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| FORM 8.3 PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE Rule 8.3 of the Takeover Code (the "Code") 1. KEY INFORMATION |
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| (a) Full name of discloser: | Citadel Group | (b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. |
| (c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | JOHN WOOD GROUP PLC | (d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: |
| (e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 15 August, 2017 | (f) In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | AMEC FOSTER WHEELER PLC |
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| 2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security. (a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any) |
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| Class of relevant security: | Common Stock ISIN GB00B5N0P849 |
| Interests | Short Positions |
| Number | % | Number | % | (1) Relevant securities owned and/or controlled: | 127,228 | 0.03 | 0 | 0.00 | (2) Cash-settled derivatives: | 9,948,149 | 2.60 | 118,779 | 0.03 | (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 | TOTAL: | 10,075,377 | 2.63 | 118,779 | 0.03 |
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| All interests and all short positions should be disclosed. Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions). (b) Rights to subscribe for new securities (including directors' and other employee options) |
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| Class of relevant security in relation to which subscription right exists: |
| Details, including nature of the rights concerned and relevant percentages: |
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| 3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in. The currency of all prices and other monetary amounts should be stated. (a) Purchases and sales |
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| Class of relevant security ISIN GB00B5N0P849 | Purchase/sale | Number of securities | Price per unit | Common Stock | Purchase | 1,538 | 5.86 GBP | Common Stock | Purchase | 17,564 | 5.865 GBP | Common Stock | Purchase | 11,858 | 5.87 GBP | Common Stock | Purchase | 13,487 | 5.875 GBP | Common Stock | Purchase | 5,557 | 5.88 GBP | Common Stock | Purchase | 14,418 | 5.885 GBP | Common Stock | Purchase | 19,704 | 5.89 GBP | Common Stock | Purchase | 14,415 | 5.895 GBP | Common Stock | Purchase | 33,546 | 5.9 GBP | Common Stock | Purchase | 18,768 | 5.905 GBP | Common Stock | Purchase | 7,053 | 5.91 GBP | Common Stock | Purchase | 7,612 | 5.915 GBP | Common Stock | Purchase | 6,946 | 5.92 GBP | Common Stock | Purchase | 5,846 | 5.925 GBP | Common Stock | Purchase | 6,575 | 5.93 GBP | Common Stock | Purchase | 1,869 | 5.935 GBP | Common Stock | Purchase | 5,148 | 5.94 GBP | Common Stock | Purchase | 1,276 | 5.945 GBP | Common Stock | Purchase | 1,453 | 5.95 GBP | Common Stock | Purchase | 2,759 | 5.955 GBP | Common Stock | Purchase | 4,571 | 5.96 GBP | Common Stock | Purchase | 1,993 | 5.965 GBP | Common Stock | Purchase | 3,191 | 5.975 GBP | Common Stock | Purchase | 334 | 5.98 GBP | Common Stock | Sale | -578 | 5.865 GBP | Common Stock | Sale | -1,460 | 5.87 GBP | Common Stock | Sale | -13,445 | 5.875 GBP | Common Stock | Sale | -14,430 | 5.88 GBP | Common Stock | Sale | -21,069 | 5.885 GBP | Common Stock | Sale | -278 | 5.8875 GBP | Common Stock | Sale | -23,114 | 5.89 GBP | Common Stock | Sale | -39,116 | 5.895 GBP | Common Stock | Sale | -21,662 | 5.9 GBP | Common Stock | Sale | -4,719 | 5.905 GBP | Common Stock | Sale | -5,762 | 5.91 GBP | Common Stock | Sale | -6,093 | 5.915 GBP | Common Stock | Sale | -3,061 | 5.92 GBP | Common Stock | Sale | -6,993 | 5.925 GBP | Common Stock | Sale | -1,500 | 5.93 GBP | Common Stock | Sale | -2,080 | 5.935 GBP | Common Stock | Sale | -1,001 | 5.94 GBP | Common Stock | Sale | -7,279 | 5.945 GBP | Common Stock | Sale | -4,938 | 5.95 GBP | Common Stock | Sale | -5,395 | 5.955 GBP | Common Stock | Sale | -2,793 | 5.96 GBP | Common Stock | Sale | -4,467 | 5.965 GBP | Common Stock | Sale | -5,531 | 5.97 GBP | Common Stock | Sale | -1,873 | 5.9725 GBP | Common Stock | Sale | -270 | 5.975 GBP | Common Stock | Sale | -1,729 | 5.98 GBP | Common Stock | Sale | -387 | 5.985 GBP | Common Stock | Sale | -506 | 5.995 GBP |
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| (b) Cash-settled derivative transactions |
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| Class of relevant security ISIN GB00B5N0P849 | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit | Common Stock | CFD | Increasing long position | 314 | 5.865 GBP | Common Stock | CFD | Increasing long position | 995 | 5.865 GBP | Common Stock | CFD | Increasing long position | 1,627 | 5.865 GBP | Common Stock | CFD | Increasing long position | 5,146 | 5.865 GBP | Common Stock | CFD | Increasing long position | 3,253 | 5.88777 GBP | Common Stock | CFD | Increasing long position | 5,178 | 5.88805 GBP | Common Stock | CFD | Increasing long position | 12,754 | 5.888526 GBP | Common Stock | CFD | Increasing long position | 4,037 | 5.88854 GBP | Common Stock | CFD | Increasing long position | 16,836 | 5.888555 GBP | Common Stock | CFD | Increasing long position | 14,907 | 5.888561 GBP | Common Stock | CFD | Increasing long position | 10,809 | 5.891151 GBP | Common Stock | CFD | Increasing long position | 2,964 | 5.891323 GBP | Common Stock | CFD | Increasing long position | 32,473 | 5.891763 GBP | Common Stock | CFD | Increasing long position | 11,083 | 5.893103 GBP | Common Stock | CFD | Increasing long position | 271 | 5.893598 GBP | Common Stock | CFD | Increasing long position | 1,396 | 5.8936 GBP | Common Stock | CFD | Increasing long position | 4,421 | 5.8936 GBP | Common Stock | CFD | Increasing long position | 854 | 5.893601 GBP | Common Stock | CFD | Increasing long position | 256 | 5.89375 GBP | Common Stock | CFD | Increasing long position | 1,746 | 5.897417 GBP | Common Stock | CFD | Increasing long position | 5,520 | 5.897424 GBP | Common Stock | CFD | Increasing long position | 578 | 5.897625 GBP | Common Stock | CFD | Increasing long position | 1,825 | 5.89764 GBP | Common Stock | CFD | Increasing long position | 285 | 5.899667 GBP | Common Stock | CFD | Increasing long