AMEC FOSTADR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY RESTRICTED JURISDICTIONS OR JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR A
PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT
DECISION IN RELATION TO THE NEW SHARES EXCEPT ON THE BASIS OF THE INFORMATION
IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE CIRCULAR WHICH ARE BEING
PUBLISHED TODAY.
FOR IMMEDIATE RELEASE
23 May 2017
Recommended all-share offer by John Wood Group PLC ("Wood Group") for Amec
Foster Wheeler plc ("Amec Foster Wheeler")
Publication of Prospectus and Circular (this "Announcement")
On 13 March 2017 the Boards of Wood Group and Amec Foster Wheeler jointly
announced that they had reached agreement on the terms of a unanimously
recommended all-share offer for Amec Foster Wheeler (the "Combination") (the "
Original Announcement"). The Wood Group Board believes that the Combination
will accelerate delivery of Wood Group's strategic objectives to improve its
service offering in project delivery, to enhance capability across the value
chain in core oil and gas markets, and to broaden and deepen end market and
customer exposure.
Unless otherwise defined in this Announcement, terms defined in Wood Group's
Original Announcement of the Combination on 13 March 2017 have the same meaning
where used in this Announcement.
Under the terms of the Combination, Amec Foster Wheeler Shareholders will
receive 0.75 new Wood Group Shares for each Amec Foster Wheeler Share. Based on
the Closing Price of £7.52 per Wood Group Share on 10 March 2017, this
represents a value of approximately £5.64 per Amec Foster Wheeler Share and a
premium of 15.3 per cent. to the Closing Price of £4.89 on 10 March 2017 (being
the last Business Day before the date of the Original Announcement).
Today, Wood Group published a Circular and a Prospectus ahead of the Wood Group
General Meeting, scheduled for 11.00 a.m. on 15 June 2017. Approval will be
sought from Wood Group Shareholders for the Combination to be effected by a
scheme of arrangement of Amec Foster Wheeler.
The Circular and the Prospectus have each been approved by the UK Listing
Authority and are now available at www.woodgroup.com. A copy of each of the
Circular and the Prospectus has been submitted to the National Storage
Mechanism and will shortly be available for viewing at www.morningstar.co.uk/uk
/nsm. Amec Foster Wheeler has separately published a Scheme Document ahead of
its own General Meeting on 15 June 2017.
The Combination is intended to result in:
* the creation of a global leader in project, engineering and technical
services delivery across a broad range of industrial markets, predominantly
focussed on oil & gas which represents c. 55 per cent. of pro-forma
revenues across upstream, midstream and downstream;
* accelerated delivery of Wood Group's strategic objectives to improve its
asset life cycle service offering in project delivery, to enhance
capability across the value chain in core oil and gas markets, and to
broaden and deepen end market and customer exposure and reduce earnings
volatility through oil and gas cycles;
* Wood Group's measured risk appetite continuing in a flexible asset light
model with revenues derived principally from reimbursable work; and
* superior returns from the delivery of significant cost and revenue
synergies. The level of annual pre-tax cost synergies arising from the
transaction by the end of the third year following completion of the
Combination ("Completion") was increased to £150m per annum from £110m per
annum on 5 April 2017 and has been further increased to at least £165m per
annum, again by the end of the third year following the completion of the
Combination, in the Circular and the Prospectus released today.
The Combined Group will be led by Robin Watson as Chief Executive and David
Kemp as CFO. Ian Marchant will continue as Chair. As disclosed in the
circular and the prospectus, on completion, certain members of the Amec
Foster Wheeler Board will join the Board of the Combined Group. Roy
Franklin will join as Deputy Chair and Senior Independent Director, and Ian
McHoul and Linda Adamany will be appointed as non-executive directors.
Expected timetable
The following dates and times are subject to change and will depend on, among
other things, the date on which antitrust (and other) Conditions to the Scheme
are satisfied or waived:
Publication of Wood Group Prospectus and Circular 23 May 2017
Publication of Amec Foster Wheeler Scheme Document 23 May 2017
Wood Group General Meeting 15 June 2017
Amec Foster Wheeler General Meeting 15 June 2017
Court Meeting 15 June 2017
Scheme Court Hearing to sanction the Scheme "D" (a date expected to be in
the fourth quarter of 2017,
subject to regulatory
clearances)
Effective Date D+1
Admission of New Wood Group Shares on London Stock By 8.00 a.m. on D+2
Exchange
Enquiries
Wood Group
Andrew Rose, Head of Investor Relations Tel: +44 (0)12 2453 2716
J.P. Morgan Cazenove (financial adviser and corporate broker to Wood Group)
Michael Wentworth-Stanley / Dag Skattum Tel: +44 (0)20 7742 4000
Richard Perelman / James Robinson
Credit Suisse (financial adviser and corporate broker to Wood Group)
Jonathan Grundy / John Hannaford Tel: +44 (0)20 7888 8888
James Peterkin / Joe Hannon
Brunswick (Public Relations Adviser to Wood Group)
Patrick Handley Tel: +44 (0)20 7404 5959
Notes to Editors
Wood Group is an international energy services company with around US$5bn sales
and operating in more than 40 countries. The Group designs, modifies,
constructs and operates industrial facilities mainly for the oil & gas sector,
right across the asset life cycle. We enhance this with a wide range of
specialist technical solutions including our world leading subsea, automation
and integrity solutions. Our real differentiator is our range of services, the
quality of our delivery, the passion of our people, our culture and values. We
are extending the scale and scope of our core services into adjacent
industries. Visit Wood Group at www.woodgroup.com and connect with us on
LinkedIn and Twitter.
