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Stew,

Thanks for the thoughtful reply, really appreciated.

You’re absolutely right to bring up the role of lenders, and I agree they are a critical but often under-discussed part of this. If Sidara has indeed engaged in refinancing or offered guarantees behind the scenes, that certainly gives them leverage and makes it harder for a rival bidder to step in cold. But that dynamic also cuts both ways, if Wood’s long-term viability is genuinely dependent on Sidara-linked refinancing, that should be made transparent to shareholders before any vote. Otherwise, it risks becoming a self-fulfilling mechanism that limits choice.

On the point about institutions already being aware of the audit findings — fair point, and no doubt some of the major holders have been privately briefed to some extent. But even then, fiduciary duty demands public disclosure. No major institution can formally vote or back a bid of this scale without published, audited numbers that they can justify to their clients and regulators. That’s just how stewardship and compliance work — particularly in a climate where the FCA is already involved.

I also hear you on the idea that rival bidders don’t necessarily have to wait for the accounts, but in practice, they will. Why? Because no strategic or PE buyer is going to risk launching a bid based on unpublished or opaque financials — especially with a suspended stock and ongoing investigations. Due diligence access can be granted, yes, but full confidence only comes when the numbers are public and the noise dies down. That’s why August remains the pivotal window. If the accounts show value, it’s game on and 35p may not hold. If they don’t, then 35p could well be the best deal available.

As for the board — I’m not necessarily accusing them of anything nefarious. But there’s no question they’ve boxed themselves in. The optics are poor: suspended shares, multiple PUSU extensions, zero shareholder engagement, and now an FCA investigation. Whether by design or circumstance, it has created an environment of opacity and mistrust — and I’d argue that’s what’s fueling the “conspiracy talk,” more than any forum drama.

To your final point, I still believe “going it alone” is viable — but only if the accounts land well and there’s a pathway to refinance independently, possibly with strategic asset sales or joint ventures. If not, yes, a deal is likely. But even then, 35p is not locked — and that’s where the debate should stay focused.

Appreciate your input, very constructive. Let’s see how it all unfolds in the next 4-6 weeks.

Appreciate the perspective, I get why many feel 35p is a done deal. But I’d challenge that assumption, because what we’re seeing doesn’t align with a clean or confident acquisition. We’re now on the third PUSU extension, and there are still no FY24 audited accounts, which are absolutely fundamental for any formal vote or serious institutional backing. The FCA is investigating, there’s no general meeting scheduled, and the board hasn’t issued any update confirming they’ve secured shareholder support. The company has even been removed from the FTSE indices due to the suspension, and trading remains frozen, leaving no opportunity for price discovery or investor confidence.

Institutional investors don’t make decisions like this in the dark. It’s unrealistic to expect groups like BlackRock or Schroders to vote in favour of a deal without published accounts, with the board under investigation, and at a price point as low as 35p — valuing the entire company at around £242 million. Wood operates in over 60 countries and delivers billions in annual revenue. If the institutions were fully behind this deal, it would’ve been done and dusted months ago, and we would have seen an RNS calling a vote by now.

Yes, 35p might be the current offer and it could still go through — but only if a lot of “ifs” fall into place. The accounts need to justify the valuation, there must be no rival bidders, institutional support must materialise, and the FCA investigation must not cast further doubt. That’s a high bar. Right now, 35p feels more like a defensive fallback position, not a confident, premium takeover price. It’s being pitched under suspended trading, with zero public transparency, and seemingly little engagement with retail or institutional shareholders.

Once the audited numbers land — likely end of July or early August — and if they show real value, there’s every chance a rival bid could emerge. In that case, 35p becomes the opening benchmark, not the ceiling. So while I agree that the 35p deal remains a possibility, it’s far from a done deal, and I’d argue it’s facing more headwinds than momentum at this point.

We wait and watch, but this is far from over.

I agree with ice

Institutional investors (e.g. Fidelity, Aberdeen, Vanguard) are managing other people’s money — pension funds, ISAs, endowments. They must:

• Justify any vote or deal to compliance/legal teams

• Prove that their decision was informed and in shareholders’ best interests

Without audited FY24 accounts, they simply can’t quantify value, risk, or future outlook. Approving a deal at 35p with no numbers is career suicide and possibly legally actionable under stewardship obligations.

Stew, where did you hear that ??

..

