Successful completion of Accelerated Bookbuild

RNS Number : 5860Y

Kier Group PLC

13 May 2021

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BREACH ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NEITHER THIS ANNOUNCEMENT NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF, OR BE RELIED UPON IN CONNECTION WITH, ANY OFFER OR COMMITMENT WHATSOEVER IN ANY JURISDICTION. ANY DECISION TO PURCHASE, SUBSCRIBE FOR, OTHERWISE ACQUIRE, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT MUST BE MADE SOLELY ON THE BASIS OF THE INFORMATION THAT IS CONTAINED IN THE PROSPECTUS TO BE PUBLISHED BY THE COMPANY IN DUE COURSE.

KIER GROUP PLC
("Kier" or the "Company")

Successful completion of c.£241 million Accelerated Bookbuild

Further to the Company's announcement this morning regarding the proposed c.£241 million Capital Raise, the Company announces the successful completion of the bookbuilding process for the Firm Placing and conditional Placing of Open Offer Shares, which has now closed. The Company has conditionally placed 284,049,829 New Ordinary Shares at an issue price of  85 pence per share (the "Issue Price") , raising gross proceeds of approximately £ 241 million.

Capitalised terms not otherwise defined in this announcement have the meanings given to them in the announcement made by the Company at 7.00 a.m. this morning.

Capital Raise Highlights:

· £120.6 million raised pursuant to the Firm Placing, the Firm Placees have agreed to subscribe for 141,851,386   Firm Placing Shares at the Issue Price.

· £120.6 million raised pursuant to the Placing and Open Offer, the Joint Bookrunners have placed 141,851,386 Open Offer Shares at the Issue Price with the Conditional Placees, subject to clawback to satisfy valid applications by Qualifying Shareholders under the Open Offer.

· The Directors have subscribed for approximately £0.3 million in aggregate through a direct subscription of 347,057 New Ordinary Shares with the Company.

Open Offer:

The Company intends to provide all Qualifying Shareholders (other than those resident or located in certain restricted jurisdictions) with the opportunity to subscribe for an aggregate of up to  141,851,386 Open Offer Shares at the Issue Price, on and subject to the terms and conditions of the Open Offer, pro rata to their holdings of Existing Ordinary Shares, on the basis of:

7 Open Offer Shares for every 8   Existing Ordinary Shares held at the Record Date

In addition, Qualifying Shareholders will be able to apply for excess entitlements in the Open Offer of up to 1x their basic entitlement, subject to Open Offer Shares being available to satisfy such excess entitlements, to allow them to maintain their pro-rata shareholding in Kier, through an excess application facility.

The Company intends shortly to publish the Prospectus, containing relevant information regarding the Open Offer and incorporating the Notice of General Meeting, and Shareholders should read the Prospectus in full before making any application for Open Offer Shares and/or Excess Open Offer Shares.

The Firm Placing and the Placing and Open Offer are conditional, inter alia, upon:

(i)  the Resolutions having been passed by Shareholders at the General Meeting;

(ii)  the Underwriting Agreement having become unconditional in all respects, save for the condition relating to Admission, and not having been terminated in accordance with its terms before Admission occurs; and

(iii)  completion under the sale and purchase agreement relating to the Kier Living Disposal having occurred (including the Company having received the proceeds due to it in respect of the Kier Living Disposal); and

(iv)  Admission having become effective by not later than 8.00 a.m. on 18 June 2021 (or such later time and/or date as the Joint Bookrunners, the Sponsor and Kier may agree, not being later than 3.00 p.m. 25 June 2021).

If any of the conditions are not satisfied or, if applicable, waived, then the Firm Placing and Placing and Open Offer will not take place.

Andrew Davies, CEO, commented:

"Today's proposed capital raise represents the final milestone in the Group's strategy to simplify the Group; to improve cash generation; and to strengthen our balance sheet. This capital raise will provide Kier with the financial and operational flexibility to continue to pursue our strategic objectives, within our chosen markets, and to facilitate investment in the business to help drive sustainable, profitable organic growth and the achievement of our medium-term financial targets".

"On behalf of the Board, I would like to thank our existing shareholders for their continued support and welcome new investors who will become shareholders as a result of this capital raise."

For further information, please contact:

Kier Group plc Investor Relations Kier Press office	[phone] [phone]
Rothschild & Co Financial Adviser and Sponsor John Deans, Neil Thwaites, Shannon Nicholls	[phone]
Numis Securities Joint Bookrunner and Joint Broker Jonathan Wilcox, Richard Thomas, Jamie Loughborough, Howard Seymour, Hannah Boros	[phone]
Peel Hunt Joint Bookrunner and Joint Broker Harry Nicholas, Charles Batten, Sam Cann, John Welch, Alastair Rae (Syndicate)	[phone]
FTI Consulting: Richard Mountain, Nick Hasell	[phone]

