Placing of Shares

Wood Group (John) PLC 27 March 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN John Wood Group PLC - Selling Shareholders offering up to 50 million Ordinary Shares of John Wood Group PLC. 27 March 2007 John Wood Group PLC (the 'Company' or 'Wood Group') announces that it has been informed by Sir Ian Wood, his family trusts and certain members of his family (together the 'Selling Shareholders') that they intend to offer for sale up to 50 million existing ordinary 3 1/3p shares (the 'Shares') of the Company, representing approximately 9.6 per cent of the issued share capital of the Company, and about 28% of the family holding (the 'Placing'). The move follows advice from financial advisers to the family that they, and in particular the family trusts, should diversify their investments. The Selling Shareholders have no current intention to make further share sales, and certainly not in the next 12 months. Following the Placing, the Wood family will hold approximately 24 per cent of the Company's issued share capital. Commenting on the Placing, Sir Ian Wood said: 'I, my family Trusts and some family members have chosen to sell a number of shares in order to diversify our financial assets. For my immediate family, this is our first sale since the IPO in June 2002. The timing is based solely on independent advice on diversification. 'I personally remain totally committed to Wood Group both as full time Chairman and as a significant investor. A large part of my family's wealth continues to be invested in Wood Group and I have every confidence in the Company's prospects in the future'. The Placing will take place via an accelerated bookbuild. Credit Suisse Securities (Europe) Limited ('Credit Suisse') and JPMorgan Cazenove Limited (' JPMorgan Cazenove') have been appointed as Joint Bookrunners in respect of the Placing. The books for the Placing will open with immediate effect. The results of the Placing are expected to be announced as soon as possible following the closing of the books. The timing of the closing of the books will be at the absolute discretion of Credit Suisse and JPMorgan Cazenove. Contacts: John Wood Group PLC +44 1224 851 000 Nick Gilman Credit Suisse +44 20 7888 8888 James Leigh-Pemberton Richard Crawley JPMorgan Cazenove +44 20 7588 2828 John Paynter Shona Graham MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT PERSONS WHO (1) ARE QUALIFIED INVESTORS WITHIN THE MEANING OF DIRECTIVE 2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE ' PROSPECTUS DIRECTIVE'); (2) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE 'ORDER'); OR (3) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER (ALL SUCH PERSONS REFERRED TO IN (1), (2) AND (3) TOGETHER BEING REFERRED TO AS 'RELEVANT PERSONS'). THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. This announcement has been issued by Wood Group and is the sole responsibility of Wood Group. This announcement is for information purposes only and does not constitute an offer or an invitation to acquire or dispose of any securities of Wood Group in the United States, Canada, Australia or Japan or in any other jurisdiction in which such an offer of solicitation is unlawful. The Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offering of securities in the United States. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information which has not been independently verified by Credit Suisse or JPMorgan Cazenove. Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia or Japan. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian or Japanese securities laws. The distribution of this announcement and the offering or sale of the Shares in certain jurisdictions may be restricted by law. No action has been taken by Wood Group, or any of their respective affiliates, or any other person that would permit an offer of the Shares or possession or distribution of this announcement or any other offering or publicity material relating to the Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by Wood Group to inform themselves about and to observe any such restrictions. Credit Suisse and JPMorgan Cazenove are acting for the Selling Shareholders only in connection with the Placing, and no one else, and will not be responsible to anyone other than the Selling Shareholders for providing the protections offered to clients of Credit Suisse and JPMorgan Cazenove nor for providing advice in relation to the Placing. This information is provided by RNS The company news service from the London Stock Exchange
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