REG - Wood Group (John)PLC - Update on sale of North America T&D to Qualus

John WoodAnnouncement

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RNS Number : 5799F  Wood Group (John) PLC  30 October 2025

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

 

30 October 2025

John Wood Group PLC ("Wood" or the "Company")

Update on sale of North America T&D to Qualus

 

Further to the Company's announcement on 29 August 2025 (the "Initial
Announcement") regarding the agreement to sell its North American Transmission
& Distribution engineering business ("North America T&D") to Qualus
LLC and 2737813 ALBERTA LTD (together, "Qualus") (the "Transaction"), for an
enterprise value of $110 million and cash proceeds of approximately $105
million net of transaction costs, the Company is providing an update on the
Transaction and further information required to be disclosed under the UK
Listing Rules (the "UKLRs").

 

Financial information

 

The following information is a summary of key historical financial information
relating to North America T&D.

 

a)   Consolidated annual balance sheet relating to North America T&D
from the consolidation schedules underlying Wood's audited consolidated
accounts for the financial year ended 31 December 2024 ("FY24") (the "FY24
Accounts") and Wood's interim financial results for the six-month period ended
30 June 2025 ("H1 2025") (the "H1 2025 Interim Results")(1)

 

Expressed in millions of US$

( )

                          FY24   H1 2025

 Non-current assets       0.3    0.2
 Current assets           11.0   10.7
 Current liabilities      (1.3)  (1.4)
 Non-current liabilities  (0.4)  (0.1)
 Net assets               9.6    9.4

 

 

b)   Consolidated income statement relating to North America T&D from
the consolidation schedules underlying Wood's audited consolidated accounts
for the financial year ended 31 December 2023 ("FY23") ("FY23 Accounts"), the
FY24 Accounts and the H1 2025 Interim Results(1)

 

Expressed in millions of US$

 

                     FY23  FY24  H1 2025

 Revenue             37.3  40.8  21.8
 Adjusted EBITDA(2)  5.0   4.9   3.6
 Adjusted EBIT(3)    3.9   2.6   2.6

 

Impact on Wood

 

Following publication of the FY24 Accounts the Company notes that the
Transaction, based on the FY24 Accounts, is expected to have the following
financial impact on the Company:

 

·     North America T&D's adjusted EBITDA(2) of $4.9m and adjusted
EBIT(3) of $2.6m in FY24 will no longer be contributed to the Company's
results

·     North America T&D's non-current assets of $0.3m and current
assets of $11.0m in FY24 will no longer be contributed to the Company's
results

·   North America T&D's current liabilities of $1.3m and non-current
liabilities of $0.4m will no longer be contributed to the Company's results

 

Enquiries

 

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

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

 

Notes

 

1.   Information extracted without material adjustment from the
consolidation schedules underlying the FY23 Accounts, the FY24 Accounts and
the H1 2025 Interim Results, as relevant.

 

2.   Adjusted EBITDA is adjusted earnings before interest, tax, depreciation
and amortisation.

 

3.   Adjusted EBIT is adjusted EBITDA after depreciation and amortisation.
This measure excludes the amortisation of acquired intangibles.

 

Important Notices

 

No statement in this announcement is intended as a profit forecast and no
statement in this announcement should be interpreted to mean that the future
earnings per share, profits, margins or cash flows of Wood following the
Transaction will necessarily match or be greater than the historical published
earnings per share, profits, margins or cash flows of Wood.

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. Forward-looking statements may
and often do differ materially from actual results. Any forward-looking
statements reflect Wood's current view with respect to future events and are
subject to risks relating to future events and other risks, uncertainties and
assumptions relating to Wood's business, results of operations, financial
position, liquidity, prospects, growth and strategies. Forward-looking
statements speak only as of the date they are made.

 

Shareholders are advised to read this announcement in its entirety for a
further discussion of the factors that could affect Wood's future performance.
In light of these risks, uncertainties and assumptions, the events described
in the forward-looking statements in this announcement may not occur.

 

This announcement does not constitute and should not be construed as, an offer
to purchase or sell or issue securities, or otherwise constitute an
inducement, invitation, commitment, solicitation or recommendation to any
person to purchase, subscribe for, or otherwise acquire securities in Wood, or
constitute an inducement to enter into any investment activity in any
jurisdiction. Nothing contained in this announcement is intended to, nor shall
it, form the basis of, or be relied on in connection with, any contract or
commitment whatsoever and, in particular, must not be used in making any
investment decision.

 

The distribution of this announcement in or from certain jurisdictions may be
restricted or prohibited by the laws of any jurisdiction other than the UK.
Recipients of this announcement are required to inform themselves of, and
comply with, all restrictions or prohibitions in such other jurisdictions. Any
failure to comply with applicable requirements may constitute a violation of
the laws and/or regulations of such other jurisdictions.

 

This announcement has been prepared for the purposes of complying with the
applicable law and regulation of the UK (including the UKLRs and the
Disclosure Guidance and Transparency Rules) 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 and regulations of any
jurisdiction outside of the UK.

