Member Info for JamesOxford

@Scout63 I hope Wood's audited accounts are such that they produce either a higher price from Sidara, or a bidding war between Sidara and another party.

Of course, the flip side is that the accounts show heavy write downs and therefore: a lower offer from Sidara to buy Wood' and/or Wood's continued/further breaches of Wood's lenders' debt covenants i.e. due to inadequate equity and liquidity ratios etc. by Wood.

All will be revealed soon enough!

@Scout63 I hope you are right 40-50p would be nice. Unfortunately, investors abandonded Wood in droves prior to suspension, and the Wood share price is currently only 18p, so I doubt Sidara will offer more than 35p, less maybe, but not more.

@Icecool 'After everything that’s happened, do you really believe they’re prioritising shareholder value over their own exit strategy?'

That is a desperate statement indeed! You are clearly a conspiracy theroist! Lol

Wood's BOD are prioritisng Wood's shareholder value ahead of 'their own exit strategy'.

Wood's BOD must act in the best interest of the company and shareholders. This duty is a core aspect of corporate governance as per the Companies Act 2006.

@Icecool 'There is no active covenant breach. Waivers were extended until June 30, so by definition, Wood isn’t in breach right now.'

Earlier you mentioned that 'Wood has not missed a payment, so what is the problem?' or words to that affect. Now that I pointed out that Wood is still in breach of 'other' finance covenants, you say 'Wood is not in active breach'. Make your mind up! Lol

Wood was in breach of Wood's lenders' finance convenants, hence the extention, which is basically a 'goodwill gesture' of sorts by Wood's lenders. Woods lenders have extended in order to allow time for Wood and Sidara to agree terms/conditions, and subsequently a formal offer is made by Sidara to buy Wood, and Wood's shareholders vote in favour.

If Wood share holders do not vote in favour of 35p and $450M, then Wood shareholders will rue the day we did not accept Sidara's offer...and move on to new investment pastures.

Icecool by your posts (i.e. 'Wood is in fine form - nothing to see here!), you are both delusional and deeply underwater with your Wood investment. It is obvious. IMO

@Icecool Let's look at Wood's RNS' on the matter. All of the below is Wood's RNS releases:

Wood's RNS on 14 February:

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.

Wood RNS on 14 April:

Debt modification and Sidara investment

On 14 February 2025, Wood announced in its trading update for the year ended 31 December 2024 that, given the majority of its debt facilities mature in October 2026, it was undertaking a detailed and holistic assessment of all potential refinancing options and engaging with its lenders on those options. That assessment and engagement is ongoing. As announced on 31 March 2025, Wood has obtained temporary retrospective waivers under its committed debt facilities for historical non-compliance with prior period financial covenants. The waivers are effective until 30 April 2025. The Company is in further discussions with its lenders and noteholders to extend these waivers and to put in place appropriate waivers in respect of the anticipated delay to the delivery of the FY24 accounts.

The Debt Modifications are a pre-condition to any Offer and completion of the Offer will be conditional on such modifications not having been terminated.

In order to support Wood in obtaining the Debt Modifications, Sidara intends (following announcement of any Offer) to provide a total of $450 million in new capital to Wood through one or more new committed debt instruments with a maturity co-terminus with the date to which the Wood RCF is extended (the "Sidara Liquidity Arrangements").

The Sidara Liquidity Arrangements would be structured to enable the Company to draw in two tranches:

(a) an initial tranche of $250 million, the drawing of which would be conditional upon approval by Wood's shareholders of the Offer (if such Offer were structured as a scheme of arrangement as is currently intended between the parties) or upon the expiry of 21 days after posting of the offer document (if such Offer were structured as a takeover offer); and

(b) a further tranche of $200 million, the availability of which would be conditional upon completion of the Offer.

Wood's RNS on 12 June:

The Board of Wood is continuing to work with Sidara in relation to the pre-conditions to the Possible Offer set out in that announcement. In particular,

Wood and Sidara are continuing to engage with Wood's lenders and noteholders in relation to both the Debt Modifications and the Sidara Liquidity Arrangements (as defined in that announcement); and Wood is continuing to work with its auditor towards the publication of Wood's audited accounts for the financial year ended 31 December 2024.

@Icecool 'You’re also still running with this “Wood is in serious distress” narrative'.

I have never mentioned that Wood is in distress. Wood is in breach of its debt covenants - we will not know the specific details of the breaches as this will remain confidential for commercial reasons and buried within the financial contracts between Wood and its lenders. Whether or not this situation constitutes 'distress' or not is a moot point.

