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Lightnotheat - I had the same thought that the Board must have consulted key shareholders, though I disagree that they would have received go-ahead from the same shareholders. My reasons for both below (and based on first hand experience dealing with institutions on multiple situations :

Trading volumes were pretty low on 11th April (before announcment on 14th) which indicate a possible pre-sounding of insitutions. WG's advisors would have recommended company to do a select presounding, but they could only share the information as contained in the RNS, otherwise these institutions would have possesed confidential information beyond 14th, which they are never comfortable with. And based on RNS information, no institution can form an opinion if the offer terms are fair or not. i.e. without knowing the outcome of Deloitte review and latest financials, no one can really form an opinion on Sidara's offer, so I dont see how it is possible that WG management or BoD would have institutional support behind their views of supporting Sidara's 35p offer. The wording of the RNS also supports that to an extent. They are simply preparing the market towards a 35p offer and form some level of support to the market. Now atleast there is some hope that an offer is coming and visibility on the price (based on Deloitte review and DD)... otherwise, with share suspension, no clarity on the offer price etc, I can bet SP would have been even lower and would have been difficult to find a support level. Now at least you have some visibility on the potential upside to put some perspective vs the risks..

Blueboy / Medjed - you've made some very good points. Thank you. Its been very hard to really get some useful inputs on this forum, dominated by a lot of twats constantly hogging the forum with their rubbish.

1) $450m cash injection by Sidara is a white wash and anyone with an iota of logic/rationale mind or experience in finance/investments can see through it. This also adds more weight to their interest in the deal at 35p - so give it a higher probability.

2) Questions on if they can reduce their bid from 35p to lower - possible, but how much will they save further on a £240m bid vs possibly risking other competing bids to emerge given low ball offer as is. I would say risk is there as always but lower probability.

3) Competing bids will only emerge once all facts are in public domain. The deal will not be final until shareholders have approved it in an EGM, and there will be plenty of time (few months) between a firm offer and shareholder vote which will provide sufficient time for a competing bid to appear if it were to. I have a feeling Worley will be keenly studying WG situation, and may make a move depending on details from latest accounts / review. I see a lot of strategic rationales for them to have a go. Apollo less likely to, as PEs typically do not get involved in such messy situations with corporate governance issues for a global business with low single digit margins.

4) Question - can Sidara move away from the bid altogether. Again possible, but the latest RNS statement mentions that they have done bulk of their DD including Deloitte report, so unless there is something very very significant (like new issues from latest accounts, world starts to fall apart from new Trump tariffs etc.). No one knows if this will be the case.

As with any investment, there are risks and there are rewards. Question is how do you weight risk vs rewards. At current price, rewards of a 35p bid materializing (not to mention a potential competing bid) looks better to me vs other downside risks of Sidara lowering their bid or walking away from WG. I have allocated no more than 3-4% of my portfolio currently. Any may add few more if SP were to fall further due to suspension, but still keep it to a sensible levels of 5-7% on balance.

Can people pls maintain the BB decorum and stop with the nonsensical personal attacks.

@Carrott, you are completely right about some of the people on this forum being morons, but there is no reason for you to take their places now, or is there? So, pls stop personal attacks. If you vindicated, good for you and for others who followed you, but everyone on this forum is anonymous and there is no crown to be won, except your own personal P&L from investments/trading etc. I have long given up on others, and was hoping that recent events would have shut others, but clearly not.

Thanks Liberty2. That’s what I thought but wanted to clarify. In any case the current speaker has taken 3 out of 5 sessions and still ongoing. If this is the last session, when will CBG’s KC rebutt any of assertions by the current speaker!!??

@Knot, imploading for banks ? Could you explain a bit more? Missed the morning session unfortunately so keen to understand how it went!!??? “Political wording by whom? And what was the judges remark in context to?

“Is it me or does this look like the case is imploding ?

Judge asks question - no answer provided, political rewording around a different aspect.

Did the judge just also ask how on earth did this case get here ?“

I have few basic questions and appreciate views from more legally sound minds here.

One of the arguments I caught from the KCs today was that the consumers are novice and they did not know what they were signing up to the financial product like mortgage and the commissions may be paid etc. But why should that be a reasoning for the dealers to have a fiduciary responsibility? UK has 60-70% financial literacy rate, so assuming the same representation among car buyers, how can the minority dictate the responsibility? What about the majority who were financially literate to make a sound decision about taking a car financing or not at the dealer quoted rates? And even so for the minority, why is that the dealer's responsibility to take upon a fiduciary role just because the customer is novice? Isnt that the role of a qualified financial advisor who has to abide by a number of FCA rules and regulations? And If the salesman mis-represents a sale of any product including financing, how can the lender determine if a customer has been wrongly overpromised? These dealers / salesman are not on lender's payroll? If these dealers were to have fiduciary duties, are they not unqualified to really perform a fiduciary role? I mean wouldn't they need to have certain certifications / FCA oversight to be in such a role?

