Wood Group (John)PLC - Update on sale of North America T&D to Qualus

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

30 October 2025

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

Update on sale of North America T&D to Qualus

Further to the Company's announcement on 29 August 2025 (the "Initial Announcement") regarding the agreement to sell its North American Transmission & Distribution engineering business ("North America T&D") to Qualus LLC and 2737813 ALBERTA LTD (together, "Qualus") (the "Transaction"), for an enterprise value of $110 million and cash proceeds of approximately $105 million net of transaction costs, the Company is providing an update on the Transaction and further information required to be disclosed under the UK Listing Rules (the "UKLRs").

Financial information

The following information is a summary of key historical financial information relating to North America T&D.

a)   Consolidated annual balance sheet relating to North America T&D from the consolidation schedules underlying Wood's 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")¹

Expressed in millions of US$

b)   Consolidated income statement relating to North America T&D from the consolidation schedules underlying Wood's audited consolidated accounts for the financial year ended 31 December 2023 ("FY23") ("FY23 Accounts"), the FY24 Accounts and the H1 2025 Interim Results¹

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:

·     North America T&D's adjusted EBITDA² of $4.9m and adjusted EBIT³ of $2.6m in FY24 will no longer be contributed to the Company's results

·     North America T&D's non-current assets of $0.3m and current assets of $11.0m in FY24 will no longer be contributed to the Company's results

·   North America T&D's current liabilities of $1.3m and non-current liabilities of $0.4m 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.   Information extracted without material adjustment from the consolidation schedules underlying the FY23 Accounts, the FY24 Accounts and the H1 2025 Interim Results, as relevant.

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

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

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.   North America T&D

There has been no significant change in the financial performance or financial position of North America T&D since 30 June 2025 being the end of the last financial period for which financial information of North America T&D 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.   North America T&D

Save as disclosed in Appendix I - Summary of the principal terms of the Transaction in the Initial Announcement, North America T&D 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 set out below or as otherwise detailed in the FY24 Accounts or H1 2025 Interim Results, 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.

Asbestos-related litigation

The Wood Group assumed the majority of Amec Foster Wheeler's ("AFW") asbestos-related liabilities when it acquired AFW in October 2017. While some of the asbestos claims have been and are expected to be made in the United Kingdom, the overwhelming majority have been and are expected to be made in the United States. Some of AFW's U.S. subsidiaries are defendants in numerous asbestos-related lawsuits and out-of-court informal claims are pending. Plaintiffs claim damages for personal injury alleged to have arisen from exposure to, or use of, asbestos in connection with work allegedly performed during the 1970s and earlier. Wood expects these subsidiaries to be named as defendants in similar suits and that new claims will be filed in the future.

Aegis Poland

In 2016, one of the Company's subsidiaries, Wood Programs Inc., contracted with the United States Army Corps of Engineers ("USACE") in relation to a project involving the construction of various buildings to house the Aegis Ashore anti-missile defence facility for USACE. The Wood Group's construction scope is complete and the facilities were formally handed over to USACE in July 2023. The Wood Group has subsequently submitted a number of claims to USACE alleging breach of contract. USACE has alleged a number of counter-claims against the Wood Group, relating to   potential delay liquidated damages. Discussions between the parties remain ongoing.

FCA investigation

As announced on 27 June 2025, the Company is currently subject to an investigation by the UK Financial Conduct Authority. At this time, the investigation is ongoing, and both the timing and outcome are uncertain, but an economic outflow is likely. It has not been possible to reliably estimate the quantum of any such outflow, which could be material, and therefore no provision has been recorded in the FY24 Accounts or the H1 2025 Interim Results.

2.   North America T&D

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 North America T&D and/or North America T&D's financial position or profitability.