Form 8.5 (EPT/NON-RI) AMEC FOSTER WHEELER PLC

LONDON--()--

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a)   Name of exempt principal trader:   BARCLAYS CAPITAL SECURITIES LTD
(b) Name of offeror/offeree in relation to whose AMEC FOSTER WHEELER PLC
  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt AMEC FOSTER WHEELER PLC
  principal trader is connected  
(d) Date position held/dealing undertaken: 26 May 2017
(e) In addition to the company in 1(b) above, is the exempt principal YES:
trader making disclosures in respect of any other party to the offer?
    JOHN WOOD GROUP PLC

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:       ORD            
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 1,645,958 0.42% 3,445,207 0.88%
           
(2) Cash-settled derivatives:
3,070,141 0.79% 1,476,951 0.38%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
           
 
TOTAL: 4,716,099 1.21% 4,922,158 1.26%

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:  
Details, including nature of the rights concerned and relevant percentages:  

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

The currency of all prices and other monetary amounts should be stated.

(a) Purchases and sales

Class of relevant   Purchase/sale   Total number of   Highest price per unit   Lowest price per unit
security   securities paid/received paid/received
50p ORD Purchase 372,234 5.1850 GBP 5.05 GBP
50p ORD Sale 776,222 5.1850 GBP 5.05 GBP
ADR Purchase 16,937 6.5671 USD 6.5671 USD
ADR Sale 16,937 6.5671 USD 6.5671 USD

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
50p ORD SWAP Long 100 5.0649 GBP
50p ORD CFD Long 1,000 5.1591 GBP
50p ORD CFD Long 1,224 4.9850 GBP
50p ORD SWAP Long 2,480 5.1344 GBP
50p ORD SWAP Long 4,265 5.1798 GBP
50p ORD CFD Long 16,937 5.1705 GBP
50p ORD CFD Long 19,196 5.1796 GBP
50p ORD SWAP Long 44,017 5.0406 GBP
50p ORD SWAP Long 50,838 5.0586 GBP
50p ORD CFD Long 64,832 5.1247 GBP
50p ORD Futures Long 85,000 507.1013 GBP
50p ORD SWAP Long 101,307 5.0982 GBP
50p ORD CFD Long 127,243 5.1331 GBP
50p ORD SWAP Long 178,660 5.0804 GBP
50p ORD SWAP Short 116 5.1134 GBP
50p ORD SWAP Short 515 5.1550 GBP
50p ORD CFD Short 1,311 5.1805 GBP
50p ORD SWAP Short 1,460 5.0643 GBP
50p ORD SWAP Short 1,526 5.1236 GBP
50p ORD SWAP Short 4,171 5.0585 GBP
50p ORD CFD Short 19,637 5.0716 GBP
50p ORD SWAP Short 20,383 5.1445 GBP
50p ORD CFD Short 38,627 5.0615 GBP
50p ORD CFD Short 38,627 5.1651 GBP
50p ORD SWAP Short 57,102 5.1248 GBP
50p ORD SWAP Short 84,298 5.1112 GBP

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercise

Class of relevant security   Product description

e.g. call option

  Exercising/ exercised against   Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to:

(i) the voting rights of any relevant securities under any option; or

(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

None

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?   NO
Date of disclosure: 30 May 2017
Contact name: Hemika Mistry
Telephone number: 020 7116 3891

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Short Name: BARCLAYS PLC
Category Code: FEO
Sequence Number: 584196
Time of Receipt (offset from UTC): 20170530T095023+0100

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC