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 OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
5 October
2017
Recommended
All-Share Offer by John Wood Group PLC for Amec Foster Wheeler
plc
Court sanction of
Scheme of Arrangement
On 13 March 2017, the boards of
John Wood Group PLC (“Wood Group”) and Amec Foster Wheeler
plc (“Amec Foster Wheeler”) announced that they had reached
agreement on the terms of a recommended all-share offer by Wood
Group for Amec Foster Wheeler (the “Combination”) to be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the “Scheme”).
Wood Group and Amec Foster Wheeler are pleased to announce that,
at a hearing earlier today, the High Court of Justice in
England and Wales sanctioned the Scheme.
Delivery of the court order to the Registrar of Companies is
expected to take place tomorrow, at which point the Scheme will
become effective.
The last day of dealings in, and for registration of transfers
of, Amec Foster Wheeler Shares will be tomorrow, 6 October 2017. No transfers of Amec Foster
Wheeler Shares will be registered after 6.00
p.m. tomorrow.
Upon the Scheme becoming effective, Scheme Shareholders will
receive 0.75 of a new ordinary share of 4 2/7
pence each in the capital of Wood Group in exchange for each Amec
Foster Wheeler Share held by them at the Scheme Record Time, being
6.00 p.m. (BST) tomorrow,
6 October 2017. As at 4 October 2017, being the last business day prior
to this announcement, the closing price of each Wood Group ordinary
share was 700p.
It is expected that the cancellation of the admission to trading
of Amec Foster Wheeler Shares on the London Stock Exchange's Main
Market for listed securities and the cancellation of the listing of
Amec Foster Wheeler Shares from the premium segment of the Official
List of the UK Listing Authority will each take place by
8.00 a.m. on 9
October 2017.
Capitalised terms used but not otherwise defined in this
announcement have the meanings given to them in the scheme document
published on 23 May 2017 in relation
to the Combination.
Enquiries
Wood Group
Andrew Rose, Head of Investor
Relations
Tel: +44 (0)12 2453 2716
Brunswick (Public Relations Adviser to Wood Group)
Patrick Handley
Tel: +44 (0)20 7404 5959
J.P. Morgan Cazenove (financial adviser and corporate broker
to Wood Group)
Michael Wentworth-Stanley /
Dag Skattum
Tel: +44 (0)20 7742 4000
Richard Perelman / James Robinson
Credit Suisse (financial adviser and corporate broker to Wood
Group)
Jonathan Grundy / John Hannaford
Tel: +44 (0)20 7888 8888
James Peterkin /
Joe Hannon
Amec Foster Wheeler plc
Media: Jonathan Refoy,
Director of Corporate
Affairs
Tel: +44 (0)20 7429 7500
Investors: Rupert Green, Chief
Corporate Development Officer
Goldman Sachs International (financial adviser to Amec Foster
Wheeler)
Anthony Gutman / Nimesh
Khiroya
Tel: +44 (0)20 7774 1000
Christopher Pilot / Celia Murray
BofA Merrill Lynch (financial adviser and corporate broker to
Amec Foster Wheeler)
Simon Mackenzie Smith / Tim Waddell
Tel: +44 (0)20 7628 1000
Geoff Iles / Rowland Phillips
Barclays (financial adviser and corporate broker to Amec
Foster Wheeler)
Mark Astaire / Derek
Shakespeare
Tel: +44 (0)20 7623 2323
Asim Gunduz
Important notice
relating to financial advisers
J.P. Morgan Limited, which conducts
its UK investment banking business as J.P. Morgan Cazenove
(“J.P. Morgan Cazenove”), is authorised and regulated in the
United Kingdom by the FCA. J.P.
Morgan Cazenove is acting exclusively for JWG and no one else in
connection with the Combination and the matters set out in this
announcement and will not be responsible to anyone other than JWG
for providing the protections afforded to clients of J.P. Morgan
Cazenove or its affiliates, or for providing advice in relation to
the Combination or any other matters referred to in this
announcement.
Credit Suisse International
(“Credit Suisse”), which is authorised by the PRA and
regulated by the FCA and PRA in the United Kingdom, is acting as financial adviser
exclusively for JWG and no one else in connection with the
Combination and the matters set out in this announcement and will
not be responsible to anyone other than JWG for providing the
protections afforded to clients of Credit Suisse, nor for providing
advice in relation to the Combination, the content of this
announcement or any matter referred to herein. 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.
Each of Goldman Sachs International,
Merrill Lynch International (“BofA Merrill Lynch”) and
Barclays Bank PLC, acting through its Investment Bank
(“Barclays”), who are authorised by the Prudential
Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential
Regulation Authority, are acting exclusively for Amec Foster
Wheeler and no one else in connection with the matters referred to
in this announcement and will not be responsible to anyone other
than Amec Foster Wheeler for providing the protections afforded to
the respective clients of Goldman Sachs International, BofA Merrill
Lynch and Barclays, or for providing advice in connection with the
contents of this announcement or any other matters referred to in
this announcement.
Publication on
website
A copy of this announcement and the
documents required to be published by Rule 26 of the City Code will
be made available on Wood Group’s website at www.woodgroup.com and
Amec Foster Wheeler’s website at www.amecfw.com by no later than 12
noon (London time) on the Business
Day following this announcement. For the avoidance of doubt,
the contents of those websites are not incorporated into and do not
form part of this announcement.
Cautionary Note
Regarding Forward-Looking Statements
This announcement contains certain
forward-looking statements with respect to the financial condition,
results of operations and business of Amec Foster Wheeler and JWG
and certain plans and objectives of the combined group. These
forward-looking statements can be identified by the fact that they
do not relate only to historical or current facts. Forward-looking
statements often use words such as “anticipate”, “target”,
“expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “hope”,
“aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or
other words of similar meaning. These statements are based on
assumptions and assessments made by Amec Foster Wheeler and/or JWG
in light of its experience and its perception of historical trends,
current conditions, future developments and other factors it
believes appropriate. By their nature, forward-looking statements
involve risk and uncertainty, because they relate to events and
depend on circumstances that will occur in the future and the
factors described in the context of such forward-looking statements
in this announcement could cause actual results and developments to
differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the
expectations reflected in such forward-looking statements are
reasonable, no assurance can be given that such expectations will
prove to have been correct and you are therefore cautioned not to
place undue reliance on these forward-looking statements which
speak only as at the date of this announcement. Neither Amec Foster
Wheeler nor JWG assumes any obligation to update or correct the
information contained in this announcement (whether as a result of
new information, future events or otherwise), except as required by
applicable law.
There are several factors which could
cause actual results to differ materially from those expressed or
implied in forward-looking statements. Among the factors that could
cause actual results to differ materially from those described in
the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory
forces, future exchange and interest rates, changes in tax rates
and future business combinations or dispositions.
Disclosure
requirements of the Takeover Code (the “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 Takeover 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. If you are in any doubt as
to whether you are required to make an Opening Position Disclosure
or a Dealing Disclosure, you should contact the Panel’s Market
Surveillance Unit on +44 (0)20 7638 0129.