PR Newswire
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00B5N0P849
Issuer Name
JOHN WOOD GROUP PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Franklin Mutual Advisers LLC
City of registered office (if applicable)
Country of registered office (if applicable)
US
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
07-Nov-2024
6. Date on which Issuer notified
08-Nov-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
2.470000
0.000000
2.470000
17084154
Position of previous notification (if applicable)
5.006000
0.000000
5.006000
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB00B5N0P849
17084154
2.470000
Sub Total 8.A
17084154
2.470000%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
08-Nov-2024
13. Place Of Completion
Fort Lauderdale, FL USA
TR-1: Standard form for notification of major holdings
1. Issuer Details
ISIN
GB00B5N0P849
Issuer Name
JOHN WOOD GROUP PLC
UK or Non-UK Issuer
UK
2. Reason for Notification
An acquisition or disposal of voting rights
3. Details of person subject to the notification obligation
Name
Franklin Mutual Advisers LLC
City of registered office (if applicable)
Country of registered office (if applicable)
US
4. Details of the shareholder
Full name of shareholder(s) if different from the person(s) subject to the notification obligation, above
City of registered office (if applicable)
Country of registered office (if applicable)
5. Date on which the threshold was crossed or reached
21-Oct-2024
6. Date on which Issuer notified
22-Oct-2024
7. Total positions of person(s) subject to the notification obligation
.
% of voting rights attached to shares (total of 8.A)
% of voting rights through financial instruments (total of 8.B 1 + 8.B 2)
Total of both in % (8.A + 8.B)
Total number of voting rights held in issuer
Resulting situation on the date on which threshold was crossed or reached
5.006000
0.000000
5.006000
34635014
Position of previous notification (if applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or reached
8A. Voting rights attached to shares
Class/Type of shares ISIN code(if possible)
Number of direct voting rights (DTR5.1)
Number of indirect voting rights (DTR5.2.1)
% of direct voting rights (DTR5.1)
% of indirect voting rights (DTR5.2.1)
GB00B5N0P849
0
34635014
0.000000
5.006000
Sub Total 8.A
34635014
5.006000%
8B1. Financial Instruments according to (DTR5.3.1R.(1) (a))
Type of financial instrument
Expiration date
Exercise/conversion period
Number of voting rights that may be acquired if the instrument is exercised/converted
% of voting rights
Sub Total 8.B1
8B2. Financial Instruments with similar economic effect according to (DTR5.3.1R.(1) (b))
Type of financial instrument
Expiration date
Exercise/conversion period
Physical or cash settlement
Number of voting rights
% of voting rights
Sub Total 8.B2
9. Information in relation to the person subject to the notification obligation
1. Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer.
Ultimate controlling person
Name of controlled undertaking
% of voting rights if it equals or is higher than the notifiable threshold
% of voting rights through financial instruments if it equals or is higher than the notifiable threshold
Total of both if it equals or is higher than the notifiable threshold
10. In case of proxy voting
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held
11. Additional Information
12. Date of Completion
22-Oct-2024
13. Place Of Completion
Poznan, Poland
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
STEPHEN NICOL
2
Reason for the notification
a)
Position/status
EXECUTIVE PRESIDENT - OPERATIONS
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
ORDINARY SHARES OF 4 2/7 PENCE EACH
Identification code
GB00B5N0P849
b)
Nature of the transaction
ACQUISITION OF PARTNERSHIP SHARES IN THE WOOD SHARE INCENTIVE PLAN AND AWARD OF NIL COST MATCHING SHARES
c)
Price(s) and volume(s)
PARTNERSHIP SHARES
MATCHING SHARES
Price(s)
Volume(s)
£1.2968
116
£NIL
58
d)
Aggregated information
Aggregated volume: Aggregated Price: Aggregated Total:PARTNERSHIP SHARES
MATCHING SHARES
116
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
KENNETH GILMARTIN
2
