Wood Group PLC has called a General Meeting for 23 October 2025, asking shareholders to approve a temporary suspension of its company borrowing limit in a move deemed critical to the future of both its operations and its pending acquisition by Sidara Limited.
The Aberdeen-based energy giant announced that the request comes as its total borrowings are set to exceed the cap set out in the firm’s articles of association when its audited accounts for the year ended 31 December 2024 are published. The borrowing cap is linked to the company’s adjusted capital and reserves as reflected in its latest audited balance sheet.
The Board is seeking approval for a temporary disapplication of the limit until 31 October 2028. This period is considered necessary to “continue to finance its operations and business” while the statutory audit is completed and the acquisition process advances.
Wood’s leadership made clear the risks of not securing approval. In an update to shareholders, the company stated: “A breach of the borrowing limit would have serious and adverse implications for the day-to-day use of the Company’s existing debt facilities and the debt facilities to be implemented pursuant to the amendment and extension as described in the scheme document published by the Company on 11 September 2025 (the ‘Scheme Document’) relating to the recommended cash acquisition of the Company by Sidara Limited (the ‘Acquisition’)”.
“It would amount to an event of default and, separately, the Company would be unable to draw on its existing debt facilities without breaching its articles of association and without further lender consents. That would have a significantly adverse effect on the Company’s liquidity position.
“It would also materially risk jeopardising the Acquisition, which remains critical to the Company’s future, or any other potential transaction where shareholders would receive any value for their shares. It is therefore imperative that the borrowing limit is disapplied prior to publication of the Audited Accounts.”
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The Board unanimously recommends shareholders vote in favour of the resolution, with each director planning to back it with their own shares.
The General Meeting will take place at 3:00 p.m. on Thursday, 23 October 2025, at Sir Ian Wood House, Hareness Road, Altens Industrial Estate, Aberdeen. Shareholders will also be provided with further details in a supplementary circular following publication of the company’s audited accounts and interim results for the first half of 2025.
For more information, company documents are available via the Wood Group website and the Financial Conduct Authority’s National Storage Mechanism.
