John Wood Group, the troubled Aberdeen-based global engineering and consulting giant, said on Tuesday it has called a General Meeting of the firm on October 23 seeking shareholder approval “to sanction a temporary disapplication of the group’s borrowing limit.”

Wood said any breach of its borrowing limit would “have serious and adverse implications for the day-to-day use of the company’s existing debt facilities and the debt facilities to be implemented pursuant to the amendment and extension as described in the scheme document published by the company on 11 September 2025 relating to the recommended cash acquisition of the company by Sidara Limited.”

Dubai-based Sidara finally announced on August 29 a proposed deal to take over John Wood Group in a proposed acquisition that is subject to a large number of conditions it said are “highly unusual” under the UK’s Takeover Code.

The boards of Sidara and Wood agreed a recommended cash acquisition of Wood for 30p a share — around £216 million.

Last year, Wood rejected a cash takeover proposal from Sidara worth about £1.4 billion or £2.05 per share, before the Aberdeen firm became engulfed in major problems.

Wood said on Tuesday any debt limit breach “would amount to an event of default and, separately, the company would be unable to draw on its existing debt facilities without breaching its articles of association and without further lender consents.”

The company said: “That would have a significantly adverse effect on the company’s liquidity position. It would also materially risk jeopardising the acquisition, which remains critical to the company’s future, or any other potential transaction where shareholders would receive any value for their shares.

“It is therefore imperative that the borrowing limit is disapplied prior to publication of the Audited Accounts.

“Accordingly, the board considers that the resolution set out in the Notice of General Meeting is in the best interests of the company and of its shareholders as a whole and unanimously recommends shareholders to vote in favour of it, as each of the directors intends to do in respect of their own beneficial holdings.”

Wood added in a stock exchange statement: “John Wood Group PLC announces that today, 7 October 2025, it posted to shareholders a circular including a Notice of General Meeting to be held at 3:00 p.m. UK time on Thursday, 23 October 2025 at Sir Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen, AB12 3LE, United Kingdom, and a letter from the Chair of the Board of the Company.

“As previously announced, the company is working with its auditor to finalise its statutory audited consolidated accounts for the twelve-month period ended 31 December 2024.

“As the company has continued to progress the audit, it has become apparent that when the company publishes its audited accounts for the financial year ended 31 December 2024, the company’s borrowings will exceed the borrowing limit in Article 98(B) of the company’s articles of association.

“The borrowing limit, which the company is currently in compliance with, is determined by reference to the adjusted capital and reserves of the company as shown on the latest audited balance sheet.

“The board is therefore seeking shareholder approval to sanction a temporary disapplication of the group’s borrowing limit (as permitted under Article 98(B)) until 31 October 2028, being a fixed period within which the company expects to require the disapplication of the borrowing limit in order to continue to finance its operations and business …”