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 OR REGULATIONS OF THAT JURISDICTION
THIS IS AN ANNOUNCEMENT
FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS
(THE "CODE") AND IS NOT AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE
AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY
THAT AN OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH AN OFFER
WILL BE MADE
FOR
IMMEDIATE RELEASE
24 February 2025
Dar Al-Handasah Consultants
Shair and Partners Holdings Ltd ("Sidara")
Statement regarding John Wood Group PLC
("Wood")
Sidara notes the recent announcement
by Wood and confirms that Sidara made a preliminary approach to the
Board of Wood regarding a possible cash offer for the entire issued
share capital of Wood.
Sidara is no longer bound by the
restrictions under Rule 2.8 of the Code that were in place
following its announcement on 5 August 2024 that it did not intend
to make a firm offer for Wood.
Further announcements will be made
in due course, as appropriate, but there can be no certainty that
an offer will ultimately be made nor as to the terms on which an
offer will be made.
In accordance with Rule 2.6(a) of
the Code, Sidara is required, by not later than 5.00 p.m. (London
time) on 24 March 2025 either to announce a firm intention to make
an offer for Wood in accordance with Rule 2.7 of the Code or to
announce that it does not intend to make an offer, in which case
the announcement will be treated as a statement to which Rule 2.8
of the Code applies. This deadline may be extended with the consent
of The Panel on Takeovers and Mergers in accordance with Rule
2.6(c) of the Code.
Enquiries:
|
Brunswick Group LLP:
Patrick Handley, Partner
Caroline Daniel, Partner
|
+44 (0)
207 404 5959
|
Further information about Sidara
Sidara is a privately-owned global
planning, design, engineering and project management group founded
in Lebanon in 1956 with revenues of $3.1bn and extensive operations
in the US, EMEA and Asia.
Sidara has over 20,000 employees
spanning 308 offices and 60 countries worldwide. Some of the
industry's most recognizable brands are proud members of the Sidara
Group, including Perkins & Will and TYLin.
Disclaimer
In accordance with Rule 2.4(c)(iii)
of the Code, Sidara is not aware of any dealings in Wood shares
that would require a minimum level, or particular form, of
consideration that it would be obliged to offer under Rule 6 or
Rule 11 of the Code (as appropriate). However, it has not been
practicable to make such enquiries of all persons presumed to be
acting in concert with Sidara prior to the date of this
announcement in order to confirm whether any details are required
to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent
that any such details are identified following such enquiries,
Sidara will make an announcement disclosing such details as soon as
practicable, and in any event by the time it is required to make
its Opening Position Disclosure pursuant to Rule 8.1 of the
Code.
Disclosure requirements of the Takeover 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 securities exchange 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
securities exchange 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
securities exchange 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 securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange 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 securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange 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 securities exchange 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
securities exchange 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 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.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 26.1 Disclosure
In
accordance with Rule 26.1 of the Code, a copy of this announcement
will be available at www.sidaracollaborative.com by not later than
12.00 noon (London time) on the business day immediately following
the date of this announcement. The content of the website referred
to in this announcement is not incorporated into and does not form
part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire or subscribe for any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to this announcement or otherwise. Any
offer, if made, will be made solely by certain offer documentation
which will contain the full terms and conditions of any offer,
including details of how it may be accepted. The release,
publication or distribution of this announcement in jurisdictions
outside the United Kingdom may be affected by the laws of relevant
jurisdictions. Therefore any persons who are subject to the laws of
any jurisdiction other than the United Kingdom or shareholders of
Wood who are not resident in the United Kingdom will need to inform
themselves about, and observe, any applicable
requirements.
