Statement Re Final Possible Offer for Wood Group

Sidara

29 May 2024

 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE

FOR IMMEDIATE RELEASE

29 May 2024

Dar Al-Handasah Consultants Shair and Partners Holdings Ltd ("Sidara")

Statement Regarding Final* Possible Offer for John Wood Group PLC ("Wood")

Sidara confirms that on 29 May 2024, it submitted its fourth proposal to Wood regarding a possible cash offer to acquire the entire share capital of Wood for 230 pence per share. This offer price is final*.

This final* offer price represents a premium of:

o  52.0% to the closing Wood share price on 29 April 2024 (being the date prior to the first proposal made by Sidara)

o  30.4% to Wood's 52 week high share price as at 29 April 2024 (excluding any days when Wood was in an offer period).

Wood has not engaged with Sidara since Sidara made its first approach. Under the Takeover Code Sidara has until 5 June 2024 either to announce a firm intention to make an offer for Wood or to announce it has no intention to make an offer, unless this deadline is extended with the consent of Wood and the Takeover Panel. Sidara does not believe that its proposal can be progressed unless the Board of Wood engages with Sidara and an extension to the deadline is granted.

Further announcements will be made in due course as appropriate, but this announcement does not amount to a firm intention to make an offer under the Code and there can be no certainty that an offer will ultimately be made.

*Pursuant to Rule 2.5(a)(ii) of the Code, Sidara confirms that the possible offer price of 230 pence per share is final and will not be increased, except that Sidara reserves the right to increase the amount of the offer price if: (a) there is an announcement on or after the date of this announcement of an offer or a possible offer (including a partial offer) for Wood by a third party offeror or potential offeror (including where the announcement of any such offer or possible offer is made by Wood); or (b) the Takeover Panel otherwise provides its consent.

If Wood announces, declares, makes, or pays any dividend or any other distribution or return

of value to shareholders, Note 4(b) on Rule 2.5 of the Code applies and Sidara will be required to reduce the offer consideration by the amount of any dividend or any other distribution or return of value to shareholders which is paid or becomes payable by Wood to its shareholders following the date of this announcement.

Sidara further reserves the right to make the offer on less favourable terms than those described in this announcement or any prior proposals made to the Board of Wood: (a) with the recommendation or consent of the Board of Wood; (b) following the announcement by Wood of a Rule 9 waiver proposal or a reverse takeover (as defined in the Code); or (c) if a third party announces an offer or possible offer (including a partial offer) for Wood on less favourable terms than its final proposal (including where the announcement of any such offer or possible offer is made by Wood).

Enquiries

Brunswick Group LLP                                                                                                          

Patrick Handley

Caroline Daniel

Tel: [phone]

Further information about Sidara

Sidara is a global planning, design, engineering and project management group founded in 1956 with revenues of $2.8bn and extensive operations in the US, EMEA and Asia. Sidara is a privately-owned working partnership with no external shareholders.

With an important and substantial presence in London, Sidara has over 20,000 employees spanning 308 offices and 60 countries worldwide. Some of the industry's most recognizable and specialist brands are part of Sidara, including award-winning global architecture firm Perkins & Will, global engineering firm TYLin, and specialist project management firm Currie & Brown. Sidara is the trading name of Dar Al-Handasah Consultants Shair and Partners Holdings Ltd.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www.sidaracollaborative.com by not later than 12.00 noon (London time) on the business day immediately following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Deadline for firm offer

In accordance with Rule 2.6(a) of the U.K. Takeover Code, Sidara is required, by not later than 5.00 p.m. on 5 June 2024, to either announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case this final proposal will be withdrawn and the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended at the request of the Board of Wood and with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

Additional information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire or subscribe for, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Wood who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

 

END