Recommended all-share offer by Wood Group for Amec Foster Wheeler: Scheme of arrangement
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
15 September 2017
Recommended All-Share Offer by John Wood Group PLC for Amec Foster Wheeler plc
Updated timetable of principal events following receipt of outstanding anti-trust approval – Scheme of Arrangement expected to be effective 6 October
John Wood Group PLC (“Wood Group”) and Amec Foster Wheeler plc (“Amec Foster Wheeler”) are pleased to announce an updated timetable of principal events in respect of 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"). Following approval by the Mexican anti-trust commission, Wood Group considers that all of the regulatory and third party clearance Conditions set out in paragraphs 2 to 14 of Part III of the Scheme Document have now been satisfied.
Subject to the satisfaction or, if capable of waiver, waiver of the other Conditions set out in Part III of the Scheme Document, including the sanction of the Scheme by the Court and the delivery of the Scheme Court Order to the Registrar of Companies, the Scheme Court Hearing to sanction the Scheme is expected to be held on 5 October 2017 and the Effective Date of the Scheme is expected to be on 6 October 2017(3). An updated expected timetable of principal events is set out below.
Time and/or date(1)
Scheme Court Hearing to sanction the Scheme
5 October 2017
Last day for dealings in, and for registration of transfers of, Amec Foster Wheeler ADRs
5 October 2017(2)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Amec Foster Wheeler Shares
6 October 2017
Suspension of trading in Amec Foster Wheeler Shares
5.00 p.m. on 6 October 2017
Scheme Record Time
6.00 p.m. on 6 October 2017
Effective Date of the Scheme
6 October 2017(3)
Date of issue of New JWG Shares and crediting of New JWG Shares to CREST accounts
by 8.00 a.m. on 9 October 2017
Admission and commencement of dealing in the New JWG Shares on the London Stock Exchange
by 8.00 a.m. on 9 October 2017
Cancellation of listing of Amec Foster Wheeler
9 October 2017
CREST accounts of Amec Foster Wheeler Shareholders credited with New JWG Shares
within 14 days of the Effective Date
CREST accounts of Amec Foster Wheeler Shareholders credited with cash due for fractional entitlements
within 14 days of the Effective Date
Despatch of share certificates for New JWG Shares and cheques for fractional entitlements
within 14 days of the Effective Date
Long Stop Date
14 February 2018(4)
(1) The dates and times given are indicative only and are based on current expectations and may be subject to change. References to times are to London time unless otherwise stated. If any of the times and/or dates above change, the revised times and/or dates will be announced via a Regulatory Information Service.
(2) The last day for dealings in, and transfers of, Amec Foster Wheeler ADRs will be 5 October 2017 and it is expected that on 6 October, the NYSE will suspend trading in the Amec Foster Wheeler ADRs, and thereafter the Amec Foster Wheeler ADRs will be delisted from the NYSE.
(3) The court order approving the Scheme is expected to be delivered to Companies House following the suspension of trading in Amec Foster Wheeler Shares and Amec Foster Wheeler ADRs and the Scheme Record Time on 6 October 2017, which date will then become the Effective Date. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to this time.
(4) This is the latest date by which the Scheme may become effective. However, the Long Stop Date may be extended (with the prior written consent of Wood Group) to 31 March 2018, or such later date as may be agreed in writing by Wood Group and Amec Foster Wheeler (with the Panel’s consent and Court approval (if required)).
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 plcMedia:
Jonathan Refoy, Director of Corporate Affairs Tel: +44 (0)20 7429 7500
Investors: Rupert Green, Chief Corporate Development Officer
Goldman Sachs International (financial adviser to Amec Foster Wheeler)
Anthony Gutman / Nimesh Khiroya Tel: +44 (0) 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.
Disclosure requirements of the Takeover Code (the “Code”)
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129.