Acquisition

Keller Group PLC
7 September 2001



                               Keller Group plc

         Proposed Acquisition of the business and assets of Suncoast

Keller, the global construction services group, is renowned for innovative and
cost effective solutions to ground engineering problems and refurbishment
projects in thirty countries. Keller has unrivalled coverage in North America
and a strong presence in the UK, France and Germany.

Acquisition highlights

*  Proposed acquisition of the business and assets of Suncoast for a
   consideration of US$90.0m to be funded from the Group's  new bank facilities

*  Suncoast is a leading designer, fabricator and distributor of
   post-tension cable systems to the construction industry in the US

*  The market for post-tension reinforcement systems has experienced
   significant growth

*  Proposed acquisition represents a major step in Keller's
   development, providing growth opportunities in new specialist construction
   services markets outside Keller's traditional market of foundation services

*  The Directors expect the Acquisition to be earnings enhancing in the
   first full year of ownership

Dr J.M. West, Chairman of Keller, commented:

'Our recently announced interim results reflected a strong performance in the
US where the Group has not experienced any slowdown.  We are now delighted to
announce the proposed acquisition of this leading, niche US business which
will complement our existing operations in North America.  Suncoast is a
provider of specialist value-added services to the construction industry and
is well placed to take advantage of the growth opportunities which exist in
its target markets.'

Keller's management will make a presentation for analysts today at 10.30 a.m.
at the offices of Golin/Harris Ludgate, 111, Charterhouse Street, London EC1M
6AW (Smithfield - Charterhouse Square end of Charterhouse Street).

For further information contact:

Tom Dobson, Chief Executive       Keller Group plc               020 8341 6424

Justin Atkinson, Finance Director Keller Group plc               020 8341 6424

Richard Scholes, Director         Dresdner Kleinwort Wasserstein 020 7623 8000

Peter Gaze                        Golin/Harris Ludgate           020 7324 8888

Laurence Read                     Golin/Harris Ludgate           020 7324 8888

The Board accepts responsibility for the information contained in this
announcement. To the best of the knowledge and belief of the Board (which has
taken all reasonable care to ensure that such is the case), the information
contained in this announcement is in accordance with the facts and does not
omit anything likely to affect the import of such information.

Dresdner Kleinwort Wasserstein Limited ('Dresdner Kleinwort Wasserstein'),
which is regulated by The Securities and Futures Authority Limited in the
United Kingdom, is acting for Keller in relation to the transaction and no one
else and will not regard any other person as its customer nor 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 contents of this announcement or any matter referred to
herein. This summary should be read in conjunction with the full text of the
attached press release.


Proposed Acquisition of the business and assets of Suncoast

Introduction

The Board of Keller announces that Newco, a wholly owned subsidiary of Keller
Group, has entered into a conditional agreement to acquire the business and
assets of Suncoast - a leading designer, fabricator and distributor of
post-tension cable systems to the construction industry in the US. The
consideration payable upon Completion is US$90.0 million in cash, to be funded
from the Group's new bank facilities, details of which can be found in the
circular to be posted to Shareholders. Additional cash consideration of up to
an aggregate maximum of US$5.0 million may become payable  depending on the
profitability of Newco in the three years ending 31 December 2003.

In view of the size of the Acquisition in relation to the Company, Completion
is conditional on the approval of Keller Shareholders which is to be sought at
an EGM of the Company to be held on 25 September 2001. Completion is also
conditional upon the expiration of the statutory waiting period set by the US
Competition Authorities which is anticipated to expire on 17 September 2001.

Background to the Acquisition

In the Group's report and accounts for the year ended 31 December 2000, the
Chairman reported that while the Company's strategy was to continue to
strengthen its position as an international market leader in foundation
services, the Company was also committed to the expansion of its range of
specialist services.

In appraising acquisition opportunities, the Board has sought businesses
which, in particular are providers of specialist, value-added services to the
construction industry, are leaders in their target markets and offer growth
opportunities.

The Directors believe that the acquisition of the Suncoast Business meets
these criteria. The Acquisition represents a major step in Keller's
development outside Keller's traditional market of foundation services.
However, the Suncoast Business operates in markets and locations which
complement Keller's existing US operations and will, the Directors believe,
benefit from the application of Keller's management, contracting and
specialist engineering skills.