Sidara has not made any formal offer to buy Wood as yet.

In summary, Wood has 2 options:

1: Sell Wood to Sidara who 'co-incidently' will provide $450M cash injection to Wood as part of its offer.

2: Wood goes it alone and sells assets or raise equity (most likley both) in order to raise cash to satisfy its lenders requirements.

If Option 2 prevails, we will find out soon after the audited accounts (with the significant write downs entailed therein) are published as to the level of cash Wood needs to raise in order for Wood to improve its financial position and for Wood's lenders to approve debt modifications and/or renewals. One thing is for sure, Wood will have to raise significant levels of cash one or the other i.e. either via a sale of Wood, or other means.

Given the above 2 options, Wood's BOD are 'minded to recommend' Sidara's offer as it is in the best interests of Wood shareholders...for obvious reasons.

@BeardedDragon I too hope that Sidara raises its formal offer to the 40-45p mark. The concern I have currently is that without another confirmed bidder, that 35p may be it. I doubt that Sidara will offer less than 35p, as they have carried out much due diligence and Wood continues to write new buisiness.. Then again, anything can happen.

If Sidara's formal offer is not recommended by Wood's BOD then they will have a clear alternative option. EG sale of asset/s or raise equity to satisfy Wood's lenders.

If Sidara's offer is recommended by Wood's BOD, then in my view at 35p a bird in the hand, is worth two in the bush.

If Sidara's offer is rejected outright, then Wood shareholders may not be happy as Wood's lenders insist that cash is injected into Wood one way or the other.

We will know soon enough...15 days to go!

Now I have to watch the horse race...Go She's Perfect races any minute now! Lol

@Icecool 'This isn’t some neat A vs B situation' and 'The April 14 RNS confirms the $450m is part of Sidara’s proposed offer, it’s a Sidara led liquidity arrangement, not a lender demand. It requires lender consent, but it was not imposed by them.'

I would say the A vs B sums it up pretty well.

We agree that the $450M cash injection is a Sidara proposal and led liquidity arrangement...because Sidara happens to be Wood's interested buyer, that is all.

If another potential buyer cam out of the woodwork tomorrow, no doubt they too would have to make a similar offer of X per share plus $450M cash injection in order to satisfy Wood's lenders before any sale can be agreed by Wood's lenders.

Icecool you seem to think that Wood is only in trouble with its lenders if it 'misses a debt payment'. This is not how it works.

Wood is in serious breach of their financial covenants and require debt extentions, modications and renewals. Wood's lenders impose financial covenants upon Wood in order to protect lenders by setting benchmarks for Wood's financial performance. Wood will already be in breach of finance covenants in several key areas such as leverage and liqudity ratios.

Wood needs substantial cash reserves in order to satisfy its lenders and fend off further action. The worse case is if Wood cannot comply with financial covenants within a reasonable time, then Wood can expect its lenders to impose penalties and/or increased interest rates...and in the worse case loan termination.

Other than the new sales contracts recently won, Wood is in an absolute mess (and the blame is not entirely current BOD's fault). It is for this reason that Wood's BOD have made it clear that they are 'minded to accept' Sidara's offer. If for some reason Sidara's offer does not materalise or is not accepted by Wood shareholders, then Wood will have to sell off much of its silverware at knock-down/firesale prices to raise the cash needed; and/or raise equity, which means shareholder value will be very, very heavily diluted.

Wood's lenders require Sidara (as buyer of Wood) to provide cash/liquidity in the form $450M cash injection into Wood as a condition of sale. If Wood is sold to Sidara - then Sidara (as new owner), Wood (includes their stakeholders such as employees, partners and clients) and Wood's lenders (who require certain financial covenants and ratios to be maintained throughout the terms of the fiance facilities) benefit from this arrangement. Wood's shareholders do not benefit from the $450M is any way whatsoever, such is life as an investor.

We can agree to disagree.

Icecool I am sure you could continue this back-and-forth all day.

I can't, nor am I inclined to do so. I'm off for Father''s Day lunch.

Other readers can look closely at our two opposing views/opinions and make their own minds up on why Sidara have inserted $450M cash injection into Wood as part of their offer...

It is either:

A: Icecool's view that: The Sidara cash injection of $450M into Wood is designed to appease Wood's BOD so they sell it as a 'lifeline narrative' for 'long term startegic investment' (neither or which benefits Wood's shareholders or Wood's lenders in the event that Wood is sold to Sidara).

