공시 • Mar 10
Dar Al-Handasah Consultants Shair and Partners Holdings Limited completed the acquisition of John Wood Group PLC (LSE:WG.).
Dar Al-Handasah Consultants Shair and Partners Holdings Limited proposed to acquire John Wood Group PLC (LSE:WG.) for approximately £250 million on February 24, 2025. Dar Al-Handasah Consultants Shair and Partners Holdings Limited entered into an agreement to acquire John Wood Group PLC (LSE:WG.) on August 29, 2025. A cash consideration will be paid by Dar Al-Handasah Consultants Shair and Partners Holdings Limited. The Board of Wood has received a holistic non-binding conditional proposal from Sidara, possible offer of £0.35 per Wood share in cash to acquire the entire issued and to be issued share capital of the Company, a possible capital injection from Sidara to Wood and Wood seeking an extension of, and certain other amendments to, its existing committed debt facilities. In accordance with Rule 2.6(a) of the Code, Sidara is required, by March 24, 2025, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for the Company. As of March 24, 2025, Discussions are continuing and the Board of Wood has therefore requested, and the Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than on April 17, 2025. This deadline can be further extended with the agreement of the Board of Wood and the consent of the Panel in accordance with Rule 2.6(c) of the Code. Accordingly, the Board of Wood has indicated to Sidara that, should an Offer be made on the terms set out above, it would be minded to recommend the Offer to Wood's shareholders, subject to agreement of the full terms and conditions of the Offer. If the Offer does not complete as a result of any antitrust or regulatory approval not being obtained, the initial tranche under the Sidara Liquidity Arrangements would not be affected and would remain in place until its maturity date. The announcement by Sidara of any firm offer for Wood under Rule 2.7 of the Code (an "Offer") is subject to the satisfaction or waiver of certain pre-conditions, including i.e, legally binding agreement(s) in a form satisfactory to Sidara being entered into in respect of the Debt Modifications and the Sidara Liquidity Arrangements, the unanimous recommendation of such Offer by the Wood Board of Directors and irrevocable undertakings from such directors who hold Wood shares to vote in favour of the Offer, completion of Sidara's due diligence; and final approval of the Sidara Board of Directors. As of April 14, 2025, Sidara has confirmed to the Board of Wood that, if the Offer is made, it intends to commit to Wood that it will take all required, necessary or advisable steps to satisfy all antitrust and regulatory conditions to the Offer, subject to certain limited carve-outs in the case of regulatory approvals and the board of Wood believes that the company needs to have a more sustainable capital structure, and this requires substantial new capital in order to diversify Wood’s financing sources and reduce its indebtedness over time. On April 17, 2025, The Board of Wood has therefore requested, and the Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies. Such announcement must now be made by not later than 5.00 pm on May 15, 2025. This deadline can be further extended with the agreement of the Board of Wood and the consent of the Panel in accordance with Rule 2.6(c) of the Code. As of May 15, 2025, The Board of Wood has therefore requested, and the Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood now be made by not later than 5.00 pm on June 12, 2025. As of June 13, 2025, The Board of Wood has therefore requested, and the Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood now be made by not later than 5.00 pm on June 30, 2025. As of July 28, 2025, The Board of Wood has therefore requested, and the Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer, in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies. Sidara has confirmed that it has continued to make further significant progress with its due diligence on Wood. On August 23, 2025, Sidara informed the Board of Wood in writing that it is committed to making an offer to acquire the entire issued and to be issued share capital of Wood, once the remaining pre-conditions have been satisfied, but that, having completed its due diligence, any offer would be at a reduced price of 30 pence in cash per Wood share (the "Reduced Possible Offer"). The Board has evaluated the Reduced Possible Offer with its financial advisers and concluded that it is at a value that the Board would be minded to recommend to Wood shareholders, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such financial terms, subject to the agreement of all other terms and conditions of an offer. As of August 28, 2025, The Board has evaluated the Reduced Possible Offer with its financial advisers and concluded that it is at a value that the Board would be minded to recommend to Wood shareholders. The Board of Wood has therefore requested, and the Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood or to announce that it does not intend to make an offer. Such announcement must now be made by not later than 5.00pm on Friday August 29, 2025. In the meantime, shareholders are not required to take any action in relation to the Possible Offer. As of August 29, 2025, The Acquisition is expected to complete in the first half of 2026. The deal is subject to court approval. The acquisition will be funded from debt financing. As of November 17, 2025 Dar Al-Handasah Consultants Shair and Partners Holdings Limited received approval from the requisite majority of shareholders of John Wood Group. As on December 4, 2025, Wood is pleased to announce that all outstanding conditions precedent under the A&E Implementation Deed, the Sidara Interim Funding Agreement and the Escrow Agreement have been satisfied and the A&E Effective Date occurred on December 3, 2025. Wood and Sidara have made significant progress towards satisfaction of the Antitrust Conditions and Regulatory Conditions to the Acquisition, The parties are continuing to work towards satisfaction of the remaining Conditions and, subject to satisfaction (or, where applicable, waiver) of such Conditions and the sanction of the Scheme by the Court, completion of the Acquisition is expected to occur in the first half of 2026. Antitrust Conditions and Regulatory Conditions are fulfilled. The acquisition is expected to happen on March 10, 2026.
Allen Overy Shearman & Sterling LLP is acting as legal adviser to Dar Al-Handasah Consultants Shair and Partners Holdings Limited. Jan Skarbek and David Fudge of Europa Partners, Richard Perelman and Charles Oakes of J.P. Morgan Cazenove, Tom Perry and Alex Smart of Morgan Stanley and John Deans and Paul Duffy of N.M. Rothschild & Sons Limited acted as legal advisor to John Wood Group PLC.
Dar Al-Handasah Consultants Shair and Partners Holdings Limited completed the acquisition of John Wood Group PLC (LSE:WG.) on March 10, 2026. Court sanctioned the scheme on March 6, 2026.