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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 | 25 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: | 63,118 | 0.02 | 0 | 0.00 | (2) Cash-settled derivatives: | 10,689,491 | 2.79 | 474,848 | 0.12 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 10,752,609 | 2.81 | 474,848 | 0.12 |
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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 | 7,333 | 6.03 GBP | Common Stock | Purchase | 4,389 | 6.035 GBP | Common Stock | Purchase | 560 | 6.04 GBP | Common Stock | Purchase | 1,021 | 6.045 GBP | Common Stock | Purchase | 5,295 | 6.05 GBP | Common Stock | Purchase | 7,457 | 6.055 GBP | Common Stock | Purchase | 13,581 | 6.06 GBP | Common Stock | Purchase | 24,930 | 6.065 GBP | Common Stock | Purchase | 11,623 | 6.07 GBP | Common Stock | Purchase | 1,410 | 6.07375 GBP | Common Stock | Purchase | 17,884 | 6.075 GBP | Common Stock | Purchase | 32,334 | 6.08 GBP | Common Stock | Purchase | 43,107 | 6.085 GBP | Common Stock | Purchase | 15,536 | 6.09 GBP | Common Stock | Purchase | 13,420 | 6.095 GBP | Common Stock | Purchase | 23,414 | 6.1 GBP | Common Stock | Purchase | 19,330 | 6.105 GBP | Common Stock | Purchase | 11,814 | 6.11 GBP | Common Stock | Purchase | 10,722 | 6.115 GBP | Common Stock | Purchase | 250 | 6.12 GBP | Common Stock | Sale | -2,645 | 6.03 GBP | Common Stock | Sale | -1,838 | 6.035 GBP | Common Stock | Sale | -3,718 | 6.04 GBP | Common Stock | Sale | -1,428 | 6.045 GBP | Common Stock | Sale | -13,877 | 6.05 GBP | Common Stock | Sale | -11,023 | 6.055 GBP | Common Stock | Sale | -5,848 | 6.06 GBP | Common Stock | Sale | -21,709 | 6.065 GBP | Common Stock | Sale | -19,968 | 6.07 GBP | Common Stock | Sale | -7,889 | 6.075 GBP | Common Stock | Sale | -20,843 | 6.08 GBP | Common Stock | Sale | -25,865 | 6.085 GBP | Common Stock | Sale | -805 | 6.0875 GBP | Common Stock | Sale | -45,170 | 6.09 GBP | Common Stock | Sale | -15,623 | 6.095 GBP | Common Stock | Sale | -25,248 | 6.1 GBP | Common Stock | Sale | -23,605 | 6.105 GBP | Common Stock | Sale | -8,132 | 6.11 GBP | Common Stock | Sale | -1,830 | 6.115 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 | -216,753 | 6.055 GBP | Common Stock | CFD | Increasing short position | -49,171 | 6.055 GBP | Common Stock | CFD | Increasing short position | -4,026 | 6.075062 GBP | Common Stock | CFD | Increasing short position | -3,953 | 6.087365 GBP | Common Stock | CFD | Increasing short position | -4,814 | 6.104198 GBP | Common Stock | CFD | Reducing long position | -8 | 6.0575 GBP | Common Stock | CFD | Reducing long position | -2 | 6.0575 GBP | Common Stock | CFD | Reducing long position | -686 | 6.058469 GBP | Common Stock | CFD | Reducing long position | -2,170 | 6.05847 GBP | Common Stock | CFD | Reducing long position | -17 | 6.06 GBP | Common Stock | CFD | Reducing long position | -5 | 6.06 GBP | Common Stock | CFD | Reducing long position | -19,033 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -11,437 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -5,558 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -4,338 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -2,318 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -1,962 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -1,463 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -1,404 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -1,277 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -1,200 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -1,125 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -1,069 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -1,002 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -534 