Wood Group (John)PLC - RWG JV interest sale to Siemens Energy

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

3 November 2025                                                                                             

John Wood Group PLC ("Wood" or the "Company")

Update on sale of joint venture interest in RWG to Siemens Energy Global

Further to the Company's announcement on 25 July 2025 (the "Initial Announcement") regarding the agreement by its wholly-owned subsidiary, JWG Investments Limited ("JWG"), to sell its 50 per cent. interest in RWG (Repair & Overhauls) Limited ("RWG") to Siemens Energy Global GmbH & Co. KG ("Siemens Energy Global"), a wholly-owned subsidiary of Siemens Energy AG ("Siemens Energy") and Wood's joint venture partner, for a cash consideration of $135 million, subject to closing adjustments¹ (the "Transaction"), the Company is providing an update on the Transaction and further information required to be disclosed under the UK Listing Rules (the "UKLRs").

Update on the Transaction

As previously announced, completion of the Transaction is subject to the satisfaction of customary conditions, including receipt of certain antitrust and other regulatory approvals (the "Conditions"). The parties have made good progress towards obtaining the necessary clearances to satisfy the Conditions.

Financial information

The following information is a summary of key historical financial information relating to RWG.

a)   Line entries related to RWG extracted without material adjustment from Wood's balance sheet in the audited consolidated accounts for the financial year ended 31 December 2024 ("FY24") (the "FY24 Accounts") and Wood's interim financial results for the six-month period ended 30 June 2025 ("H1 2025") (the "H1 2025 Interim Results")

Expressed in millions of US$

b)   Line entries related to RWG extracted without material adjustment from Wood's consolidated income statement in the audited consolidated accounts of Wood for the financial year ended 31 December 2023 ("FY23") (the "FY23 Accounts"), the FY24 Accounts and the H1 2025 Interim Results

Expressed in millions of US$

Impact on Wood

Following publication of the FY24 Accounts the Company notes that the Transaction, based on the FY24 Accounts, is expected to have the following financial impact on the Company following completion:

·      The Company's investment of $73.9 million in RWG will no longer be contributed to the Company's results

·      RWG's adjusted EBITDA² of $34.4 million⁵ and adjusted EBIT³ of $21.6 million will no longer be contributed to the Company's results

·      The Company's share of RWG's post-tax profits of $15.2 million will no longer be contributed to the Company's results

·      The dividends received from RWG of $9.6 million⁷ will no longer be contributed to the Company's results

Enquiries

Simon McGough, President, Investor Relations               +44 (0)7850 978 741

Alex Le May / Ariadna Peretz, FTI Consulting                  +44 (0)20 3727 1340

Notes

1. The final amount of net proceeds will be subject to certain limited retention arrangements and other customary completion adjustments by virtue of the completion accounts process.

2.  Adjusted EBITDA is adjusted earnings before interest, tax, depreciation and amortisation.

3. Adjusted EBIT is adjusted EBITDA² after depreciation and amortisation. This measure excludes the amortisation of acquired intangibles.

4. Includes $23.6 million of RWG adjusted EBITDA² and $9.3 million from a management charge ("Management Charge") paid from RWG to Wood.

5.  Includes $24.9 million of adjusted EBITDA² and $9.5 million from the Management Charge.

6.  Includes $7.9 million of adjusted EBITDA² and $4.8 million from the Management Charge.

7.  The GBP to USD FX rate used in the FY24 Accounts to convert the dividend received from RWG in 2024 of £7.5 million into USD was the full year average FX rate of 1.2781. The FX rate used to calculate the FY24 dividend as stated in the Initial Announcement of $9.4 million was the 31 December 2024 FX rate of 1.2523.

Important Notices

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that the future earnings per share, profits, margins or cash flows of Wood following the Transaction will necessarily match or be greater than the historical published earnings per share, profits, margins or cash flows of Wood.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements reflect Wood's current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Wood's business, results of operations, financial position, liquidity, prospects, growth and strategies. Forward-looking statements speak only as of the date they are made.

