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Form 8 (OPD) - John Wood Group PLC

24th Mar 2017 12:04

WOOD GROUP (JOHN) PLC - Form 8 (OPD) - John Wood Group PLC

WOOD GROUP (JOHN) PLC - Form 8 (OPD) - John Wood Group PLC

PR Newswire

London, March 24

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/offereeJohn Wood Group PLC
(d) Is the discloser the offeror or the offeree?OFFEROR
(e) Date position held: The latest practicable date prior to the disclosure24 March 2017
(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”YES If YES, specify which: Amec Foster Wheeler plc

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:Ordinary Shares
InterestsShort positions
Number%Number%
(1) Relevant securities owned and/or controlled:Nil0Nil0
(2) Cash-settled derivatives:Nil0Nil0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:Nil0Nil0
TOTAL:Nil0Nil0

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:
Interests held by directors of John Wood Group PLC and their close relatives and related trusts
NameNumber of Ordinary SharesNumber of Ordinary Shares under option (for more information see 3(B) below)Percentage of total issued share capital (excluding share options) (%)
Robin Watson141,758507,3920.03700
Lorraine Watson5,193Nil0.00136
David Kemp2,216289,7190.00058
Ian Marchant22,777Nil0.00594
Thomas Botts8,500Nil0.00222
Janice Brown11,382Nil0.00297
Jacqui FergusonNilNil0
Richard HowsonNilNil0
Mary Shafer-Malicki3,450Nil0.00090
Jeremy Wilson10,000Nil0.00261
Interests held by directors of John Wood Group PLC under its share plans
Class of relevant securityShare options vestedShare options not vestedExercise price (£)
Number of sharesVest date
Long Term Incentive Plan
Robin Watson23,531Nil
118,048[A]01/03/2018Nil
154,593[A]01/03/2019Nil
140,523[A]01/03/2022Nil
1,87001/03/2018Nil
3,55601/03/2019Nil
David Kemp7,346Nil
63,009[A]01/03/2018Nil
83,738[A]01/03/2019Nil
73,072[A]01/03/2022Nil
1,05601/03/2018Nil
1,83701/03/2019Nil
Long Term Retention Plan
David Kemp20,00016/04/20170.04286
Annual Bonus Plan
Robin Watson27,275Nil
19,28701/03/2018Nil
18,70901/03/2019Nil
David Kemp13,770Nil
13,73001/03/2018Nil
12,16101/03/2019Nil

[A] The vesting of these shares is subject to further performance conditions.

Interests held by other presumed concert parties of John Wood Group PLC

JPMorgan Chase Bank, N.A.:

Class of relevant securityOrdinary Shares
InterestsShort Positions
Number%Number%
Relevant securities owned and/or controlled610.00002Nil0
Cash-settled derivativesNil0Nil0
Stock-settled derivatives (including options) and agreements to purchase/sellNil0Nil0
TOTAL610.00002Nil0

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:24 March 2017
Contact name:Lorraine Sproule
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.


Related Shares:

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