Results of General Meeting

RNS Number : 3576N

Kier Group PLC

15 May 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")

15 May 2015

Results of General Meeting

Kier is pleased to announce that all of the resolutions set out in the Notice of General Meeting contained within the prospectus posted to shareholders on 28 April 2015 (the "Resolutions"), were passed at the General Meeting held at 10.00 a.m. today.

The table below shows the votes received for and against the Resolutions. The number of Shares in issue as at the date of the meeting was 55,505,368.

Resolution	For(1)	%	Against	%	Total cast	Votes withheld(2)
To approve the Acquisition	31,778,842	99.44	177,793	0.56	31,956,635	181,739
To authorise the Board to allot shares	31,774,579	99.42	185,068	0.58	31,959,647	178,727
To increase the aggregate amount of net borrowings allowed	31,674,544	99.25	238,324	0.75	31,912,868	225,506
To increase aggregate director remuneration	31,441,544	98.04	630,113	1.96	32,071,657	66,717
To disapply pre-emption rights	31,534,684	98.90	350,437	1.10	31,885,121	253,253

Notes:

(1) Any proxy appointments which gave discretion to the Chairman have been included in the "For" total.

(2) A "vote withheld" is not a vote in law and is therefore not counted towards the proportion of votes "For" and "Against" the Resolution.

The Record Date for entitlements under the Rights Issue was the close of business on 13 May 2015.

Qualifying non-CREST Shareholders (subject to certain exceptions) will be sent a Provisional Allotment Letter in connection with the Company's Rights Issue today and Qualifying CREST Shareholders (subject to certain exceptions) will receive a credit to their appropriate stock accounts in CREST in respect of the Nil Paid Rights to which they are entitled as soon as practicable after 8.00 a.m. on 18 May 2015.

Applications have been made to the UK Listing Authority for 39,646,692 New Shares to be admitted to the premium listing segment of the Official List and to the London Stock Exchange for the New Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. It is expected that Admission will become effective and dealings in New Shares will commence, nil paid, at 8.00 a.m. on 18 May 2015.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is 11.00 a.m. on 2 June 2015. It is anticipated that the Acquisition will complete towards the middle of June 2015.

A copy of the Resolutions passed at the General Meeting has been submitted to the National Storage Mechanism in accordance with rules 9.6.2 and 9.6.3 of the Listing Rules and will be available for inspection at http://www.morningstar.co.uk/uk/nsm. The voting figures will also shortly be available on the Company's website at www.kier.co.uk.

Defined terms used herein have the meanings given to them in the combined circular and prospectus issued by Kier dated 28 April 2015.

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
Daniela Fleischmann
Charlotte Whitley

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.

 

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