30th Jun 2011 14:00
30 June 2011 John Wood Group PLC (the "Company") B/C SHARE SCHEME - RESULTS OF GENERAL MEETING
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, JAPAN OR THE REPUBLIC OF SOUTH
AFRICA
At the General Meeting of the Company held at 12.00 p.m. on 30 June 2011 at the Company's offices at John Wood House, Greenwell Road, East Tullos, Aberdeen AB12 3AX, all of the Resolutions set out in the circular published by the Company on 13 June 2011 in relation to the B/C Share Scheme (the "Circular") were duly passed on a show of hands. The table at the end of this announcement shows the proxy votes received for and against each Resolution proposed at the General Meeting.
The results of the meeting will shortly be available on the Company's website at: www.woodgroup.com
In accordance with Listing Rule 9.6.2, a copy of the Resolutions passed at the General Meeting has been submitted to the National Storage Mechanism and will shortly be available for inspection at: www.hemscott.com/nsm.do
Shareholders have accordingly approved the proposed return of £1.40 per Existing Ordinary Share to Shareholders, by way of one B Share or one C Share for each Existing Ordinary Share held at the Record Time, and the 7 for 9 Share Capital Consolidation, in accordance with the terms and conditions as set out in the Circular.
Elections between the Share Alternatives available under the B/C Share Scheme must be made in accordance with the terms set out in the Circular and in any event by 4.30 p.m. on 1 July 2011. An announcement regarding the results of Shareholders' elections in relation to the B/C Share Scheme and certain related matters is expected to be made on 4 July 2011.
Following the Share Capital Consolidation proposed to be undertaken as part of the B/C Share Scheme, there will be 369,375,384 New Ordinary Shares of 4 2/7 pence each in the capital of the Company in issue. Accordingly, application has been made to the UK Listing Authority and the London Stock Exchange to amend the Official List and to amend the trading line on the London Stock Exchange respectively to reflect the Share Capital Consolidation. It is expected that the Official List and the trading line will be amended with effect from 8.00 a.m. on 4 July 2011.
In addition to the Existing Ordinary Shares currently in issue, the Company has existing unallocated block listings under three of the Wood Group Employee Share Schemes in respect of an aggregate of 4,827,508 Existing Ordinary Shares. In order to reflect the Share Capital Consolidation, application has been made to the UK Listing Authority for 3,754,727 New Ordinary Shares to be listed under the following Wood Group Employee Share Schemes:
The John Wood Group PLC Long Term 50,717 New Ordinary Shares Retention Plan
The John Wood Group PLC 2002 Executive 2,032,949 New Ordinary Shares Share Option Scheme
The John Wood Group PLC 2000 Approved 1,671,061 New Ordinary Shares Executive Share Option Scheme
The following proxy votes were received for and against each Resolution proposed at the General Meeting:
Resolution number Votes for / (% of Votes (% of Votes discretionary votes) against votes) withheld 1. To approve and 315,345,656 99.99% 1,984 0.01% 330,412 adopt new Articles of Association 2. To approve the 314,879,450 99.85% 468,190 0.15% 330,412
Capital Reorganisation, the transfer of Deferred Shares and the terms of the Option Agreement
3. To authorise the 295,416,912 93.68% 19,923,118 6.32% 338,022 Directors to allot New Ordinary Shares 4. To disapply 314,943,165 99.77% 722,085 0.23% 12,802
pre-emption rights in relation to the allotment of New Ordinary Shares
5. To authorise the 315,159,737 99.94% 185,443 0.06% 332,872
Company to make market purchases of New Ordinary Shares
Unless the context otherwise requires, capitalised terms used in this announcement shall have the same meaning ascribed to them in the Circular.
Enquiries:
For further information, please contact:
John Wood Group PLC
Andrew Rose, Communications & Investor Relations
Tel: +44 (0)1224 851 000
Name of authorised company official responsible for making this notification:
ROBBIE M.B. BROWN, COMPANY SECRETARY
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