position | 902 | 5.89969 GBP | Common Stock | CFD | Increasing long position | 2,099 | 5.899893 GBP | Common Stock | CFD | Increasing long position | 6,645 | 5.899894 GBP | Common Stock | CFD | Increasing long position | 290 | 5.9 GBP | Common Stock | CFD | Increasing long position | 810 | 5.9 GBP | Common Stock | CFD | Increasing long position | 924 | 5.9 GBP | Common Stock | CFD | Increasing long position | 2,570 | 5.9 GBP | Common Stock | CFD | Increasing long position | 1,516 | 5.900854 GBP | Common Stock | CFD | Increasing long position | 479 | 5.900971 GBP | Common Stock | CFD | Increasing long position | 1,706 | 5.900972 GBP | Common Stock | CFD | Increasing long position | 5,391 | 5.900972 GBP | Common Stock | CFD | Increasing long position | 10,050 | 5.901666 GBP | Common Stock | CFD | Increasing long position | 3,178 | 5.901668 GBP | Common Stock | CFD | Increasing long position | 491 | 5.90249 GBP | Common Stock | CFD | Increasing long position | 1,551 | 5.902498 GBP | Common Stock | CFD | Increasing long position | 486 | 5.9025 GBP | Common Stock | CFD | Increasing long position | 1,537 | 5.9025 GBP | Common Stock | CFD | Increasing long position | 7,841 | 5.9025 GBP | Common Stock | CFD | Increasing long position | 24,802 | 5.9025 GBP | Common Stock | CFD | Increasing long position | 20,244 | 5.906814 GBP | Common Stock | CFD | Increasing long position | 64,038 | 5.906814 GBP | Common Stock | CFD | Increasing long position | 2,882 | 5.906818 GBP | Common Stock | CFD | Increasing long position | 913 | 5.906824 GBP | Common Stock | CFD | Increasing long position | 8,859 | 5.908446 GBP | Common Stock | CFD | Increasing long position | 2,801 | 5.908451 GBP | Common Stock | CFD | Increasing long position | 2,830 | 5.908516 GBP | Common Stock | CFD | Increasing long position | 2,766 | 5.911885 GBP | Common Stock | CFD | Increasing long position | 873 | 5.911896 GBP | Common Stock | CFD | Increasing long position | 9,746 | 5.917137 GBP | Common Stock | CFD | Increasing long position | 30,831 | 5.917141 GBP | Common Stock | CFD | Increasing long position | 4,731 | 5.917837 GBP | Common Stock | CFD | Increasing long position | 2,943 | 5.917998 GBP | Common Stock | CFD | Increasing long position | 930 | 5.91804 GBP | Common Stock | CFD | Increasing long position | 13,705 | 5.91855 GBP | Common Stock | CFD | Increasing long position | 4,365 | 5.919393 GBP | Common Stock | CFD | Increasing long position | 13,519 | 5.920132 GBP | Common Stock | CFD | Increasing short position | -89 | 5.88 GBP | Common Stock | CFD | Reducing short position | 11,527 | 5.894664 GBP | Common Stock | CFD | Reducing short position | 54 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 111 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 149 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 169 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 190 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 226 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 613 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 1,068 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 1,113 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 1,246 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 1,324 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 2,548 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 3,626 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 4,300 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 5,662 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 7,202 | 5.897107 GBP | Common Stock | CFD | Reducing short position | 61 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 83 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 311 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 448 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 1,089 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 2,026 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 3,660 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 8,085 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 34,899 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 43,147 | 5.899332 GBP | Common Stock | CFD | Reducing short position | 93,295 | 5.901156 GBP |
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| (c) Stock-settled derivative transactions (including options) (i) Writing, selling, purchasing or varying |
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| Class of relevant security | Product description e.g. call option | Writing, purchasing, selling, varying etc. | Number of securities to which option relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit |
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| Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit |
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| (d) Other dealings (including subscribing for new securities) |
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| Class of relevant security | Nature of dealing e.g. subscription, conversion | Details | Price per unit (if applicable) |
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| 4. OTHER INFORMATION (a) Indemnity and other dealing arrangements |
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| Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the person making the disclosure and any party to the offer or any person acting in concert with a party to the offer: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none" | None |
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| (b) Agreements, arrangements or understandings relating to options or derivatives |
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| Details of any agreement, arrangement or understanding, formal or informal, between the person making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none" | None |
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| Is a Supplemental Form 8 (Open Positions) attached? | NO |
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| Date of disclosure: | 16 August, 2017 | Contact name: | Alasdair Putt | Telephone number: | 020 7645 9700 |
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| Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129. The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk. |
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