Or,

B: JO's view that: The Sidara cash injection of $450M into Wood is in accordance with Wood's lenders 'condition of sale' (which benefits Wood as a company in terms of a better balance sheet and liquidity, and inportantly it protects Wood's lenders and allows for debt finance modifcations and renewal of facilities).

One of us is right.

Happy Father's Day!

@Icecool 'It’s obvious, the $450m is included now so the weak board can sell a lifeline narrative. It’s agenda driven, not necessity. No RNS confirms it’s a lender condition.'

Your reasoning is bizarre to say the least.

Good grief.

As mentioned, in my previous few posts, Wood is under NO obligation or requirement to release Wood's lenders conditions of sale to shareholders.

@Dazpink 'Remember, the capital injection of $450 million is only a loan from Sidara to Wood'

Correct, but why make that part of Sidara's offer to Wood? How is it relevant? Why not offer 35p per share only?

The answer is that it is a condition of sale imposed by Wood's lenders to Sidara (Wood's buyer).

I answered the above question in further detail (albeit brief) in my reply to Icecool.

I have worked in senior management within corporate finance for more years than I care to remember. It is a condition of sale. Period. Unfortunately, for Wood shareholders, it means that (due to Wood's situation and recent series of RNS car-crashes) rather than Wood shareholders recieve 85p per share, it looks like Wood shareholders will recieve 35p cash per share and Wood recieves the balance with $450M cash. When/if the formal offer arrives, is recommended by Wood's BOD, and then voted in favour of by Wood's shareholders that is.

@Icecool '@JO You’re sounding a bit flustered this morning. A few days ago you were stating everything as fact on lender conditions, now it’s “just your opinion” 'As for the $450m it’s long-term strategic funding, not a lifeline being wired in next week to keep the light on as per lender conditions.'

I am not flustered at all and will shortly be out for a Father's Day lunch...

The difference between Icecool and myself is that I am far more pragmatic and realistic about Wood as an investment. Whereas Icecool lives in the land of conspiracy and hope.

I repeat from my last post:

If Sidara wanted to invest £450M into Wood for 'long term strategic reasons'...why would Sidarar bother to submit it in their conditional offer? Why not simply provide a cash injection AFTER it has purchased Wood for 35p cash per share?

You have not answer that very simple question.

The answer is that the ONLT reason that Sidara's unconditional offer INCLUDES a $450M cash injection is that it is a condition of sale imposed on Wood and Sidara by Wood's lenders. Therefore, it MUST consitutue part of Sidara's offer to buy Wood (i.e. in order to appease Wood's lenders who have made said demand). Wood and Wood's lenders are under no obligation to make such conditions of sale public.

If in doubt, re-read my AI question and answer in my post below under: 'AI Question: Do lenders make public conditions of sale to shareholders'.

@Icecool 'I would note the 450m is a Sidera proposal. Not a lender Proposal as explained below by AI.'

Icecool you are very desperate indeed to refer to AI to support your 'argument'. You will have to take your 'AI' arguments up with the author of the article - not me. I simply copied and pasted the key takeaways directly from the article itself.

I am of the firm opinion that Wood's lenders (who are in talks with Wood AND Sidara) have made the $450M cash injection a 'condition of sale' in order to prop-up Wood's lacklusture balance sheet (i.e. tangible assets) and poor liquidity (i.e. due to cash-flow issues), which in turn will allow Wood's lenders to approve debt modifications and/or facilities.

In the spirit of humour - as Icecool appears to now rely on AI to argue his points - here are a couple questions I put with the AI quick summary (I could have added the full AI answer but it would take this post well over the character limit):

AI Question: Lenders conditions of sale on companies prior to sale

When a company is being sold, lenders often impose conditions to protect their interests. These conditions can include requirements to repay existing loans, release existing charges, and ensure the company maintains a healthy financial position. Additionally, lenders may impose conditions related to the transfer of assets, intellectual property, and even employee contracts.

AI Question: Do lenders make public conditions of sale to shareholders

Generally, lenders do not make the specific conditions of a sale public to all shareholders. Shareholder agreements are typically private contracts, and while some information may be disclosed in certain situations (like during a takeover bid), the detailed terms of a loan agreement between a lender and a borrower (which might be relevant to a sale) are usually not made public to all shareholders.

This is the first (and only) time I have used AI to make a point - and it is firmly directed in response to Icecool's very weak argument that Sidara 'want' to inject $450M into Wood for future strategic reasons.

