Proposed Secondary Placing Of Ordinary Shares

RNS Number : 0370Z

Keller Group PLC

09 March 2012

 



Embargoed until 7 a.m. on 9 March 2012

 

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

Keller Group PLC ("Keller" or "the Company")

9 March 2012

PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN KELLER GROUP PLC ("KELLER" OR "THE COMPANY")

The Board of Keller announces it has been advised by GTCEISU Construccion S.A. ("the Vendor") that they intend to sell approximately 3.7 million existing ordinary shares in the Company via an accelerated bookbuild placing ("the Placing"). This represents in aggregate approximately 5.7% per cent of the total issued share capital of Keller.

The Vendor acquired its stake in Keller in 2002 as part of the joint venture arrangements entered into by the Company and the Vendor upon creation of Keller-Terra S.L. ("the Joint Venture"), Keller's subsidiary in Spain. Pedro Lopez Jimenez, a Non-executive Director of Keller, is the Chairman and a beneficial shareholder of the Vendor. The Vendor will use the proceeds of the placing to continue the development of its own international business. If all of the above shares are sold, the Vendor will no longer have a shareholding in the Company, but the day-to-day operation of the Joint Venture will not be affected by the proposed disposal.

The Placing will be managed by Investec and Jefferies Hoare Govett, acting as joint Bookrunners. The amount of the Placing proceeds, the number of ordinary shares in the Placing ("Placing Shares") and the placing price will be decided at the close of the accelerated bookbuilding period.

The books for the Placing will open with immediate effect. Pricing and allocations are expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of the joint Bookrunners.

Enquiries:

Investec                                   [phone]

Keith Anderson

James Rudd

Cara Griffiths

Jefferies Hoare Govett             [phone]

Simon Hardy

Lee Morton

RLM Finsbury                           [phone]

James Leviton

Each of Investec and Jefferies Hoare Govett is acting on the Placing and will not be responsible to anyone other than its client for providing the protections afforded to its clients, nor for providing advice in relation to the Placing, the contents of this announcement, or any transaction or arrangement referred to herein.

This announcement is for information purposes only and does not constitute or form part of an offer or invitation to acquire or dispose of any securities of Keller, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including the United States ("US"), Canada, Australia or Japan. Keller's shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended, or under the securities legislation of any state of the US and may not be offered or sold in the US absent registration or an exemption from registration.

Keller's shares may not, directly or indirectly, be offered or sold within the US, Canada, Australia or Japan or offered or sold to a resident of Canada, Australia or Japan. No public offering of securities is being made in the US.

This announcement is not for publication or distribution to persons in the US, its territories or possessions or to any US person (within the meaning of Regulation S under the US Securities Act of 1933, as amended). Neither this announcement nor any copy of it may be taken or transmitted into Australia, Canada or Japan or to Canadian persons or to any securities analyst or other person in any of those jurisdictions. Any failure to comply with this restriction may constitute a violation of US, Australian, Canadian or Japanese securities law. The distribution of this announcement in certain other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.

This announcement and any offer of securities to which it relates are only addressed to and directed at persons who are (1) qualified investors within the meaning of directive 2003/71/ec and any relevant implementing measures (the prospectus directive) and (2) who have professional experience in matters relating to investments who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (all such persons together being referred to as "relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. 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.

 

END

 

 

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