NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
听
6 March 2026
RECOMMENDED CASH ACQUISITION听
OF听
JOHN WOOD GROUP PLC (鈥淲OOD鈥� OR THE 鈥淐OMPANY鈥�)听
BY听
SIDARA LIMITED (鈥淏IDCO鈥�)
(an entity controlled by Dar-Al Handasah Consultants Shair and Partners Holdings Ltd
(鈥沦颈诲补谤补鈥�))
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
听
COURT SANCTION OF SCHEME OF ARRANGEMENT
听On 29 August 2025, the boards of directors of 久久久久久久久精品 and Sidara announced that they had reached agreement on the terms and conditions of a recommended cash acquisition of the entire share capital of 久久久久久久久精品 (the Acquisition), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the Scheme).
The circular in relation to the Scheme was published and sent to 久久久久久久久精品 Shareholders on 11 September 2025 (the Scheme Document) and a supplementary circular to the Scheme Document was published and sent to 久久久久久久久精品 Shareholders on 30 October 2025 (the 鈥�Supplementary Circular鈥�). On 17 November 2025, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the Special Resolutions relating to the implementation of the Scheme were approved by 久久久久久久久精品 Shareholders at the General Meeting.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document and the Supplementary Circular. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.
Sanction of Scheme and Effective Date
久久久久久久久精品 and Sidara are pleased to announce that the Court of Session in Edinburgh has today sanctioned the Scheme.
It is anticipated that the Effective Date will be 10 March 2026, which is when a copy of the Court Order is expected to be delivered to the Registrar of Companies. A further announcement will be made when the Scheme has become Effective.
The expected timetable of principal events for implementation of the Scheme remains as set out in the announcement made by 久久久久久久久精品 in relation to the Acquisition on 3 March 2026.
Board changes
久久久久久久久精品 confirms that, with effect from the Effective Date, non-executive directors Roy Franklin, Birgitte Brinch Masden, Nigel Mills and Paul O鈥橠onnell will step down from the 久久久久久久久精品 Board, and Talal Shair, Neil Bruce, Danny Aoun, Philip English and Michael Helou will be appointed to the 久久久久久久久精品 Board. Iain Torrens, current Chief Executive Officer of 久久久久久久久精品 (鈥�CEO), has notified 久久久久久久久精品 and Sidara of his intention to resign with effect from the Effective Date, and 久久久久久久久精品 and Sidara have accepted his resignation. Upon appointment to the 久久久久久久久精品 Board, Talal Shair will be appointed as the Chair of the 久久久久久久久精品 Board and Neil Bruce will be appointed as CEO of 久久久久久久久精品. The board of 久久久久久久久精品 is grateful to Iain for his leadership of the 久久久久久久久精品 business over the course of the last year, first as interim Chief Financial Officer and then CEO.