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -330 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -143 | 6.0625 GBP | Common Stock | CFD | Reducing long position | -21 | 6.074405 GBP | Common Stock | CFD | Reducing long position | -51 | 6.074412 GBP | Common Stock | CFD | Reducing long position | -1,023 | 6.074567 GBP | Common Stock | CFD | Reducing long position | -209 | 6.074567 GBP | Common Stock | CFD | Reducing long position | -8 | 6.074567 GBP | Common Stock | CFD | Reducing long position | -391 | 6.074572 GBP | Common Stock | CFD | Reducing long position | -844 | 6.074585 GBP | Common Stock | CFD | Reducing long position | -267 | 6.074635 GBP | Common Stock | CFD | Reducing long position | -692 | 6.075975 GBP | Common Stock | CFD | Reducing long position | -470 | 6.076064 GBP | Common Stock | CFD | Reducing long position | -148 | 6.076149 GBP | Common Stock | CFD | Reducing long position | -217 | 6.076175 GBP | Common Stock | CFD | Reducing long position | -27 | 6.077222 GBP | Common Stock | CFD | Reducing long position | -5,949 | 6.077379 GBP | Common Stock | CFD | Reducing long position | -3,024 | 6.077379 GBP | Common Stock | CFD | Reducing long position | -476 | 6.077379 GBP | Common Stock | CFD | Reducing long position | -166 | 6.077379 GBP | Common Stock | CFD | Reducing long position | -18,381 | 6.077381 GBP | Common Stock | CFD | Reducing long position | -12,020 | 6.077381 GBP | Common Stock | CFD | Reducing long position | -9 | 6.078889 GBP | Common Stock | CFD | Reducing long position | -6,310 | 6.079073 GBP | Common Stock | CFD | Reducing long position | -19,953 | 6.079079 GBP | Common Stock | CFD | Reducing long position | -27,126 | 6.079083 GBP | Common Stock | CFD | Reducing long position | -5,196 | 6.079083 GBP | Common Stock | CFD | Reducing long position | -4,089 | 6.079083 GBP | Common Stock | CFD | Reducing long position | -1,392 | 6.079083 GBP | Common Stock | CFD | Reducing long position | -478 | 6.079083 GBP | Common Stock | CFD | Reducing long position | -359 | 6.079083 GBP | Common Stock | CFD | Reducing long position | -368 | 6.081026 GBP | Common Stock | CFD | Reducing long position | -1,174 | 6.081203 GBP | Common Stock | CFD | Reducing long position | -23 | 6.081413 GBP | Common Stock | CFD | Reducing long position | -7,247 | 6.081645 GBP | Common Stock | CFD | Reducing long position | -2,565 | 6.081645 GBP | Common Stock | CFD | Reducing long position | -2,200 | 6.081645 GBP | Common Stock | CFD | Reducing long position | -1,857 | 6.081645 GBP | Common Stock | CFD | Reducing long position | -21,446 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -8,464 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -6,849 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -2,179 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -1,238 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -1,088 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -854 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -828 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -449 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -337 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -110 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -4 | 6.081646 GBP | Common Stock | CFD | Reducing long position | -73 | 6.081815 GBP | Common Stock | CFD | Reducing long position | -49 | 6.081939 GBP | Common Stock | CFD | Reducing long position | -15 | 6.082333 GBP | Common Stock | CFD | Reducing long position | -4 | 6.0825 GBP | Common Stock | CFD | Reducing long position | -71,685 | 6.084986 GBP | Common Stock | CFD | Reducing long position | -37,494 | 6.084986 GBP | Common Stock | CFD | Reducing long position | -25,744 | 6.084986 GBP | Common Stock | CFD | Reducing