Information on the Suncoast Business

Suncoast, founded in 1983 and headquartered in Houston, Texas, operates from
12 locations in six states in the US. However, its principal operations are in
Texas, Arizona and California.

Suncoast is a leading designer, fabricator, distributor and installer of
post-tension cable systems in the US. Post-tension cable systems are used to
reinforce concrete foundations and structural spans, enhancing their
load-bearing capacity by applying a compressive force to the concrete once
set. Post-tension technology has been used in the US since the mid 1960s and
has been used increasingly in the residential and commercial construction
markets.  The Directors believe that this trend has been driven by the cost
savings in labour and materials and the enhanced design flexibility
post-tension reinforcement systems offer compared to more traditional
reinforcement methods. Post-tension reinforcement foundation slabs are
particularly appropriate to the soil conditions found in Texas, California and
Arizona.   The Directors believe that it is principally as a result of this,
together with the favourable population and employment demographics which
promote new-build housing demand, these states are the most active
post-tension markets in the US.

The market for post-tension reinforcement systems has experienced significant
growth. Annual growth rates in the use of post-tension systems in the US
residential market averaged 26 per cent. in the period 1990-2000 compared to
only 4 per cent. annual growth rates in new house construction over the same
period.

Suncoast provides post-tension systems to two principal construction markets:

*  the concrete foundation slabs market (known as 'the slab-on-grade'
market), primarily for use in connection with the construction of single
family homes but also relating to multi-family developments, industrial,
warehouse and recreational foundation slabs. Sales to the slab-on-grade
markets represented approximately 60 per cent. of Suncoast's revenue in the
year ended 30 September 2000.

*  the commercial construction market, (referred to as the 'high-rise'
market) relating to the use of concrete structural spans and beams in a wide
range of concrete framed structures, including hotels, casinos, sports stadia
and parking garages. High rise markets contributed approximately 24 per cent.
of Suncoast's revenue in the year ended 30 September 2000. Customers for this
product include commercial general contractors and concrete frame contractors.

Suncoast also offers a complete reinforced steel bar (known as 'rebar') design
and supply package to support its slab-on-grade post-tensioning activity.
Rebar is offered with Suncoast's post-tension systems as part of a concrete
reinforcement solution or for use on a stand-alone basis. This complementary
product area represented approximately 16 per cent. of Suncoast's revenue in
the year ended 30 September 2000.

Suncoast's slab-on-grade post-tension system provides homebuilders and
concrete contractors with a reinforcement system for concrete foundations.
Suncoast is able to offer a full service involving the design, fabrication,
delivery, installation and stressing of post-tension systems in its markets in
Texas, California and Arizona.

As at 30 September 2000 Suncoast had 708 employees, of which 259 were directly
involved in fabrication, 192 were in delivery and installation, 60 were
involved in engineering, 33 made up the sales team, 52 were warehouse staff
and 112 were involved in administration. These numbers include 12 degree
engineers and 43 Auto CAD technicians.

Financial information on the Suncoast Business

A summary of the financial performance of the Suncoast Business is given
below.


                                            30 September
                                         1998      1999      2000
                                      US$'000   US$'000   US$'000

Turnover                               54,324    78,798   113,039

Operating profit before depreciation,   4,516     6,747    10,916
amortisation of         
goodwill and management charges (EBITDA)

Net assets                              6,137    18,806    38,973

The EBITDA figure for 2000 is after a provision of US$1.5 million in respect
of the MHI Customer Product Claim. Under the terms of the Acquisition
Agreement this customer claim is excluded from the Acquisition.

Suncoast has experienced significant increases in turnover and operating
profit in the three years ended 30 September 2000, as a result of both organic
growth and acquisition.

Organic sales growth has been principally driven by the increased adoption of
post-tension technology in the slab-on-grade and commercial construction
markets and geographic expansion into California and Arizona. Enhancements in
operating margin have come from increased economies of scale, partly due to
reduced raw material costs. In addition, Suncoast has also grown by
acquisition, most significantly through the acquisition of Pioneer, a
Houston-based competitor, in October 1999.

The most recent audited results for Suncoast are in respect of the year ended
30 September 2000.  The Directors believe that Suncoast has performed strongly
since that date.

Following completion the Suncoast Business' accounting reference date will be
31 December in line with Keller Group's financial reporting period.

