Results of General Meeting

RNS Number : 0781H

Kier Group PLC

14 June 2013

 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

For Immediate Release

14 June 2013

Kier Group plc

Results of General Meeting

Kier Group plc ("Kier") is pleased to announce that all resolutions proposed at its general meeting held earlier today in connection with the recommended cash and share acquisition of May Gurney Integrated Services PLC ("May Gurney") (the "Acquisition") were voted on, and passed, by way of a poll. The results of the poll for each resolution are shown below:

Resolution	Votes in favour	Votes against	Votes withheld
1         To approve the Acquisition and empower directors to take any and all steps necessary to implement the Acquisition.	18,776,988 (99.58%)	78,493 (0.42%)	45,586
2         To authorise directors to allot shares and grant rights to subscribe for, or convert securities into, shares in connection with the Acquisition.	18,772,200 (99.56%)	83,050 (0.44%)	45,817
3         To increase the limit on borrowings by the Company and its subsidiaries under the Company's Articles of Association.	18,803,165 (99.57%)	82,039 (0.43%)	15,863

The poll results will be available shortly on Kier's website at www.kier.co.uk.

A copy of each of the resolutions passed at the general meeting has been submitted to the Financial Conduct Authority and will be available for inspection via the National Storage Mechanism website at http://www.morningstar.co.uk/uk/NSM. These resolutions are also set out in the Notice of General Meeting contained in the combined circular and prospectus relating to the Acquisition dated 14 May 2013 (the "Prospectus"), which is available on Kier's website at www.kier.co.uk.

Completion of the Acquisition is expected to occur on 8 July 2013 but remains conditional upon, amongst other things, completion of the Court process which is set out in the Scheme Document.

Capitalised terms used but not defined in this announcement have the same meanings as set out in the Prospectus.

Enquiries

Kier Paul Sheffield Haydn Mursell Hugh Raven

[phone]

J.P. Morgan Cazenove (financial adviser, sponsor and broker to Kier) Andrew Truscott Christopher Dickinson Virginia Khoo

[phone]

Numis Securities (financial adviser, sponsor and broker to Kier) Heraclis Economides Christopher Wilkinson

[phone]

RLM Finsbury (PR adviser to Kier) Faeth Birch Charlotte Whitley

[phone] [phone] [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 Joint Sponsor, 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 J.P. Morgan Cazenove or for providing advice in relation to the Acquisition, or 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 Joint Sponsor, 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.

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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