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
6 October 2017
Recommended
All-Share Offer by John Wood Group PLC for Amec Foster Wheeler
plc
Scheme of
Arrangement becomes effective
Further to the announcement by John Wood Group PLC (“Wood
Group”) and Amec Foster Wheeler plc (“Amec Foster
Wheeler”) on 13 March 2017
relating to the recommended all-share offer by Wood Group for Amec
Foster Wheeler 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 the
Scheme has become effective in accordance with its terms, following
the sanction of the Scheme by the High Court of Justice in
England and Wales on 5 October
2017 and the delivery of the court order to the Registrar of
Companies on 6 October 2017. The
entire issued ordinary share capital of Amec Foster Wheeler is now
owned by Wood Group.
Amec Foster Wheeler also announces that it has today cancelled
3,158,310 ordinary shares, which it held as treasury shares
Furthermore, John Connolly,
Jonathan Lewis, Ian McHoul, Colin
Day, Linda Adamany,
Stephanie Newby, Roy A Franklin and
Bob Card have resigned from the Amec
Foster Wheeler Board and William
Setter and Carl Chatfield
have been appointed as directors of Amec Foster Wheeler, in each
case, with effect from 6 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 relating to
the Scheme.
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
Investors: investors@amecfw.com
Tel: +44 (0)20 7429 7500
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.
John Wood Group PLC LEI:
549300PLYY6I10B6S323
Amec Foster Wheeler plc LEI:
DTA07N5U5HK2KC1SCM04