NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT IS AN ADVERTISEMENT FOR THE PURPOSES OF THE PROSPECTUS RULES OF THE FINANCIAL CONDUCT AUTHORITY AND DOES NOT CONSTITUTE A PROSPECTUS OR A PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE AN OFFERING TO SELL, OR A SOLICITATION OF AN OFFER TO SUBSCRIBE FOR OR TO ACQUIRE, SECURITIES IN ANY JURISDICTION, INCLUDING IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS (THE "PROSPECTUS") PUBLISHED BY KIER GROUP PLC (THE "COMPANY" OR "KIER") ON 30 NOVEMBER 2018 IN CONNECTION WITH THE OFFERING OF NEW ORDINARY SHARES BY WAY OF RIGHTS IN THE CAPITAL OF THE COMPANY. A COPY OF THE PROSPECTUS IS AVAILABLE FOR INSPECTION FROM THE COMPANY'S REGISTERED OFFICE AT TEMPSFORD HALL, SANDY, BEDFORDSHIRE, SG19 2BD AND ON THE COMPANY'S WEBSITE AT WWW.KIER.CO.UK.
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
FOR IMMEDIATE RELEASE
20 December 2018
KIER GROUP PLC
RESULTS OF RUMP PLACING
Following the announcement earlier today of the results of the fully underwritten rights issue announced by Kier on 30 November 2018 (the "Rights Issue"), Kier Group plc announces that the Joint Bookrunners have informed the Company that they are of the opinion that it is unlikely that any subscribers can be procured at a price per New Share which is at least equal to the aggregate of the Issue Price of 409 pence per New Share and the expenses of procuring subscribers (including any applicable commissions and amounts in respect of value added tax) by 5.00 p.m. on 21 December 2018.
As subscribers have not been procured for the 40,179,421 New Shares not taken up pursuant to the Rights Issue, in accordance with the arrangements set out in the Underwriting Agreement and Part III of the Prospectus, the Joint Bookrunners will subscribe for 28,101,162 New Shares, with institutional investor sub-underwriters subscribing for the remaining 12,078,259 New Shares, in each case at the Issue Price of 409 pence per New Share.
In accordance with the provisions of Part III of the Prospectus, Qualifying Shareholders have no entitlement to any payment in respect of lapsed provisional allotments of New Shares.
The Joint Bookrunners reserve their right to manage any New Shares which have not been placed or delivered to sub-underwriters pursuant to sub-underwriting arrangements in the manner and for the period determined and jointly agreed by the Joint Bookrunners in order to maintain an orderly market in the Shares.
The defined terms set out in the Prospectus apply in this announcement.
For further information, please contact:
Kier Group plc |
|
Louise Turner-Smith, Kier Investor Relations |
+44 (0) 7976 790 012 |
Kier press office |
+44 (0) 1767 355 903 |
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|
Rothschild & Co (Financial Adviser to Kier) |
+44 (0) 207 280 5000 |
John Deans |
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Neil Thwaites |
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Peter Nicklin |
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Shannon Nicholls |
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FTI Consulting (PR Adviser and for media enquiries in relation to Kier Group plc) |
+44 (0) 203 727 1340 |
Richard Mountain |
|
Nick Hasell |
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IMPORTANT NOTICE
This is not a prospectus but an advertisement. Investors should not subscribe for the securities referred to in this advertisement except on the basis of information in the Prospectus published on 30 November 2018 in connection with the Rights Issue. Copies of the Prospectus are available through the website of the Company at www.kier.co.uk, provided that the Prospectus is not, subject to certain exceptions, available (whether through the website or otherwise) to shareholders in the United States or any of the other Excluded Territories. The Prospectus gives further details of the securities being offered pursuant to the Rights Issue.
Neither the content of Kier's website (or any other website) nor any website accessible by hyperlinks on Kier's website (or any other website) is incorporated in, or forms part of, this announcement.
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. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.
These materials are not for release, publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any State of the United States and the District of Columbia), Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States, Australia, Canada, Japan, South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Nil Paid Rights, the Fully Paid Rights and the Shares mentioned herein have not been, and will not be, registered under the Securities Act.
The Nil Paid Rights, the Fully Paid Rights and the Shares may not be offered or sold in the United States absent registration or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.
In any member state of the European Economic Area outside of the United Kingdom (each, a "Relevant Member State"), this announcement and any offer if made subsequently is, and will be, directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of the Prospectus Directive (Directive 2003/71/EC and any amendments thereto, including Directive 2010/73/EU), and any implementing measures in each Relevant Member State. In the United Kingdom this announcement and any offer if made subsequently is, and will be directed exclusively at Qualified Investors (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"),(ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated, and any investment activity to which it relates will only be engaged in with such persons and it should not be relied on by anyone other than such persons. The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of the New Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction.
Each of the Joint Bookrunners and N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting exclusively for the Company and no one else in connection with the Rights Issue and Admission, will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Rights Issue or Admission and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients, or for providing advice, in relation to the Rights Issue, Admission or any other transaction or arrangement referred to herein.
No action has been taken by the Company or the Joint Bookrunners that would permit an offering of the Nil Paid Rights, the Fully Paid Rights or the New Shares, or possession or distribution of this announcement, the Prospectus, Provisional Allotment Letter or any other offering or publicity material relating to the Nil Paid Rights, the Fully Paid Rights or the New Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and the Joint Bookrunners to inform themselves about, and to observe, such restrictions.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by the Joint Bookrunners, Rothschild & Co, or their respective affiliates or agents, as to, or in relation to, the accuracy or completeness of this announcement or any other information made available to or publicly available to any interested party or its advisers, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available, and any liability therefore is expressly disclaimed.
In connection with the Rights Issue, the Joint Bookrunners, and any of their affiliates, may in accordance with applicable legal and regulatory provisions, engage in transactions in relation to the Nil Paid Rights, the Fully Paid Rights, the New Shares and/or related instruments for their own account for the purpose of hedging their underwriting exposure or otherwise. Accordingly, references in the Prospectus to the Nil Paid Rights, the Fully Paid Rights or the New Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by the Joint Bookrunners and any of their affiliates acting in such capacity. In addition the Joint Bookrunners and any of their affiliates may enter into financing arrangements (including swaps or contracts for difference) with investors in connection with which the Joint Bookrunners and any of their affiliates may, from time to time, acquire, hold or dispose of Shares. The Joint Bookrunners do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so. The Company also intends to use the net proceeds of the Rights Issue to repay part of the balance drawn under its revolving credit facility.
The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
INFORMATION TO DISTRIBUTORS
Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the Fully Paid Rights and the New Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: (i) the price of the Nil Paid Rights, the Fully Paid Rights and/or the New Shares may decline and investors could lose all or part of their investment; (ii) the New Shares offer no guaranteed income and no capital protection; and (iii) an investment in the Nil Paid Rights, the Fully Paid Rights and/or the New Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, purchase, or take any other action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights and/or the New Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and/or the New Shares and determining appropriate distribution channels.
