FORM
8 (DD)
PUBLIC
DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN
CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY
INVESTMENT CLIENTS)
Rules
8.1, 8.2 and 8.4 of the Takeover Code (the
"Code")
1. KEY
INFORMATION
(a) Full
name of discloser:
|
Kenneth Gilmartin
|
(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) Status
of person making the disclosure:
e.g.
offeror, offeree, person acting in concert with the offeror/offeree
(specify name of offeror/offeree)
|
Person acting in concert with the offeree (John Wood Group
PLC)
|
(e) Date
dealing undertaken:
|
18 July
2024
|
(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"
|
N/A
|
2. POSITIONS
OF THE PERSON 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 following the
dealing
Class
of relevant security:
|
|
|
Interests
|
Short
positions
|
Number
|
%
|
Number
|
%
|
(1) Relevant
securities owned and/or controlled:
|
1,169,530
|
0.17%
|
Nil
|
-
|
(2) Cash-settled
derivatives:
|
Nil
|
-
|
Nil
|
-
|
(3) Stock-settled
derivatives (including options) and agreements to
purchase/sell:
|
Nil
|
-
|
Nil
|
-
|
TOTAL:
|
1,169,530
|
0.17%
|
Nil
|
-
|
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 (including directors' and other
employee options)
Class
of relevant security in relation to which subscription right
exists:
|
Ordinary
shares of 4 2/7p each
|
Details,
including nature of the rights concerned and relevant
percentages:
(1)
|
Long
Term Plan (not subject to performance
conditions)
|
Number
of ordinary shares
|
Date
of grant
|
Vesting
date
|
Lapse
date
|
Exercise
price (per share)
|
4,180
|
01/01/2021
|
01/03/2026
|
N/A
|
Nil
|
Long
Term Plan (subject to performance conditions)
|
Number
of ordinary shares
|
Date
of grant
|
Vesting
date
|
Lapse
date
|
Exercise
price (per share)
|
234,276
|
01/01/2022
|
20/03/2025
|
N/A
|
Nil
|
58,569
|
01/01/2022
|
20/03/2027
|
N/A
|
Nil
|
998,062
|
01/01/2023
|
20/03/2028
|
N/A
|
Nil
|
Discretionary
Share Plan (subject to performance conditions)
|
Number
of ordinary shares
|
Date
of grant
|
Vesting
date
|
Lapse
date
|
Exercise
price (per share)
|
933,643
|
01/01/2024
|
31/03/2029
|
N/A
|
Nil
|
Annual
Bonus Plan (not subject to performance
conditions)
|
Number
of ordinary shares
|
Date
of grant
|
Vesting
date
|
Lapse
date
|
Exercise
price (per share)
|
74,756
|
18/04/2023
|
20/03/2025
|
N/A
|
Nil
|
81,618
|
19/04/2024
|
20/03/2026
|
N/A
|
Nil
|
Employee
Share Plan - not eligible for notional dividends
(2)
|
Number
of ordinary shares
|
Date
of grant
|
Vesting
date
|
Lapse
date
|
Exercise
price (per share)
|
25,533
|
20/04/2023
|
20/04/2025
|
N/A
|
Nil
|
2,220
|
19/04/2024
|
19/04/2026
|
N/A
|
Nil
|
1,761
|
16/05/2024
|
19/04/2026
|
N/A
|
Nil
|
1,673
|
20/06/2024
|
19/04/2026
|
N/A
|
Nil
|
1,628
|
18/07/2024
|
19/04/2026
|
N/A
|
Nil
|
(1) Unless
otherwise stated, nil-cost options and/or conditional awards are
subject to notional dividends from the date of grant to the vesting
date on the final award.
(2) Awards
under the Employee Share Plan which were granted in the 2023 award
year have been aggregated and stated as having been granted on the
date of the first award in that year (i.e., 20 April
2023).
|
3. DEALINGS
BY THE PERSON MAKING THE DISCLOSURE
Where
there have been dealings in more than one class of relevant
securities of the offeror or offeree named in 1(c), copy table
3(a), (b), (c) or (d) (as appropriate) for each additional class of
relevant security dealt in.
The
currency of all prices and other monetary amounts should be
stated.
(a) Purchases
and sales
(i) Party
to an offer or person acting in concert (except for a principal
trader in the same group as a connected
adviser)
Class
of relevant security
|
Purchase/sale
|
Number
of securities
|
Price
per unit
|
Ordinary shares of 4 2/7p each
|
Purchase of shares in accordance with a trading plan relating to
the Wood Employee Share Plan
|
3,256
|
£2.0559
|
(ii) Principal
trader where the sole reason for the connection is that the
principal trader is in the same group as a connected
adviser
Class
of relevant security
|
Purchases/
sales
|
Total
number of securities
|
Highest
price per unit paid/received
|
Lowest
price per unit paid/received
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(b) Cash-settled
derivative transactions
Class
of relevant security
|
Product
description
e.g.
CFD
|
Nature
of dealing
e.g.
opening/closing a long/short position, increasing/reducing a
long/short position
|
Number
of reference securities
|
Price
per unit
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(c) Stock-settled
derivative transactions (including options)
(i) Writing,
selling, purchasing or varying
Class
of relevant security
|
Product
description e.g.
call option
|
Writing,
purchasing, selling, varying etc.
|
Number
of securities to which option relates
|
Exercise
price per unit
|
Type
e.g.
American, European etc.
|
Expiry
date
|
Option
money paid/ received per unit
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(ii) Exercise
Class
of relevant security
|
Product
description
e.g.
call option
|
Exercising/
exercised against
|
Number
of securities
|
Exercise
price per unit
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(d) Other
dealings (including subscribing for new
securities)
Class
of relevant security
|
Nature
of dealing
e.g.
subscription, conversion
|
Details
|
Price
per unit (if applicable)
|
N/A
|
N/A
|
N/A
|
N/A
|
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 or person acting in concert making
the disclosure and any other person:
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 or person acting in concert making
the disclosure 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: |
19 July
2024
|
Contact
name: |
Michael Rasmuson, Group General Counsel and Company
Secretary
|
Telephone
number: |
+1 832 809 8000
|
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 dealing disclosure requirements on +44 (0)20
7638 0129.
The
Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.