Sorry, just a barrage of questions, but I fail to understand today's arguments - seems like clear causation error to me from a common sense perspective, though clearly I don't understand the legalities...

Yup. The IR just confirmed the same. This implies net cash from operations has dropped dramatically from 160m in H1 by more than 50%, and essentially leverage has increased in H2, instead of dropping. Guess that may have been the reason for the drop in SP, despite good headline numbers and guidance.

Has anyone looked at the results today or listened to the management presentation? I can't seem to relate the debt figures from H1 earlier with that of FY presented today. Even looked at annual reports of both, and surprised that none of the analyst raised any questions about it either. Here is the discrepancy I am talking about and would greatly appreciate any sound reasoning I may be missing here...

In its H1-24 results, there was a mention of pro-forma leverage of 0.2x which included 155m of proceeds received from Caliplay. See the link below. }But there is no such mention anywhere in the results today (be it presentation, or detailed report). I have looked everywhere. Anyone got any idea about it? Its a substantial figure and the proforma ND figure should have become positive after including it, which should have been highlighted by the management but it was not!!!

https://www.investors.playtech.com/~/media/Files/P/Playtech-IR-V2/documents/results-and-presentations/2024/2024-half-year-results-presentation-v2.pdf

https://www.investors.playtech.com/~/media/Files/P/Playtech-IR-V2/documents/results-and-presentations/2024/fy2024-earnings-presentation.pdf

Also summary of the other case below, since you posted.

​In the case of Rukhadze and others v Recovery Partners GP Ltd and another ([2025] UKSC 10), the UK Supreme Court addressed the issue of whether the existing test for an account of profits in instances of fiduciary duty breaches should be modified. Specifically, the appellants proposed introducing a requirement that a fiduciary should only be liable to account for profits if it is demonstrated that the same profit could not have been achieved through lawful means, without breaching fiduciary duties.​

Background: The appellants, including individuals and associated companies, were found to have diverted a business opportunity away from the respondents, to whom they owed fiduciary duties, and exploited it for their own benefit. Consequently, they were ordered to disgorge the profits obtained from this opportunity. They appealed this decision, challenging both the obligation to repay these profits and the method of their calculation.​

Supreme Court Decision: The Supreme Court dismissed the appeal, upholding the existing principles governing the remedy of an account of profits for breaches of fiduciary duty. The Court declined to alter the established test by introducing the proposed 'but for' requirement, emphasizing the importance of maintaining the integrity of fiduciary relationships and the deterrent function of the current rules. The judgment highlighted that any reconsideration of these principles would be more appropriately addressed by the legislature rather than through judicial reinterpretation

@ Knot, thanks for sharing. AI summary of the implications / takeaways for Hopcraft case below. Interesting that it gave some answer, but clearly no idea how accurate it is!!!

The recent UK Supreme Court decision in Rukhadze and others v Recovery Partners GP Ltd and another ([2025] UKSC 10) reaffirmed the stringent application of the "no-profit" rule concerning breaches of fiduciary duty, emphasizing that fiduciaries must account for profits obtained through such breaches, irrespective of whether the same profits could have been achieved lawfully. ​

In contrast, the case of Hopcraft and another v Close Brothers Limited ([2024] EWCA Civ 1282) involves claims related to undisclosed commissions in motor finance agreements, focusing on the duties of car dealers acting as credit brokers and the adequacy of commission disclosures to consumers. ​

While both cases deal with issues of duty and profit, they address different legal contexts: Rukhadze pertains to fiduciary duties and the obligation to account for profits from breaches, whereas Hopcraft centers on the fairness and transparency of commission disclosures in consumer finance agreements. Therefore, the principles established in Rukhadze regarding fiduciary accountability may not directly impact the legal considerations in Hopcraft, which are more aligned with consumer protection and disclosure standards.​

Patience is the key to navigate WG IMO.. be it as trader or as an investor. I'll be keen to see if the more proficient traders on this forum to comment on technical levels (resistance / support levels) based on charts ??

I don't think extension changes anything or provides much new information, except causes short term volatility due to disappointment of an imminent deal. Post the news of Sidara's initial interest, WG SP has moved between low 30s to 45, that's approx 50% from low to high range. You get the broader price movement right and you already make a killing within a space of few weeks, without the risk of deal or no-deal ? I know some people will brush it but that's simply ignorance or they are indeed long-term investors, which is fine then as long as you believe on LT fundamentals. But if you are playing on the deal itself, then SP will be volatile. Short term SP moves not on historical facts but sentiments and there are a lot of short term volatility events that will move broader markets as well as to WG to varying extent.

"Wood BoD are a complete joke".. think BoD's role is grossly misunderstood. They mostly act on the management and more importantly their banking advisors who recommend the Board on any bids. BoD can not take any independent decision on accepting or refusing an offer. Its the management and particularly Bank (brokers) who are paid to provide independent advise on valuations and if the bid values the company fairly or not. If the banks (in conduit with the management) report to the Board that the bid materially undervalues the company, they can not go against it. However, on the other hand, the Board does also influences the bank's advise as Banks do take a sense check before swaying either way!! However, agree the buck do stop with the CEO and particularly the BoD, since they have continued to back the CEO despite gross underperformance....

