FORM
8 (OPD)
PUBLIC
OPENING POSITION DISCLOSURE BY A PARTY TO AN
OFFER
Rules
8.1 and 8.2 of the Takeover Code (the “Code”)
1. KEY
INFORMATION
(a) Full
name of discloser:
|
John Wood
Group PLC
|
(b) Owner
or controller of interests and short positions disclosed, if
different from 1(a):
The
naming of nominee or vehicle companies is
insufficient.
For a
trust, the trustee(s), settlor and beneficiaries must be
named.
|
N/A
|
(c) Name
of offeror/offeree in relation to whose relevant securities this
form relates:
Use a
separate form for each offeror/offeree
|
John Wood
Group PLC
|
(d) Is
the discloser the offeror or the offeree?
|
OFFEREE
|
(e) Date
position held:
The
latest practicable date prior to the disclosure
|
17 May
2024
|
(f) In
addition to the company in 1(c) above, is the discloser making
disclosures in respect of any other party to the
offer?
If it
is a cash offer or possible cash offer, state “N/A”
|
N/A
|
2. POSITIONS
OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If
there are positions or rights to subscribe to disclose in more than
one class of relevant securities of the offeror or offeree named in
1(c), copy table 2(a) or (b) (as appropriate) for each additional
class of relevant security.
(a) Interests
and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
Class
of relevant security:
|
|
|
Interests
|
Short
positions
|
Number
|
%
|
Number
|
%
|
(1) Relevant
securities owned and/or controlled:
|
NIL
|
-
|
NIL
|
-
|
(2) Cash-settled
derivatives:
|
NIL
|
-
|
NIL
|
-
|
(3) Stock-settled
derivatives (including options) and agreements to
purchase/sell:
|
NIL
|
-
|
NIL
|
-
|
TOTAL:
|
NIL
|
-
|
NIL
|
-
|
All
interests and all short positions should be
disclosed.
Details
of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities,
should be given on a Supplemental Form 8
(Open Positions).
Details
of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form
8 (SBL).
(b) Rights
to subscribe for new securities
Class
of relevant security in relation to which subscription right
exists:
|
N/A
|
Details,
including nature of the rights concerned and relevant
percentages:
|
N/A
|
3. POSITIONS
OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE
DISCLOSURE
Details
of any interests, short positions and rights to subscribe
(including directors’ and other employee options) of any person
acting in concert with the party to the offer making the
disclosure:
|
(a)
Interests
held by the directors or John Wood Group PLC and their close
relatives and related trusts
Name
|
No.
of ordinary shares
|
Percentage
of total issued share capital (excl. share options)
(1)
|
Arvind
Philip Balan
|
657,065
|
0.09%
|
Birgitte
Brinch Madsen
|
5,000
|
0.00%
|
Roy
Alexander Franklin
|
74,000
|
0.01%
|
Kenneth
Gilmartin
|
1,162,927
|
0.16%
|
David
Charles Lockwood
|
25,000
|
0.00%
|
Adrian
Marsh
|
27,000
|
0.00%
|
Nigel
Gordon Mills
|
7,341
|
0.00%
|
Brenda
Reichelderfer
|
15,000
|
0.00%
|
Susan
Steele
|
36,913
|
0.00%
|
(1) The total
number of ordinary shares in issue as at the date of this document
is 691,839,369 ordinary shares of 4 2/7 pence each with voting
rights. Percentage holdings are rounded down to two decimal
places.
|
(b)
Interests
held as options or awards under the share plans of John Wood Group
PLC by the directors of John Wood Group PLC and their close
relatives and related trusts who are not exempt principal traders
for the purposes of Rule 8 of the Code
Name
|
Share
plan
|
No.
of shares under options / awards
(1)
|
Date
of grant
|
Vesting
date
|
Lapse
date
|
Exercise
price per share (£)
|
Arvind
Philip Balan
|
Discretionary
Share Plan (subject to performance conditions)
|
591,226
|
1 January
2024
|
31 March
2029
|
N/A
|
Nil
|
1,306,403
|
19 April
2024
|
20 March
2026
|
N/A
|
Nil
|
Discretionary
Share Plan (not subject to performance conditions, not eligible for
notional dividends)
|
257,036
|
19 April
2024
|
20 March
2025
|
N/A
|
Nil
|
1,430,822
|
19 April
2024
|
20 March
2025
|
N/A
|
Nil
|
Kenneth
Gilmartin
|
Long Term
Plan (not subject to performance conditions)
|
4,180
|
1 January
2021
|
1 March
2026
|
N/A
|
Nil
|
Long Term
Plan (subject to performance conditions)
|
234,276
|
1 January
2022
|
20 March
2025
|
N/A
|
Nil
|
58,569
|
1 January
2022
|
20 March
2027
|
N/A
|
Nil
|
998,062
|
1 January
2023
|
20 March
2028
|
N/A
|
Nil
|
Discretionary
Share Plan (subject to performance conditions)
|
933,643
|
1 January
2024
|
31 March
2029
|
N/A
|
Nil
|
Annual
Bonus Plan (not subject to performance conditions)
|
74,756
|
18 April
2023
|
20 March
2025
|
N/A
|
Nil
|
81,618
|
19 April
2024
|
20 March
2026
|
N/A
|
Nil
|
Employee
Share Plan – not eligible for notional dividends(2)
|
25,533
|
20 April
2023
|
20 April
2025
|
N/A
|
Nil
|
2,220
|
19 April
2024
|
19 April
2026
|
N/A
|
Nil
|
1,761
|
16 May
2024
|
19 April
2026
|
N/A
|
Nil
|
(1) Unless
otherwise stated, nil-cost options and/or conditional awards are
subject to notional dividends from the date of grant to the vesting
date on the final award.
(2) Awards
under the Employee Share Plan which were granted in the 2023 award
year have been aggregated and stated as having been granted on the
date of the first award in that year (i.e., 20 April
2023).
|
(c)
Interests
and short positions held by non-exempt connected advisors of John
Wood Group PLC
NONE
|
Details
of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities,
should be given on a Supplemental Form 8 (Open
Positions).
Details
of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form
8 (SBL).
4. OTHER
INFORMATION
(a) Indemnity
and other dealing arrangements
Details
of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities
which may be an inducement to deal or refrain from dealing entered
into by the party to the offer making the disclosure or any person
acting in concert with it:
Irrevocable
commitments and letters of intent should not be included. If there
are no such agreements, arrangements or understandings, state
“none”
|
NONE
|
(b) Agreements,
arrangements or understandings relating to options or
derivatives
Details
of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person
acting in concert with it, and any other person relating
to:
(i) the
voting rights of any relevant securities under any option;
or
(ii) the
voting rights or future acquisition or disposal of any relevant
securities to which any derivative is
referenced:
If
there are no such agreements, arrangements or understandings, state
“none”
|
NONE
|
(c) Attachments
Are
any Supplemental Forms attached?
Supplemental
Form 8 (Open Positions)
|
NO
|
Supplemental
Form 8 (SBL)
|
NO
|
Date of
disclosure: |
20 May
2024
|
Contact
name: |
Martin J.
McIntyre, Company Secretary
|
Telephone
number: |
+ 44 (0)
1224 851000
|
Public
disclosures under Rule 8 of the Code must be made to a Regulatory
Information Service.
The
Panel’s Market Surveillance Unit is available for consultation in
relation to the Code’s disclosure requirements on +44 (0)20 7638
0129.
The
Code can be viewed on the Panel’s website at
www.thetakeoverpanel.org.uk.