Announcement of Publication of Prospectus

RNS Number : 5710L

Kier Group PLC

28 April 2015

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING HEREIN SHALL CONSTITUTE AN OFFERING OF NEW SHARES. NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF THE RIGHTS ISSUE. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY NIL PAID RIGHTS, FULLY PAID RIGHTS OR NEW SHARES MUST BE MADE ONLY ON THE BASIS OF THE INFORMATION CONTAINED IN AND INCORPORATED BY REFERENCE INTO THE PROSPECTUS IN CONNECTION WITH THE PROPOSED ACQUISITION AND RIGHTS ISSUE. COPIES OF THE PROSPECTUS ARE AVAILABLE FROM THE REGISTERED OFFICE OF KIER GROUP PLC AND ON ITS WEBSITE WWW.KIER.CO.UK.

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

KIER GROUP PLC ("Kier")

28 April 2015

Announcement of Publication of Prospectus

Further to the announcement earlier today by Kier, a copy of the combined circular and prospectus dated 28 April 2015 (the "Prospectus") relating to the proposed acquisition of Mouchel and the fully underwritten Rights Issue to raise gross proceeds of approximately £340m has been approved by the UK Listing Authority and submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. The Prospectus is also available at the Company's registered office at Tempsford Hall, Sandy, Bedfordshire, SG19 2BD and on the Company's website: www.kier.co.uk 

The Prospectus, which contains a notice convening a General Meeting to be held at 10.00 a.m. on 15 May 2015 at the offices of Linklaters LLP at One Silk Street, London EC2Y 8HQ, will be posted to Shareholders as soon as practicable.

For further information please contact:

J.P. Morgan Cazenove (Joint Financial Adviser, Joint Sponsor, Joint Bookrunner and Joint Broker to Kier)	[phone]
Robert Constant Christopher Dickinson Laurene Danon
Numis Securities (Joint Financial Adviser, Joint Sponsor, Joint Bookrunner and Joint Broker to Kier)	[phone]
Heraclis Economides
Christopher Wilkinson
Richard Thomas
Finsbury	[phone]
Faeth Birch	[phone]
Daniela Fleischmann	[phone]
Charlotte Whitley	[phone]

IMPORTANT NOTICE

This announcement has been issued by and is the sole responsibility of Kier Group plc.

This announcement is not a prospectus but an advertisement and investors should not acquire any Nil Paid Rights, Fully Paid Rights or New Shares referred to in this announcement except on the basis of the information contained in the Prospectus. 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. This announcement cannot be relied upon for any investment contract or decision. The information in this announcement is subject to change.

A copy of the Prospectus is available from the registered office of Kier and on Kier's website at www.kier.co.uk provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to Kier Shareholders in the Excluded Territories or (subject to certain exceptions) the United States.

Neither the content of Kier's website nor any website accessible by hyperlinks on Kier's website is incorporated in, or forms part of, this announcement. The Prospectus will give further details of the Nil Paid Rights, the Fully Paid Rights and the New Shares being offered pursuant to the Rights Issue.

This announcement is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, Nil Paid Rights, Fully Paid Rights or New Shares or to take up any entitlements to Nil Paid Rights in any jurisdiction in which such an offer or solicitation is unlawful. The information contained in this announcement is not for release, publication or distribution to persons in any of the Excluded Territories or the United States and should not be distributed, forwarded to or transmitted in or into any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

This announcement does not constitute, or form part of, an offer to sell or the solicitation of an offer to purchase or subscribe for any Company securities in any of the Excluded Territories or the United States. The Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights and the New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act") or under any securities laws of any state or other jurisdiction of the United States, and may not be offered, sold, taken up, exercised, resold, renounced, or otherwise transferred, directly or indirectly, in or into the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offering of the Provisional Allotment Letters, the Nil Paid Rights, the Fully Paid Rights or the New Shares in any of the Excluded Territories or the United States.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement 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. In particular, subject to certain exceptions, this announcement, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in any of the Excluded Territories or the United States.

This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each Shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

J.P. Morgan Securities plc, which is authorised in the United Kingdom by the Prudential Regulatory Authority and regulated by the Prudential Regulatory Authority and the FCA in the United Kingdom, and J.P. Morgan Limited and Numis Securities Limited, which are each authorised and regulated in the United Kingdom by the FCA, are each acting exclusively for the Company and no one else in connection with the Acquisition, the Rights Issue and Admission, will not regard any other person (whether or not a recipient of the Prospectus) as a client in relation to the Acquisition, 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 Acquisition, the Rights Issue, Admission or any other transaction or arrangement referred to herein.

