NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
6 March 2026
RECOMMENDED CASH ACQUISITION
OF
JOHN WOOD GROUP PLC (“WOOD” OR THE “COMPANY”)
BY
SIDARA LIMITED (“BIDCO”)
(an entity controlled by Dar-Al Handasah Consultants Shair and Partners Holdings Ltd
(“Sidara”))
to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006
COURT SANCTION OF SCHEME OF ARRANGEMENT
On 29 August 2025, the boards of directors of Wood and Sidara announced that they had reached agreement on the terms and conditions of a recommended cash acquisition of the entire share capital of Wood (the "Acquisition"), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The circular in relation to the Scheme was published and sent to Wood Shareholders on 11 September 2025 (the "Scheme Document") and a supplementary circular to the Scheme Document was published and sent to Wood Shareholders on 30 October 2025 (the “Supplementary Circular”). On 17 November 2025, the Scheme was approved by the Scheme Shareholders at the Court Meeting and the Special Resolutions relating to the implementation of the Scheme were approved by Wood Shareholders at the General Meeting.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document and the Supplementary Circular. All references to times in this announcement are to London, United Kingdom times unless stated otherwise.
Sanction of Scheme and Effective Date
Wood and Sidara are pleased to announce that the Court of Session in Edinburgh has today sanctioned the Scheme.
It is anticipated that the Effective Date will be 10 March 2026, which is when a copy of the Court Order is expected to be delivered to the Registrar of Companies. A further announcement will be made when the Scheme has become Effective.
The expected timetable of principal events for implementation of the Scheme remains as set out in the announcement made by Wood in relation to the Acquisition on 3 March 2026.
Board changes
Wood confirms that, with effect from the Effective Date, non-executive directors Roy Franklin, Birgitte Brinch Masden, Nigel Mills and Paul O’Donnell will step down from the Wood Board, and Talal Shair, Neil Bruce, Danny Aoun, Philip English and Michael Helou will be appointed to the Wood Board. Iain Torrens, current Chief Executive Officer of Wood (“CEO"), has notified Wood and Sidara of his intention to resign with effect from the Effective Date, and Wood and Sidara have accepted his resignation. Upon appointment to the Wood Board, Talal Shair will be appointed as the Chair of the Wood Board and Neil Bruce will be appointed as CEO of Wood. The board of Wood is grateful to Iain for his leadership of the Wood business over the course of the last year, first as interim Chief Financial Officer and then CEO.