Shareholders are advised to read this announcement in its entirety for a further discussion of the factors that could affect Wood's future performance. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

This announcement does not constitute and should not be construed as, an offer to purchase or sell or issue securities, or otherwise constitute an inducement, invitation, commitment, solicitation or recommendation to any person to purchase, subscribe for, or otherwise acquire securities in Wood, or constitute an inducement to enter into any investment activity in any jurisdiction. Nothing contained in this announcement is intended to, nor shall it, form the basis of, or be relied on in connection with, any contract or commitment whatsoever and, in particular, must not be used in making any investment decision.

The distribution of this announcement in or from certain jurisdictions may be restricted or prohibited by the laws of any jurisdiction other than the UK. Recipients of this announcement are required to inform themselves of, and comply with, all restrictions or prohibitions in such other jurisdictions. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of such other jurisdictions.

This announcement has been prepared for the purposes of complying with the applicable law and regulation of the UK (including the UKLRs and the Disclosure Guidance and Transparency Rules) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of the UK.

Save as required by the Market Abuse Regulation, the Disclosure Guidance and Transparency Rules, the UKLRs or by applicable law, Wood expressly disclaims any intention, obligation or undertaking to update, review or revise any of the information or the conclusions contained herein, including forward-looking or other statements contained in this announcement, or to correct any inaccuracies which may become apparent whether as a result of new information, future developments or otherwise.

Appendix I - Significant change

1.   Wood

Save in respect of: (i) the recommended cash acquisition of Wood by Sidara Limited (an entity controlled by Dar-Al Handasah Consultants Shair and Partners Holdings Ltd) to be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), as announced on 29 August 2025; (ii) the information disclosed in the scheme document published by Wood and sent to Wood shareholders on 11 September 2025 in connection with the Scheme (a copy of which is available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism) (the "Scheme Document"); and (iii) the information disclosed in the supplementary circular published by Wood on 30 October 2025 (the "Supplementary Circular"), there has been no significant change in the financial performance or financial position of Wood since 30 June 2025, being the end of the last financial period for which financial information of Wood has been published.

2.   RWG

There has been no significant change in the financial performance or financial position of RWG since 31 December 2024, being the end of the last financial period for which financial information of RWG has been published.

Appendix II - Material contracts

1.   Wood

Save as disclosed in: (i) section 10 of Part VII (Additional Information on Wood, Sidara and Bidco) of the Scheme Document; (ii) Appendix I - Summary of the principal terms of the Transaction in the Initial Announcement; and (iii) the Supplementary Circular, Wood and its subsidiaries (the "Wood Group") have not entered into any material contract, other than contracts entered into in the ordinary course of business, for the two years immediately prior to the date of this announcement, that shareholders of Wood would reasonably require for the purpose of making a properly informed assessment of the Transaction and its impact on Wood.

2.   RWG

Save as disclosed in Appendix I - Summary of the principal terms of the Transaction in the Initial Announcement, RWG has not entered into any material contract, other than contracts entered into in the ordinary course of business, for the two years immediately prior to the date of this announcement, that shareholders of Wood would reasonably require for the purpose of making a properly informed assessment of the Transaction and its impact on Wood.

Appendix III - Related party transactions

Save as otherwise disclosed in the FY23 Accounts, the FY24 Accounts or the H1 2025 Interim Results, Wood has not entered into any related party transactions relevant to the Transaction during FY23, FY24 or H1 2025 or otherwise up to the date of this announcement.

Appendix IV - Legal and arbitration proceedings

1.   Wood

Save as disclosed in the FY24 Accounts, the H1 2025 Interim Results or the Company's announcement dated 30 October 2025 in connection with its disposal of its North American Transmission & Distribution engineering business, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Wood is aware) during the period covering the 12 months prior to the date of this announcement which may have, or have had in the recent past, a significant effect on the Wood Group and/or the Wood Group's financial position or profitability.

2.   RWG

There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Wood is aware) during the period covering the 12 months prior to the date of this announcement which may have, or have had in the recent past, a significant effect on RWG and/or RWG's financial position or profitability.