests and short positions held by connected advisors of John Wood Group PLC JPMorgan Chase Bank, National Association (Affiliate of J.P. Morgan Securities plc, Connected Adviser) Class of relevant security: Ordinary shares of 4 2/7 p each Interests(1) Short positions Number % Number % (1) Relevant securities owned and/or controlled: 11 0.00 NIL - (2) Cash-settled derivatives: NIL - NIL - (3) Stock-settled derivatives (including options) and agreements to purchase/sell: NIL - NIL -   TOTAL: 11 0.00 NIL - (1)  Total number of ordinary shares in issue 691,839,369 ordinary shares of 4 2/7 pence each with voting rights. (d)  Interests, short positions and rights to subscribe held by other presumed concert parties of John Wood Group PLC NONE

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:	8 March 2023
Contact name:	Martin J. McIntyre, Company Secretary
Telephone number:	+ 44 (0) 1224 851000

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 .

 

END

 

 

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