Publication of Prospectus

RNS Number : 6975E

Kier Group PLC

14 May 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY RESTRICTED JURISDICTIONS OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

For immediate release

14 May 2013

Kier Group plc

Publication of Prospectus

Further to the announcement by Kier Group plc ("Kier") on 24 April 2013 relating to the recommended offer for May Gurney Integrated Services PLC ("May Gurney") (the "Acquisition"), Kier announces that the UK Listing Authority has approved a combined class 1 circular and prospectus dated 14 May 2013 (the "Prospectus").

Kier Shareholders will shortly receive, amongst other documents, a copy of the Prospectus relating to the New Shares to be issued by Kier in connection with the Acquisition. As set out in the Prospectus, the Kier General Meeting will be held on 14 June 2013 at 10.00 a.m. at the offices of Linklaters LLP, One Silk Street, London, EC2Y 8HQ to allow Kier Shareholders to vote on the resolutions required to approve and implement the Acquisition and related matters.

May Gurney Shareholders will shortly receive, amongst other documents, a copy of the Scheme Document. The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement, notices of the required meetings, a timetable of principal events and details of the action to be taken by May Gurney Shareholders. As set out in the Scheme Document, the May Gurney Court Meeting and May Gurney General Meeting will be held on 13 June 2013 at 10.00 a.m. and 10.15 a.m. respectively at the offices of Eversheds LLP, One Wood Street, London, EC2V 7WS to allow May Gurney Shareholders to vote on the resolutions required to approve and implement the Scheme and the Acquisition.

Completion of the Acquisition is conditional upon, amongst other things, approval of the Acquisition by  Kier Shareholders and May Gurney Shareholders and completion of the Court process as further set out in the Scheme Document.

The expected timetable of principal events is as follows:

Last time and date for receipt of Forms of Proxy for the
Kier General Meeting .......................................................................... By 10.00 a.m. on 12 June 2013

May Gurney Court Meeting....................................................................... 10.00 a.m. on 13 June 2013

May Gurney General Meeting.................................................................... 10.15 a.m. on 13 June 2013

Kier General Meeting................................................................................ 10.00 a.m. on 14 June 2013

Scheme Court Hearing (to sanction the Scheme)................................................................ 3 July 2013

Last day of dealings in, and for registration of transfers and
disablement in CREST of, May Gurney Shares................................................................... 3 July 2013

Suspension of trading on AIM of May Gurney Shares.................................. By 5.00 p.m. on 3 July 2013

Scheme Record Time/Record Time for May Gurney
Second Interim Dividend .................................................................................................. 4 July 2013

Reduction Court Hearing (to sanction the Capital Reduction)
and Court order filed with the Registrar of Companies. ........................................................ 5 July 2013

Effective Date ................................................................................................................. 5 July 2013

Issue of the New Kier Shares and crediting of the New Kier Shares
in uncertificated form to CREST accounts.......................................................................... 8 July 2013

Admission and commencement of dealing on the London Stock
Exchange of the New Kier Shares (and cancellation of
admission to trading on AIM of May Gurney Shares) .................................. By 8.00 a.m. on 8 July 2013

Latest date for despatch of cheques and share certificates for
the New Kier Shares or settlement through CREST in respect
of the cash consideration payable to Scheme Shareholders.............................................. 22 July 2013

Long stop date, being the date by which the Scheme must be
implemented ............................................................................................................  24 October 2013

All times stated above are London times. The dates and times given are indicative only and are based on Kier's and May Gurney's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to Kier Shareholders and May Gurney Shareholders by announcement through the Regulatory News Service of the London Stock Exchange.

Copies of the Prospectus and Scheme Document are available for inspection on Kier's website at http://www.kier.co.uk/ or can be inspected at Kier's registered office: Tempsford Hall, Sandy, Bedfordshire, SG19 2BD. A copy of the Prospectus and the Scheme Document will also be submitted to the National Storage Mechanism, where it will be available for inspection at www.morningstar.co.uk/uk/NSM.

Capitalised terms not otherwise defined in this announcement shall have the meaning given to them in the announcement made by Kier on 24 April 2013.

For further information, please contact:

Enquiries

Kier	[phone]
Paul Sheffield Haydn Mursell
J.P. Morgan Cazenove (financial adviser, sponsor and broker to Kier)	[phone]
Andrew Truscott
Christopher Dickinson
Virginia Khoo Numis Securities (financial adviser, sponsor and broker to Kier)	[phone]
Heraclis Economides
Christopher Wilkinson
RLM Finsbury (PR adviser to Kier)	[phone]
Faeth Birch	[phone]
Charlotte Whitley	[phone]

Disclaimer

The contents of this announcement do not constitute or form part of an offer of or invitation to sell or issue or any solicitation of any offer to purchase or subscribe for any securities for sale in any jurisdiction nor shall they (or any part of them) or the fact of their distribution form the basis of, or be relied upon in connection with, or act as an inducement to enter into, any contract or commitment to do so.

This announcement does not constitute a prospectus or prospectus equivalent document but is an advertisement and investors should not subscribe for or purchase any New Kier Shares except on the basis of the information contained in the Prospectus and the Scheme Document. No money, securities or other consideration is being solicited and, if sent in response to the information herein, will not be accepted. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document and Prospectus.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Kier Shares at the Kier General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Kier General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law, the Listing Rules, the rules of the London Stock Exchange and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Copies of this announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction. If the Acquisition is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

Any securities to be issued in connection with the Acquisition have not been and will not be registered under the US Securities Act of 1933 (the "US Securities Act"), or under the securities laws of any state, district or other jurisdiction of the United States. Accordingly, such securities may not be offered, sold or delivered, directly or indirectly, in or into such jurisdictions except pursuant to exemptions from, or transactions not subject to, the registration requirements of the United States. It is expected that the New Kier Shares will be issued in reliance upon the exemption from such registration provided by Section 3(a)(10) of the US Securities Act. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of Kier or May Gurney prior to, or of the Enlarged Group after, the Effective Date will be subject to certain transfer restrictions relating to the Kier Shares received in connection with the Acquisition.

J.P. Morgan Limited, which conducts its UK investment banking businesses as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised and regulated in the United Kingdom by the FCA. J.P. Morgan Cazenove is acting as corporate broker and financial adviser to Kier and no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kier for providing the protections afforded to clients of J.P. Morgan Cazenove or for providing advice in relation to the Acquisition, or for providing advice in relation to any other matters referred to herein.

Numis Securities Limited is authorised and regulated in the United Kingdom by the FCA. Numis Securities Limited is acting as corporate broker and financial adviser to Kier and for no one else in connection with the Acquisition and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Kier for providing the protections afforded to clients of Numis Securities Limited, or for providing advice in relation to the Acquisition, or any other matters referred to herein.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for May Gurney and no one else in connection with the Acquisition and will not be responsible to anyone other than May Gurney for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the Acquisition, or any matter referred to in this announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to May Gurney and for no one else in connection with the Acquisition and will not be responsible to anyone other than May Gurney for providing the protections afforded to clients of Peel Hunt LLP or for providing advice in relation to the Acquisition, or any matter referred to in this announcement.

You may request a hard copy of this announcement by contacting Sneha Sinha of J.P. Morgan Cazenove at [e-mail] or by submitting a request in writing to Sneha Sinha at J.P. Morgan Cazenove, 25 Bank Street, London, E14 5JP. It is important that you note that unless you make such a request, a hard copy of this announcement will not be sent to you. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

 

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