Board Appointments
Roy Franklin is currently a non-executive director of Amec Foster Wheeler,
Deputy Chairman of Statoil ASA and a non-executive director of Santos Ltd. He
was previously Chairman of Keller Group plc.
Ian McHoul is currently CFO of Amec Foster Wheeler and a non-executive director
of Britvic plc. He was previously a non-executive director of Premier Foods
plc.
Linda Adamany is currently a non-executive director of Amec Foster Wheeler, a
non-executive director of Coeur Mining, Inc. and a non-executive director of
Leucadia National Corporation. She was previously a non-executive director of
National Grid plc.
No further information is required to be disclosed in respect of the new Wood
Group Directors pursuant to Listing Rule 9.6.13R.
Update to the Wood Group Quantified Financial Benefits Statement
The Quantified Financial Benefits Statement, containing statements of estimated
cost savings and synergies arising from the Combination, is set out below:
The Wood Group Directors are confident that, as a direct result of the
Combination, the Combined Group could generate attractive synergies and create
additional shareholder value.
The Original Announcement included statements of estimated pre-tax cost
synergies expected to arise from the Combination of at least £110m per annum,
by the end of the third year following Completion. On 5 April 2017, the Wood
Group Directors updated an estimate of the pre-tax cost synergies expected to
arise from the Combination from at least £110m per annum to at least £150m per
annum by the end of the third year following Completion. The Wood Group
Directors have now further increased their estimate of pre-tax cost synergies
to at least £165m per annum, again by the end of the third year following
Completion. In US$, the pre-tax cost synergies have increased from
approximately US$134m per annum to approximately US$200m per annum, using the
same US dollar:sterling exchange rate of 1.2171:1 as set out in the Original
Announcement. The Wood Group Directors believe that these pre-tax cost
synergies further enhance the attractiveness of the Combination.
The increase in the expected level of pre-tax cost synergies is attributable to
a more developed assessment of the synergy opportunity carried out since the
Original Announcement, which has enabled a refinement of the synergy
initiatives and the related risk adjustments incorporated in the underlying
calculations.
The expected sources of quantified cost synergies, which are in addition to
synergies previously targeted and already underway by Wood Group and Amec
Foster Wheeler separately, comprise:
* operating efficiencies: approximately 50 per cent. of the identified cost
synergies are expected to be generated from economies of scale in
addressable operating cost, efficiencies in operational procurement spend
and the reduction of duplicate costs across country and regional
leadership;
* corporate efficiencies: approximately 20 per cent. of the identified cost
synergies are expected to be generated from the reduction of duplicate
costs across board and executive leadership teams, in addition to other
corporate and group functional costs; and
* administration efficiencies: approximately 30 per cent. of the identified
cost synergies are expected to be generated from the consolidation of
overlapping office locations, the elimination of duplicated IT systems and
the reduction of duplicate costs across central support functions.
Approximately 30 per cent. of the identified cost synergies are expected to
be realised by the end of the first year following Completion, rising to 70
per cent. by the end of the second year following Completion and to 100 per
cent. by the end of the third year following Completion.
These anticipated cost synergies, which are reported under the City Code as
set out in Appendix I of the Scheme Document, reflect both the beneficial
elements and the costs, and will accrue as a direct result of the
Combination and would not be achieved on a standalone basis.
Wood Group estimates that realisation of these cost synergies would give
rise to one-off costs of approximately £190 million (US$231 million)
incurred in the first three years post-Completion.
