Member Info for Dazpink

Voting Rules on a takeover

While the board provides recommendations, the ultimate decision rests with the shareholders. Under the UK Takeover Code, if a firm offer is made, shareholders vote to accept or reject it. A successful takeover typically requires approval from shareholders holding more than 50% of the voting rights. Therefore, even if the board recommends against an offer, shareholders can choose to accept it, and vice versa.

Top Institutional Shareholders

Shareholder

Ownership (%)

Fidelity Management & Research Co. LLC

9.24%

FIL Investment Advisors (UK) Ltd.

6.55%

BlackRock, Inc.

6.55%

Ninety One UK Ltd.

6.31%

The Vanguard Group, Inc.

5.29%

Schroder Investment Management Ltd.

5.19%

Marathon Asset Management Ltd.

4.01%

Fidelity International Ltd.

3.82%

FMR LLC

3.82%

M Partners Capital LLC

3.45%

Looking forward to see YE results this week, see if any changes from update in Feb

Key focus reducing debt.

Net debt (excluding leases) was around $690 million3, in line with our guidance of around flat year-on-year (31 December 2023: $694 million). Our net debt position at 31 December 2024 was helped by:

Net proceeds of $138 million from EthosEnergy disposal, which completed on 31 December 2024

Active management of receivables, with a focus on collection towards the end of the year

Active management of payables

The Group’s average net debt during 2024 was c.$1.1 billion. Reducing this is a key focus going forward.

Is the debt really a big issue for a company the size of WG with revenue of over $5 billion, if it can increase profitability going forward.

It is small in comparison to some other large companies

BP Net debt 2025 = $27.0 billion

Exxon Mobil 2025 = $20.6 billion

John Wood Group debt net debt during 2024 was c.$1.1 billion, results will show current net debt, may be reduced with recent asset selling.

Kando

Disposals

We continue to review our portfolio in line with our strategic priorities to be selective in our markets and capabilities, and to simplify our business. We are targeting disposal proceeds of $150 million to

$200 million in 2025.

Kando

Independent review (‘Review’)

The Review is continuing and Deloitte’s work and assessment will need to be complete before any conclusions can be reached. However, significant work has been undertaken and based on that:

The Company does not expect that the findings of the Review will have a material impact on the Group’s cash position or its ability to generate cash in the future

Following provisional indications from the Review, the Company is evaluating the extent of prior year adjustments which the Company expects will be required in relation to the Projects business unit and their impact on previously reported adjusted EBITDA for FY23 and any prior periods

The Company is initiating steps to strengthen significantly the Group’s financial culture, governance and controls in light of material identified weaknesses and failures

Actions in 2025 will underpin positive free cash flow in 2026

Positive free cash flow expected in 2026 (before disposals) reflecting:

Continued improvements in operating cash flow6, which has improved from $(66) million in FY22 to c.$275 million in FY24, helped by working capital improvements, including the absence of the 2025 working capital unwind (c.$70 million)

Growth in adjusted EBITDA and adjusted EBIT from underlying business growth

Incremental benefit of cost savings in FY26 (c.$25 million)

Reduction in cash exceptionals from c.$100 million in FY25 (consisting of asbestos, restructuring costs and advisor fees) to c.$40 million in FY26 (only asbestos)

Note that legacy claims cash payments are expected to be broadly similar in FY25 and FY26 and will be reported separately to exceptional cash costs

Refinancing

As previously disclosed, the majority of the Group’s debt facilities mature in October 2026

We are therefore undertaking a detailed, holistic assessment of all potential refinancing options

As part of this, we are engaging with the Group’s lenders on these options together with any potential implications of prior year adjustments which may arise from the independent review

Captain, can you please tell me where you get your information on WG share dilution if Sidara pull out or WG reject offer. They are other ways to raise capital.

Won’t happen dog, very confident that all will be revealed next week and put a smile on my face

That is the lastest update on Sidara’s website, the reason will be because could be that the 35p is a "possible offer" and not a final, firm agreement

Remember also Wood Group is exploring alternative refinancing options, which could affect the final outcome of the potential deal which could change the offer price

Thank Dog wonderful news

Interesting on Sidara’ s website, the news update mentions no price

Sidara notes the recent announcement by Wood and confirms that Sidara made a preliminary approach to the Board of Wood regarding a possible cash offer for the entire issued share capital of Wood.

https://sidaracollaborative.com/news/Wood-Statement-Feb2025

Agree Surin, why would WG accept first offer, never happens in negotiations, first offer shows intent

Https://dailybusinessgroup.co.uk/2025/05/wood-adds-contract-extensions-amid-takeover-talks/

15th May is the date for Sidara to make firm offer unless extended which needs WG board agreement

Just over 6 months ago Sidara pulled out after some DD, due to growing geopolitical risks.

Sidara's bid was then valued at £1.56 billion, offering 230p per share.

After waiting the minimum City takeover rules 6 months it returned, the timing was very astute due to accounting issues outlined in the audit report.

The real artistry now lies in knowing when to hold and when to fold. You can scrutinise due diligence to the point of exhaustion, but the crux of a good deal is all about timing. Sidara seemed to think WG will accept a low offer, but how much would they be prepared to pay if potentially losing out to another bidder or WG informing them to double or treble the current offer.

More inclined now to tell Sidara no deal, we are fine without you.

Thanks Bob, really appreciate you putting this on here, this is factual and it clearly shows WG are in a good place.

Dog

As per RNS

The Company intends to request a restoration of the listing and trading of its shares upon the publication of the FY24 accounts.

The more I read about Worley, the more I see synergy in them being interested in going for WG.

Last year Sidara had a 19% stake in Worley, it was trying to increase this to enable a takeover Worley, it failed and so reduced it to 4%, it also failed back in 2016 to takeover Worley.

Sidara now want it’s competitor WG.

Worley will not want Sidara to own WG as it will more than likely win all contracts in the Middle East which won’t sit easy with them.

Worley have offices in Aberdeen as well as 50,000 employees globally and would benefit hugely by acquiring WG.

Both of them are main players in engineering, consultancy and operations, working in same sectors.

https://www.worley.com/en/insights/our-news

https://www.worley.com/-/media/files/worley/sustainability/2024/worley-value-map.pdf

Wood Group

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Reach out to our business development team to organise a meeting at the show:

➡️ Joshua Payne, Vice President, Business Development

➡️ Roberto Ventura, Business Development Manager

💡Don’t miss the chance to listen to Angelo Bernardis, our Chief Global Pharma Technology Leader, during a Biotech session.

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#LifeSciences #ISPE2025 #Pharmaceuticals

CaptainSwag, the deal is not 35p, it is only a ‘ we are interested in WG and we would like you to consider an offer from Sidara of 35p’ plus an xxx investment capital.

it is not a firm offer until 15th May, it still has to be formally submitted, it could be that the figure that is put forward is rejected with a message of we will accept a minimum xx offer which will then allow other interested parties to come forward