FORM 8 (OPD) PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER Rules 8.1 and 8.2 of the Takeover Code (the "Code") 1. KEY INFORMATION (a) Full name of discloser: John Wood Group PLC (b) Owner or controller of interests and short N/A 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 Amec Foster Wheeler plc relevant securities this form relates: Use a separate form for each offeror/offeree (d) Is the discloser the offeror or the offeree? OFFEROR (e) Date position held: 24 March 2017 The latest practicable date prior to the disclosure (f) In addition to the company in 1(c) above, is YES the discloser making disclosures in respect of any If YES, specify which: John Wood other party to the offer? Group PLC If it is a cash offer or possible cash offer, state "N/A" 2. POSITIONS OF THE PARTY TO THE OFFER 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 Class of relevant security: Ordinary Shares Interests Short positions Number % Number % (1) Relevant securities owned and/ Nil 0 Nil 0 or controlled: (2) Cash-settled derivatives: Nil 0 Nil 0 (3) Stock-settled derivatives Nil 0 Nil 0 (including options) and agreements to purchase/sell: Nil 0 Nil 0 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). 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 Class of relevant security in relation to N/A which subscription right exists: Details, including nature of the rights N/A concerned and relevant percentages: 3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure: A. Interests held by directors of John Wood Group PLC and their close relatives and related trusts Name Number of Percentage of Ordinary Shares total issued share capital (excluding share options) (%) David Kemp 162 0.00004 A. Interests held by other presumed concert parties of John Wood Group PLC: J.P. Morgan Securities LLC - Private Client Service (PCS): Class of relevant security Ordinary Shares Interests Short Positions Number % Number % Relevant securities owned 372 0.00010 Nil 0 and/or controlled Cash-settled derivatives Nil 0 Nil 0 Stock-settled derivatives Nil 0 Nil 0 (including options) and agreements to purchase/ sell TOTAL 372 0.00010 Nil 0 JPMorgan Chase Bank, N.A.: Class of relevant security Ordinary Shares Interests Short Positions Number % Number % Relevant securities owned 37 0.00001 Nil 0 and/or controlled Cash-settled derivatives Nil 0 Nil 0 Stock-settled derivatives Nil 0 Nil 0 (including options) and agreements to purchase/ sell TOTAL 37 0.00001 Nil 0 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). 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 party to the offer making the disclosure or any person acting in concert with it: 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 party to the offer making the disclosure, or any person acting in concert with it, 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 Are any Supplemental Forms attached? Supplemental Form 8 (Open Positions) NO Supplemental Form 8 (SBL) NO Date of disclosure: 24 March 2017 Contact name: Lorraine Sproule Telephone number: +44 (0) 1224 851000 Public 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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- WOOD GROUP (JOHN) PLC : - Form 8 (OPD) - Amec Foster Wheeler plc