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| FORM 8.3 PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE Rule 8.3 of the Takeover Code (the "Code") 1. KEY INFORMATION |
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| (a) Full name of discloser: | Citadel Group | (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. |
| (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) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
| (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 28 September, 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" | AMEC FOSTER WHEELER PLC |
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| 2. POSITIONS OF THE PERSON 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 following the dealing (if any) |
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| Class of relevant security: | Common Stock ISIN GB00B5N0P849 |
| Interests | Short Positions |
| Number | % | Number | % | (1) Relevant securities owned and/or controlled: | 0 | 0.00 | 93,924 | 0.02 | (2) Cash-settled derivatives: | 3,988,076 | 1.04 | 303,074 | 0.08 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 3,988,076 | 1.04 | 396,998 | 0.10 |
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| 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). (b) Rights to subscribe for new securities (including directors' and other employee options) |
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| Class of relevant security in relation to which subscription right exists: |
| Details, including nature of the rights concerned and relevant percentages: |
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| 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales |
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| Class of relevant security ISIN GB00B5N0P849 | Purchase/sale | Number of securities | Price per unit | Common Stock | Purchase | 1,591 | 6.7 GBP | Common Stock | Purchase | 670 | 6.715 GBP | Common Stock | Purchase | 1,831 | 6.73 GBP | Common Stock | Purchase | 1,962 | 6.735 GBP | Common Stock | Purchase | 2,005 | 6.74 GBP | Common Stock | Purchase | 2,458 | 6.745 GBP | Common Stock | Purchase | 6,641 | 6.75 GBP | Common Stock | Purchase | 27,754 | 6.755 GBP | Common Stock | Purchase | 21,005 | 6.76 GBP | Common Stock | Purchase | 3,324 | 6.765 GBP | Common Stock | Purchase | 3,574 | 6.77 GBP | Common Stock | Purchase | 3,586 | 6.775 GBP | Common Stock | Purchase | 3,296 | 6.78 GBP | Common Stock | Purchase | 10,673 | 6.785 GBP | Common Stock | Purchase | 2,360 | 6.79 GBP | Common Stock | Purchase | 14,025 | 6.795 GBP | Common Stock | Purchase | 9,977 | 6.8 GBP | Common Stock | Purchase | 16,176 | 6.805 GBP | Common Stock | Purchase | 7,648 | 6.81 GBP | Common Stock | Purchase | 11,377 | 6.815 GBP | Common Stock | Purchase | 5,023 | 6.82 GBP | Common Stock | Purchase | 3,963 | 6.825 GBP | Common Stock | Purchase | 1,267 | 6.835 GBP | Common Stock | Purchase | 924 | 6.84 GBP | Common Stock | Purchase | 3,814 | 6.845 GBP | Common Stock | Purchase | 4,921 | 6.85 GBP | Common Stock | Purchase | 7,624 | 6.855 GBP | Common Stock | Purchase | 7,010 | 6.86 GBP | Common Stock | Purchase | 21,967 | 6.865 GBP | Common Stock | Purchase | 22,631 | 6.87 GBP | Common Stock | Purchase | 12,452 | 6.875 GBP | Common Stock | Purchase | 8,189 | 6.88 GBP | Common Stock | Purchase | 8,692 | 6.885 GBP | Common Stock | Purchase | 11,714 | 6.89 GBP | Common Stock | Purchase | 31,412 | 6.895 GBP | Common Stock | Purchase | 67,392 | 6.9 GBP | Common Stock | Purchase | 30,337 | 6.905 GBP | Common Stock | Purchase | 16,477 | 6.91 GBP | Common Stock | Purchase | 5,323 | 6.915 GBP | Common Stock | Purchase | 1,429 | 6.9175 GBP | Common Stock | Purchase | 17,394 | 6.92 GBP | Common Stock | Sale | -1,412 | 6.735 GBP | Common Stock | Sale | -870 | 6.74 GBP | Common Stock | Sale | -5,655 | 6.745 GBP | Common Stock | Sale | -9,167 | 6.75 GBP | Common Stock | Sale | -20,576 | 6.755 GBP | Common Stock | Sale | -18,522 | 6.76 GBP | Common Stock | Sale | -7,015 | 6.765 GBP | Common Stock | Sale | -7,213 | 6.77 GBP | Common Stock | Sale | -2,024 | 6.775 GBP | Common Stock | Sale | -4,873 | 6.78 GBP | Common