long position | -8,771 | 6.084986 GBP | Common Stock | CFD | Reducing long position | -11,919 | 6.086425 GBP | Common Stock | CFD | Reducing long position | -267 | 6.086425 GBP | Common Stock | CFD | Reducing long position | -38,538 | 6.086426 GBP | Common Stock | CFD | Reducing long position | -1,038 | 6.0875 GBP | Common Stock | CFD | Reducing long position | -328 | 6.0875 GBP | Common Stock | CFD | Reducing long position | -18,218 | 6.088884 GBP | Common Stock | CFD | Reducing long position | -16,113 | 6.088884 GBP | Common Stock | CFD | Reducing long position | -4,985 | 6.088887 GBP | Common Stock | CFD | Reducing long position | -2,636 | 6.088887 GBP | Common Stock | CFD | Reducing long position | -1,821 | 6.088887 GBP | Common Stock | CFD | Reducing long position | -1,411 | 6.088887 GBP | Common Stock | CFD | Reducing long position | -4,818 | 6.092647 GBP | Common Stock | CFD | Reducing long position | -1,525 | 6.092651 GBP | Common Stock | CFD | Reducing long position | -17,446 | 6.094429 GBP | Common Stock | CFD | Reducing long position | -4,996 | 6.094429 GBP | Common Stock | CFD | Reducing long position | -2,836 | 6.094429 GBP | Common Stock | CFD | Reducing long position | -1,266 | 6.094429 GBP | Common Stock | CFD | Reducing long position | -8,391 | 6.09443 GBP | Common Stock | CFD | Reducing long position | -55 | 6.094455 GBP | Common Stock | CFD | Reducing long position | -834 | 6.09464 GBP | Common Stock | CFD | Reducing long position | -388 | 6.094652 GBP | Common Stock | CFD | Reducing long position | -264 | 6.094659 GBP | Common Stock | CFD | Reducing long position | -1,226 | 6.094674 GBP | Common Stock | CFD | Reducing long position | -4,515 | 6.09511 GBP | Common Stock | CFD | Reducing long position | -14,284 | 6.095111 GBP | Common Stock | CFD | Reducing long position | -17 | 6.095294 GBP | Common Stock | CFD | Reducing long position | -3,315 | 6.097147 GBP | Common Stock | CFD | Reducing long position | -1,824 | 6.097147 GBP | Common Stock | CFD | Reducing long position | -1,741 | 6.097147 GBP | Common Stock | CFD | Reducing long position | -195 | 6.097147 GBP | Common Stock | CFD | Reducing long position | -2,238 | 6.097148 GBP | Common Stock | CFD | Reducing long position | -19 | 6.0975 GBP | Common Stock | CFD | Reducing long position | -14 | 6.0975 GBP | Common Stock | CFD | Reducing long position | -5 | 6.0975 GBP | Common Stock | CFD | Reducing long position | -5 | 6.0975 GBP | Common Stock | CFD | Reducing long position | -1 | 6.0975 GBP | Common Stock | CFD | Reducing long position | -462 | 6.099513 GBP | Common Stock | CFD | Reducing long position | -1,463 | 6.099522 GBP | Common Stock | CFD | Reducing short position | 569 | 6.055 GBP | Common Stock | CFD | Reducing short position | 649 | 6.055 GBP | Common Stock | CFD | Reducing short position | 874 | 6.055 GBP | Common Stock | CFD | Reducing short position | 1,500 | 6.055 GBP | Common Stock | CFD | Reducing short position | 3,309 | 6.055 GBP | Common Stock | CFD | Reducing short position | 7,069 | 6.055 GBP | Common Stock | CFD | Reducing short position | 35,850 | 6.055 GBP | Common Stock | CFD | Reducing short position | 78,948 | 6.055 GBP | Common Stock | CFD | Reducing short position | 137,156 | 6.055 GBP | Common Stock | CFD | Reducing short position | 3,953 | 6.072927 GBP | Common Stock | CFD | Reducing short position | 4,026 | 6.072927 GBP | Common Stock | CFD | Reducing short position | 4,814 | 6.072927 GBP | Common Stock | CFD | Reducing short position | 7,678 | 6.072927 GBP | Common Stock | CFD | Reducing short position | 3,976 | 6.083027 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: | 26 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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