REG - Wood Group (John)PLC - SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

John WoodAnnouncement

10/03/2026 08:00

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RNS Number : 0245W  Wood Group (John) PLC  10 March 2026

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

 

FOR IMMEDIATE RELEASE

 

10 March
2026

 

RECOMMENDED CASH ACQUISITION

 

OF

 

JOHN WOOD GROUP PLC ("WOOD" OR THE "COMPANY")

 

BY

 

SIDARA LIMITED ("BIDCO")

(an entity controlled by Dar-Al Handasah Consultants Shair and Partners
Holdings Ltd

("Sidara"))

to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006

 

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

 

On 29 August 2025, the boards of directors of Wood and Sidara announced that
they had reached agreement on the terms and conditions of a recommended cash
acquisition of the entire share capital of Wood (the "Acquisition"), to be
implemented by way of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006 (the "Scheme").

The circular in relation to the Scheme was published and sent to Wood
Shareholders on 11 September 2025 (the "Scheme Document") and a supplementary
circular to the Scheme Document was published and sent to Wood Shareholders on
30 October 2025 (the "Supplementary Circular"). On 17 November 2025, the
Scheme was approved by the Scheme Shareholders at the Court Meeting and the
Special Resolutions relating to the implementation of the Scheme were approved
by Wood Shareholders at the General Meeting.

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document and the Supplementary
Circular. All references to times in this announcement are to London, United
Kingdom times unless stated otherwise.

Scheme of arrangement becomes Effective

On 6 March 2026, Wood announced that the Court of Session in Edinburgh had
sanctioned the Scheme at the Sanction Hearing held on that date.

Wood and Sidara are pleased to announce that, following delivery of a copy of
the Court Order to the Registrar of Companies, the Scheme has today become
Effective.

Suspension and cancellation of listing and trading of Wood Shares

The admission of Wood Shares to the FCA's Official List and the admission of
Wood Shares to trading on the Main Market of the London Stock Exchange (the
"Main Market") were suspended with effect from 7.30 a.m. this morning.

Applications have been made to the FCA and the London Stock Exchange for the
cancellation of the admission of Wood Shares to listing on the Official List
and to trading of Wood Shares on the Main Market, which are expected to take
effect by 7.30 a.m. on 11 March 2026.

Consideration and settlement

In accordance with the terms of the Acquisition, a Scheme Shareholder on the
register of members of Wood at the Scheme Record Time, being 6.00 p.m. on 9
March 2026, will be entitled to receive 30 pence in cash for each Scheme Share
held. As set out in the Scheme Document, settlement of the consideration to
which any Scheme Shareholder is entitled will be effected by way of the
despatch of cheques or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in certificated form and in uncertificated
form respectively) as soon as practicable and in any event not later than 14
days after the Effective Date.

[Remainder of page intentionally left blank]

 

 Sidara
 Sidara and Bidco
 Michael Helou, Chief Strategy Officer
 Financial Advisers to Sidara
 Goldman Sachs International                   +44 20 7774 1000

 Nimesh Khiroya and Christopher Pilot
 Greenhill                                     +44 20 7198 7400

 Dacre Barrett-Lennard
 Communications Adviser to Sidara
 Brunswick Group Advisory Ltd                  +44 20 7404 5959
 Patrick Handley and Caroline Daniel
 Wood
 John Wood Group PLC                           +44 7850 978 741
 Simon McGough, President, Investor Relations
 Joint Financial Advisers to Wood
 Europa Partners                               +44 20 7451 4542
 Jan Skarbek and David Fudge
 Rothschild & Co                               +44 20 7280 5000
 John Deans and Paul Duffy
 Joint Financial Advisers and Joint Corporate Brokers to Wood
 J.P. Morgan Cazenove                          +44 20 3493 8000
 Richard Perelman and Charles Oakes
 Morgan Stanley                                +44 20 7425 8000
 Tom Perry and Alex Smart
 PR Adviser to Wood
 FTI Consulting                                +44 20 3727 1340
 Alex Le May, Nick Hasell and Ariadna Peretz

 

Allen Overy Shearman Sterling LLP is acting as lead legal adviser to Sidara
and Bidco. White & Case LLP is advising Sidara and Bidco on financing
matters and Dickson Minto LLP is advising Sidara and Bidco on Scots law
matters. Saranac Partners Limited and RB&A Partners Ltd are each acting as
debt advisers to Sidara and Bidco.

