5 per cent. cash placing

Keller Group PLC
11 December 2001



Embargoed for release at 7.00am



11 December 2001



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, OR INTO, THE UNITED STATES,
CANADA, AUSTRALIA OR JAPAN



Keller Group plc



                         Cash placing to raise £8.1m

Keller Group plc ('Keller' or the 'Company') announces that it is raising
approximately £8.1 million before expenses by way of a cash placing of
2,840,750 new ordinary shares. The new ordinary shares, which represent
approximately 5 per cent of the existing issued share capital, are being
placed through Dresdner Kleinwort Wasserstein at a price of 285 pence per
share.

Background to and reasons for the placing

In recent years Keller has strengthened its position as an international
market leader in foundation services, through both bolt-on acquisitions and
organic growth. In a highly fragmented market, acquisitions made have tended
to be of small regional players and have traditionally been funded from the
Group's cash flow and modest levels of bank debt.

More recently, the Company has expanded the range of the specialist services
it provides to the construction industry, most notably through the acquisition
of Suncoast Post-Tension Inc. ('Suncoast'). Suncoast, a leading designer,
fabricator and distributor of post-tension cable systems in the US was
acquired on 1 October 2001 for consideration of up to US$95 million in cash
financed from new Group bank facilities.



Keller has also continued to take advantage of bolt-on acquisition
opportunities in its core markets with the acquisition in November 2001 of
Catoh Inc. for US$4.4 million (including acquired debt).  Catoh is a regional
market leader in specialty drilling, minipiles and earth retention in the
Northeastern United States.



The net proceeds of the placing of £7.9 million will position the Company to
continue to pursue similar sized bolt-on acquisitions whilst maintaining
borrowing levels within the Board's internal limits.



Pre-closing trading update



On 12 November 2001 Keller announced recent contract wins of £135.7 million
reflecting, in particular, a strong performance from the North American
operations. This US performance has continued into the fourth quarter,
underpinned by continuing high levels of spending on infrastructure projects.



This success in contract wins has maintained the value of the Group's order
book, which typically provides three months visibility, at around £150 million
since the half year.  This level is some 25 per cent. ahead of the same period
last year on a like-for-like basis.  In addition, the Suncoast acquisition is
trading in line with expectations.



The Board therefore expects to report good results for the current year and
can also look forward to a strong start to 2002.


Details of the placing

The cash placing is conditional on the admission of the new ordinary shares by
the UK Listing Authority and their admission to trading on the London Stock
Exchange, for which application is being made.  Dealings in the new ordinary
shares, which will rank pari passu in all respects with the Group's existing
ordinary shares, are expected to commence on Friday 14 December 2001.

DrKW has entered into a placing agreement with the Company whereby DrKW has
agreed subject to the conditions set out therein to use its reasonable
endeavours as agent of the Company to procure placees to subscribe for the
Placing Shares.



Commenting on the cash placing, Tom Dobson, Chief Executive Officer, said:



'In recent years Keller has successfully demonstrated its ability to source,
execute and integrate acquisitions which has been an important driver of
shareholder value, alongside the Group's organic growth. The placing
facilitates further acquisitions which will enable Keller to continue to
strengthen its position in its core markets '.


Enquiries

Keller Group plc                                         020 8341 6424

Tom Dobson, Chief Executive Officer
Justin Atkinson, Finance Director
Dresdner Kleinwort Wasserstein                           020 7623 8000

Robert Petch
Webershandwick/Square Mile                               020 7905 2400

Peter Gaze
Laurence Read





This placing is directed only at persons having professional experience in
matters relating to investments and, accordingly, the Placing Shares will only
be available to such persons.



Dresdner Kleinwort Wasserstein which is authorised by the Financial Services
Authority in the United Kingdom is acting exclusively for Keller in connection
with the Placing and for no one else and will not be responsible to anyone
other than Keller for providing the protections afforded to customers of
Dresdner Kleinwort Wasserstein nor for providing advice in relation to the
Placing. This press release does not constitute an offer to sell or issue or
the solicitation of an offer to buy or acquire securities in the United
States, Canada, Australia, Japan or any jurisdiction in which such offer or
solicitation is unlawful. If any securities of Keller are to be offered in the
United States this will be pursuant to an effective registration statement
under the US Securities Act of 1933, as amended (the 'Securities Act'), or an
exemption from the registration requirements of the Securities Act.  If any
public offering is made into the United States it will be made by means of a
prospectus that may be obtained from Keller or any selling security holder
that will contain detailed information about the Company and management as
well as financial statements.





The making of an offer in, or to residents or citizens of, certain
jurisdictions ('Overseas Persons') may be restricted by laws of the relevant
jurisdictions. Overseas Persons should inform themselves about and observe any
such applicable legal requirements in their respective jurisdictions.