 

Save as required by the Market Abuse Regulation, the Disclosure Guidance and
Transparency Rules, the UKLRs or by applicable law, Wood expressly disclaims
any intention, obligation or undertaking to update, review or revise any of
the information or the conclusions contained herein, including forward-looking
or other statements contained in this announcement, or to correct any
inaccuracies which may become apparent whether as a result of new information,
future developments or otherwise.

 

Appendix I - Significant change

1.   Wood

Save in respect of: (i) the recommended cash acquisition of Wood by Sidara
Limited (an entity controlled by Dar-Al Handasah Consultants Shair and
Partners Holdings Ltd) to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006 (the "Scheme"), as announced on 29
August 2025; (ii) the information disclosed in the scheme document published
by Wood and sent to Wood shareholders on 11 September 2025 in connection with
the Scheme (a copy of which is available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) ) (the "Scheme
Document"); and (iii) the information disclosed in the supplementary circular
published by Wood on 30 October 2025 (the "Supplementary Circular"), there has
been no significant change in the financial performance or financial position
of Wood since 30 June 2025, being the end of the last financial period for
which financial information of Wood has been published.

2.   North America T&D

There has been no significant change in the financial performance or financial
position of North America T&D since 30 June 2025 being the end of the last
financial period for which financial information of North America T&D has
been published.

 

Appendix II - Material contracts

1.   Wood

 

Save as disclosed in: (i) section 10 of Part VII (Additional Information on
Wood, Sidara and Bidco) of the Scheme Document; (ii) Appendix I - Summary of
the principal terms of the Transaction in the Initial Announcement; and (iii)
the Supplementary Circular, Wood and its subsidiaries (the "Wood Group") have
not entered into any material contract, other than contracts entered into in
the ordinary course of business, for the two years immediately prior to the
date of this announcement, that shareholders of Wood would reasonably require
for the purpose of making a properly informed assessment of the Transaction
and its impact on Wood.

 

2.   North America T&D

 

Save as disclosed in Appendix I - Summary of the principal terms of the
Transaction in the Initial Announcement, North America T&D has not entered
into any material contract, other than contracts entered into in the ordinary
course of business, for the two years immediately prior to the date of this
announcement, that shareholders of Wood would reasonably require for the
purpose of making a properly informed assessment of the Transaction and its
impact on Wood.

 

 

Appendix III - Related party transactions

 

Save as otherwise disclosed in the FY23 Accounts, the FY24 Accounts or the H1
2025 Interim Results, Wood has not entered into any related party transactions
relevant to the Transaction during FY23, FY24 or H1 2025 or otherwise up to
the date of this announcement.

 

Appendix IV - Legal and arbitration proceedings

1.   Wood

Save as set out below or as otherwise detailed in the FY24 Accounts or H1 2025
Interim Results, there are no governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which Wood
is aware) during the period covering the 12 months prior to the date of this
announcement which may have, or have had in the recent past, a significant
effect on the Wood Group and/or the Wood Group's financial position or
profitability.

Asbestos-related litigation

The Wood Group assumed the majority of Amec Foster Wheeler's ("AFW")
asbestos-related liabilities when it acquired AFW in October 2017. While some
of the asbestos claims have been and are expected to be made in the United
Kingdom, the overwhelming majority have been and are expected to be made in
the United States. Some of AFW's U.S. subsidiaries are defendants in numerous
asbestos-related lawsuits and out-of-court informal claims are pending.
Plaintiffs claim damages for personal injury alleged to have arisen from
exposure to, or use of, asbestos in connection with work allegedly performed
during the 1970s and earlier. Wood expects these subsidiaries to be named as
defendants in similar suits and that new claims will be filed in the future.

Aegis Poland

In 2016, one of the Company's subsidiaries, Wood Programs Inc., contracted
with the United States Army Corps of Engineers ("USACE") in relation to a
project involving the construction of various buildings to house the Aegis
Ashore anti-missile defence facility for USACE. The Wood Group's construction
scope is complete and the facilities were formally handed over to USACE in
July 2023. The Wood Group has subsequently submitted a number of claims to
USACE alleging breach of contract. USACE has alleged a number of
counter-claims against the Wood Group, relating to   potential delay
liquidated damages. Discussions between the parties remain ongoing.

FCA investigation

As announced on 27 June 2025, the Company is currently subject to an
investigation by the UK Financial Conduct Authority. At this time, the
investigation is ongoing, and both the timing and outcome are uncertain, but
an economic outflow is likely. It has not been possible to reliably estimate
the quantum of any such outflow, which could be material, and therefore no
provision has been recorded in the FY24 Accounts or the H1 2025 Interim
Results.

2.   North America T&D

There are no governmental, legal or arbitration proceedings (including any
such proceedings which are pending or threatened of which Wood is aware)
during the period covering the 12 months prior to the date of this
announcement which may have, or have had in the recent past, a significant
effect on North America T&D and/or North America T&D's financial
position or profitability.

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