Proposed placing of shares in Watkin Jones plc

8 November 2019

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER OF SECURITIES IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION.

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

Proposed placing of approximately 22 million ordinary shares in Watkin Jones plc ("Watkin Jones" or the "Company")

Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt") (together the "Banks") have been appointed by the trustees of the Glyn & Jennifer Watkin Jones 1992 A&M Settlement and the Watkin Jones Will Trust (together, the "Sellers") as Joint Bookrunners to explore the opportunity to sell approximately 22 million ordinary shares ("Placing Shares") in the capital of Watkin Jones to institutional investors (the "Placing").

Together, the Sellers currently own 66,759,407 ordinary shares, representing approximately 26.1 per cent. of the Company's entire issued share capital. The price per Placing Share and the final number of Placing Shares to be sold will be determined by way of an accelerated bookbuilding process (the "Placing") to institutional investors. The bookbuilding period will commence today, 8 November 2019 immediately following this announcement, 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.

In the context of the Placing, any of the ordinary shares in Watkin Jones held by the Sellers which are not sold in the Placing, in addition to the 3,825,000 ordinary shares held by Mr Mark Watkin Jones, will be subject to a 180-day lock-up undertaking (subject to certain customary exceptions). 

In addition, an institutional investor which was exploring the opportunity to sell approximately 18.2 million ordinary shares in the Company, will no longer be participating in the transaction.

The Company will not receive any proceeds from the Placing.

IMPORTANT NOTICE

This announcement is not for publication or distribution or release, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United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, South Africa 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 US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of any state or other jurisdiction of the United States and may not be offered or sold, directly or indirectly, in the United States, absent registration except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of, the Securities Act and in accordance with any applicable securities laws of any state or other jurisdiction of the United States. There will be no public offering of the securities referred to herein in the United States or in any other jurisdiction.

Members of the public are not eligible to take part in the Placing. This announcement is for information purposes only and is directed only at: (a) persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") ("Qualified Investors") and (b) if in the United Kingdom, persons who (i) have professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or are high net worth companies, unincorporated associations or partnerships or trustees of high value trusts as described in Article 49(2) of the Order and (ii) are "qualified investors" as defined in section 86 of the Financial Services and Markets Act 2000 ("FSMA") and (c) otherwise, to persons to whom it may otherwise be lawful to communicate it (each a "relevant person"). No other person should act or rely on this announcement and persons distributing this announcement must satisfy themselves that it is lawful to do so. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons. The announcement does not itself constitute an offer for sale of any securities.

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 Watkin Jones plc and Watkin Jones plc'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.

In connection with the Placing, Jefferies International Limited ("Jefferies") and Peel Hunt LLP ("Peel Hunt" and, together with Jefferies, the "Managers") or any of their respective affiliates may take up a portion of the Placing Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell for its own accounts such Placing Shares and other securities of Watkin Jones plc or related investments in connection with the Placing or otherwise. Accordingly, references to the Placing 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 either of the Managers and any of their respective affiliates acting as investors for their own accounts. The Managers 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.

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

Jefferies and Peel Hunt are each authorised and regulated by the FCA. Each of the Managers is acting for the Sellers only in connection with the Placing and no one else, and will not be responsible to anyone other than the Sellers for providing the protections offered to clients of the Managers 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. 

This announcement has been issued by the Managers on behalf of the Sellers and is the sole responsibility of the Sellers apart from the responsibilities and liabilities, if any, that may be imposed on Jefferies or Peel Hunt by the Financial Services and Markets Act 2000. Neither Jefferies nor Peel Hunt accepts any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification or for any other statement made or purported to be made by the Sellers or on the Sellers' behalf or on Jefferies' or Peel Hunt's behalf, in connection with the Sellers or the Placing, and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or the future. Each of Jefferies and Peel Hunt accordingly disclaims to the fullest extent permitted by law all and any responsibility and liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this announcement and any such statement.