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.

Date: 02 October 2017
		Amec Foster Wheeler plc (Registrant)

	By:	/s/ Alison Yapp


		Name: Alison Yapp
		Title: General Counsel & Company Secretary

Amec Foster Wheeler plc 6-K