Wood Group WG.

LON: WG. | ISIN: GB00B5N0P849   31/05/2024
176,90 GBX (-5,45%)
(-5,45%)   31/05/2024

Wood Group (John) Plc - Form 8 (OPD) - John Wood Group PLC

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

 

1. KEY INFORMATION

 

(a) Full name of discloser:

John Wood Group PLC

(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.

N/A

(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) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

 The latest practicable date prior to the disclosure

17 May 2024

(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”

N/A

 

2. POSITIONS OF THE PARTY TO THE OFFER 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

 

Class of relevant security:

 

 

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

NIL

-

NIL

-

(2) Cash-settled derivatives:

 

NIL

-

NIL

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

NIL

-

NIL

-

 

 TOTAL:

NIL

-

NIL

-

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b) Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

N/A

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person acting in concert with the party to the offer making the disclosure:

(a)    Interests held by the directors or John Wood Group PLC and their close relatives and related trusts

 

Name

No. of ordinary shares

Percentage of total issued share capital (excl. share options) (1)  

Arvind Philip Balan

657,065

0.09%

Birgitte Brinch Madsen

5,000

0.00%

Roy Alexander Franklin

74,000

0.01%

Kenneth Gilmartin

1,162,927

0.16%

David Charles Lockwood

25,000

0.00%

Adrian Marsh

27,000

0.00%

Nigel Gordon Mills

7,341

0.00%

Brenda Reichelderfer

15,000

0.00%

Susan Steele

36,913

0.00%

 

(1) The total number of ordinary shares in issue as at the date of this document is 691,839,369 ordinary shares of 4 2/7 pence each with voting rights. Percentage holdings are rounded down to two decimal places.

 

(b)    Interests held as options or awards under the share plans of John Wood Group PLC by the directors of John Wood Group PLC and their close relatives and related trusts who are not exempt principal traders for the purposes of Rule 8 of the Code

 

 

Name

Share plan

No. of shares under options / awards (1)

Date of grant

Vesting date

Lapse date

Exercise price per share (£)

Arvind Philip Balan

Discretionary Share Plan (subject to performance conditions)

591,226

1 January 2024

31 March 2029

N/A

Nil

1,306,403

19 April 2024

20 March 2026

N/A

Nil

Discretionary Share Plan (not subject to performance conditions, not eligible for notional dividends)

257,036

19 April 2024

20 March 2025

N/A

Nil

1,430,822

19 April 2024

20 March 2025

N/A

Nil

Kenneth Gilmartin

Long Term Plan (not subject to performance conditions)

4,180

1 January 2021

1 March 2026

N/A

Nil

Long Term Plan (subject to performance conditions)

234,276

1 January 2022

20 March 2025

N/A

Nil

58,569

1 January 2022

20 March 2027

N/A

Nil

998,062

1 January 2023

20 March 2028

N/A

Nil

Discretionary Share Plan (subject to performance conditions)

933,643

1 January 2024

31 March 2029

N/A

Nil

Annual Bonus Plan (not subject to performance conditions)

74,756

18 April 2023

20 March 2025

N/A

Nil

81,618

19 April 2024

20 March 2026

N/A

Nil

Employee Share Plan – not eligible for notional dividends(2)

25,533

20 April 2023

20 April 2025

N/A

Nil

2,220

19 April 2024

19 April 2026

N/A

Nil

1,761

16 May 2024

19 April 2026

N/A

Nil

 

(1) Unless otherwise stated, nil-cost options and/or conditional awards are subject to notional dividends from the date of grant to the vesting date on the final award.

 

(2) Awards under the Employee Share Plan which were granted in the 2023 award year have been aggregated and stated as having been granted on the date of the first award in that year (i.e., 20 April 2023).

(c)    Interests and short positions held by non-exempt connected advisors of John Wood Group PLC

 

NONE

 

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).


4. OTHER INFORMATION

 

(a) Indemnity and other dealing arrangements

 

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 party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

 

NONE

 

 

(b) Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, 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

 

 

(c) Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

20 May 2024

Contact name:

Martin J. McIntyre, Company Secretary

Telephone number:

+ 44 (0) 1224 851000

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

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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