Reason for the notification
a)
Position/status
CHIEF EXECUTIVE OFFICER
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
ORDINARY SHARES OF 4 2/7 PENCE EACH
Identification code
GB00B5N0P849
b)
Nature of the transaction
SHARE PURCHASE IN ACCORDANCE WITH A TRADING PLAN RELATING TO THE WOOD EMPLOYEE SHARE PLAN
c)
Price(s) and volume(s)
Price(s)
Volume(s)
£1.34288
4,985.55343
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
AZAD HESSAMODINI
2
Reason for the notification
a)
Position/status
EXECUTIVE PRESIDENT - CONSULTING
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
ORDINARY SHARES OF 4 2/7 PENCE EACH
Identification code
GB00B5N0P849
b)
Nature of the transaction
VEST AND RETENTION NET OF ASSOCIATED TAX LIABILITY OF NIL COST AWARD NOT SUBJECT TO PERFORMANCE CONDITIONS UNDER THE WOOD LONG TERM PLAN
c)
Price(s) and volume(s)
Price(s)
Volume(s)
£NIL
50,000 shares vested
£1.264123
25,051 shares sold
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
KENNETH GILMARTIN
2
Reason for the notification
a)
Position/status
CHIEF EXECUTIVE OFFICER
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
ORDINARY SHARES OF 4 2/7 PENCE EACH
Identification code
GB00B5N0P849
b)
Nature of the transaction
SHARE PURCHASE IN ACCORDANCE WITH A TRADING PLAN RELATING TO THE WOOD EMPLOYEE SHARE PLAN
c)
Price(s) and volume(s)
Price(s)
Volume(s)
£1.30913
5,114.08339
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
STEPHEN NICOL
2
Reason for the notification
a)
Position/status
EXECUTIVE PRESIDENT - OPERATIONS
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
ORDINARY SHARES OF 4 2/7 PENCE EACH
Identification code
GB00B5N0P849
b)
Nature of the transaction
ACQUISITION OF PARTNERSHIP SHARES IN THE WOOD SHARE INCENTIVE PLAN AND AWARD OF NIL COST MATCHING SHARES
c)
Price(s) and volume(s)
PARTNERSHIP SHARES
MATCHING SHARES
Price(s)
Volume(s)
£1.3090
114
£NIL
57
d)
Aggregated information
PARTNERSHIP SHARES
MATCHING SHARES
Aggregated volume:JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
BIRGITTE BRINCH MADSEN
2
Reason for the notification
a)
Position/status
NON-EXECUTIVE DIRECTOR
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
ORDINARY SHARES OF 4 2/7 PENCE EACH
GB00B5N0P849
b)
Nature of the transaction
PURCHASE
c)
Price(s) and volume(s)
Price(s)
Volume(s)
£1.31662747
15,000
d)
Aggregated information
- Aggregated volume
- Aggregated price
15,000
£1.31662747
e)
Date of the transaction
2024.08.29
f)
Place of the transaction
LONDON STOCK EXCHANGE
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
STEPHEN NICOL
2
Reason for the notification
a)
Position/status
EXECUTIVE PRESIDENT - OPERATIONS
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
ORDINARY SHARES OF 4 2/7 PENCE EACH
GB00B5N0P849
b)
Nature of the transaction
ACQUISITION OF PARTNERSHIP SHARES IN THE WOOD SHARE INCENTIVE PLAN AND AWARD OF NIL COST MATCHING SHARES
c)
Price(s) and volume(s)
Price(s)
Volume(s)
PARTNERSHIP SHARES
£1.32
114
MATCHING SHARES
£NIL
57
d)
Aggregated information
PARTNERSHIP SHARES
- Aggregated volume
- Price
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
KENNETH GILMARTIN
2
Reason for the notification
a)
Position/status
CHIEF EXECUTIVE OFFICER
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
ORDINARY SHARES OF 4 2/7 PENCE EACH
GB00B5N0P849
b)
Nature of the transaction
SHARE PURCHASE IN ACCORDANCE WITH A TRADING PLAN RELATING TO THE WOOD EMPLOYEE SHARE PLAN
c)
Price(s) and volume(s)
Price(s)
Volume(s)
£1.32
5,041
d)
Aggregated information
- Aggregated volume
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
(a) Full name of discloser:
Ninety One UK Ltd
(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:
No
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
31st July 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"
No
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)
Class of relevant security:
4 2/7p Ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
26,686,423
3.86
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
26,686,423
3.86
*Ninety One UK Ltd does not have discretion regarding voting decisions in respect of 14,594,979 shares that are included in the total above.
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)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
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
Class of relevant security
Purchase/sale
Number of securities
Price per unit
4 2/7p Ordinary
Sale
224,300
GBP 2.04
(b) Cash-settled derivative transactions
Class of relevant security
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
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
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
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
(a) Full name of discloser:
Ninety One UK Ltd
(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:
No
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
18th July 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"
No
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)
Class of relevant security:
4 2/7p Ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
26,910,723
3.88
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
26,910,723
3.88
*Ninety One UK Ltd does not have discretion regarding voting decisions in respect of 14,819,279 shares that are included in the total above.
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)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
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
Class of relevant security
Purchase/sale
Number of securities
Price per unit
4 2/7p Ordinary
Purchase
114,984
GBP 2.0714
(b) Cash-settled derivative transactions
Class of relevant security
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
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
STEPHEN NICOL
2
Reason for the notification
a)
Position/status
EXECUTIVE PRESIDENT - OPERATIONS
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
ORDINARY SHARES OF 4 2/7 PENCE EACH
GB00B5N0P849
b)
Nature of the transaction
ACQUISITION OF PARTNERSHIP SHARES IN THE WOOD SHARE INCENTIVE PLAN AND AWARD OF NIL COST MATCHING SHARES
c)
Price(s) and volume(s)
Price(s)
Volume(s)
PARTNERSHIP SHARES
£2.05
73
MATCHING SHARES
£NIL
37
d)
Aggregated information
PARTNERSHIP SHARES
- Aggregated volume
- Price
JOHN WOOD GROUP PLC
Notification and public disclosure of transactions by persons discharging managerial responsibilities and persons closely associated with them
1
Details of the person discharging managerial responsibilities / person closely associated
a)
Name
KENNETH GILMARTIN
2
Reason for the notification
a)
Position/status
CHIEF EXECUTIVE OFFICER
b)
Initial notification/Amendment
INITIAL NOTIFICATION
3
Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor
a)
Name
JOHN WOOD GROUP PLC
b)
LEI
549300PLYY6I10B6S323
4
Details of the transaction(s): section to be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted
a)
Description of the financial instrument, type of instrument
Identification code
ORDINARY SHARES OF 4 2/7 PENCE EACH
GB00B5N0P849
b)
Nature of the transaction
SHARE PURCHASE IN ACCORDANCE WITH A TRADING PLAN RELATING TO THE WOOD EMPLOYEE SHARE PLAN
c)
Price(s) and volume(s)
Price(s)
Volume(s)
£2.05
3,256
d)
Aggregated information
- Aggregated volume
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Kenneth Gilmartin
(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) Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)
Person acting in concert with the offeree (John Wood Group PLC)
(e) Date dealing undertaken:
18 July 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 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
Class of relevant security:
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
1,169,530
0.17%
Nil
-
(2) Cash-settled derivatives:
Nil
-
Nil
-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
Nil
-
Nil
-
TOTAL:
1,169,530
0.17%
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 (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists:
Ordinary shares of 4 2/7p each
Details, including nature of the rights concerned and relevant percentages:
(1)
Long Term Plan (not subject to performance conditions)
Number of ordinary shares
Date of grant
Vesting date
Lapse date
Exercise price (per share)
4,180
01/01/2021
01/03/2026
N/A
Nil
Long Term Plan (subject to performance conditions)
Number of ordinary shares
Date of grant
Vesting date
Lapse date
Exercise price (per share)
234,276
01/01/2022
20/03/2025
N/A
Nil
58,569
01/01/2022
20/03/2027
N/A
Nil
998,062
01/01/2023
20/03/2028
N/A
Nil
Discretionary Share Plan (subject to performance conditions)
Number of ordinary shares
Date of grant
Vesting date
Lapse date
Exercise price (per share)
933,643
01/01/2024
31/03/2029
N/A
Nil
Annual Bonus Plan (not subject to performance conditions)
Number of ordinary shares
Date of grant
Vesting date
Lapse date
Exercise price (per share)
74,756
18/04/2023
20/03/2025
N/A
Nil
81,618
19/04/2024
20/03/2026
N/A
Nil
Employee Share Plan - not eligible for notional dividends (2)
Number of ordinary shares
Date of grant
Vesting date
Lapse date
Exercise price (per share)
25,533
20/04/2023
20/04/2025
N/A
Nil
2,220
19/04/2024
19/04/2026
N/A
Nil
1,761
16/05/2024
19/04/2026
N/A
Nil
1,673
20/06/2024
19/04/2026
N/A
Nil
1,628
18/07/2024
19/04/2026
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.
