Wood Group (John)PLC Statement re - Completion of Acquisition

 
TIDMWG. TIDMAMFW 
 
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: 
[phone] 
 
Brunswick (Public Relations Adviser to Wood Group) 
Patrick Handley 
Tel: [phone] 
 
J.P. Morgan Cazenove (financial adviser and corporate broker to Wood Group) 
Michael Wentworth-Stanley / Dag Skattum 
Tel: [phone] 
Richard Perelman / James Robinson 
 
Credit Suisse (financial adviser and corporate broker to Wood Group) 
Jonathan Grundy / John Hannaford 
Tel: [phone] 
 
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 
 
 
 
END 
 

(END) Dow Jones Newswires

October 09, 2017 02:02 ET (06:02 GMT)