Troubled Aberdeen engineering firm John Wood Group said on Monday its board is continuing to work with Dubai-based Sidara on pre-conditions to a possible takeover offer for Wood.
Wood said there is now “commercial alignment on the headline terms of the proposed refinancing in connection with the possible offer with Sidara and Wood’s lenders.”
Wood added: “The board of Wood has therefore requested, and the (Takeover) Panel has consented to, an extension to the date by which Sidara is required either to announce a firm intention to make an offer for Wood in accordance with Rule 2.7 of the Code or to announce that it does not intend to make an offer until 5.00pm on 25 August 2025.”
The UK’s Financial Conduct Authority (FCA) has commenced an investigation into Wood covering the period from January 1, 2023, to November 7, 2024.
On April 14, Wood received a “holistic non-binding” conditional takeover proposal from Sidara worth about £242 million or 35p per share in cash. Wood said it would be minded to recommend such an offer to its shareholders, subject to agreement of full terms and conditions.
Wood, one of Scotland’s biggest companies, employs more than 35,000 people in 60 countries.
Wood also gave an update on “debt modifications.”
The firm said: “As noted in the company’s prior announcements in connection with the Possible Offer, Wood and Sidara have been engaging constructively with Wood’s lenders in relation to both the Debt Modifications and the Sidara Liquidity Arrangements (each as defined in the announcement of 14 April 2025).
“There is now commercial alignment on the headline terms of an extension to the Company’s existing committed debt facilities. If implemented, the Proposed Refinancing would be conditional upon Sidara making a firm offer for Wood under Rule 2.7 of the Code on the terms of the Possible Offer, such offer being approved by the requisite majority of the Company’s shareholders and receipt of the first tranche of the Sidara Liquidity Arrangements.”
The Proposed Refinancing is expected to involve an extension of Wood’s committed debt facilities to October 2028, and entry into new committed bonding facilities to provide Wood with significant “bonding capacity” to meet its operational bonding requirements.
“These new facilities, together with Wood’s existing committed facilities and the initial $250 million tranche of the Sidara Liquidity Arrangements (as previously announced), would benefit from a comprehensive security and guarantee package,” said Wood.
“In addition, the Proposed Refinancing would convert the temporary waivers (initially valid through to 30 April 2025 and then extended to 31 July 2025 as announced on 1 July 2025) into permanent waivers. The Company is in the process of negotiating with its lenders a further temporary extension which would apply pending implementation of the Proposed Refinancing.
“Although the Company has been in discussions with substantially all of its committed lenders, not all lenders have engaged with the Company in relation to the Proposed Refinancing.
“The Company is working to secure support from all lenders but, absent such agreement, it is expected that the Proposed Refinancing would be implemented in part via a Scottish scheme of arrangement of John Wood Group Holdings Limited (the ‘Creditor Scheme’).
“The Creditor Scheme must be approved by a majority in number and 75% by value of committed lenders present and voting at the creditor meetings, which is expected to be achieved based on discussions to date with the lenders.
“There is also commercial alignment on the headline terms of a stable platform arrangement with a shorter tenor extension which would take effect under the Creditor Scheme if the Possible Offer did not proceed and would provide a basis for Wood to develop and implement an alternative refinancing option, which would also be subject to the Creditor Scheme.
“The Proposed Refinancing remains subject to finalisation of terms, credit committee approvals and agreement of long-form documentation. Wood is in constructive dialogue with its lenders in relation to these items.”
Further, Wood announced that Paul O’Donnell will join Wood as a non-executive director on July 28, 2025.
“A Fellow of Chartered Accountants Ireland, Paul has significant experience as a board director at companies including Nordic Aviation Capital, EnerMech, The Very Group and TalkTalk,” said Wood.
“Paul has over 25 years of M&A and business transformation experience, serving as an advisor to public and private companies, as well as financial investors, and was previously a Managing Director at Blackstone Advisory Partners …
“Paul’s appointment follows the decision by three directors not to stand for election or reelection at the 2025 Annual General Meeting, and the continued assessment of the size and composition of the Board, including the balance of skills, to ensure it meets Wood’s requirements.”