I genuinely can’t wait for tomorrow’s episode. That’s all for tonight folks

Do we think they should both get a room and thrash it out between the sheets lol

AIM to eat humble pie IMHO

Well dogger that is your opinion

Thanks icecool — really value your contributions here. You’re one of the consistently sharp voices on the forum, and it’s much appreciated.

You’re absolutely right to point out that the $250M (USD) is likely aligned with the current board’s long-term plan, especially given their strained relationships with lenders. It feels less like strategic growth capital and more like emergency funding — a bridge loan dressed up as investment.

Whether that money will even be needed under Sidara’s ownership is a big unknown. They might bring their own balance sheet or restructure in a way that makes the $250M redundant.

So yes — this isn’t just about share price or valuation. It’s also about control, direction, and credibility. And the fact that the board is leaning toward a lower offer, despite last year’s premium bid, tells you a lot about how boxed-in they might be right now.

Cheltenham,

You’re right to highlight the “when/if” aspect — and I agree, nothing is guaranteed until terms are signed and regulatory conditions met.

However, based on how the structure has been described in coverage (and the board being “minded to recommend”), it sounds like the $250M is structured as an upfront commitment — either as:

• a pre-close capital injection (perhaps in escrow or conditional tranche), or

• a loan that converts to equity if the deal completes, and stays as debt if it doesn’t.

These types of structures aren’t uncommon in distressed or time-sensitive deals. It would explain why Wood might be seriously entertaining a lower offer — the $250M gives them breathing space now, not just post-sale.

So to your point — yes, it’s very possible the $250M only hits if the deal goes through. But the way it’s been framed (especially the “loan if blocked” clause) suggests Sidara may be offering it early, with protections.

Of course, until we see the full offer doc or term sheet, it’s speculation — but that’s how it’s reading to me.

Happy to be corrected if anyone finds the actual paragraph.

Falcon,

From the wording reported, the offer includes:

• A total deal value of £242 million (equity)

• And up to $450 million in cash for:

• Debt repayment

• Working capital

• Reinvestment into Wood

Of that $450M:

• The first $250M would be injected immediately or at the outset of the deal.

• The remaining $200M may be contingent on further conditions post-acquisition (e.g. performance or integration).

You’re absolutely right to pick up on that — and yes, that’s exactly how it seems to be structured.

Here’s what’s likely happening:

• If the deal goes through: The $250M becomes equity or operating cash under the new ownership.

• If the deal fails (blocked, rejected, or abandoned): That $250M turns into a loan, repayable under agreed terms.

This is often called a “contingent loan injection” or reverse termination financing. It’s designed to:

• Give Wood emergency liquidity now (which suggests their cash position is tight),

• While still protecting Sidara from walking away empty-handed if regulators, shareholders, or financials derail the deal.

You said: “So am I right in thinking that they loan us 250mn either way the offer goes?”

Yes. It’s a capital injection now — but if the deal fails, it becomes a loan that Wood must repay later.

This would be laid out in the Offer Agreement or Term Sheet, often under “Break Fee” or “Funding Contingency” clauses.

This structure may actually pressure Wood’s board to accept the deal:

• If they reject or delay, they’re left with a $250M loan on the books — likely at commercial interest.

• That would weaken the balance sheet even further and spook markets when trading resumes.

You’re right to say Wood could go it alone — the underlying business has value, especially if oil & gas capex recovers and they complete their turnaround.

But this deal structure — giving cash now, turning it into debt if the deal fails — is a strategic trap. It makes rejecting Sidara very risky, even if shareholders want to hold out.

Given BlackRock’s substantial stake in Wood Group, any acquisition attempt would likely require their support. However, BlackRock typically operates as an asset manager rather than an acquirer of companies. Therefore, while it’s theoretically possible for BlackRock to consider such a move, however there is no evidence to suggest this would be contemplated.

I agree

Surin, I think you’ll find if Sidara offers then it would have to be RNS’d and the market would reflect the price. Investors will see what the offer looks like and the detail and make their own minds up.

Beard, Hang Seng was closed on Friday so taking 2 days of losses

I’m pretty sure Donald Trumps saying was “Drill baby Drill”. Russa nobody really knows what will happen so your opinions are your own. Let’s see what happens hey

Now why can’t we have these types of pragmatic views across this BB. Thanks

Well done for holding 👍🤞

That’s why it’s going up