Statement re Kentz Corporation

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS ANNOUNCEMENT IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND THERE CAN BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE.

Following recent press speculation, AMEC confirms it made an approach to the board of Kentz on 05 August 2013 outlining a possible conditional cash offer for the company's entire issued and to be issued share capital.

The proposed offer, which was at a price of 565 to 580 pence per Kentz share, represents a substantial premium to the current share price which has itself appreciated significantly since AMEC made an earlier approach to Kentz on 11 July of this year. Based on publicly available information, AMEC believes the proposed offer represents a highly attractive opportunity for Kentz and its shareholders though it has been rejected by the board of Kentz.

AMEC takes a disciplined approach to acquisitions, with clearly defined strategic and financial criteria. The making of any firm offer would be subject to the satisfaction of a number of pre-conditions including, but not limited to, due diligence and the recommendation of the board of Kentz.

The board of AMEC believes that this opportunity is consistent with AMEC's strategy, as it would extend AMEC's geographic footprint in the Growth Regions, increase the range of services offered to clients, and enhance AMEC's position in two of its core markets; oil & gas and mining.

AMEC reserves the right to waive any of the pre-conditions referred to above. AMEC also reserves the right to make an offer at any time at a value below the equivalent of 565 pence for each Kentz share: (a) with the agreement and recommendation of the board of Directors of Kentz; or (b) to the extent that Kentz declares, makes or pays any dividend or distribution or other payments to its shareholders; or (c) a third party announces a possible or firm intention to make an offer for Kentz.

In accordance with Rule 2.6(a) of the Code, AMEC is now required, by not later than 5:00 pm on 16 September 2013, to either announce a firm intention to make an offer for Kentz under Rule 2.7 of the Code or announce that it does not intend to make an offer for Kentz, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel in accordance with Rule 2.6(c) of the Code.

This announcement does not amount to a firm intention to make an offer and accordingly, there can be no certainty that any offer will be made even if the pre-conditions are satisfied or waived.

A copy of this announcement will be available on the AMEC website at www.amec.com by no later than 12 noon (London time) on 20 August 2013.

Deutsche Bank AG is authorised under German Banking Law (competent authority: BaFin - Federal Financial Supervisory Authority) and authorised and subject to limited regulation by the Financial Conduct Authority. Deutsche Bank is acting as financial adviser to AMEC and no one else in connection with the contents of this announcement and will not be responsible to anyone other than AMEC for providing the protections afforded to its clients or for providing advice in connection with the contents of this announcement or any matter referred to herein.

This announcement does not constitute an offer to purchase any securities, or an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer to purchase or sell securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The release, distribution or publication of this announcement in jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the UK should inform themselves about and observe any applicable requirements.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3:30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.