 

Slaughter and May is acting as lead legal adviser to Wood and Burness Paull
LLP is advising Wood on Scots law matters.

Further Information

This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or invitation or solicitation
of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any
sale, issuance or transfer of securities of Wood in any jurisdiction in
contravention of applicable law. The Acquisition will be made solely by means
of the Scheme Document (and the accompanying Forms of Proxy) and the
Supplementary Circular, which together will contain the full terms and
conditions of the Acquisition. This announcement does not constitute a
prospectus or a prospectus exempted document.

This announcement has been prepared for the purpose of complying with English
law, Scots law and the Code and the information disclosed may not be the same
as that which would have been disclosed if this announcement had been prepared
in accordance with the laws of jurisdictions outside of England and Scotland.

Overseas Shareholders

The release, publication or distribution of this announcement in or into
jurisdictions other than the UK may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the UK
(including Restricted Jurisdictions) should inform themselves about, and
observe, any applicable legal or regulatory requirements. Any failure to
comply with applicable restrictions may constitute a violation of securities
laws in any such jurisdiction. To the fullest extent permitted by applicable
law, the companies and persons involved in the Acquisition disclaim any
responsibility or liability for the violation of such restrictions by any
person.

Unless otherwise determined by Sidara or required by the Code, and permitted
by applicable law and regulation, the Acquisition shall not be made available,
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may vote in
favour of the Acquisition by any such use, means, instrumentality or from
within a Restricted Jurisdiction or any other jurisdiction if to do so would
constitute a violation of the laws of that jurisdiction. Copies of this
announcement and any formal documentation relating to the Acquisition are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent in or into or from any Restricted Jurisdiction or any
jurisdiction where to do so would constitute a violation of the laws of such
jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
them in or into or from any Restricted Jurisdiction. Doing so may render
invalid any related purported vote in respect of acceptance of the
Acquisition. Any person (including, without limitation, any custodian, nominee
and trustee) who would, or otherwise intends to, or who may have a contractual
or legal obligation to, forward the Scheme Document, Supplementary Circular
and any other related document to any jurisdiction other than the United
Kingdom should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.

Please refer to Part II (Explanatory Statement) of the Scheme Document for
further details in relation to Overseas Shareholders.

Sanctioned Shareholders

If any Wood Shares are Sanctions Affected Shares: (i) no right, title or
interest in any such Sanctions Affected Shares will be transferred to Bidco on
the Effective Date where such a transfer would cause any person to violate
Sanctions, or be exposed to a reasonable risk of being targeted as a
Sanctioned Person; (ii) any purported vote by or on behalf of any holder of
any such Sanctions Affected Shares at the Court Meeting or the General Meeting
was treated as not valid where Sanctions require such vote to be so treated;
(iii) no holder of Sanctions Affected Shares will receive any cash
consideration under the Acquisition on the Effective Date; and (iv) under the
terms of the Acquisition and the Scheme, subject to compliance with any
Sanctions, with effect on and from the Effective Date, all rights attaching to
any such Sanctions Affected Shares will cease to be exercisable until such
time as the right, title or interest in such shares is transferred to Bidco.

Please refer to the Scheme in Part IV (The Scheme of Arrangement) of the
Scheme Document for further details.

Additional information for U.S. investors

The Acquisition relates to an offer for the shares of a Scottish public
limited company and is proposed to be effected by means of a scheme of
arrangement under Scots law and, in particular, Part 26 of the Companies Act.
The Acquisition, implemented by way of a scheme of arrangement, is not subject
to the tender offer rules or the proxy solicitation rules under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). Accordingly, the
Acquisition is subject to the disclosure requirements and practices applicable
in the UK to a scheme of arrangement which differ from the disclosure
requirements of the U.S. tender offer and proxy solicitation rules.

The receipt of cash as consideration pursuant to the scheme of arrangement by
U.S. Wood Shareholders (defined as Wood Shareholders who are U.S. persons as
defined in the U.S. Internal Revenue Code) may be a taxable transaction for
U.S. federal income tax purposes and under applicable U.S. state and local, as
well as foreign and other, tax laws. Each Wood Shareholder (including U.S.
Wood Shareholders) is urged to consult his/her independent professional
adviser immediately regarding the tax consequences of the transaction
applicable to him/her.