Principal terms and conditions of the Acquisition

Under the terms of the Acquisition Agreement, Newco will acquire the Suncoast
Business for US$90.0 million, which will be satisfied by the payment of
US$88.5 million in cash on Completion to the Vendor and US$1.5 million into an
escrow account.  The Acquisition is to be funded from new banking facilities.
In addition, contingent consideration up to an aggregate  maximum of US$5.0
million in cash may become payable under an earn-out arrangement, on the basis
of 50 cents for every dollar by which the EBITDA of Newco in any of the three
years ending 31 December 2003 exceeds US$18.0 million. The amount of any
additional consideration which may become payable in respect of the year ended
31 December 2001 is capped at US$0.5 million.  The obligations of Newco under
the Acquistion Agreement are guaranteed by Keller Foundations, Inc.  The
obligations of Suncoast are guaranteed by Travis and Travis International,
Inc.  (Travis' holding company).

Specifically excluded from the Acquisition are third party debt, inter company
balances and certain other liabilities.  The Suncoast Business is being
acquired free of any bank indebtedness.  The aggregate effect of the exclusion
of these liabilities on the balance sheet of Suncoast as at 30 September 2000
is to increase net assets by US$0.3 million to US$39.3 million.

The Acquisition Agreement provides for a working capital adjustment at
Completion, under which Newco will make a payment to the Vendor on a dollar
for dollar basis to the extent that the adjusted working capital exceeds
US$21.0 million, and will receive a payment from the Vendor on a dollar for
dollar basis to the extent the adjusted working capital is less than US$21.0
million. In no event will the payment by Newco exceed US$2.0 million.

The US$1.5 million to be paid into the escrow account is to be held in escrow
for a period of 18 months following Completion and will be used to meet any
claims under the warranties given by the Vendor in the Acquisition Agreement.

In order to finance the Acquisition and the working capital requirements of
the Enlarged Group, the Board has negotiated new banking facilities comprising
a term loan of US$70.0 million, a revolving credit facility of £40.0 million
and a working capital facility of £12.5 million. These facilities are to be
provided by a consortium of banks led by Keller's existing principal lender
Bank of Scotland and includes First Union, the Group's principal lender in the
US.

The Acquisition is conditional on the approval of Keller Shareholders which is
being sought at an EGM of the Company to be held on 25 September 2001 and the
expiration of the applicable statutory waiting period set by the US
Competition Authorities which is anticipated to expire on 17 September 2001.

Financial effects of the Acquisition

The Directors expect the Acquisition to be earnings enhancing in the first
full year of ownership by Newco. (This statement should not be interpreted to
mean that the Enlarged Group's future earnings per share will necessarily be
greater than the historic earnings per share of Keller).

Net debt in the pro forma statement (as set out in the circular to
Shareholders) is £82.9 million compared to £14.8 million in the unaudited
interim results for the six months ended 30 June 2001. While this represents a
significant increase in debt, the Directors believe that the Enlarged Group
will have pro forma interest cover (in relation to EBITDA) of approximately
seven times and benefit from enhanced balance sheet efficiency.

The Acquisition will give rise to goodwill, which will be capitalised and
amortised over its estimated useful life of 20 years.  If the Acquisition had
occurred on 30 June 2001, the Acquisition would have given rise to
approximately £40.2 million of goodwill based on the audited balance sheet of
Suncoast at 30 September 2000.  The Directors have been advised that by buying
the assets of Suncoast rather than shares under current US tax regulations,
the amortisation of  goodwill will be an allowable expense for tax purposes,
over a 15 year period.

Prospects for the Suncoast Business

The Board believes that the Suncoast Business is well placed to take advantage
of the growth opportunities summarised below which exist in its target
markets.

*  Continued technology transfer in the slab-on-grade market from
traditional foundation methods to post-tension foundation systems. This
transfer is principally driven by the savings which a contractor can achieve
in material and labour costs, using a post-tension reinforcement system
compared to traditional methods.

*  Continued favourable demographics supporting new housing demand in
Suncoast's core markets in Texas, Arizona and California. In addition, the
Directors have identified opportunities for the geographical expansion of the
slab-on-grade foundation and post-tension technologies outside Suncoast's
current core residential markets.  Such expansion is driven by the cost
savings detailed above and the applicability of slab-on-grade foundations to
unstable soil conditions.

