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? OFFEROR
(e) Date position held:
     The latest practicable date prior to the disclosure		 24 March 2017
(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”		 YES
If YES, specify which: Amec Foster Wheeler plc

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
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: Nil 0 Nil 0
(2) Cash-settled derivatives: Nil 0 Nil 0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: Nil 0 Nil 0

     TOTAL:		 Nil 0 Nil 0

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:
  1. Interests held by directors of John Wood Group PLC and their close relatives and related trusts
Name Number of Ordinary Shares Number of Ordinary Shares under option (for more information see 3(B) below) Percentage of total issued share capital (excluding share options) (%)
Robin Watson 141,758 507,392 0.03700
Lorraine Watson 5,193 Nil 0.00136
David Kemp 2,216 289,719 0.00058
Ian Marchant 22,777 Nil 0.00594
Thomas Botts 8,500 Nil 0.00222
Janice Brown 11,382 Nil 0.00297
Jacqui Ferguson Nil Nil 0
Richard Howson Nil Nil 0
Mary Shafer-Malicki 3,450 Nil 0.00090
Jeremy Wilson 10,000 Nil 0.00261
  1. Interests held by directors of John Wood Group PLC under its share plans
Class of relevant security Share options vested Share options not vested Exercise price (£)
Number of shares Vest date
Long Term Incentive Plan
Robin Watson 23,531 Nil
118,048[A] 01/03/2018 Nil
154,593[A] 01/03/2019 Nil
140,523[A] 01/03/2022 Nil
1,870 01/03/2018 Nil
3,556 01/03/2019 Nil
David Kemp 7,346 Nil
63,009[A] 01/03/2018 Nil
83,738[A] 01/03/2019 Nil
73,072[A] 01/03/2022 Nil
1,056 01/03/2018 Nil
1,837 01/03/2019 Nil
Long Term Retention Plan
David Kemp 20,000 16/04/2017 0.04286
Annual Bonus Plan
Robin Watson 27,275 Nil
19,287 01/03/2018 Nil
18,709 01/03/2019 Nil
David Kemp 13,770 Nil
13,730 01/03/2018 Nil
12,161 01/03/2019 Nil

[A] The vesting of these shares is subject to further performance conditions.

  1. Interests held by other presumed concert parties of John Wood Group PLC

JPMorgan Chase Bank, N.A.:

Class of relevant security Ordinary Shares
Interests Short Positions
Number % Number %
Relevant securities owned and/or controlled 61 0.00002 Nil 0
Cash-settled derivatives Nil 0 Nil 0
Stock-settled derivatives (including options) and agreements to purchase/sell Nil 0 Nil 0
TOTAL 61 0.00002 Nil 0

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: 24 March 2017
Contact name: Lorraine Sproule
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 +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Copyright h 24 PR Newswire

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