KEY DATES FOR THE CAPITAL RAISE

Record Date for entitlements under the Open Offer	5.00 p.m. on 12 May 2021
Publication of the Prospectus, the Notice of General Meeting and the Form of Proxy	13 May 2021
Ex-Entitlement Date for the Open Offer	8.00 a.m. on 14 May 2021
Posting of the Prospectus, Application Forms (to Qualifying Non-CREST Shareholders only) and Forms of Proxy	17 May 2021
Open Offer Entitlements and Excess Open Offer Entitlements credited to stock accounts in CREST (Qualifying CREST Shareholders only)	as soon as practicable after 8.00 a.m. on 18 May 2021
Latest time and date for receipt of Forms of Proxy	10.00 a.m. on 14 June 2021
Latest time and date for receipt of completed Application Forms and payments in full and settlement of CREST instructions (as appropriate)	11.00 a.m. on 14 June 2021
Announcement of the results of the Open Offer	15 June 2021
General Meeting	10.00 a.m. on 16 June 2021
Admission and dealings in New Ordinary Shares to commence on the London Stock Exchange	8.00 a.m. on 18 June 2021

CAPITAL RAISE STATISTICS

Number of Shares in issue on 12 May 2021		162,115,870
Number of Firm Placing Shares to be issued by the Company pursuant to the Firm Placing		141,851,386
Number of Open Offer Shares to be issued by the Company pursuant to the Placing and Open Offer		141,851,386
Number of Subscription Shares to be issued by the Company pursuant to the Director Subscriptions		347,057
Aggregate number of New Ordinary Shares to be issued by the Company pursuant to the Capital Raise		284,049,829
Enlarged Share Capital immediately following completion of the Capital Raise		446,165,699
New Ordinary Shares as a percentage of Enlarged Share Capital immediately following completion of the Capital Raise (2)		63.7 per cent.
Open Offer Entitlement		7 New Ordinary Shares for every 8 Existing Ordinary Shares
Issue Price		85 pence
Discount of the Issue Price to the Closing Price of 102.4 pence per Share on 12 May 2021		17.0 per cent.
Estimated fees, costs and expenses in connection with the Capital Raise		£12.7 million
Estimated net proceeds of the Capital Raise receivable by the Company.		£228.7 million

ADMISSION

Applications will be made to the FCA for admission of the New Ordinary Shares to listing on the premium listing segment of the Official List of the FCA and to the London Stock Exchange for admission of the New Ordinary Shares to trading on its main market for listed securities. Subject to the conditions above being satisfied, it is expected that Admission will become effective on 18 June 2021 and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on the same day.

The New Ordinary Shares will be issued credited as fully paid and will rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on the Existing Ordinary Shares by reference to a record date on or after Admission.

MARKET ABUSE REGULATION

This Announcement contains inside information for the purposes of EU MAR and UK MAR (together, "MAR"). In addition, market soundings (as defined in MAR) were taken in respect of the matters contained in this Announcement, with the result that certain persons became aware of such inside information as permitted by MAR. That inside information is set out in this Announcement and has been disclosed as soon as possible in accordance with paragraph 7 of article 17 of both EU MAR and UK MAR. Upon the publication of this Announcement, the inside information is now considered to be in the public domain and such persons shall therefore cease to be in possession of inside information in relation to the Company and its securities. 

The person who arranged the release of this Announcement on behalf of Kier was Phil Higgins, Company Secretary.

IMPORTANT NOTICES

This Announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company and the Group. This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". The words "believe," "estimate," "target," "anticipate," "expect," "could," "would," "intend," "aim," "plan," "predict," "continue," "assume," "positioned," "may," "will," "should," "shall," "risk", their negatives and other similar expressions that are predictions of or indicate future events and future trends identify forward-looking statements. Forward-looking statements in this Announcement include, but are not limited to, statements about: the conditions to the Capital Raise becoming effective being met, and the current development and aftermath of the COVID-19 pandemic. An investor should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors that are in many cases beyond the control of the Company or the Group. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company cautions investors that forward-looking statements are not guarantees of future performance and that its actual results of operations and financial condition, and the development of the industry in which it operates, may differ materially from those made in or suggested by the forward-looking statements contained in this Announcement and/or information incorporated by reference into this Announcement. In addition, even if the Company's or the Group's results of operation, financial position and growth, and the development of the markets and the industry in which the Group operates, are consistent with the forward-looking statements contained in this Announcement, these results or developments may not be indicative of results or developments in subsequent periods. The cautionary statements set forth above should be considered in connection with any subsequent written or oral forward-looking statements that the Company, or persons acting on its behalf, may issue.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), Numis Securities Limited and Peel Hunt LLP, which are each authorised and regulated in the UK by the FCA, are each acting exclusively for the Company and no one else in connection with the contents of this Announcement, the Capital Raise and any other matters referred to in this Announcement and will not regard any other person as a client in relation to the Capital Raise or any other matters referred to in this Announcement and will not be responsible to anyone for providing the protections afforded to their clients nor for giving advice to any other person in relation to the contents of this Announcement, the Capital Raise or any other matter or arrangement referred to in this Announcement. Neither Rothschild & Co nor the Joint Bookrunners are responsible for the contents of this Announcement.