Stock | Sale | -4,164 | 6.785 GBP | Common Stock | Sale | -4,168 | 6.79 GBP | Common Stock | Sale | -10,248 | 6.795 GBP | Common Stock | Sale | -11,831 | 6.8 GBP | Common Stock | Sale | -29,145 | 6.805 GBP | Common Stock | Sale | -25,320 | 6.81 GBP | Common Stock | Sale | -928 | 6.8125 GBP | Common Stock | Sale | -19,707 | 6.815 GBP | Common Stock | Sale | -10,578 | 6.82 GBP | Common Stock | Sale | -6,926 | 6.825 GBP | Common Stock | Sale | -1,476 | 6.84 GBP | Common Stock | Sale | -504 | 6.845 GBP | Common Stock | Sale | -867 | 6.85 GBP | Common Stock | Sale | -2,214 | 6.855 GBP | Common Stock | Sale | -4,959 | 6.86 GBP | Common Stock | Sale | -21,439 | 6.865 GBP | Common Stock | Sale | -440 | 6.8675 GBP | Common Stock | Sale | -26,429 | 6.87 GBP | Common Stock | Sale | -26,478 | 6.875 GBP | Common Stock | Sale | -292 | 6.8775 GBP | Common Stock | Sale | -7,837 | 6.88 GBP | Common Stock | Sale | -262 | 6.8825 GBP | Common Stock | Sale | -11,833 | 6.885 GBP | Common Stock | Sale | -18,563 | 6.89 GBP | Common Stock | Sale | -29,728 | 6.895 GBP | Common Stock | Sale | -48,526 | 6.9 GBP | Common Stock | Sale | -1,146 | 6.9025 GBP | Common Stock | Sale | -25,758 | 6.905 GBP | Common Stock | Sale | -26,867 | 6.91 GBP | Common Stock | Sale | -2,282 | 6.915 GBP | Common Stock | Sale | -7,361 | 6.92 GBP | Common Stock | Sale | -4,992 | 6.925 GBP |
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| (b) Cash-settled derivative transactions |
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| Class of relevant security ISIN GB00B5N0P849 | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit | Common Stock | CFD | Increasing short position | -158 | 6.8675 GBP | Common Stock | CFD | Increasing short position | -88 | 6.87 GBP | Common Stock | CFD | Increasing short position | -134 | 6.875 GBP | Common Stock | CFD | Reducing long position | -314 | 6.875 GBP | Common Stock | CFD | Reducing long position | -100 | 6.875 GBP | Common Stock | CFD | Reducing long position | -9,486 | 6.882991 GBP | Common Stock | CFD | Reducing long position | -2,998 | 6.882997 GBP | Common Stock | CFD | Reducing long position | -1,527 | 6.883004 GBP | Common Stock | CFD | Reducing long position | -1,711 | 6.883007 GBP | Common Stock | CFD | Reducing long position | -482 | 6.883013 GBP | Common Stock | CFD | Reducing long position | -539 | 6.883089 GBP | Common Stock | CFD | Reducing long position | -6,126 | 6.883459 GBP | Common Stock | CFD | Reducing long position | -493 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -454 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -268 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -268 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -194 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -161 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -34 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -28 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -23 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -10 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -7 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -2 | 6.88346 GBP | Common Stock | CFD | Reducing long position | -1,698 | 6.883461 GBP | Common Stock | CFD | Reducing long position | -285 | 6.883461 GBP | Common Stock | CFD | Reducing long position | -8 | 6.883461 GBP | Common Stock | CFD | Reducing long position | -6,265 | 6.883463 GBP | Common Stock | CFD | Reducing long position | -833 | 6.883836 GBP | Common Stock | CFD | Reducing long position | -197 | 6.883875 GBP | Common Stock | CFD | Reducing long position | -63 | 6.883875 GBP | Common Stock | CFD | Reducing long position | -933 | 6.88388 GBP | Common Stock | CFD | Reducing long position | -291 | 6.883883 GBP | Common Stock | CFD | Reducing long position | -1,055 | 6.888641 GBP | Common Stock | CFD | Reducing long position | -1,041 | 6.888641 GBP | Common Stock | CFD | Reducing long position | -914 | 6.888641 GBP | Common Stock | CFD | Reducing long position | -2,686 | 6.888643 GBP | Common Stock | CFD | Reducing long position | -840 | 6.888655 GBP | Common Stock | CFD | Reducing long position | -941 | 6.888664 GBP | Common Stock | CFD | Reducing long position | -8,878 | 6.8894 GBP | Common Stock | CFD | Reducing long position | -2,751 | 6.88943 GBP | Common Stock | CFD | Reducing long position | -35 | 6.88943 GBP | Common Stock | CFD | Reducing long position | -10 | 6.88943 GBP | Common Stock | CFD | Reducing long position | -8,396 | 6.890011 GBP | Common Stock | CFD | Reducing long position | -1,587 | 6.890011 GBP | Common Stock | CFD | Reducing long position | -1,492 | 6.890011 GBP | Common Stock | CFD | Reducing long position | -33,288 | 6.890013 GBP | Common Stock | CFD | Reducing long position | -2,584 | 6.890013 GBP | Common Stock | CFD | Reducing long position | -442 | 6.890013 GBP | Common Stock | CFD | Reducing long position | -17,823 | 6.89028 GBP | Common Stock | CFD | Reducing long position | -875 | 6.89028 GBP | Common Stock | CFD | Reducing long position | -2,669 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -1,360 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -823 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -438 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -295 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -147 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -67 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -37 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -32 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -6 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -5 | 6.890305 GBP | Common Stock | CFD | Reducing long position | -2,875 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -835 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -289 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -257 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -243 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -219 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -168 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -167 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -119 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -104 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -83 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -80 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -76 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -41 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -17 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -6 | 6.892177 GBP | Common Stock | CFD | Reducing long position | -17,652 | 6.892179 GBP | Common Stock | CFD | Reducing long position | -1,704 | 6.895374 GBP | Common Stock | CFD | Reducing long position | -479 | 6.895386 GBP | Common Stock | CFD | Reducing long position | -1,523 | 6.895387 GBP | Common Stock | CFD | Reducing long position | -526 | 6.89541 GBP | Common Stock | CFD | Reducing long position | -10 | 6.89541 GBP | Common Stock | CFD | Reducing long position | -1,333 | 6.896379 GBP | Common Stock | CFD | Reducing long position | -50 | 6.896379 GBP | Common Stock | CFD | Reducing long position | -4,378 | 6.89638 GBP | Common Stock | CFD | Reducing long position | -12,854 | 6.8975 GBP | Common Stock | CFD | Reducing long position | -1,832 | 6.8975 GBP | Common Stock | CFD | Reducing long position | -1,611 | 6.8975 GBP | Common Stock | CFD | Reducing long position | -557 | 6.8975 GBP | Common Stock | CFD | Reducing long position | -53 | 6.8975 GBP | Common Stock | CFD | Reducing long position | -1,591 | 6.897632 GBP | Common Stock | CFD | Reducing long position | -4,725 | 6.897643 GBP | Common Stock | CFD | Reducing long position | -5,025 | 6.897649 GBP | Common Stock | CFD | Reducing long position | -1,493 | 6.897664 GBP | Common Stock | CFD | Reducing long position | -773 | 6.901394 GBP | Common Stock | CFD | Reducing long position | -2,380 | 6.901399 GBP | Common Stock | CFD | Reducing long position | -2,434 | 6.901401 GBP | Common Stock | CFD | Reducing long position | -389 | 6.901407 GBP | Common Stock | CFD | Reducing long position | -366 | 6.901407 GBP | Common Stock | CFD | Reducing long position | -396 | 6.904735 GBP | Common Stock | CFD | Reducing long position | -373 | 6.904752 GBP | Common Stock | CFD | Reducing long position | -126 | 6.904782 GBP | Common Stock | CFD | Reducing long position | -118 | 6.904852 GBP | Common Stock | CFD | Reducing long position | -2,036 | 6.906936 GBP | Common Stock | CFD | Reducing long position | -648 | 6.906937 GBP | Common Stock | CFD | Reducing long position | -1,990 | 6.906938 GBP | Common Stock | CFD | Reducing long position | -328 | 6.906944 GBP | Common Stock | CFD | Reducing long position | -302 | 6.906944 GBP | Common Stock | CFD | Reducing long position | -440 | 6.907125 GBP | Common Stock | CFD | Reducing long position | -1,482 | 6.90719 GBP | Common Stock | CFD | Reducing long position | -1,391 | 6.907193 GBP | Common Stock | CFD | Reducing long position | -466 | 6.907253 GBP | Common Stock | CFD | Reducing long position | -1,292 | 6.91 GBP | Common Stock | CFD | Reducing long position | -202 | 6.91 GBP | Common Stock | CFD | Reducing long position | -157 | 6.91 GBP | Common Stock | CFD | Reducing long position | -50 | 6.91 GBP | Common Stock | CFD | Reducing short position | 198 | 6.713461 GBP | Common Stock | CFD | Reducing short position | 377 | 6.713461 GBP | Common Stock | CFD | Reducing short position | 10,884 | 6.785973 GBP | Common Stock | CFD | Reducing short position | 129 | 6.795238 GBP | Common Stock | CFD | Reducing short position | 351 | 6.795238 GBP | Common Stock | CFD | Reducing short position | 744 | 6.795238 GBP | Common Stock | CFD | Reducing short position | 1,241 | 6.795238 GBP | Common Stock | CFD | Reducing short position | 1,243 | 6.795238 GBP | Common Stock | CFD | Reducing short position | 1,618 | 6.795238 GBP | Common Stock | CFD | Reducing short position | 2,190 | 6.795238 GBP | Common Stock | CFD | Reducing short position | 1,342 | 6.80801 GBP | Common Stock | CFD | Reducing short position | 14,622 | 6.819431 GBP | Common Stock | CFD | Reducing short position | 3,252 | 6.831013 GBP | Common Stock | CFD | Reducing short position | 1,302 | 6.832492 GBP | Common Stock | CFD | Reducing short position | 6,513 | 6.848899 GBP | Common Stock | CFD | Reducing short position | 3,412 | 6.849049 GBP | Common Stock | CFD | Reducing short position | 380 | 6.851872 GBP | Common Stock | CFD | Reducing short position | 1,106 | 6.851872 GBP | Common Stock | CFD | Reducing short position | 5,281 | 6.851872 GBP | Common Stock | CFD | Reducing short position | 5,349 | 6.851872 GBP | Common Stock | CFD | Reducing short position | 750 | 6.86526 GBP | Common Stock | CFD | Reducing short position | 2,169 | 6.868137 GBP | Common Stock | CFD | Reducing short position | 9,926 | 6.870922 GBP |
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| (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying |
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| Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
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| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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| (d) Other dealings (including subscribing for new securities) |
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| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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| 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements |
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| 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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" | None |
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| (b) Agreements, arrangements or understandings relating to options or derivatives |
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| Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure 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 |
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| Is a Supplemental Form 8 (Open Positions) attached? | NO |
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| Date of disclosure: | 29 September, 2017 | Contact name: | Alasdair Putt | Telephone number: | 020 7645 9700 |
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| Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [email protected]. 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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