Ask yourself this: If this Sidara wanted to invest £450M into Wood for long term strategic reasons, why would Sidarar bother to submit it in their conditional offer? Why not simply provide a cash injection AFTER it has purchased Wood for 35p cash per share? The answer is simple: It is a condition of sale imposed on Wood and Sidara by Wood's lenders, therefore, it must consitutue part of Sidara's offer (i.e. in order to appease Wood's lenders).

Disclaimer: I only used AI above to make a point to Icecool that anyone can use AI to 'defend' almost any position. I suggest that all investors carry out their OWN research etc. rather than rely on AI to formulate their attitudes and opinions towards stocks and other investments. I also suggest that all investors who read posts from anyone who presents AI as 'facts' to treat those 'facts' with a rather large 'pinch of salt'

Good article/summary on where Wood is at right now. Link below.

Key takeaways below:

The possible offer is for 35 pence per Wood share, as announced April.

One of the conditions requires Wood to reach refinancing agreements with lenders. Sidara has agreed that after it announces a takeover offer it would inject $450 million in new capital to help Wood convince debtees on term modifications.

In March Wood said it had received the draft of a review it commissioned from Deloitte for its January-June 2024 results. The independent review concerned exceptional contract write-offs relating to the exit from lump-sum turnkey and large-scale engineering, procurement and construction works.

Wood and Sidara are continuing to engage with Wood's lenders and noteholders in relation to both the Debt Modifications and the Sidara Liquidity Arrangements [the potential capital injection of $450 million.

In a statement March 31 announcing the receipt of the draft of Deloitte’s review, Wood said, “Wood has identified material weaknesses and failures in the Group’s financial culture within the Projects business unit and engagement between Group Finance and Projects. These included inappropriate management pressure and override to maintain previously reported positions, including through unsupported dispensations, and over-optimism and/or lack of evidence in respect of accounting judgments”.

“The cultural failings appear to have led to instances of information being inappropriately withheld from, and unreliable information being provided to, Wood’s auditors”, Wood said.

“There has been significant change within Wood and steps taken during and since the period covered by the Review, including changes in key roles in Finance and external expert assistance in the application of accounting standards.

“We are committed to implementing a detailed remediation plan, including necessary follow-on actions from the Review, to continue to strengthen the Group’s financial culture, governance and controls. This will include actions on culture, controls and organizational structure”.

https://www.rigzone.com/news/wood_further_extends_talks_on_possible_takeover_by_sidara-13-jun-2025-180838-article/

@Icecool 'You really need to stop with the 450m for survival rhetoric that’s just fake news!'

Do not put words into my mouth.

I have never mentioned the $450M was needed for Wood's 'survival' - only you have said that.

I have made it clear in my posts last night that Wood's lenders require the $450M to shore up Wood's balance sheet, and for liquidity purposes. I have also said, it is most likely a condition of sale imposed by Wood's lenders on Sidara.

Icecool if as you say, you will make a tidy profit, you ought to be pleased enough with 35p and simply move on to greener pastures of which there are plenty on the FTSE right now. I suspect you are deep under water here - probably around the 80-95p mark - hence your anger at anyone who does not share your unrealistic view of replace the BOD and all will be rosy.

@Icecool 'Wood needs Sidara’s $450m to survive. Where’s that confirmed?'

Wood's 'car-crash' RNS dated 14 February (a very black Valentine's Day indeed):

'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.'

This is not rocket science...

In addition to Wood's unexpected cash-flow negative position, Wood's assets obvuisly needs to be written down more likely than not, significantly (due to the 'material weaknesses and failures' found by Deloitees) which will have an adverse affect on Wood's balance sheet. Hence, Wood's lenders demand for $450M cash injection into Wood to shore up Wood's balance sheet and to provide liquidity.

Wood is already on debt extentions, and is unable to raise the $450M required by Wood's lenders within reasonable time. Therefore, Wood has made it clear Sidara's offer is the best way forward.

As mentioned in Wood's own RNS, Wood and Sidara are in talks with Wood's lenders and have been for a while. Hence, Sidara's offer to buy Wood includes $450M cash injection for Wood.

It is more than likley Wood's lenders have made the $450M cash injection to Wood as a company a condition of sale.

@Dazpink '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.'

Now, change the words 'The Board of Wood' to 'Wood's lenders'...

I work in senior management for an international bank in the corporate finance division. The fact is that Wood AND Sidara (Wood's would be buyer) are in talks with Wood's lenders who have demanded $450M in cash to shore up the balance sheet and provide liquidity. Sidara is clearly the 'cash cow' that Wood desperately needs, hence their proposal to offer the $450M.