*  Increased penetration of post-tension systems in the commercial or '
high-rise' construction markets. The penetration of post-tension technology in
these markets is again being driven by material and labour cost savings and,
in addition, by the enhanced design flexibility of post-tensioned concrete.

*  The post-tension industry is highly fragmented with many small
regional suppliers focusing on specific geographic markets. The Directors
therefore believe there may be a number of consolidation opportunities.

Suncoast has experienced management who will be staying with the Suncoast
Business after Completion to pursue these opportunities. They include
Suncoast's founder and executive vice president who have been with the
Suncoast Business since it was founded in 1983 and since 1991, respectively.
In addition, Keller will appoint a new Chief Operating Officer to Suncoast who
has worked for Keller for nearly twenty years and has considerable US
management experience.

Current trading and prospects of the Enlarged Group

On 29 August 2001 the Board announced the unaudited interim results of the
Group for the six months ended 30 June 2001.

As evidenced by the strong results posted by Keller's US businesses in these
interim results, Keller has not experienced any downturn in its US
construction businesses.

In respect of current trading the Board anticipates a good third quarter this
year due to a strong order book at 30 June 2001 and an order intake totalling
£65 million in July 2001, which is a record for any one month. With the
strength of the Group's US business performance continuing and current year
trading of the Suncoast Business remaining strong, allied with the anticipated
improvement in the Group's UK results and a stable performance in Continental
Europe, the Board believes that the prospects for the current financial year
are good.

Circular

A circular to Shareholders (including a notice covering the Extraordinary
General Meeting) will be posted as soon as practicable.


Definitions

'Acquisition         the conditional agreement dated 7 September 2001 between
Agreement'           Suncoast (1), Newco (2),  Keller Foundations, Inc. (3),
                     American Packing & Gasket Company (4), Travis
                     International, Inc. (5) and Travis (6) providing for the
                     acquisition by Newco of the business and assets of
                     Suncoast

'Acquisition'        the proposed acquisition of the business and assets of
                     Suncoast by Newco pursuant to the Acquisition Agreement

the 'Suncoast        the business of design, manufacture, delivery,
Business' or the '   installation and stressing of post-tension cable systems
business and assets  and design and supply of reinforced steel bar known as '
of Suncoast'         rebar' of Suncoast and substantially all of the assets
                     relating thereof which are to be acquired by Newco on the
                     terms of the Acquisition Agreement

'Company' or 'Keller' Keller Group plc

'Completion'         completion of the Acquisition in accordance with the
                     provisions of the Acquisition Agreement, which must take
                     place by 1 October 2001 or by such later date as is agreed
                     in writing by the parties thereto

'Directors' or       the current directors of the Company
'Board'

'EBITDA'             earnings before interest, tax, depreciation and
                     amortisation

'Enlarged Group'     the Group as enlarged by the Acquisition following
                     Completion

'Extraordinary       the extraordinary general meeting of the Company convened
General Meeting' or  for 10.00 a.m. on 25 September 2001 at the offices of
'EGM'                Dresdner Kleinwort Wasserstein (or any adjournment of it),
                     notice of which is contained in the circular to be posted
                     to Shareholders

'Group' or 'Keller   Keller and its subsidiary undertakings
Group'

'MHI Customer        any claim for any loss, damage or expense arising out of
Product Claim'       the Vendor's provision of services or products in
                     connection with the construction of residential homes on a
                     project pursuant to a settlement agreement dated 15 August
                     2000 made between De-Ro Suncoast, Inc. and MHI
                     Partnership, Limited

'Newco' or '         Keller Suncoast, L.P., a Delaware limited partnership
Purchaser'           incorporated for the purposes of the Acquisition

'Pioneer'            Pioneer South Central, Inc., a Texas corporation (formerly
                     known as Pioneer Concrete of Texas, Inc.), acquired by
                     Suncoast in October 1999

'Suncoast' or '      Suncoast Post-Tension, Inc.
Vendor'

'Shareholders' or '  holders of Ordinary Shares
Keller Shareholders'

'Travis'             Travis Interco, Inc., a Delaware corporation, the holding
                     company of Suncoast

'UK Listing          the Financial Services Authority acting in its capacity as
Authority'           the competent authority for the purposes of Part IVF of
                     the Financial Services Act 1986 (as amended)

'US' or 'United      the United States of America
States'

'US Competition      United States Federal Trade Commission and United States
Authorities'         Department of Justice


ENDS