Level 2

Company Announcements

Form 8 (OPD) (AMFW)

By LSE RNS

RNS Number : 5185A
Amec Foster Wheeler PLC
24 March 2017
 

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Full name of discloser:

AMEC FOSTER WHEELER PLC

(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.

N/A

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

     Use a separate form for each offeror/offeree

OFFEREE - AMEC FOSTER WHEELER PLC

(d) Is the discloser the offeror or the offeree?

OFFEREE

(e) Date position held:

     The latest practicable date prior to the disclosure

23 MARCH 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"

YES - JOHN WOOD GROUP PLC (OFFEROR)

 

 

2.         POSITIONS OF THE PARTY TO THE OFFER 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

 

Class of relevant security:

 

Ordinary shares of 50 pence each

 

 

Interests

Short positions

Number

%

Number

%

(1) Relevant securities owned and/or controlled:

Nil

-

Nil

-

(2) Cash-settled derivatives:

 

Nil

-

Nil

-

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

Nil

-

Nil

-

 

     TOTAL:

Nil

-

Nil

-

 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(b)        Rights to subscribe for new securities

 

Class of relevant security in relation to which subscription right exists:

NONE

Details, including nature of the rights concerned and relevant percentages:

N/A

 

 

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

 

a.   INTERESTS OF THE DIRECTORS OF AMEC FOSTER WHEELER PLC IN THE ORDINARY SHARES OF 50p EACH IN AMEC FOSTER WHEELER PLC:

 

Director

Number of ordinary shares held

Percentage of total issued share capital of Amec Foster Wheeler plc (excluding treasury shares) (%)

John Connolly

94,272

0.02417

Ian McHoul

329,566

0.08451

Colin Day

24,388

0.00625

Linda Adamany

3,100

0.00080

Stephanie Newby

21,899*

0.00562

Kent Masters

70,000*

0.01795

 

* Held as American Depositary Receipts ("ADRs")

 

b.   INTERESTS OF THE DIRECTORS OF AMEC FOSTER WHEELER PLC IN AWARDS OF ORDINARY SHARES UNDER THE PERFORMANCE SHARE PLAN OF AMEC FOSTER WHEELER PLC:

 

Director

Grant Date

Number of ordinary shares

Vesting Date subject to performance conditions (where applicable)

Subscription Price (£)

Ian McHoul

27/03/2014

119,908

27/03/2017

Nil

 

 

c.   INTERESTS OF THE DIRECTORS OF AMEC FOSTER WHEELER PLC IN THE 2015 LONG TERM INCENTIVE PLAN OF AMEC FOSTER WHEELER PLC:

 

Director

Grant Date

Number of securities

Vesting Date subject to performance conditions (where applicable)

Subscription Price (£)

Johnathan Lewis

01/06/2016

443,566

 

01/06/2019

Nil

Ian McHoul

22/05/2015

141,257

15/03/2018

Nil

Ian McHoul

18/03/2016

266,706

18/03/2019

Nil

 

d.   INTEREST OF A DIRECTOR OF AMEC FOSTER WHEELER PLC UNDER A RECRUITMENT AGREEMENT WITH AMEC FOSTER WHEELER PLC:

 

Director

Grant Date

Number of securities

Vesting Date subject to performance conditions (where applicable)

Subscription Price (£)

Jonathan Lewis

01/06/2016

68,681

22,894 shares: 01/06/2017

22,894 shares: 01/06/2018

22,893 shares: 01/06/2019

Nil

 

e.   INTEREST OF A DIRECTOR OF AMEC FOSTER WHEELER PLC IN THE UK SHARESAVE PLAN OF AMEC FOSTER WHEELER PLC:

 

Director

Grant Date

Number of securities

Vesting Date subject to performance conditions (where applicable)

Exercise Price (£)

Ian McHoul

11/10/2013

1,046*

02/01/2017

8.60

Ian McHoul

19/10/2015

1,160

02/01/2019

6.795

 

* Vested but unexercised

 

f.    INTERESTS OF CONNECTED ADVISORS OF AMEC FOSTER WHEELER PLC:

 

(GS) GOLDMAN, SACHS & CO.:

 

Class of relevant security:

 

Ordinary shares of 50 pence each and ADRs


Interests

Short positions


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

74,287

0.01

74,371

0.01

(2) Cash-settled derivatives:

0

0.00

200

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0.00

0

0.00

 

     TOTAL:

74,287

0.01

74,571

0.01

 

(GS) GOLDMAN SACHS BANK AG:

 

Class of relevant security:

 

Ordinary shares of 50 pence each


Interests

Short positions


Number

%

Number

%

(1) Relevant securities owned and/or controlled:

850

0.00

0

0.00

(2) Cash-settled derivatives:

0

0.00

0

0.00

(3) Stock-settled derivatives (including options) and agreements to purchase/sell:

0

0.00

0

0.00

 

     TOTAL:

850

0.00

0

0.00

 

 


 

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).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

4.         OTHER INFORMATION

 

(a)        Indemnity and other dealing arrangements

 

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 party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

 

NONE

 

 

(b)        Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, 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

 

 

(c)        Attachments

 

Are any Supplemental Forms attached?

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

24 MARCH 2017
Contact name:

Alison Yapp

General Counsel and Company Secretary, Amec Foster Wheeler plc
Telephone number:

+44 (0)20 7429 7504

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

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.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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