None of the Banks accept any responsibility whatsoever for the contents of this announcement or the Prospectus, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company, the Nil Paid Rights, the Fully Paid Rights, the Provisional Allotment Letter, the New Shares, the Rights Issue or the Acquisition. The Banks accordingly disclaim all and any liability to the fullest extent permitted by law, whether arising in tort, contract or otherwise, which they might otherwise have in respect of this announcement or the Prospectus or any such statement.

The Underwriters may, in accordance with applicable laws and regulations and the terms of the Underwriting Agreement, engage in transactions in relation to the Provisional Allotment Letters, 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. Except as required by applicable laws or regulations, the Underwriters do not propose to make any public disclosure in relation to such transactions.

APPENDIX

Definitions

Acquisition	the acquisition of Mouchel by Kier Limited, pursuant to the Share Purchase Agreement
Admission	admission of the New Shares, nil paid, to (a) the Official List and (b) trading on the London Stock Exchange's main market for listed securities
Banks	J.P. Morgan Limited, J.P. Morgan Securities plc and Numis Securities Limited
Company or Kier Excluded Territories	Kier Group plc, a public limited company incorporated under the laws of England and Wales the Commonwealth of Australia, its territories and possessions, each province and territory of Canada, Japan and the Republic of South Africa and any other jurisdiction where the extension into or availability of the Rights Issue would breach any applicable law
Financial Conduct Authority or FCA	the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA
FSMA Fully Paid Rights	The Financial Services and Markets Act 2000, as amended rights to acquire New Shares, fully paid
General Meeting	the general meeting of the Company to be held at 10.00 a.m. on 15 May 2015 at the offices of Linklaters LLP at One Silk Street, London, EC2Y 8HQ, notice of which is set out in the Prospectus
London Stock Exchange	London Stock Exchange plc
Mouchel	MRBL Limited
Mouchel Investor Sellers	Barclays Converted Investments Limited, Globe Nominees Limited, Uberior Equity Limited, SIG 1 Holdings Limited
Mouchel Management Sellers	certain members of Mouchel's management who hold Mouchel Shares
Mouchel Sellers	the Mouchel Investor Sellers, the Mouchel Management Sellers and the Mouchel Trustee
Mouchel Shares Mouchel Trustee	ordinary shares of 0.0001p each in the capial of MRBL Limited Sanne Fiduciary Services Limited
New Shares	the 39,646,692 new Shares which the Company will allot and issue pursuant to the Rights Issue
Nil Paid Rights	rights to acquire New Shares, nil paid
Official List	the Official List of the FCA
Overseas Shareholders	Qualifying Shareholders with registered addresses in, or who are citizens, residents or nationals, of jurisdictions outside of the United Kingdom
Prospectus	the prospectus and circular issued by the Company in respect of the Rights Issue, together with any supplements or amendments thereto
Provisional Allotment Letter	the provisional allotment letter to be issued to Qualifying Non-CREST Shareholders (other than certain Overseas Shareholders)
Qualifying Non-CREST Shareholders	Qualifying Shareholders holding Shares in certificated form
Qualifying Shareholders	Shareholders on the register of members of the Company at the Record Date
Record Date	close of business on 13 May 2015
Rights Issue	the offer by way of rights to Qualifying Shareholders to subscribe for New Shares, on the terms and conditions set out in the Prospectus and, in the case of Qualifying Non-CREST Shareholders only, the Provisional Allotment Letter
Securities Act	the U.S. Securities Act of 1933, as amended
Share	an ordinary share of 1p each in the capital of the Company having the rights set out in the articles of association of the Company
Shareholders	holders of Shares
Share Purchase Agreement	the agreement entered into between and among the Company, Kier Limited and the Mouchel Sellers on 28 April 2015
UK or United Kingdom	the United Kingdom of Great Britain and Northern Ireland
Underwriters	J.P. Morgan Securities plc and Numis Securities Limited
Underwriting Agreement	the underwriting agreement described in paragraph 15.1 of Part XIII of the Prospectus
United States or U.S.	the United States of America, its territories and possessions, any state of the United States and the District of Columbia

 

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