John Wood Group has announced that it has posted to shareholders a circular including a Notice of General Meeting to be held at 3:00 p.m. UK time on Thursday, 23 October 2025 at Sir Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen, AB12 3LE, United Kingdom, and a letter from the Chair of the Board of the Company (the 'Circular').
As previously announced, the Company is working with its auditor to finalise its statutory audited consolidated accounts for the twelve-month period ended 31 December 2024 (the 'Audited Accounts'). As the Company has continued to progress the audit, it has become apparent that when the Company publishes its audited accounts for the financial year ended 31 December 2024, the Company's borrowings will exceed the borrowing limit in Article 98(B) of the Company’s articles of association. The borrowing limit, which the Company is currently in compliance with, is determined by reference to the adjusted capital and reserves of the Company as shown on the latest audited balance sheet.
The Board is therefore seeking shareholder approval to sanction a temporary disapplication of the Group's borrowing limit (as permitted under Article 98(B)) until 31 October 2028, being a fixed period within which the Company expects to require the disapplication of the borrowing limit in order to continue to finance its operations and business.
A breach of the borrowing limit would have serious and adverse implications for the day-to-day use of the Company’s existing debt facilities and the debt facilities to be implemented pursuant to the amendment and extension as described in the scheme document published by the Company on 11 September 2025 (the 'Scheme Document') relating to the recommended cash acquisition of the Company by Sidara Limited (the 'Acquisition'). It would amount to an event of default and, separately, the Company would be unable to draw on its existing debt facilities without breaching its articles of association and without further lender consents.
That would have a significantly adverse effect on the Company’s liquidity position. It would also materially risk jeopardising the Acquisition, which remains critical to the Company’s future, or any other potential transaction where shareholders would receive any value for their shares. It is therefore imperative that the borrowing limit is disapplied prior to publication of the Audited Accounts.
Accordingly, the Board considers that the resolution set out in the Notice of General Meeting is in the best interests of the Company and of its shareholders as a whole and unanimously recommends shareholders to vote in favour of it, as each of the directors intends to do in respect of their own beneficial holdings.
The Circular is a subsequent document for the purposes of Rule 27.2 of the City Code on Takeovers and Mergers (the 'Code'). The Takeover Panel has granted a dispensation from the requirement to publish the confirmations required by Rule 27.2 of the Code in this document. Such confirmations will be included in the supplementary circular to the Scheme Document which will be published following publication of the Audited Accounts and the Company’s interim financial results for the six-month period ended 30 June 2025 (the 'H1 2025 Interim Results'), and at least 14 days prior to the shareholder meetings to be held on 12 November 2025 (the 'Supplementary Circular'). The Supplementary Circular will incorporate by reference the Audited Accounts and the H1 2025 Interim Results and will be published on the Company’s website at www.woodplc.com/investors/pages/sidara-proposal-2025 and Sidara’s (as defined in the Scheme Document) website at www.energy-pillar.com.
In accordance with UK Listing Rule 6.4.1, copies of the following documents have been submitted to the Financial Conduct Authority and will shortly be available for inspection from the Financial Conduct Authority's National Storage Mechanism at https://data.fca.org.uk/#/nsm/nationalstoragemechanism:
- Circular including Notice of General Meeting; and
- Proxy Form for the General Meeting.
The above documents are also available at www.woodplc.com/investors/general-meetings.
Source: Wood
