Marathon's Move: A 3.68% Stake in John Wood Group Amid Takeover Drama

LONDON, UK – December 04, 2025 – In the high-stakes world of mergers and acquisitions, the smallest disclosures can send the biggest signals. A regulatory filing today has cast a fresh spotlight on the ongoing takeover of John Wood Group plc, the global engineering and consulting giant. Marathon Asset Management Ltd, a London-based investment firm known for its long-term, strategic approach, has publicly disclosed a significant 3.68% stake in the company, a move that makes it a key stakeholder in the firm's future.

The disclosure, made via a mandatory Form 8.3 filing under the UK's Takeover Code, confirms Marathon’s holding of 25,459,643 shares in Wood Group. While the filing also noted a minor sale of just 23,261 shares on December 3, the headline figure is the substantial overall position. This places Marathon, a firm managing approximately $37 billion, firmly on the map as an influential voice in a corporate saga that has seen its share of twists and turns.

For investors and analysts tracking the proposed acquisition of Wood Group by the Dubai-based Sidara Limited, this filing is more than just procedural. It provides a crucial data point on the sentiment of a major institutional investor at a critical juncture, just as shareholders prepare to vote on the company’s fate.

A High-Stakes Game for John Wood Group

John Wood Group's path to this point has been anything but smooth. The company, a cornerstone of the energy and materials sectors, has been in play for nearly two years. In 2023, it famously rebuffed a series of unsolicited proposals from US private equity behemoth Apollo Global Management, arguing that the final offer of 230 pence per share fundamentally undervalued the business. The board’s staunch defense won the day, and Apollo walked away.

Fast forward to 2025, and a new suitor has emerged: Sidara Limited. This time, the board is on board. The directors of John Wood Group have unanimously recommended Sidara’s cash offer of 30 pence per share, a valuation that reflects the challenging market conditions and the company's financial position. The deal is structured as a Court-sanctioned scheme of arrangement, a common mechanism in UK takeovers that requires approval from a majority of shareholders representing at least 75% of the value of the shares voted.

However, the Sidara deal comes with what have been described as “highly unusual” conditions, underscoring the delicate financial tightrope Wood Group has been walking. The acquisition is contingent on the publication of audited accounts by a set deadline and, critically, a capital injection of $450 million from Sidara. This infusion is designed to stabilize Wood Group’s balance sheet, with an initial $250 million to be made available upon shareholder approval.

This complex backdrop makes the positioning of major shareholders like Marathon Asset Management particularly consequential. With shareholder meetings postponed to allow for greater scrutiny of the deal's terms, every significant holding will be analyzed for clues about the likely outcome.

Marathon's Method: A Long-Term Player in a Short-Term Drama

Understanding Marathon Asset Management's role requires looking beyond the single transaction. The firm is not a typical M&A arbitrageur seeking to profit from short-term price movements. Instead, its investment philosophy is famously rooted in the “capital cycle approach,” a strategy that prioritizes long-term value creation and often involves contrarian bets.

Marathon’s portfolio managers focus on supply-side dynamics, management's capital allocation skills, and durable competitive advantages. With an average holding period for portfolio companies exceeding seven years, the firm’s presence on a shareholder register signals a belief in the underlying, long-term fundamentals of a business, not just its immediate takeover premium.

This context is essential when analyzing the dealing disclosure. The sale of 23,261 shares at 23.9 pence each is, in relative terms, minuscule. It represents a mere 0.09% of Marathon's total stake and a fraction of the more than 7.7 million Wood Group shares that traded on the same day. Rather than signaling a loss of faith in the takeover, such a small transaction is almost certainly a routine portfolio rebalancing—the kind of minor adjustment large funds make continuously.

The real story is the 3.68% stake itself. A holding of this size indicates that Marathon has a vested interest in a successful outcome for Wood Group, whether as a standalone entity or an acquired one. Their decision will be guided by whether Sidara’s offer represents a fair exit price that adequately compensates for the company's long-term potential, a potential Marathon presumably identified when it first invested.

The Rule of Transparency: Decoding the Form 8.3 Filing

The disclosure itself is a product of the UK's robust regulatory environment governing takeovers. The Takeover Code, enforced by the Takeover Panel, mandates that any person with an interest of 1% or more in an offeree company must publicly disclose their position and any subsequent dealings. This rule is designed to foster transparency and prevent the creation of an unfair or disorderly market during a bid period.

Form 8.3 requires the disclosure of all “interests,” which includes not only direct share ownership but also economic exposure through derivatives. This ensures that the market has a complete picture of a stakeholder's position. Marathon's filing, for instance, confirms its interests are in ordinary shares, with no cash-settled or stock-settled derivatives reported.

By forcing major players to show their hands, the Code ensures that all shareholders have access to the same critical information. It prevents secret stake-building that could unduly influence a bid and provides a clear view of the key parties whose support will be needed to get a deal over the line. Marathon's filing is a perfect example of this system in action, providing a clear, public declaration of its standing in the Wood Group-Sidara transaction.

As the crucial shareholder vote approaches, the actions of institutional investors will be paramount. With nearly 70% of John Wood Group owned by institutions, the fate of the Sidara acquisition rests in their hands. Marathon Asset Management, with its 3.68% stake and a reputation for disciplined, long-term thinking, has now publicly confirmed its seat at this very important table. The market will be watching to see how this strategic investor, and others like it, ultimately weigh the certainty of a cash offer against the potential of a future turnaround.