Aside from the one-off costs referred to above, the Wood Group Directors do
not expect any material dis-synergies to arise in connection with the
Combination. Paragraph 17 of Part II of the Scheme Document describes the
proposal of a remedy commitment that Wood Group has made to the CMA. Should
such proposed remedy commitment be agreed with the CMA and implemented, it
is anticipated that approximately £25m per annum of the pre-tax cost
synergies would not be achieved. Furthermore, approximately £25m of the
one-off costs to realise the cost synergies would not be incurred. In US$,
the reduction in cost synergies would be approximately US$30m per annum and
the reduction in one-off costs approximately US$30m, using the same US
dollar:sterling exchange rate of 1.2171:1 as set out in the original
announcement of the Combination on 13 March 2017.
Over the longer term, the Wood Group Board believes that the Combined Group
would also have the potential to realise additional revenue synergies that
are not included in the Quantified Financial Benefits Statement, from the
delivery of an expanded range of services to an enlarged customer base, a
broader offering in the core oil and gas market, cross selling, pull
through opportunities and insourcing by the Combined Group of currently
outsourced activity.
None of the statements contained above is intended as a profit forecast and
should not be interpreted as such.
Bases of belief
In preparing the Quantified Financial Benefits Statement, Amec Foster
Wheeler has provided Wood Group with certain operating and financial
information to facilitate a detailed analysis in support of evaluating the
potential synergies available from the Combination. In circumstances where
data has been limited for commercial or other reasons, Wood Group
management has made estimates and assumptions to aid its development of
individual synergy initiatives.
The cost base used as the basis for the quantified exercise is Amec Foster
Wheeler's 2016 cost base, consistent with Amec Foster Wheeler's 2016
unaudited full year trading update provided by Amec Foster Wheeler to Wood
Group and released by Amec Foster Wheeler on 13 March 2017. Wood Group
adjusted this information to take into account recent cost savings
announced by Amec Foster Wheeler on 27 October 2016.
The assessment and quantification of the expected synergies have in turn
been informed by Wood Group management's industry experience as well as
their experience of executing and integrating past acquisitions.
In arriving at the estimate of synergies set out in this Announcement, the
Wood Group Board has assumed that Amec Foster Wheeler's support function
activities, such as Finance and Human Resources, will transition onto Wood
Group's existing systems.
In general, the synergy assumptions have in turn been risk adjusted,
exercising a degree of prudence in the calculation of the estimated synergy
benefit set out above.
The Wood Group Board has, in addition, made the following assumptions, all
of which are outside the influence of the Wood Group Board:
* there will be no material impact on the underlying operations of either
company or their ability to continue to conduct their businesses;
* there will be no material change to macroeconomic, political, regulatory or
legal conditions in the markets or regions in which Wood Group and Amec
Foster Wheeler operate that materially impact on the implementation or
costs to achieve the proposed cost savings;
* there will be no material change in current foreign exchange rates; and
* there will be no change in tax legislation or tax rates or other
legislation or regulation in the countries in which Wood Group and Amec
Foster Wheeler operate that could materially impact the ability to achieve
any benefits.
This analysis assumes no business disposal other than as referred to above.
Reports
As required by Rule 28.1(a) of the City Code, PwC, as reporting accountants
to Wood Group, and J.P. Morgan Cazenove and Credit Suisse, as financial
advisers to Wood Group, have provided the opinions required under that Rule
relating to the Quantified Financial Benefits Statement set out above.
Copies of these reports are set out below. Any references to anticipated
synergies should be read in conjunction with these reports. PwC, J.P.
Morgan Cazenove and Credit Suisse have each given and have not withdrawn
their consent to the publication of their respective report in the form and
context in which it is included.
Notes
The statements of estimated synergies relate to future actions and
circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the synergies referred to may not be achieved,
or may be achieved later or sooner than estimated, or those achieved could
be materially different from those estimated.
Due to the scale of the Combined Group, there may be additional changes to
the Combined Group's operations. As a result, and given the fact that the
changes relate to the future, the resulting synergies may be materially
greater or less than those estimated.
No statement in the Quantified Financial Benefits Statement or in this
Announcement generally should be interpreted to mean that earnings,
earnings per share or income, cash flow from operations or free cash flow
for the Combined Group for the current or future financial years would
necessarily match or exceed the historical published earnings, earnings per
share or income, cash flow from operations or free cash flow for Wood
Group, Amec Foster Wheeler or the Combined Group (as appropriate).
PRICEWATERHOUSECOOPERS LLP REPORT ON QUANTIFIED FINANCIAL BENEFITS
STATEMENT
The Directors
John Wood Group PLC
15 Justice Mill Lane
Aberdeen
AB11 6EQ
J.P Morgan Limited
25 Bank Street
Canary Wharf
London
E14 5JP
Credit Suisse International
One Cabot Square
London
E14 4QJ
(J.P. Morgan Limited and Credit Suisse International together the "
Financial Advisers")
23 May 2017
Dear Ladies and Gentlemen,
Updated Quantified Financial Benefits Statement by John Wood Group PLC
We report on the quantified financial benefits statement (the "Statement")
by the Directors included in the Scheme Document dated 23 May 2017 (the "
Investment Circular") to the effect that:
"The JWG Directors are confident that, as a direct result of the
Combination, the Combined Group could generate attractive synergies and
create additional shareholder value.
The Announcement included statements of estimated pre-tax cost synergies
expected to arise from the Combination of at least £110 million per annum
by the end of the third year following completion of the Combination. On 5
April 2017, the JWG Directors updated this estimate of the pre-tax cost
synergies expected to arise from the Combination from at least £110 million
per annum to at least £150 million per annum by the end of the third year
following completion of the Combination. The JWG Directors have now further
increased their estimate of pre-tax cost synergies to at least £165 million
per annum by the end of the third year following completion of the
Combination.
In US dollars, the pre-tax cost synergies have increased from approximately
US$134 million per annum to approximately US$200 million per annum, using
the same US dollar:sterling exchange rate of 1.2171:1 as set out in the
Announcement. The JWG Directors believe that these pre-tax cost synergies
further enhance the attractiveness of the Combination.
The increase in the expected level of pre-tax cost synergies is
attributable to a more developed assessment of the synergy opportunity
carried out since the Announcement, which has enabled a refinement of the
synergy initiatives and the related risk adjustments incorporated in the
underlying calculations.
The expected sources of quantified cost synergies, which are in addition to
synergies previously targeted and already underway by JWG and Amec Foster
Wheeler separately, comprise:
(i) operating efficiencies: approximately 50 per cent. of the identified
cost synergies are expected to be generated from economies of scale in
addressable operating cost, efficiencies in operational procurement spend
and the reduction of duplicate costs across country and regional
leadership;
(ii) corporate efficiencies: approximately 20 per cent. of the identified
cost synergies are expected to be generated from the reduction of duplicate
costs across board and executive leadership teams, in addition to other
corporate and group functional costs; and
(iii) administration efficiencies: approximately 30 per cent. of the
identified cost synergies are expected to be generated from the
consolidation of overlapping office locations, the elimination of
duplicated IT systems and the reduction of duplicate costs across central
support functions.
Approximately 30 per cent.of the identified cost synergies are expected to
be realised by the end of the first year following completion of the
Combination, rising to 70 per cent. by the end of the second year following
completion of the Combination and to 100 per cent. by the end of the third
year following completion of the Combination.
These anticipated cost synergies, which are reported under the City Code as
set out in Appendix I of this document, reflect both the beneficial
elements and the costs, and will accrue as a direct result of the
Combination and would not be achieved on a standalone basis.
JWG estimates that realisation of these cost synergies would give rise to
one-off costs of approximately £190 million (US$231 million) incurred in
the first three years post-completion of the Combination.
Aside from the one-off costs referred to above, the JWG Directors do not
expect any material dis-synergies to arise in connection with the
Combination. Paragraph 17 of this Part II of this document describes the
proposal of a remedy commitment that JWG has made to the CMA. Should such
proposed remedy commitment be agreed with the CMA and implemented, it is
anticipated that approximately £25 million per annum of the pre-tax cost
synergies would not be achieved. Furthermore, approximately £25 million of
the one-off costs to realise the cost synergies would not be incurred. In
US dollars, the reduction in cost synergies would be approximately US$30
million per annum and the reduction in one-off costs approximately US$30
million, using the same US dollar:sterling exchange rate of 1.2171:1 as set
out in the Announcement."
This Statement has been made in the context of disclosure in the Investment
Circular setting out the bases of belief of the Directors supporting the
Statement and their analysis and explanation of the underlying constituent
elements.
This report is required by Rule 28.1(a)(i) of the City Code on Takeovers
and Mergers (the "Code") and is given for the purpose of complying with
that rule and for no other purpose.
Responsibilities
It is the responsibility of the John Wood Group PLC Board to make the
Statement in accordance with the Code.
It is our responsibility to form our opinion as required by Rule 28.1(a)(i)
of the Code, as to whether the Statement has been properly compiled on the
basis stated.
Save for any responsibility which we may have to those persons to whom this
report is expressly addressed or to the shareholders of John Wood Group PLC
as a result of the inclusion of this report in the Announcement, and for
any responsibility arising under Rule 28.1(a)(i) of the Code to any person
as and to the extent therein provided, to the fullest extent permitted by
law we do not assume any responsibility and will not accept any liability
to any other person for any loss suffered by any such other person as a
result of, arising out of, or in connection with this report or our
statement, required by and given solely for the purposes of complying with
Rule 23.2(b) of the Code, consenting to its inclusion in the Investment
Circular.