@Icecool 'If you want to back a deal without seeing the full picture, go ahead. But don’t pretend 35p is some generous offer.'

We have all had a glance into the 'full picture' via the draft Deloitte review (serious material issues/failings), accounts that have to be reviewed, adjusted and audited (for the last 3 years), and cash-flow that was forecast as positive, which ended up being cash-flow negative (to the not inconsiderable sum of $150-200M). Not much of a warm and cosy bed-time story...more like a late night jump-scare movie: 'Nightmare on Elm Street'!

As for whether or not 35p is a generous offer...it is all relative. It depends on the investor's own perceptive of what constitues a 'generous offer' and apetite for risk vs reward.

At the moment, Wood's share price is 18p, so Sidara's offer of 35p is indeed generous.

Investors brave enough to buy into Wood recently - at the very same time that Wood managed to score a series of self-goals in very quick succession - at a mere 18p-25p ought to be pleased with such returns.

Whereas, any investor who had bought earlier at say 90p will be very unhappy indeed.

As with any investment, you win some, you lose some.

As predicted, Sidara remains at the table...

@Kando Your comments are sound on the Wood situation.

To vote Wood's BOD out now would be entering into very dangerous waters indeed, with the under-currents likely to sweep Wood shareholders off their feet very quickly indeed. A vote of no confidence in Wood's BOD is likely to have severe consequences, especially from Wood's lenders. I have said it before, I will say it again, lenders do not like surprises. Wood's lenders hold the cards here.

The reality is that Wood is unable to refinance their debt alone. Hence joint discussions between Wood and Sidara (Wood's would be buyer), and Wood's lenders. It is highly likely that Wood's institutional investors know the score and are in agreement with Wood's BOD that Sidara's offer is the best option available.

If Wood's BOD are voted out, and a new BOD inserted will not change Wood's lenders' minds/attitudes towards the possibility of Wood's debt refinance.

The only way Wood's lenders will agree to debt refinance will be with a cash injection of $450M, which is needed to shore up Wood's balance sheet and for liquidity purposes - this has been clearly demanded by Wood's lenders. Hence Sidara's offer.

It is clear Wood is unable to raise $450M within a reasonable time. Therefore, it was likely recommended to Wood by Wood's lenders that they approach their previous suitor Sidara and invite them to the table with a view to 'expressing interest' in buying Wood. It was only due to media speculation, that Wood released an RNS to say Sidara had expressed interest in buying Wood. Compare that to 12 months back, Wood announced that it has recieved an 'unsolicited' (Wood's word, not mine) 'expression of interest' from Sidara in buying Wood. Big difference, huge.

Many posters here say wait until Wood's accounts are released. After that, Wood's lenders will be eager and willing to lend. I say don't be so sure. Wood's lenders will already be fully aware of Wood's value as a company (hence Sidara's cash offer of 85p for all of Wood: broken up as 35p cash per share for shareholders and $450M cash injection for Wood's balance sheet and liquidity purposes). Wood's lenders will be completely up to date with Wood's financial situation as it stands right now. In short, make no mistake, Wood's lenders have Wood on 'watch'. As a brief example of this, Wood will have to provide its lenders with up-to-date cash-flow forecasts on a set date each month...along with other reports , estimates, and forecasts as requested.

Next stop AGM 2pm 18 June.

Sidara could spring a surpirse and kiss goodbye to some of its informal offer with conditions; and make a formal offer on 17 or AM 18 June.

After that 5pm 30 June. Sidara's formal offer will be made before this date, and the debt extention ought to be extented in ordeto allow for Sidara's offer to be recommended and the vote put to Wood shareholders.

18 days till the fat lady sings!

@GoCPI No I just became bored of saying the same thing over and over that Caopia is a turn around in play. I called it early and have benefited from that. As mentioned I don't have time to look at too many boards. I have not added since I left this discussion board either, but am quite heavily invested in Capita. And it is doubters and naysayers like GoCPI as to why I left this discussion board. It became too tiresome.

@AimMaster I sold out of JD Sports quite some time ago at a small loss. I was not heavily invested in JD Sports as retail stocks can be dicey in terms of investments i.e. other than powerhouse retailers like Next, Tesco etc. Maybe I should let you know of my wins, but we won't mention BAE, and then there is....Lol

Anyway, enough from me.

GLA genuine Capita shareholders.