REG - Wood Group (John)PLC - Notice of General Meeting

John WoodAnnouncement

07/10/2025 07:00

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RNS Number : 2799C  Wood Group (John) PLC  07 October 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTY) IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

7 October 2025

John Wood Group PLC

Notice of General Meeting

John Wood Group PLC (the "Company" or the "Group") announces that today, 7
October 2025, it posted to shareholders a circular including a Notice of
General Meeting to be held at 3:00 p.m. UK time on Thursday, 23 October 2025
at Sir Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen, AB12
3LE, United Kingdom, and a letter from the Chair of the Board of the Company
(the "Circular").

As previously announced, the Company is working with its auditor to finalise
its statutory audited consolidated accounts for the twelve-month period ended
31 December 2024 (the "Audited Accounts"). As the Company has continued to
progress the audit, it has become apparent that when the Company publishes its
audited accounts for the financial year ended 31 December 2024, the Company's
borrowings will exceed the borrowing limit in Article 98(B) of the Company's
articles of association. The borrowing limit, which the Company is currently
in compliance with, is determined by reference to the adjusted capital and
reserves of the Company as shown on the latest audited balance sheet.

The Board is therefore seeking shareholder approval to sanction a temporary
disapplication of the Group's borrowing limit (as permitted under Article
98(B)) until 31 October 2028, being a fixed period within which the Company
expects to require the disapplication of the borrowing limit in order to
continue to finance its operations and business.

A breach of the borrowing limit would have serious and adverse implications
for the day-to-day use of the Company's existing debt facilities and the debt
facilities to be implemented pursuant to the amendment and extension as
described in the scheme document published by the Company on 11 September 2025
(the "Scheme Document") relating to the recommended cash acquisition of the
Company by Sidara Limited (the "Acquisition"). It would amount to an event of
default and, separately, the Company would be unable to draw on its existing
debt facilities without breaching its articles of association and without
further lender consents.

That would have a significantly adverse effect on the Company's liquidity
position. It would also materially risk jeopardising the Acquisition, which
remains critical to the Company's future, or any other potential transaction
where shareholders would receive any value for their shares. It is therefore
imperative that the borrowing limit is disapplied prior to publication of the
Audited Accounts.

Accordingly, the Board considers that the resolution set out in the Notice of
General Meeting is in the best interests of the Company and of its
shareholders as a whole and unanimously recommends shareholders to vote in
favour of it, as each of the directors intends to do in respect of their own
beneficial holdings.

The Circular is a subsequent document for the purposes of Rule 27.2 of the
City Code on Takeovers and Mergers (the "Code"). The Takeover Panel has
granted a dispensation from the requirement to publish the confirmations
required by Rule 27.2 of the Code in this document. Such confirmations will be
included in the supplementary circular to the Scheme Document which will be
published following publication of the Audited Accounts and the Company's
interim financial results for the six-month period ended 30 June 2025 (the "H1
2025 Interim Results"), and at least 14 days prior to the shareholder meetings
to be held on 12 November 2025 (the "Supplementary Circular"). The
Supplementary Circular will incorporate by reference the Audited Accounts and
the H1 2025 Interim Results and will be published on the Company's website at
www.woodplc.com/investors/pages/sidara-proposal-2025
(http://www.woodplc.com/investors/pages/sidara-proposal-2025) and Sidara's (as
defined in the Scheme Document) website at www.energy-pillar.com
(http://www.energy-pillar.com) .

In accordance with UK Listing Rule 6.4.1, copies of the following documents
have been submitted to the Financial Conduct Authority and will shortly be
available for inspection from the Financial Conduct Authority's National
Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) :

-     Circular including Notice of General Meeting; and

-     Proxy Form for the General Meeting.

The above documents are also available at
www.woodplc.com/investors/general-meetings
(http://www.woodplc.com/investors/general-meetings) .

Enquiries:

Simon McGough, President, Investor Relations               +44
(0) 7850 978 741

Alex Le May / Ariadna Peretz, FTI Consulting
+44 (0) 20 3727 1340

Further information:

The person responsible for arranging the release of this announcement is John
Habgood, Group General Counsel and Company Secretary.

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