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
9 October
2017
Recommended
All-Share Offer by John Wood Group PLC (“Wood Group” or “JWG”) for
Amec Foster Wheeler plc (“Amec Foster Wheeler”)
Wood Group
completes acquisition of Amec Foster Wheeler
Wood Group is pleased to announce that it has completed the
acquisition of Amec Foster Wheeler. Wood Group’s new ordinary
shares will be admitted to the premium segment of the Official List
and to trading on the main market for listed securities of the
London Stock Exchange with effect from 8.00
a.m. (London time) today,
9 October 2017.
Robin Watson, Chief Executive of
Wood Group commented:
“This transformational acquisition creates a global leader in
the delivery of project, engineering and technical services to
energy and industrial markets.
We become a business of significant scale and enhanced
capability delivering services across a broader range of
geographies and sectors, differentiated by the quality of our
people, enabling technology and know-how. Wood is better
placed to serve customers than ever before, with a more
comprehensive range of capabilities and the potential to deliver
efficient integrated solutions with fewer customer interfaces.
We expect to deliver significant cost synergies and incremental
revenue synergies in a less cyclical business which retains a
predominantly reimbursable, asset light model with a balanced risk
appetite.
Our integration planning is well progressed and we have ensured
that appropriate risk management and control processes are in place
from Day 1. We have a clear organisational structure, my Executive
Leadership team and their direct reports have been announced and we
are now focussing on implementing a best of both approach for the
wider organisation. ”
Admission of new
ordinary shares and cancellation of the listing of Amec Foster
Wheeler shares
Holders of ordinary shares of 50
pence each in the capital of Amec Foster Wheeler ("Amec
Foster Wheeler Shares") on the register at the Scheme record
time, being 6.00 p.m. on 6 October 2017, will receive 0.75 of an ordinary
share of 4 2/7 pence each in the
capital of Wood Group ("New JWG Shares") in exchange for
each Amec Foster Wheeler Share. As a result, 294,510,216 New JWG
Shares will be listed on the Premium Listing segment of the
Official List of the UK Listing Authority and will be admitted to
trading on the London Stock Exchange's main market from
8.00 a.m. today.
Following the admission to trading of the New JWG Shares, the
Wood Group’s issued share capital will consist of 677,685,600
ordinary shares with each share carrying the right to one vote.
Wood Group holds no ordinary shares in treasury. The total number
of voting rights in Wood Group will therefore be 677,685,600. This
figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to
notify their interest, or a change to their interest, in Wood Group
under the FCA's Disclosure Guidance and Transparency Rules.
The admission of Amec Foster Wheeler Shares to the premium
segment of the Official List and to trading on the main market for
listed securities of the London Stock Exchange will be cancelled
with effect from 8.00 a.m.
(London time) today.
Appointment of
non-executive directors to the board of John Wood Group PLC
As of 6 October, Ian McHoul,
Linda Adamany and Roy A Franklin
have been appointed to the Wood Group Board as Non-executive
Directors. Biographical details for each director and details of
their appointments are contained in the Prospectus published in
connection with the Combination on 23 May
2017. Since the publication of the Prospectus, Ian McHoul has been appointed Senior Independent
Director of Britvic plc with effect from 1
September 2017 and a non-executive director of Bellway plc
with effect from 1 February 2018.
Roy Franklin has been appointed
Non-Executive Chairman of Premier Oil PLC with effect from
1 September 2017 and resigned as a
non-executive director of Santos Ltd with effect from 30 September 2017. No other information is
required to be disclosed pursuant to paragraph 9.6.13R of the
Listing Rules of the Financial Conduct Authority, other than as
already stated in the Prospectus and this announcement.
About Wood:
Wood is a global leader in the delivery of project, engineering
and technical services to energy and industrial markets. We operate
in more than 60 countries, employing around 55,000 people, with
revenues of over $11 billion. We
provide performance-driven solutions throughout the asset
life-cycle, from concept to decommissioning across a broad range of
industrial markets including the upstream, midstream and downstream
oil & gas, chemicals, environment and infrastructure, power
& process, clean energy, mining and general industrial sectors.
We strive to be the best technical services company to work with,
work for and invest in. www.woodplc.com
Upcoming financial
events
Pre-close trading
update
13 December 2017
Final results for the year to 31 December
2017
22 March 2018
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
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
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.
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’s website at www.woodplc.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.
John Wood Group PLC LEI:
549300PLYY6I10B6S323
Amec Foster Wheeler plc LEI:
DTA07N5U5HK2KC1SCM04
