Form 6-K Amec Foster Wheeler plc For: Oct 02
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For October 02, 2017
Commission File Number 001-36723
Amec Foster Wheeler plc
(formerly AMEC plc)
(Name
of Registrant)
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
2
October 2017
Amec Foster Wheeler plc
(the "Company")
Listing Rule 9.6.4 Issued Share Capital and Rule 2.9
Announcement
In
accordance with the Listing Rule 9.6.4 and Rule 2.9 of the City
Code on Takeovers and Mergers (the " Code
"), and
further to the announcement made on 29 September 2017, the Company
confirms that the following number of ordinary shares were issued
by the Company to the trustee (Computershare Trustees (Jersey)
Limited) of the Company's employee benefit trust to allow it to
satisfying outstanding awards and options granted under the Amec
Foster Wheeler plc Long Term Incentive Plan 2015 as and when they
fall due:
2,706,786 ordinary
shares of 50 pence each.
The
Company had 393,131,813 ordinary share of 50 pence each with ISIN
number GB0000282623 (the " Shares
") in
issue as at the close of business on 29 September 2017. The Company
currently holds 3,158,310 ordinary shares in treasury.
The
total number of Shares attracting voting rights in the Company is
392,680,289.
The
above figure may be used by shareholders to determine the
percentage of issued share capital they hold in the Company and if
they are required to notify their interest in, or a change to their
interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.
The
Company also has an ADR programme. Each ADS represents 1 ordinary
share of 50 pence per share. The ADSs have the trading symbol
AMFW.OTC and ISIN US00167X2053.
Enquiries:
Amec Foster Wheeler plc
Media:
Jonathan Refoy, Director of Corporate
Affairs
Tel: +44 (0)20 7429 7500
Investors:
Rupert Green, Chief Corporate Development Officer
Goldman Sachs International (financial adviser to the
Company)
Anthony
Gutman / Nimesh
Khiroya
Tel: +44
(0) 7774 1000
Christopher
Pilot / Celia Murray
BofA Merrill Lynch (financial adviser and corporate broker to the
Company)
Simon
Mackenzie Smith / Tim Waddell
Tel: +44 (0)20 7628 1000
Geoff
Iles / Rowland Phillips
Barclays (financial adviser and corporate broker to the
Company)
Mark
Astaire / Derek
Shakespeare
Tel: +44 (0)20 7623 2323
Asim
Gunduz
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.
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Date:
02 October 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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