Basis of Opinion
We conducted our work in accordance with the Standards for Investment
Reporting issued by the Auditing Practices Board in the United Kingdom. We
have discussed the Statement together with the relevant bases of belief
(including sources of information and assumptions) with the John Wood Group
PLC Board and with the Financial Advisers. Our work did not involve any
independent examination of any of the financial or other information
underlying the Statement.
Since the Statement and the assumptions on which it is based relate to the
future and may therefore be affected by unforeseen events, we can express
no opinion as to whether the actual benefits achieved will correspond to
those anticipated in the Statement and the differences may be material.
Our work has not been carried out in accordance with auditing or other
standards and practices generally accepted in the United States of America
or other jurisdictions and accordingly should not be relied upon as if it
had been carried out in accordance with those standards and practices.
Opinion
In our opinion, on the basis of the foregoing, the Statement has been
properly compiled on the basis stated.
Yours faithfully
PricewaterhouseCoopers LLP
Chartered Accountants
PricewaterhouseCoopers LLP is a limited liability partnership registered in
England with registered number OC303525. The registered office of
PricewaterhouseCoopers LLP is 1 Embankment Place, London WC2N 6RH.
PricewaterhouseCoopers LLP is authorised and regulated by the Financial
Conduct Authority for designated investment business.
REPORT FROM J.P. MORGAN CAZENOVE AND CREDIT SUISSE
The Directors
John Wood Group PLC
15 Justice Mill Lane
Aberdeen
AB11 6EQ
23 May 2017
Dear Ladies and Gentlemen,
Updated Quantified Financial Benefits Statement by John Wood Group PLC ("JWG")
We refer to the quantified financial benefits statement, the bases of belief
thereof and the notes thereto (together, the "Statement") made by JWG, set out
in the scheme document dated 23 May 2017 (the "Scheme Document"), for which the
Board of Directors of JWG (the "Directors") are solely responsible under Rule
28.1(a)(ii) of the City Code on Takeovers and Mergers (the "Code").
We have discussed the Statement (including the assumptions, accounting
policies, bases of calculation and sources of information referred to therein),
with the Directors and those officers and employees of JWG who have developed
the underlying plans as well as with PricewaterhouseCoopers LLP. The Statement
is subject to uncertainty as described in the announcement and our work did not
involve an independent examination of any of the financial or other information
underlying the Statement.
We have relied upon the accuracy and completeness of all the financial and
other information provided to us by or on behalf of JWG and/or Amec Foster
Wheeler, or otherwise discussed with or reviewed by us, and we have assumed
such accuracy and completeness for the purposes of providing this letter.
We do not express any view as to the achievability of the quantified financial
benefits identified by the Directors.
We have also reviewed the work carried out by PricewaterhouseCoopers LLP and
have discussed with it its opinion addressed to you and us on this matter and
which is set out in the Scheme Document, and the accounting policies and bases
of calculation for the Statement.
On the basis of the foregoing, we consider that the Statement, for which the
Directors are solely responsible, for the purposes of the Code, has been
prepared with due care and consideration.
This letter is provided to you solely in connection with Rule 28.1(a)(ii) of
the Code and for no other purpose. We accept no responsibility to JWG, Amec
Foster Wheeler or their shareholders or any person other than the Directors of
JWG in respect of the contents of this letter. We are acting exclusively as
financial advisers to JWG and no one else in connection with the Combination
between JWG and Amec Foster Wheeler and it was for the purpose of complying
with Rule 28.1(a)(ii) of the Code that JWG requested J.P. Morgan Limited and
Credit Suisse International to prepare this report on the Statement. No person
other than the Directors of JWG can rely on the contents of, or the work
undertaken in connection with, this letter, and to the fullest extent permitted
by law, we expressly exclude and disclaim all liability (whether in contract,
tort or otherwise) to any other person, in respect of this letter, its contents
or the work undertaken in connection with this letter or any of the results
that can be derived from this letter or any written or oral information
provided in connection with this letter.
Yours faithfully,
J.P. Morgan Limited and Credit Suisse International
Cautionary Note Regarding Forward-Looking Statements
This Announcement contains certain forward-looking statements with respect to
the financial condition, results of operations and business of Amec Foster
Wheeler and certain plans and objectives of Wood Group with respect thereto.
These forward-looking statements can be identified by the fact that they do not
relate only to historical or current facts. Forward-looking statements often
use words such as "anticipate", "target", "expect", "estimate", "intend",
"plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These statements are
based on assumptions and assessments made by Amec Foster Wheeler, and/or Wood
Group in light of their experience and their perception of historical trends,
current conditions, future developments and other factors they believe
appropriate. By their nature, forward-looking statements involve risk and
uncertainty, because they relate to events and depend on circumstances that
will occur in the future and the factors described in the context of such
forward-looking statements in this Announcement could cause actual results and
developments to differ materially from those expressed in or implied by such
forward-looking statements. Although it is believed that the expectations
reflected in such forward-looking statements are reasonable, no assurance can
be given that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this Announcement. Neither Amec
Foster Wheeler nor Wood Group assumes any obligation to update or correct the
information contained in this Announcement (whether as a result of new
information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially
from those expressed or implied in forward-looking statements. Among the
factors that could cause actual results to differ materially from those
described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
combinations or dispositions.