If, in the future, Bidco exercises its right to implement the Acquisition by
way of a Takeover Offer and determines to extend the Takeover Offer into the
U.S., such Takeover Offer will be made in compliance with applicable U.S. laws
and regulations, including any applicable exemptions under the Exchange Act.
The financial information with respect to Sidara included in this
announcement, the Scheme Document and the Supplementary Circular has been or
will have been prepared in accordance with IFRS and thus may not be comparable
to the financial information of U.S. companies or companies whose financial
statements are prepared in accordance with generally accepted accounting
principles in the U.S.

Neither the SEC nor any U.S. state securities commission has approved,
disproved or passed judgment upon the fairness or the merits of the
Acquisition or determined if this announcement is adequate, accurate or
complete. Any representation to the contrary is a criminal offence in the U.S.

In accordance with normal United Kingdom practice and pursuant to Rule
14e-5(b) of the Exchange Act (were the Acquisition to be implemented by way of
a Takeover Offer), Sidara, Bidco or its nominees, or its brokers (acting as
agents), may from time to time make certain purchases of, or arrangements to
purchase, shares or other securities of Wood outside of the U.S., other than
pursuant to the Acquisition, until the date on which the Acquisition and/or
Scheme becomes effective, lapses or is otherwise withdrawn. These purchases
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices. Any information about such purchases or
arrangements to purchase shall be disclosed as required in the UK, shall be
reported to a Regulatory Information Service and shall be available on the
London Stock Exchange website at www.londonstockexchange.com.

Wood will advise the Court that its sanctioning of the Scheme will be relied
on by Sidara as an approval of the Scheme following a hearing on its fairness
to Wood Shareholders, at which Court hearing all Wood Shareholders are
entitled to attend in person or through counsel to support or oppose the
sanctioning of the Scheme and with respect to which notification will be given
to all such holders.

Wood is incorporated under the laws of a non-U.S. jurisdiction, some or all of
Wood's officers and directors may be residents of countries other than the
U.S., and certain of its assets are or may be located in jurisdictions outside
the U.S. Therefore, investors may have difficulty effecting service of process
within the U.S. upon those persons or recovering against Wood or its officers
or directors on judgments of U.S. courts, including judgments based upon the
civil liability provisions of the U.S. federal securities laws. Further, it
may be difficult to compel a non-U.S. company and its affiliates to subject
themselves to a U.S. court's judgment. It may not be possible to sue Wood or
its officers or directors in a non-U.S. court for violations of the U.S.
securities laws.

Forward-looking statements

This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition, and other
information published by Sidara, Bidco and Wood contain statements which are,
or may be deemed to be, "forward-looking statements". All statements, other
than statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are prospective in
nature and are not based on historical facts, but rather on assumptions,
expectations, valuations, targets, estimates, forecasts and projections of
Sidara, Bidco and Wood about future events, and are therefore subject to risks
and uncertainties which could cause actual results or performance to differ
materially from those expressed or implied by the forward-looking statements.
The forward-looking statements contained in this announcement include
statements relating to the expected effects of the Acquisition on the Sidara
Group, the Wood Group and the Enlarged Group, the expected timing and scope of
the Acquisition and other statements other than historical facts. Often, but
not always, forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects" or "does not expect", "is
expected", "is subject to", "budget", "targets", "aims", "scheduled",
"estimates", "forecast", "intends", "anticipates" or "does not anticipate",
"seeks", "prospects", "potential", "possible", "assume" or "believes", or
variations of such words and phrases or statements that certain actions,
events or results "may", "could", "should", "would", "might" or "will" be
taken, occur or be achieved. Sidara, Bidco and Wood can give no assurance that
such expectations will prove to be correct. By their nature, forward-looking
statements involve risks and uncertainties (and other factors that are in many
cases beyond the control of Sidara, Bidco and/or Wood) because they relate to
events and depend on circumstances that may or may not occur in the future and
actual results and developments may 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 readers are therefore cautioned not to place undue reliance on
these forward-looking statements.

