Proposed placing of ordinary shares in Kier Group

20 December 2018

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE LAW. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

Proposed placing of ordinary shares in Kier Group plc ("Kier" or the "Company")

Peel Hunt LLP ("Peel Hunt") and Numis Securities Limited ("Numis") are acting as Joint Bookrunners for a syndicate comprising Peel Hunt, Numis, Citigroup Global Markets Limited, HSBC Bank plc and Banco Santander, S.A. (together, the "Sellers") to sell up to 28,101,162 ordinary shares of one pence each ("Placing Shares") in the capital of Kier to institutional investors.

The Sellers have subscribed for 28,101,162 ordinary shares in aggregate, equal to approximately 17.33 per cent. of Kier's entire issued share capital.

The price per Placing Share is expected to be within the range of 360-375 pence per share and determined by way of an accelerated bookbuilding process (the "Placing") with institutional investors. The bookbuilding process will commence immediately, and may close at any time on short notice. The results of the Placing will be announced as soon as practicable after the closing of the bookbuilding process. 

If the Placing proceeds, each Seller has confirmed that, in respect of any Kier shares not sold pursuant to the Placing, it will enter into a one calendar month lock up undertaking (subject to certain customary exceptions).

Kier will not receive any proceeds from the Placing.

The Sellers reserve their right to manage any Placing Shares in the manner and for the period determined and jointly agreed by the Sellers in order to maintain an orderly market in the ordinary shares of Kier.

Market Abuse Regulation

The information contained within this announcement is deemed to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this announcement via a regulatory information service, this inside information is now considered to be in the public domain.

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IMPORTANT NOTICES

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States and the District of Columbia), Canada, Australia, Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. No action has been taken that would permit an offering of the Placing Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required.

This announcement does not constitute or form part of an offer for sale or solicitation of an offer to purchase or subscribe for securities in the United States, Canada, Australia, Japan or any other jurisdiction. The Placing Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold, directly or indirectly, in the United States, absent registration under or an exemption from, or transaction not subject to, the registration requirements of, the Securities Act. No public offering of securities is being made in the United States or in any other jurisdiction.

In member states of the European Economic Area ("EEA") which have implemented the Prospectus Directive (each, a "Relevant Member State"), this announcement and any offer of Placing Shares if made subsequently is directed exclusively at persons who are "qualified investors" within the meaning of the Prospectus Directive ("Qualified Investors"). For these purposes, the expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in a Relevant Member State), and includes any relevant implementing measure in the Relevant Member State. In the United Kingdom this announcement is only being distributed to, and is only directed at, and any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, Qualified Investors who are (i) investment professionals falling with Article 19(5) of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) (the "Order"); or (ii) high net worth entities falling within Article 49(2)(a) to (d) of the Order, or (iii) other persons to whom an offer of the Placing Shares may otherwise be lawfully communicated (all such persons together being referred to as "relevant persons"). Persons who are not relevant persons should not take any action on the basis of this announcement and should not act or rely on it.

No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision in connection with the Placing must be made on the basis of all publicly available information relating to Kier and Kier's shares. Such information has not been independently verified. The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness.

This announcement does not purport to identify or suggest the risks (direct or indirect) which may be associated with an investment in Kier or its shares.

Peel Hunt and Numis (the "Joint Bookrunners"), who are authorised and regulated by the FCA, are acting as joint bookrunners and, in the case of Peel Hunt only, stick manager, on behalf of the Sellers  in connection with the Placing and will not be responsible to anyone for providing the protections offered to clients of the Joint Bookrunners nor for providing advice in relation to the Placing Shares or the Placing, the contents of this announcement or any transaction, arrangement or other matter referred to in this announcement.