Additional risk factors that may affect future results are contained in Amec
Foster Wheeler's Form 20-F for the year ended 31 December 2016 (available at
www.amecfw.com and www.sec.gov). These risk factors expressly qualify all
forward-looking statements contained in this Announcement and should also be
considered by the reader.
For a discussion of important factors which could cause actual results to
differ from forward-looking statements relating to Wood Group and the WG Group,
refer to Wood Group's annual report and accounts for the year ended 31 December
2016. Each forward-looking statement speaks only as of the date of this
Announcement. None of Wood Group, the WG Group, Amec Foster Wheeler or the Amec
Foster Wheeler Group undertakes any obligation to publicly update or revise any
forward-looking statement as a result of new information, future events or
otherwise, except to the extent legally required. In light of these risks,
results could differ materially from those stated, implied or inferred from the
forward-looking statements contained in this Announcement.
Further Information
This Announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer to sell or subscribe for or any
invitation to purchase or subscribe for or otherwise acquire or dispose of any
securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Combination or otherwise, nor will there be any sale, issuance
or transfer of securities in any jurisdiction in contravention of applicable
law. The Combination will be made solely pursuant to the terms of the Scheme
Document setting out the particulars of the proposed Scheme between Amec Foster
Wheeler and the Amec Foster Wheeler Shareholders to implement the Combination
with or subject to any modification, addition or condition approved or imposed
by the Court and agreed by Amec Foster Wheeler and Wood Group (or, in the event
that the Combination is to be implemented by means of an Offer, the Offer
Document), which, together with the forms of proxy that will accompany the
Scheme Document, contain the full terms and conditions of the Scheme, including
details of how to vote in respect of the Combination. Any decision in respect
of, or other response to, the Combination by Amec Foster Wheeler Shareholders
should be made only on the basis of the information contained in the Scheme
Document.
Amec Foster Wheeler has prepared the Scheme Document to be distributed to Amec
Foster Wheeler Shareholders. Wood Group has prepared the Circular and has made
available the Prospectus containing information on the New Wood Group Shares
and the Combined Group. Wood Group urges Wood Group Shareholders to read the
Prospectus to be published by Wood Group and the Circular carefully when they
become available because they contain important information in relation to the
Scheme, the New Wood Group Shares and the Combined Group. Amec Foster Wheeler
urges Amec Foster Wheeler Shareholders to read the Scheme Document and the
Prospectus carefully because they contain important information in relation to
the Scheme, the New Wood Group Shares and the Combined Group. Any vote in
respect of resolutions to be proposed at the Wood Group General Meeting to
approve the Combination, the Scheme or related matters, should be made only on
the basis of the information contained in the Scheme Document, the Prospectus
and, the Circular.
This Announcement does not constitute a prospectus or prospectus equivalent
document.
The Combination will be subject to the applicable requirements of the City
Code, the UK Panel on Takeovers and Mergers, the London Stock Exchange and the
UK Listing Authority.
Please be aware that addresses, electronic addresses and certain other
information provided by Amec Foster Wheeler Shareholders, persons with
information rights and other relevant persons for the receipt of communications
from Amec Foster Wheeler may be provided to Wood Group during the offer period
as required under Section 4 of Appendix 4 of the City Code to comply with Rule
2.11(c) of the City Code.
Overseas jurisdictions
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about, and observe any applicable
requirements. In particular, the ability of persons who are not resident in the
United Kingdom to vote their Amec Foster Wheeler shares with respect to the
Scheme at the Court Meeting, or to execute and deliver Forms of Proxy
appointing another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they are located.
Any failure to comply with such requirements may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent permitted by
applicable law, the companies and other persons involved in the Combination
disclaim any responsibility or liability for any violation of such restrictions
by any person. This Announcement has been prepared for the purpose of
complying with English law and the City Code and the information disclosed may
not be the same as that which would have been disclosed if this Announcement
had been prepared in accordance with the laws of jurisdictions outside the
United Kingdom. Unless otherwise determined by Wood Group or required by the
City Code, and permitted by applicable law and regulation, the Combination will
not be made available directly or indirectly in, into or from any Restricted
Jurisdiction or where to do so would violate the laws of a jurisdiction, and
the Combination will not be capable of acceptance from or within a Restricted
Jurisdiction.
Copies of this Announcement and any documentation relating to the Combination
are not being, and must not be, directly or indirectly, mailed, transmitted or
otherwise forwarded, distributed or sent in or into or from any Restricted
Jurisdiction and persons receiving such documents (including custodians,
nominees and trustees) must not mail or otherwise forward, distribute or send
it in or into or from any Restricted Jurisdiction where to do so would violate
the laws in that jurisdiction, and persons receiving this Announcement and any
documents relating to the Combination (including custodians, nominees and
trustees) must not mail or otherwise distribute or send them in, into or from
such jurisdictions where to do so would violate the laws in that jurisdiction.
If the Combination is implemented by way of an Offer (unless otherwise
permitted by applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Offer may not be capable of acceptance by any
such use, means, instrumentality or facilities.
The availability of New Wood Group Shares under the Combination to Amec Foster
Wheeler Shareholders who are not resident in the United Kingdom or the ability
of those persons to hold such shares may be affected by the laws or regulatory
requirements of the jurisdiction in which they are resident. Persons who are
not resident in the United Kingdom should inform themselves of, and observe,
any applicable legal or regulatory requirements.
The New Wood Group Shares may not be offered, sold or delivered, directly or
indirectly, in, into or from any Restricted Jurisdiction or to, or for the
account or benefit of, any restricted overseas persons (being any Amec Foster
Wheeler Shareholders resident in, or nationals or citizens of, Restricted
Jurisdictions or who are nominees or custodians, trustees or guardians for,
citizens, residents or nationals of such Restricted Jurisdictions) except
pursuant to an applicable exemption from, or in a transaction not subject to,
applicable securities laws of those jurisdictions. Further details in relation
to any Amec Foster Wheeler Shareholders who are resident in, ordinarily
resident in, or citizens of, jurisdictions outside the United Kingdom, are
contained in the Scheme Document.
Additional information for US investors
Notice to US investors in Amec Foster Wheeler: the Combination relates to the
shares of an English company and is being made by means of a scheme of
arrangement provided for under English company law. A transaction effected by
means of a scheme of arrangement is not subject to the tender offer rules or
the proxy solicitation rules under the US Exchange Act, and it is expected that
any New Wood Group Shares to be issued pursuant to the Scheme to Amec Foster
Wheeler Shareholders would be issued in reliance upon the exemption from the
registration requirements under the US Securities Act, provided by Section 3(a)
(10) thereof. Under applicable US securities laws, persons (whether or not US
persons) who are or will be "affiliates" (within the meaning of Rule 144 of the
US Securities Act) of Amec Foster Wheeler or Wood Group prior to, or of Wood
Group after, the Effective Date, will be subject to certain transfer
restrictions relating to the New Wood Group Shares received in connection with
the Combination. Accordingly, the Combination is subject to the disclosure
requirements and practices applicable in the United Kingdom to schemes of
arrangement which differ from the disclosure requirements of United States
tender offer and proxy solicitation rules and the US Securities Act. If, in
the future, Wood Group exercises the right to implement the Combination by way
of a takeover offer and determines to extend the offer into the United States,
the Combination will be made in compliance with applicable United States laws
and regulations, including any applicable exemptions under the US Exchange
Act. Financial information included in this Announcement and the Scheme
Document has been or will have been prepared in accordance with accounting
standards applicable in the United Kingdom that may not be comparable to
financial information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting principles in the
United States.
The receipt of consideration by a US holder for the transfer of its Amec Foster
Wheeler shares pursuant to the Scheme may be a taxable transaction for United
States federal income tax purposes and under applicable United States state and
local, as well as foreign and other, tax laws. Each Amec Foster Wheeler
shareholder is urged to consult his independent professional adviser
immediately regarding the tax consequences of the Combination applicable to
him.
It may be difficult for US holders of Amec Foster Wheeler shares to enforce
their rights and any claim arising out of the US federal laws, since Wood Group
and Amec Foster Wheeler are located primarily in a non-US jurisdiction, and
some or all of their officers and directors may be residents of a non-US
jurisdiction. US holders of Amec Foster Wheeler shares may not be able to sue
a non-US company or its officers or directors in a non-US court for violations
of the US securities laws. Further, it may be difficult to compel a non-US
company and its affiliates to subject themselves to a US court's judgement.
Securities issued pursuant to the Scheme will not be registered under any US
state securities laws and may only be issued to persons resident in a state
pursuant to an exemption from the registration requirements of the securities
laws of such state.