There are a number of factors that could affect the future operations of the
Sidara Group, the Wood Group and/or the Enlarged Group and that could cause
actual results and developments to differ materially from those expressed or
implied by such forward-looking statements. These factors include the
satisfaction (or, where permitted, waiver) of the Conditions, as well as
additional factors, such as: domestic and global business and economic
conditions; significant price discounting by competitors; inability to obtain,
or meet conditions imposed for, required governmental and regulatory
approvals; the impact of natural phenomena such as floods, earthquakes,
hurricanes and pandemics; asset prices; market-related risks such as
fluctuations in interest rates and exchange rates; industry trends;
competitive product and pricing pressures; changes in government and
regulation, and to the policies and actions of governments and/or regulatory
authorities (including changes related to capital, tax and tariffs); changes
in political and economic stability (including exposures to terrorist
activities); Eurozone instability; disruption in business operations due to
reorganisation activities; inflation, deflation and currency fluctuations; the
timing impact and other uncertainties of future or planned acquisitions or
disposals or offers; the inability of the Enlarged Group to realise
successfully any anticipated synergy benefits when the Acquisition is
implemented (including changes to the board and/or employee composition of the
Enlarged Group); the inability of the Sidara Group to integrate successfully
the Wood Group's operations and programmes when the Acquisition is
implemented; the Enlarged Group incurring and/or experiencing unanticipated
costs and/or delays (including IT system failures, cyber-crime, fraud and
pension scheme liabilities); or difficulties relating to the Acquisition when
the Acquisition is implemented. Other unknown or unpredictable factors could
affect future operations and/or cause actual results to differ materially from
those in the forward-looking statements. Such forward-looking statements
should therefore be construed in the light of such factors.

Each forward-looking statement speaks only as of the date of this
announcement. Neither the Sidara Group nor the Wood Group, nor any of their
respective associates or directors, officers or advisers, provides any
representation, warranty, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in this
announcement will actually occur. Forward-looking statements involve inherent
risks and uncertainties. All forward-looking statements contained in this
announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers are cautioned not
to place undue reliance on these forward-looking statements. Other than in
accordance with their legal or regulatory obligations (including under the
Code, the UK Market Abuse Regulation, the Listing Rules and the DTRs), neither
the Sidara Group nor the Wood Group is under or undertakes any obligation, and
each of the foregoing expressly disclaims any intention or obligation, to
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise and, in particular, Wood will comply
with its obligation to publish further updated information as required by law
or by a regulatory authority. In light of these risks, results could differ
materially from those stated, implied or inferred from the forward-looking
statements contained in this announcement.

No profit forecasts, estimates or quantified financial benefits statements

Nothing in this announcement is intended, or is to be construed, as a profit
forecast, profit estimate or quantified financial benefits statement for any
period and no statement in this announcement should be interpreted to mean
that earnings or earnings per share for Sidara or Wood, as appropriate, for
the current or future financial years, will necessarily match or exceed the
historical published earnings or earnings per share for Sidara or Wood, as
appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 p.m. (UK time) on the tenth business day following the
commencement of the offer period and, if appropriate, by no later than 3.30
p.m. (UK time) on the tenth 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
per cent. 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(s), 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 p.m. (UK 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 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. You should contact the Panel's Market Surveillance Unit on
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.

Electronic Communications

Please be aware that addresses, electronic addresses and certain information
provided by Wood Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Wood may be provided
to Sidara and/or Bidco during the Offer Period as required under section 4 of
Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.

Publication on a website and availability of hard copies

This announcement and any other documents required to be published pursuant to
Rule 26 of the Code will be available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Sidara's website
at www.energy-pillar.com and on Wood's website at
www.woodplc.com/investors/pages/sidara-proposal-2025 promptly and in any event
by no later than 12 noon on the date following the date of this announcement.
Neither the content of the websites referred to in this announcement nor the
content of any website accessible from hyperlinks in this announcement is
incorporated into, or forms part of, this announcement.

Wood Shareholders may, subject to applicable securities laws, request a hard
copy of this announcement (and any information incorporated into it by
reference to another source) by contacting Wood's registrars, Equiniti Limited
during business hours on 0345 607 6838 within the United Kingdom or on +44 (0)
121 415 7082 from overseas or by submitting a request in writing to Aspect
House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom, with an
address to which the hard copy may be sent. Wood Shareholders may, subject to
applicable securities laws, also request that all future documents,
announcements and information to be sent in relation to the Acquisition should
be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.

General

If you are in any doubt about the contents of this announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the FSMA if you are
resident in the United Kingdom or, if not, from another appropriately
authorised independent financial adviser.

The Acquisition will be subject to English and Scots law, the jurisdiction of
the Court, and the applicable requirements of the Code, the Panel, the London
Stock Exchange, the FCA, the Listing Rules and the Registrar of Companies.

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