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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 | 24 July, 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: | 54,772 | 0.01 | 0 | 0.00 | (2) Cash-settled derivatives: | 11,230,400 | 2.93 | 486,502 | 0.13 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 11,285,172 | 2.95 | 486,502 | 0.13 |
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| | | | | | | | | |
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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 | 18 | 5.995 GBP | Common Stock | Purchase | 23 | 6 GBP | Common Stock | Purchase | 7,375 | 6.005 GBP | Common Stock | Purchase | 22,019 | 6.01 GBP | Common Stock | Purchase | 14,108 | 6.015 GBP | Common Stock | Purchase | 2,763 | 6.02 GBP | Common Stock | Purchase | 13,830 | 6.025 GBP | Common Stock | Purchase | 900 | 6.0275 GBP | Common Stock | Purchase | 53,171 | 6.03 GBP | Common Stock | Purchase | 10,512 | 6.035 GBP | Common Stock | Purchase | 10,848 | 6.04 GBP | Common Stock | Purchase | 110 | 6.0425 GBP | Common Stock | Purchase | 9,327 | 6.045 GBP | Common Stock | Purchase | 664 | 6.0475 GBP | Common Stock | Purchase | 27,144 | 6.05 GBP | Common Stock | Purchase | 783 | 6.0525 GBP | Common Stock | Purchase | 28,376 | 6.055 GBP | Common Stock | Purchase | 15,830 | 6.06 GBP | Common Stock | Purchase | 15,401 | 6.065 GBP | Common Stock | Purchase | 1,794 | 6.0675 GBP | Common Stock | Purchase | 23,044 | 6.07 GBP | Common Stock | Purchase | 24,981 | 6.075 GBP | Common Stock | Purchase | 9,641 | 6.08 GBP | Common Stock | Purchase | 16,329 | 6.085 GBP | Common Stock | Purchase | 11,289 | 6.09 GBP | Common Stock | Purchase | 1,083 | 6.095 GBP | Common Stock | Purchase | 2,000 | 6.1 GBP | Common Stock | Purchase | 1,198 | 6.105 GBP | Common Stock | Sale | -2,514 | 6.005 GBP | Common Stock | Sale | -2,989 | 6.01 GBP | Common Stock | Sale | -1,813 | 6.015 GBP | Common Stock | Sale | -1,731 | 6.02 GBP | Common Stock | Sale | -1,793 | 6.025 GBP | Common Stock | Sale | -7,420 | 6.03 GBP | Common Stock | Sale | -9,787 | 6.035 GBP | Common Stock | Sale | -6,023 | 6.04 GBP | Common Stock | Sale | -13,021 | 6.045 GBP | Common Stock | Sale | -10,122 | 6.05 GBP | Common Stock | Sale | -8,444 | 6.055 GBP | Common Stock | Sale | -5,893 | 6.06 GBP | Common Stock | Sale | -8,650 | 6.065 GBP | Common Stock | Sale | -38,947 | 6.07 GBP | Common Stock | Sale | -22,335 | 6.075 GBP | Common Stock | Sale | -16,364 | 6.08 GBP | Common Stock | Sale | -162 | 6.0825 GBP | Common Stock | Sale | -19,882 | 6.085 GBP | Common Stock | Sale | -3,124 | 6.0875 GBP | Common Stock | Sale | -10,313 | 6.09 GBP | Common Stock | Sale | -5,843 | 6.095 GBP | Common Stock | Sale | -3,429 | 6.1 GBP | Common Stock | Sale | -3,298 | 6.105 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 | -649 | 6.048297 GBP | Common Stock | CFD | Increasing short position | -137,156 | 6.06779 GBP | Common Stock | CFD | Increasing short position | -421 | 6.06779 GBP | Common Stock | CFD | Increasing short position | -78,948 | 6.07652 GBP | Common Stock | CFD | Reducing long position | -5 | 6.01175 GBP | Common Stock | CFD | Reducing long position | -34 | 6.011985 GBP | Common Stock | CFD | Reducing long position | -110 | 6.011989 GBP | Common Stock | CFD | Reducing long position | -50 | 6.012025 GBP | Common Stock | CFD | Reducing long position | -161 | 6.012026 GBP | Common Stock | CFD | Reducing long position | -3 | 6.0125 GBP | Common Stock | CFD | Reducing long position | -164 | 6.043049 GBP | Common Stock | CFD | Reducing long position | -530 | 6.043519 GBP | Common Stock | CFD | Reducing long position | -11,333 | 6.045489 GBP | Common Stock | CFD | Reducing long position | -5,271 | 6.045496 GBP | Common Stock | CFD | Reducing long position | -10,279 | 6.045499 GBP | Common Stock | CFD | Reducing long position | -6,394 | 6.045499 GBP | Common Stock | CFD | Reducing long position | -3,587 | 6.04552 GBP | Common Stock | CFD | Reducing long position | -6 | 6.0575 GBP | Common Stock | CFD | Reducing long position | -121 | 6.059132 GBP | Common Stock | CFD | Reducing long position | -21,779 | 6.059654 GBP | Common Stock | CFD | Reducing long position | -38 | 6.059934 GBP | Common Stock | CFD | Reducing long position | -1,181 | 6.060326 GBP | Common Stock | CFD | Reducing long position | -2,090 | 6.060407 GBP | Common Stock | CFD | Reducing long position | -1,597 | 6.060407 GBP | Common Stock | CFD | Reducing long position | -36 | 6.060407 GBP | Common Stock | CFD | Reducing long position | -2,329 | 6.060458 GBP | Common Stock | CFD | Reducing long position | -201 | 6.060458 GBP | Common Stock | CFD | Reducing long position | -799 | 6.060482 GBP | Common Stock | CFD | Reducing long position | -17 | 6.060588 GBP | Common Stock | CFD | Reducing long position | -129 | 6.062209 GBP | Common Stock | CFD | Reducing long position | -191 | 6.062238 GBP | Common Stock | CFD | Reducing long position | -603 | 6.062264 GBP | Common Stock | CFD | Reducing long position | -410 | 6.06228 GBP | Common Stock | CFD | Reducing long position | -12 | 6.068333 GBP | Common Stock | CFD | Reducing long position | -1,194 | 6.069116 GBP | Common Stock | CFD | Reducing long position | -810 | 6.069117 GBP | Common Stock | CFD | Reducing long position | -256 | 6.069121 GBP | Common Stock | CFD | Reducing long position | -376 | 6.069149 GBP | Common Stock | CFD | Reducing long position | -36 | 6.069306 GBP | Common Stock | CFD | Reducing long position | -89 | 6.070674 GBP | Common Stock | CFD | Reducing long position | -838 | 6.071092 GBP | Common Stock | CFD | Reducing long position | -1,804 | 6.071104 GBP | Common Stock | CFD | Reducing long position | -568 | 6.071105 GBP | Common Stock | CFD | Reducing long position | -2,651 | 6.071128 GBP | Common Stock | CFD | Reducing long position | -35 | 6.071714 GBP | Common Stock | CFD | Reducing long position | -12 | 6.071875 GBP | Common Stock | CFD | Reducing long position | -242 | 6.072355 GBP | Common Stock | CFD | Reducing long position | -767 | 6.072366 GBP | Common Stock | CFD | Reducing long position | -355 | 6.072366 GBP | Common Stock | CFD | Reducing long position | -1,125 | 6.072367 GBP | Common Stock | CFD | Reducing long position | -28 | 6.073482 GBP | Common Stock | CFD | Reducing long position | -127 | 6.076319 GBP | Common Stock | CFD | Reducing long position | -398 | 6.076941 GBP | Common Stock | CFD | Reducing long position | -587 | 6.076997 GBP | Common Stock | CFD | Reducing long position | -185 | 6.077108 GBP | Common Stock | CFD | Reducing long position | -14 | 6.0775 GBP | Common Stock | CFD | Reducing long position | -4 | 6.0775 GBP | Common Stock | CFD | Reducing long position | -2,039 | 6.0925 GBP | Common Stock | CFD | Reducing long position | -645 | 6.0925 GBP | Common Stock | CFD | Reducing long position | -2,570 | 6.093835 GBP | Common Stock | CFD | Reducing long position | -813 | 6.093835 GBP | Common Stock | CFD | Reducing long position | -936 | 6.093926 GBP | Common Stock | CFD | Reducing long position | -2,964 | 6.093939 GBP | Common Stock | CFD | Reducing long position | -102 | 6.095 GBP | Common Stock | CFD | Reducing long position | -33 | 6.095 GBP | Common Stock | CFD | Reducing long position | -51 | 6.1025 GBP | Common Stock | CFD | Reducing long position | -17 | 6.1025 GBP | Common Stock | CFD | Reducing short position | 421 | 6.009489 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: | 25 July, 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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