Past performance of the Company cannot be relied on as a guide to future performance. A variety of factors may cause the Company's or the Group's actual results to differ materially from the forward-looking statements contained in this Announcement. The Group, Rothschild & Co and the Joint Bookrunners and each of their respective directors, officers, employees, agents, affiliates and advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where required to do so under applicable law.

No statement in this Announcement is intended as a profit forecast, project, prediction or estimate and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company.

This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Rothschild & Co, either Joint Bookrunner or by any of their respective affiliates, directors, employees, advisers or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

No reliance may or should be placed by any person for any purpose whatsoever on the information contained in this Announcement or on its accuracy or completeness. The information in this Announcement is subject to change.

This Announcement, including the appendices, is for information purposes only and is not intended to and does not constitute or form part of any offer or invitation to sell, allot or issue, or any offer or invitation to purchase or subscribe for, or any solicitation to purchase or subscribe for, any securities in the United States (including its territories and possessions), Australia, its territories and possessions, Canada, Japan, South Africa or in any jurisdiction to whom or in which such offer or invitation is unlawful, nor does the fact of its distribution form the basis of, or be relied upon in connection with, or act as any inducement to enter into, any contract or commitment whatsoever with respect to such securities, the Company or otherwise.

Neither this Announcement nor any copy of it nor the information contained in it and any related materials is for publication, distribution or release, in whole or in part, directly or indirectly, in or into or from the United States (including its territories and possessions, any State of the United States and the District of Columbia) (subject to certain restrictions), Australia, its territories and possessions, Canada, Japan, South Africa, or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

The distribution of this Announcement and the offering of the New Ordinary Shares may be restricted by law in certain jurisdictions.

No action has been taken by the Company, Rothschild & Co, the Joint Bookrunners or any of their respective affiliates that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other offering or publicity material relating to such New Ordinary Shares in any jurisdiction where action for that purpose is required. Persons into whose possession this Announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or under any securities laws of any state or other jurisdiction of the United States. The New Ordinary Shares may not be offered, sold, taken up, exercised, resold, transferred or delivered, directly or indirectly, into or within 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 offer of the New Ordinary Shares in the United States. The New Ordinary Shares are being offered: (i) outside the United States in "offshore transactions" as defined in, and in accordance with, Regulation S under the Securities Act; and (ii) in the United States to persons reasonably believed to be "qualified institutional buyers", as defined in Rule 144A under the Securities Act ("QIBs") who are subscribing for the New Ordinary Shares in private placement transactions pursuant to Section 4(a)(2) of the Securities Act; or (iii) pursuant to another 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. Prospective purchasers are notified that the Company as issuer of the New Ordinary Shares is relying upon an exemption from the registration requirements of Section 5 of the Securities Act.

In addition, until 40 days after the commencement of the offering of the New Ordinary Shares, an offer, sale or transfer of the New Ordinary Shares within the United States by any dealer (whether or not participating in the Capital Raise) may violate the registration requirements of the Securities Act.

The New Ordinary Shares have not been approved or disapproved by the U.S. Securities and Exchange Commission, or state securities commission in the United States or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Capital Raise or the accuracy or adequacy of these terms and conditions. Any representation to the contrary is a criminal offence in the United States.

Subject to certain exceptions, this Announcement does not constitute an offer of the New Ordinary Shares to any person with a registered address, or who is resident or located in the United States or any of the Excluded Territories. The New Ordinary Shares have not been and will not be registered under the relevant laws of any state, province or territory of the United States or any of the Excluded Territories and may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly within the United States or any Excluded Territory except pursuant to an applicable exemption from registration requirements.

This Announcement does not constitute a recommendation concerning any investor's options with respect to the Capital Raise.  The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor 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.

The New Ordinary Shares to be issued or sold pursuant to the Capital Raise will not be admitted to trading on any stock exchange other than the London Stock Exchange.

Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that such New Ordinary Shares are: (a) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in Chapter 3 of the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (b) eligible for distribution through all permitted distribution channels (the "UK target market assessment"). Notwithstanding the UK target market assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK target market assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raise. Furthermore, it is noted that, notwithstanding the UK target market assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties. For the avoidance of doubt, the UK target market assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS 9A and COBS 10A, respectively; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the New Ordinary Shares. Each distributor is responsible for undertaking its own UK target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (MiFID II); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares to be issued in the Capital Raise have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the Target Market Assessment). Notwithstanding the Target Market Assessment, distributors should note that: the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares to be issued in the Capital Raise provide no guaranteed income and no capital protection; and an investment in the New Ordinary Shares to be issued in the Capital Raise is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Capital Raise. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to, the New Ordinary Shares.

Each distributor is responsible for undertaking its own Target Market Assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Unless the context otherwise requires, all references to time are to London time.

 

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