Scheme of Arrangement becomes effective
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.
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 plcInvestors: firstname.lastname@example.org 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
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