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By Wood Group
March 13th , 2017
THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT AND INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO THE NEW WOOD GROUPSHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE SCHEME DOCUMENT, THE PROSPECTUS AND THE CIRCULAR WHICHARE PROPOSED TO BE PUBLISHED IN DUE COURSETHIS ANNOUNCEMENT CONTAINS INSIDE INFORMATIONFOR IMMEDIATE RELEASE
13MARCH2017Recommended All-ShareOfferforAmec Foster Wheelerplc("Amec Foster Wheeler")byJohn Wood GroupPLC ("Wood Group") The boards of Amec Foster Wheeler and Wood Group are pleased to announce that they have reached agreement on the terms of a recommended all-share offerby Wood Groupto acquirethe entire issued and to be issued share capital of Amec Foster Wheeler(the "Combination"to form the "Combined Group").
Under the terms of the Combination, each Amec Foster WheelerShareholderwill receive:for each Amec Foster WheelerShare:0.75New Wood GroupShares
Based on the Closing Price of £7.52perWood GroupShare on10March 2017 (being the last Business Day before the date of this Announcement), the terms of the Combination represent:
a value of approximately £5.64per Amec Foster WheelerShare;and
a premium of approximately:o28.7per cent. to the prior 30 trading day volume weighted average price of £4.53per Amec Foster WheelerShare as at 10 March2017, based on a prior 30 trading day volume weighted average price of £7.77per Wood Group Share as at 10 March 2017(being the last Business Day before the date of this Announcement); ando15.3per cent. to the Closing Price of £4.89per Amec Foster WheelerShare on 10 March2017 (being the last Business Day beforethe date of this Announcement)