Dar Al-Handasah Consultants Shair and Partners Holdings Ltd (“Sidara”) - Response to Statement by John Wood Group PLC (“Wood”)

Sidara notes the announcement made today by Wood and confirms that on 30 April 2024 it submitted a proposal to Wood regarding a possible cash offer to acquire the entire issued and to be issued ordinary share capital of Wood of 205 pence for each Wood share.

This non-binding proposal was rejected by Wood on 8 May 2024 and Sidara is considering its next steps.

Sidara is one of the largest planning, design, engineering and project management groups in the world. With an important and substantial presence in London, Sidara has approximately 20,000 employees across 60 countries, with almost half of its revenues originating from North America. Sidara has a strong focus on value discipline and returns, and has a track record of growing acquired businesses.

Further announcements will be made in due course as appropriate, but there can be no certainty that an offer will ultimately be made. Further information on Sidara is also provided below. Sidara reserves the right to vary the form and / or mix of the consideration of any offer that it may ultimately make for Wood.

Sidara reserves the right to reduce the offer consideration by the amount of any dividend or any other distribution or return of value to shareholders which is paid or becomes payable by Wood to its shareholders following the date of this announcement.

Enquiries

Brunswick Group LLP
Patrick Handley
Caroline Daniel
Tel: +44 (0) 20 7404 5959

Further information about Sidara

Sidara is a global planning, design, engineering and project management group founded in 1956 with revenues of $2.8bn and extensive operations in the US, EMEA and Asia. Sidara is a privately-owned working partnership with no external shareholders.

With an important and substantial presence in London, Sidara has over 20,000 employees spanning 308 offices and 60 countries worldwide. Some of the industry’s most recognizable and specialist brands are part of Sidara, including award-winning global architecture firm Perkins & Will, global engineering firm TYLin, and specialist project management firm Currie & Brown. Sidara is the trading name of Dar Al-Handasah Consultants Shair and Partners Holdings Ltd.

Disclaimer

In accordance with Rule 2.4(c)(iii) of the Code, Sidara is not aware of any dealings in Wood shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been practicable to make such enquiries of all persons presumed to be acting in concert with Sidara prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, Sidara will make an announcement disclosing such details as soon as practicable, and in any event by the time it is required to make its Opening Position Disclosure pursuant to Rule 8.1 of the Code.

In accordance with Rule 2.4(c)(iii) of the Code, Sidara is not aware of any dealings in Wood shares that would require a minimum level, or particular form, of consideration that it would be obliged to offer under Rule 6 or Rule 11 of the Code (as appropriate). However, it has not been practicable to make such enquiries of all persons presumed to be acting in concert with Sidara prior to the date of this announcement in order to confirm whether any details are required to be disclosed under Rule 2.4(c)(iii) of the Code. To the extent that any such details are identified following such enquiries, Sidara will make an announcement disclosing such details as soon as practicable, and in any event by the time it is required to make its Opening Position Disclosure pursuant to Rule 8.1 of the Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Rule 26.1 Disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at www. sidaracollaborative.com by not later than 12.00 noon (London time) on the business day immediately following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire or subscribe for, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Wood who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.