Neither this press release nor any copy of it may be taken, transmitted or
distributed, directly or indirectly, into the United States, Canada, Australia
or Japan. Any failure to comply with this restriction may constitute a
violation of US, Canadian, Australian or Japanese securities laws.







NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO THE UNITED STATES, CANADA,
AUSTRALIA OR JAPAN



Appendix 1 - IMPORTANT INFORMATION ON THE PLACING



In this Appendix:-


'Affiliate'     means in relation to the Bank, any subsidiary undertaking of
                the Bank, any holding company of the Bank or any subsidiary of
                any holding company of the Bank;

the 'Bank' or   means Dresdner Kleinwort Wasserstein Limited;

'Dresdner
Kleinwort
Wasserstein'

the 'Company'   means Keller Group plc

the 'Placing'   means the conditional placing of 2,840,750 ordinary shares of
                10 pence each in the Company (the Placing Shares') at a price
                of 285p per Placing Share;

'Placees'       means the persons to whom shares are issued pursuant to the
                Placing and Placee shall mean any one of them; and


'Securities     means the United States Securities Act of 1933, as amended.
Act'





By participating in the Placing, each Placee represents, warrants,
acknowledges and agrees that:



1.              it and/or each person or body on whose behalf it is
participating (in whole or in part) in the Placing or to whom it allocates its
Placing Shares in whole or in part:



      (i)             has the capacity and authority and is entitled to enter 
into and perform its obligations as a subscriber of Placing Shares and will 
honour such obligations; and


      (ii)      has fully observed all laws of relevant jurisdictions and 
obtained all necessary governmental or other consents in either case which may 
be relevant or required in relation to the subscription by it of Placing Shares;


2.              it has not offered or sold and will not offer or sell any
Placing Shares in the United Kingdom except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (either as principal or agent) for the purposes of their
businesses or otherwise in circumstances which have not resulted and will not
result in offers to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995 or Schedule 11 to the Financial
Services and Markets Act 2000;



3.              it is not a U.S. Person (as defined in Regulation S under the
Securities Act) and the Placing Shares have not been and will not be
registered under the Securities Act and it will not offer or sell the Placing
Shares in the United States (only the Bank and their Affiliates being
permitted to offer or sell the Placing Shares in the United States in a
limited private placement pursuant to an exemption from the registration
requirements of the Securities Act and the offer or sale of the Placing Shares
in such private placement is subject to additional procedures);



4.              it has not engaged and will not engage in any 'directed
selling efforts' (as defined in Regulation S under the Securities Act) with
respect to the Placing Shares;



5.              the Placing Shares may not be deposited in any unrestricted
depositary receipt facility for the ordinary shares which may exist in the
United States unless and until such time as the holder establishes, to the
reasonable satisfaction of the Company and the depositary, that such shares
are no longer a 'restricted security' within the meaning of Rule 144(a)(3)
under the Securities Act and applicable State law;



6.              it is not a resident of Australia, Canada or Japan and the
Placing Shares have not been and will not be registered nor will a prospectus
be cleared in respect of any of the Placing Shares under the securities
legislation of Australia, Canada or Japan and, subject to certain exceptions
(with which it is the Placee's responsibility to comply), may not be offered,
sold, taken up, renounced or delivered or transferred, directly or indirectly,
within Australia, Canada or Japan;



7.              it has not relied on any information given or representations
or statements made by any person or the Company in connection with the Placing
other than information contained in this announcement and any information
previously published by the Company by notification to the Company
Announcements Office of the London Stock Exchange, and that before relying on
any previously published information it has made its own investigation and
satisfied itself that the information is still current;

8.              it understands that no disclosure or offering document has
been prepared in connection with the Placing Shares;


9.              neither the Bank nor any person acting on behalf of the Bank
has or shall have any liability for any publicly available or filed
information or representation relating to the Company, provided that nothing
in this paragraph excludes the liability of any person for fraudulent
misrepresentation made by that person;



10.          the Bank is not making any recommendations to it or advising it
regarding the suitability or merits of any transaction it may enter into in
connection with the Placing or otherwise. In addition, the Bank is not acting
for it, and will not be responsible to it for providing the protections
afforded to its customers or for advising it on the Placing;



11.          the issue to it of Placing Shares will not give rise to a
liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depositary receipts and clearance services);



12.          its rights and obligations hereunder will not be capable of
rescission or termination by the Placee;



13.          it has read and understood this announcement in its entirety and
it is an investment professional (within the meaning of article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2001);



14.          the Placing Shares will be issued subject to the terms and
conditions of this appendix; and



15.          this appendix and all documents and agreements into which this
appendix is incorporated by reference or otherwise validly forms a part will
be governed by and construed in accordance with English law;



16.          it acknowledges that the Company, the Bank and others will rely
upon the truth and accuracy of the foregoing representations, warranties and
acknowledgements; and



17.          it acknowledges that DrKW may in its absolute discretion
terminate in certain circumstances the Placing Agreement and it may not be
entitled to be allotted any Placing Shares.





END