Blueprint
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 6-K
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REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For June 15, 2017
Commission File Number 001-36723
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Amec Foster Wheeler plc
(formerly AMEC plc)
(Name
of Registrant)
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Amec Foster Wheeler plc
Old Change House
128 Queen Victoria Street
London EC4V 4BJ
United Kingdom
(Address
of Principal Executive Offices)
_______________________
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or
Form 40-F:
Form 20-F
☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K on
paper as permitted by Regulation S-T Rule 101(b)(1):
☐
Indicate
by check mark if the registrant is submitting the Form 6-K on
paper as permitted by Regulation S-T Rule 101(b)(7):
☐
Indicate
by check mark whether by furnishing the information contained in
this Form, the registrant is also thereby furnishing the
information to the Commission pursuant to
Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If
“Yes” is marked, indicate below the file number
assigned to the registrant in connection with Rule 12g3-2(b):
82-
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART,
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
15 JUNE 2017
Recommended All-Share Offer
for
Amec Foster Wheeler plc
by
John Wood Group PLC
Results of Shareholder Meetings
Amec
Foster Wheeler plc ("Amec Foster
Wheeler") is pleased to announce that, at a Court Meeting
and General Meeting of Amec Foster Wheeler Shareholders held
earlier today in connection with the recommended all-share offer by
John Wood Group PLC for Amec Foster Wheeler (the "Combination"), all the resolutions
proposed were duly passed.
At the
Court Meeting, a majority in number of Scheme Shareholders, who
voted (either in person or by proxy) and who together represented
over 75% by value of the votes cast, voted in favour of the
resolution to approve the Scheme. The resolution was accordingly
passed.
At the
General Meeting, the Special Resolution to approve the Scheme and
provide for its implementation was also passed by the requisite
majority.
COURT MEETING The voting on the resolution to approve the
Scheme was taken on a poll and the results were as
follows:
Number
of Scheme Shareholders voting: For: 861 (90.73%) Against: 88
(9.27%)
Number
of votes: For: 270,167,562 (99.92%) Against: 227,932
(0.08%)
Percentage
of eligible Scheme Shares voted: For: 69.28% Against:
0.06%
GENERAL MEETING The voting on the Special Resolution to
approve the Scheme and the Combination and provide for their
implementation was taken on a poll and the results were as
follows:
Number
of votes: For: 269,990,585 (99.92%) Against: 224,716 (0.08%)
Withheld: 1,332,416
Completion
of the Combination remains subject to the satisfaction or waiver of
the other Conditions set out in the Scheme Document, including the
condition relating to CMA approval and the Court sanctioning the
Scheme at the Court hearing, which is expected to take place in the
fourth quarter of this year.
A copy
of the special resolution passed at the General Meeting has been
submitted to the Financial Conduct Authority and will shortly be
available for inspection on the National Storage Mechanism
at www.hemscott.com/nsm.do.
Defined
terms used but not defined in this announcement have the meanings
set out in the Scheme Document dated 23 May 2017.
Enquiries:
Amec Foster Wheeler plc
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Media:
Jonathan Refoy, Director of Corporate Affairs
Investors:
Rupert Green, Chief Corporate Development Officer
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Tel:
+44 (0)20 7429 7500
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Goldman Sachs International (financial adviser to Amec Foster
Wheeler)
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Anthony
Gutman / Nimesh Khiroya
Christopher
Pilot / Celia Murray
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Tel:
+44 (0) 7774 1000
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BofA Merrill Lynch (financial adviser and corporate broker to Amec
Foster Wheeler)
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Simon
Mackenzie Smith / Tim Waddell
Geoff
Iles / Rowland Phillips
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Tel:
+44 (0)20 7628 1000
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Barclays (financial adviser and corporate broker to Amec Foster
Wheeler)
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Mark
Astaire / Derek Shakespeare
Asim
Gunduz
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Tel:
+44 (0)20 7623 2323
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Important notice relating to financial advisers
Each of Goldman Sachs International, Merrill Lynch International ("BofA Merrill
Lynch") and Barclays Bank
PLC, acting through its Investment Bank ("Barclays"), who are
authorised by the Prudential Regulation Authority and regulated in
the United Kingdom by the FCA and the Prudential Regulation
Authority, are acting exclusively for Amec Foster Wheeler and no
one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Amec
Foster Wheeler for providing the protections afforded to the
respective clients of Goldman Sachs International, BofA Merrill
Lynch and Barclays, or for providing advice in connection with the
contents of this announcement or any other matters referred to in
this announcement.
Disclosure requirements of the Takeover Code (the
"Code")
Under Rule 8.3(a) of the Code, any person who is interested in 1%
or more of any class of relevant securities of an offeree company
or of any securities exchange offeror (being any offeror other than
an offeror in respect of which it has been announced that its offer
is, or is likely to be, solely in cash) must make an Opening
Position Disclosure following the commencement of the offer period
and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position
Disclosure must contain details of the person's interests and short
positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule
8.3(a) applies must be made by no later than 3.30 pm (London time)
on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time)
on the 10th business day following the announcement in which any
securities exchange offeror is first identified. Relevant persons
who deal in the relevant securities of the offeree company or of a
securities exchange offeror prior to the deadline for making an
Opening Position Disclosure must instead make a Dealing
Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at http://www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Publication on Website
A copy of this announcement will be made available, subject to
certain restrictions relating to persons resident in restricted
jurisdictions, on Amec Foster Wheeler's website at
www.amecfw.com and on John Wood
Group plc's website at www.woodgroup.com by no later than 12 noon
(London time) on the
Business Day following this announcement. For the avoidance of
doubt, the contents of those websites are not incorporated and do
not form part of this announcement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date:
15 June 2017
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Amec
Foster Wheeler plc (Registrant)
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By:
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/s/
Alison Yapp
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Name:
Alison Yapp
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Title:
General Counsel?& Company Secretary
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