For the purpose of qualifying for the exemption provided by Section 3(a)(10) of
the US Securities Act, Amec Foster Wheeler will advise the Court that its
sanctioning of the Scheme will be relied on by Wood Group as an approval of the
Scheme following a hearing on its fairness to Amec Foster Wheeler Shareholders,
at which Court hearing all Amec Foster Wheeler Shareholders are entitled to
attend in person or though counsel to support or oppose the sanctioning of the
Scheme and with respect to which notification will be given to all such
holders.
In accordance with normal UK practice and, if applicable, pursuant to Rule
14e-5(b) of the US Exchange Act, Wood Group or its nominees, or its brokers
(acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, Amec Foster Wheeler shares outside of the US, other
than pursuant to the Combination, until the date on which the Scheme becomes
effective or lapses or is otherwise withdrawn. In addition, in accordance with
the City Code, normal United Kingdom market practice and Rule 14e-5(b) of the
US Exchange Act, J.P. Morgan Cazenove and Credit Suisse, while serving as
financial advisers and brokers to Wood Group, will each continue to act as
exempt principal traders in Amec Foster Wheeler shares on the London Stock
Exchange. These purchases and activities by exempt principal traders, which
may occur either in the open market at prevailing prices or in private
transactions at negotiated prices, and are required to be made public in the
United Kingdom pursuant to the City Code, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com.
Publication on website and availability of hard copies
A copy of this Announcement and the documents required to be published by Rule
26 of the City Code will be made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Wood Group's
website at www.woodgroup.com by no later than 12 noon (London time) on the
Business Day following this Announcement. For the avoidance of doubt, the
contents of those websites are not incorporated into and do not form part of
this Announcement.
Wood Group Shareholders may request a hard copy of this Announcement by: (i)
contacting Equiniti during business hours on 0333 207 6546 if calling from the
United Kingdom, or +44 121 415 0808 if calling from outside the United Kingdom
(lines are open from 8.30am to 5.30pm, Monday to Friday (excluding public
holidays in England and Wales))? or (ii) by submitting a request in writing to
Equiniti at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex
BN99 6DA, United Kingdom. If you have received this Announcement in electronic
form, copies of this Announcement and any document or information incorporated
by reference into this Announcement will not be provided unless such a request
is made. Wood Group Shareholders may also request that all future documents,
announcements and information to be sent to them in relation to the Combination
should be in hard copy form.
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor, accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are resident in the United Kingdom or,
if not, from another appropriately authorised independent financial adviser.
J.P. Morgan Cazenove
J.P. Morgan Limited, which conducts its UK investment banking business as J.P.
Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the
United Kingdom by the FCA. J.P. Morgan Cazenove is acting exclusively for Wood
Group and no one else in connection with the Combination and the matters set
out in this Announcement and will not be responsible to anyone other than Wood
Group for providing the protections afforded to clients of J.P. Morgan Cazenove
or its affiliates, or for providing advice in relation to the Combination or
any other matters referred to in this Announcement.
Credit Suisse
Credit Suisse International ("Credit Suisse"), which is authorised by the
Prudential Regulation Authority and regulated by the FCA and PRA in the United
Kingdom, is acting as financial adviser exclusively for Wood Group and no one
else in connection with the Combination and the matters set out in this
Announcement and will not be responsible to anyone other than Wood Group for
providing the protections afforded to clients of Credit Suisse, nor for
providing advice in relation to the Combination, the content of this
Announcement or any matter referred to herein. Neither Credit Suisse nor any
of its subsidiaries, branches or affiliates owes or accepts any duty, liability
or responsibility whatsoever (whether direct or indirect, whether in contract,
in tort, under statute or otherwise) to any person who is not a client of
Credit Suisse in connection with this Announcement, any statement contained
herein or otherwise.
Quantified Financial Benefits Statement
The statements in the Quantified Financial Benefits Statement relate to future
actions and circumstances which, by their nature, involve risks, uncertainties
and contingencies. As a result, the cost savings and synergies referred to may
not be achieved, may be achieved later or sooner than estimated, or those
achieved could be materially different from those estimated.
No statement in the Quantified Financial Benefits Statement, or this
Announcement generally, should be construed as a profit forecast or interpreted
to mean that the Combined Group's earnings in the first full year following the
Effective Date, or in any subsequent period, would necessarily match or be
greater than or be less than those of Wood Group and/or Amec Foster Wheeler for
the relevant preceding financial period or any other period. For the purposes
of Rule 28 of the City Code, the Quantified Financial Benefits Statement
contained in this Announcement is the responsibility of Wood Group and the Wood
Group Directors.
Synergy Numbers
The synergy numbers are unaudited and based on analysis by Wood Group's
management and on Wood Group's internal records.
Rounding
Certain figures included in this Announcement have been subjected to rounding
adjustments.
WOOD GROUP (JOHN) PLC : - Publication of Prospectus & Circular
May 23, 2017 at 12:57 pm EDT
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