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
(a) Full name of discloser:
Ninety One UK Ltd
(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:
No
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
17th July 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"
No
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)
Class of relevant security:
4 2/7p Ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
26,795,739
3.87
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
26,795,739
3.87
*Ninety One UK Ltd does not have discretion regarding voting decisions in respect of 14,819,279 shares that are included in the total above.
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)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
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
Class of relevant security
Purchase/sale
Number of securities
Price per unit
4 2/7p Ordinary
Sell
7,655
GBP 2.046
(b) Cash-settled derivative transactions
Class of relevant security
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
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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
(a) Full name of discloser:
Ninety One UK Ltd
(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:
No
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
16th July 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"
No
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)
Class of relevant security:
4 2/7p Ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
26,803,394
3.87
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
26,803,394
3.87
*Ninety One UK Ltd does not have discretion regarding voting decisions in respect of 14,819,279 shares that are included in the total above.
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)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
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
Class of relevant security
Purchase/sale
Number of securities
Price per unit
4 2/7p Ordinary
Sell
8,577
GBP 2.023764
(b) Cash-settled derivative transactions
Class of relevant security
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
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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
(a) Full name of discloser:
Ninety One UK Ltd
(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:
No
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
11th July 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”
No
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)
Class of relevant security:
4 2/7p Ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
26,811,971
3.87
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
26,811,971
3.87
*Ninety One UK Ltd does not have discretion regarding voting decisions in respect of 14,819,279 shares that are included in the total above.
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)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
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
Class of relevant security
Purchase/sale
Number of securities
Price per unit
4 2/7p Ordinary
Purchase
18,363
GBP 2.0542
(b) Cash-settled derivative transactions
Class of relevant security
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
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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
(a) Full name of discloser:
Ninety One UK Ltd
(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:
No
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
5th July 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"
No
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)
Class of relevant security:
4 2/7p Ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
26,793,608
3.87
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
TOTAL:
26,793,608
3.87
*Ninety One UK Ltd does not have discretion regarding voting decisions in respect of 14,819,279 shares that are included in the total above.
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)
Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:
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
Class of relevant security
Purchase/sale
Number of securities
Price per unit
4 2/7p Ordinary
Purchase
231,036
GBP 1.972521
(b) Cash-settled derivative transactions
Class of relevant security
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
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities)
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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
(a) Full name of discloser: Pentwater Capital Management LP (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 Wood Group (John) 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 03/07/2024 (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” No2. 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)
Class of relevant security: 4 2/7p ordinary Interests Short positions Number % Number % (1) Relevant securities owned and/or controlled: (2) Cash-settled derivatives: 8,250,000.00 1.19% (3) Stock-settled derivatives (including options) and agreements to purchase/sell: TOTAL: 8,250,000.00 1.19%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)
Class of relevant security in relation to which subscription right exists: Details, including nature of the rights concerned and relevant percentages: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
Class of relevant security Purchase/sale Number of securities Price per unit(b) Cash-settled derivative transactions
Class of relevant security Product descriptione.g. CFD Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position Number of reference securities Price per unit (GBP) 4 2/7p ordinary shares SWAP Increasing a long position 250,000 2.032(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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 Typee.g. American, European etc. Expiry date Option money paid/ received per unit(ii) Exercise
Class of relevant security Product descriptione.g. call option Exercising/ exercised against Number of securities Exercise price per unit(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealinge.g. subscription, conversion Details Price per unit (if applicable)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 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(b) Agreements, arrangements or understandings relating to options or derivatives
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(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? NO Date of disclosure: 04/07/2024 Contact name: Hooman Tavakolian Telephone number: +1 312-914-4301Public 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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