Form 8.3 - John Wood Group PLC

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:             COMPUTERSHARE NOMINEES (CHANNEL ISLANDS)
                                        LIMITED

(b) Owner or controller of interests    COMPUTERSHARE TRUSTEES (JERSEY) LIMITED
and short positions disclosed, if       AS TRUSTEE OF THE JOHN WOOD GROUP
different from 1(a):                    EMPLOYEE SHARE TRUST
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 JOHN WOOD GROUP PLC
to whose relevant securities this form
relates:
Use a separate form for each
offeror/offeree

(d) If an exempt fund manager connected
with an offeror/offeree, state this and
specify identity of offeror/offeree:

(e) Date position held/dealing          20 APRIL 2017
undertaken:
For an opening position disclosure,
state the latest practicable date prior
to the disclosure

(f) In addition to the company in 1(c)  N/A
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”



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:

                                                         Interests      Short
                                                                       positions

                                                        Number     %   Number %

(1) Relevant securities owned and/or controlled:      11,018,522 2.89%

(2) Cash-settled derivatives:

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

                                                      11,018,522 2.89%
TOTAL:



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   Product    Nature of dealing  Number of  Price per unit
    security      description        e.g.         reference
                   e.g. CFD    opening/closing a  securities
                                  long/short
                                   position,
                              increasing/reducing
                                 a long/short
                                   position



(c)        Stock-settled derivative transactions (including options)

(i)         Writing, selling, purchasing or varying


Class of   Product    Writing,   Number of  Exercise    Type    Expiry  Option
relevant description purchasing, securities price per   e.g.     date   money
security  e.g. call   selling,    to which    unit    American,         paid/
           option      varying     option             European         received
                        etc.      relates               etc.           per unit



(ii)        Exercise


Class of relevant     Product         Exercising/    Number of  Exercise price
    security        description    exercised against securities    per unit
                  e.g. call option

Ordinary Shares   Option under     Exercised – in    2,500      £6.805
                  Trust            the process of
                                   being settled –
                                   this amount has
                                   been taken into
                                   account when
                                   confirming the
                                   holding under
                                   Section 2 (a)

Ordinary Shares   Option under     Exercised – in    5,420      £0.04286
                  Trust            the process of
                                   being settled –
                                   this amount has
                                   been taken into
                                   account when
                                   confirming the
                                   holding under
                                   Section 2 (a)



(d)        Other dealings (including subscribing for new securities)


Class of relevant security Nature of dealing  Details Price per unit (if
                           e.g. subscription,            applicable)
                               conversion



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: 21 APRIL 2017

Contact name:       STEPHANIE HENRY

Telephone number:   01534 281807



Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk.  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.