"So basically Sidara are getting the takeover, otherwise why extend?"

No one knows the real picture, but here is my take on it on key issues - hopefully they help get some more perspective:

1) Deloitte report is v v important for Sidara or any acquiror given Sidara will operate WG as an independent company and the acquiror would want to make sure governance is right, otherwise why acquire a very very large ship that you can not handle.

2) If you read the last RNS when Sidara dropped its bid last year - it cited market uncertainty as the key reason. No one knows if it was indeed true. But if it was indeed, market uncertainty is even more so heightened now, given April 2 US tariffs. Why wouldn't they want to wait until beyond this date to see what transpires and their price negotiations may change depending on recession concerns if they were to become more so prominent after 2nd April US tariff announcements

3) Sidara's advisors would want the Deloitte report and latest audited financials for least some weeks to sort out financing arrangements and confirm their price convictions. Clearly this was very challenging to complete within a month deadline expiring tomorrow, given both were being worked upon during this time. Even if they are ready now or a week earlier, S. would need more time to finalise everything.

There is still risk that WG board and Sidara will not converge on a deal as its tricky for BoD to agree to a sub £1 deal (extremely bad optics having rejected 200p+ bids less than 9-10 months back) and for Sidara (or any acquiror) to pay a very large premium on prevailing market cap, especially if Deloitte report points to material gaps and there are restatements on historical financials). In anycase, they may still get to an agreement, but these are well known issues in public M&A transactions..

"Arguably those risks are in the sp, the news of the review took the sp down from 125p, then the cash-flow change down from 65p." Uncertainty is, but are the risks fully priced , overpriced or under priced - no one knows.

WG shares may still rise tomorrow, depending on the wording of the RNS, or FT article may turn out to be completely untrue. Or SP may fall (also subject to RNS wordings). I will buy them in small chunks (still trading opportunity). Will be watching at both and hopefully with more firepower this time.

Perhaps true. But there are several red flags that pointed for a long time why an extension was more likely to be coming than a straight bid. I thought of sharing them on this forum but thought people are emotionally too invested on this script to even care. I am not saying a deal may not be done, but its not as straight and simple as others think - rightly or wrongly, there are risks going against it as much there are for.

Look back. There are so many comments and individuals speculating 200p, 230p and some even 250p bids. And so many expecting a bid the following day since the last more than a week. For the ones who sold out on expectations of extension were ridiculed with a FOMO behavior. When I pointed out FTSE exit as a potential event for a SP drop, it was discarded as a non-material event. Anyhow, np. I am sure the news or an RNS tomorrow will again be translated into a positive event. But anyhow, there is a still a good possibility of a deal, but the deal price is a very contentious issue unless the Deloitte review is concluded.

Hopefully this clears some air on a lot of unnecessary speculations and dreams on this forum.. Time to wake up guys and gals.

Wood Group poised to extend takeover talks with UAE’s Sidara

Company faced Monday deadline to make firm offer for London-listed oil services and engineering business or walk away

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https://www.ft.com/content/498d2d6c-4301-4444-9ce3-b327ad9f3733

The UAE’s Sidara and the UK’s troubled Wood Group are set to extend a deadline for takeover discussions, as they await the completion of a report into the Aberdeen-based company’s governance and auditor sign-off of its annual accounts.

Sidara, which walked away from a roughly £1.6bn deal for Wood last year, restarted detailed takeover discussions a month ago.

Wood’s market capitalisation has collapsed to about £300mn since a February trading update that showed it was continuing to burn through cash and which highlighted governance failings.

Sidara’s approach that month sparked off a shortlived rally in Wood’s shares. That has since largely reversed, however, and expectations around price have been tempered by the drawn out discussions.

Under UK takeover rules, Sidara faces a deadline of Monday afternoon to make a firm offer or walk away — unless Wood agrees to an extension. The two sides are close to a deal to extend the deadline, according to people familiar with the matter.

An extension would allow time for the results of an independent governance review by Deloitte of Wood’s projects division, the people said. The group is also awaiting the sign-off of Wood’s 2024 accounts by auditor KPMG.

Both Sidara and Wood Group declined to comment.

......

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https://www.ft.com/content/498d2d6c-4301-4444-9ce3-b327ad9f3733

Stock in the Wood Group closed down 13 per cent on Friday to 38.4p per share, far below Sidara’s final offer last year of 230p per share.

Negotiations between the two sides this time have been conducted at a far lower price to reflect recent trading, according to the people.

Wood Group is working with advisers to navigate parallel refinancing talks with its lenders alongside the takeover talks. The company is seeking to refinance $1.4bn of debt by October 2026.

Any bid is likely to reflect the expected need to recapitalise the company.