TIDMKIE
RNS Number : 5974Y
Kier Group PLC
13 May 2021
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 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 REFERRED TO
HEREIN.
13 May 2021
Kier Group plc
Publication of Prospectus and Notice of General Meeting
Further to the announcements earlier today by Kier Group plc
(the "Company") relating to the fully underwritten Firm Placing and
Placing and Open Offer and separate Directors' Subscription (the
"Capital Raise") to raise approximately GBP241 million, the Company
announces that the Prospectus has been published today, having
received approval from the Financial Conduct Authority, and is
available on the Company's website at www.kier.co.uk/investors
.
The Prospectus includes a Notice convening a General Meeting to
be held at 10.00 a.m. on Wednesday, 16 June 2021 at the Tungsten
Building, Central Boulevard, Blythe Valley Park, Solihull B90
8AU.
General Meeting
The Board is monitoring closely the evolving COVID-19 situation
and public health concerns in the United Kingdom and elsewhere and
will continue to have regard to developments ahead of the General
Meeting. At present, uncertainty remains on the level of freedom we
will have to travel and meet in a group by the date of the General
Meeting due to the COVID-19 pandemic. In light of the current
guidance related to physical meetings and bearing in mind the
importance of the safety of our Shareholders and colleagues,
Shareholders are strongly encouraged not to attend the General
Meeting in person. Further details relating to the format of and
arrangements for Shareholder engagement at the General Meeting are
set out in paragraph 7 of Part I of the Prospectus. The Board will
keep the situation under review and may need to make further
changes to the arrangements relating to the General Meeting,
including how it is conducted. Shareholders should continue to
monitor the Company's website and announcements for any updates in
relation to the General Meeting.
Availability of the Prospectus
Copies of the Prospectus and the Form of Proxy in relation to
the General Meeting and certain other documents in relation to the
Capital Raise are available for inspection on Kier's website
www.kier.co.uk/investors .
Copies of the Prospectus and the Form of Proxy in relation to
the General Meeting have also been submitted to the Financial
Conduct Authority via the National Storage Mechanism and will be
available for viewing shortly at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
For enquiries, please contact:
Phil Higgins
Company Secretary
phil.higgins@kier.co.uk
The Company's Legal Entity Identifier is
2138002RKCU2OM4Y7O48.
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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