John Wood Group PLC — M&A Activity 2024

May 20, 2024

National Storage Mechanism | Additional information

Wood Group (John) Plc - Form 8 (OPD) - John Wood Group PLC

PR Newswire

LONDON, United Kingdom, May 20

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 .

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