TIDMKIE
RNS Number : 9232B
Kier Group PLC
15 June 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.
KIER GROUP PLC
("Kier" or the "Company")
Result of Open Offer
On 13 May 2021 the Company announced a proposed Firm Placing,
Placing and Open Offer and separate Director Subscriptions (the
"Capital Raise") raising gross proceeds of c.GBP241 million through
the issue of a total of 284,049,829 New Shares at an issue price of
85 pence per share (the "Issue Price") . Approximately GBP120.6
million of the Capital raise was conducted by way of a Firm Placing
of 141,851,386 Firm Placing Shares and approximately GBP120.6
million by way of a Placing and Open Offer of 141,851,386 Open
Offer Shares, in each case at the Issue Price. The Open Offer
Shares were conditionally placed with institutional investors at
the Issue Price, subject to clawback to satisfy valid applications
by Qualifying Shareholders pursuant to the Open Offer. In addition,
Directors have subscribed for 347,057 New Shares at the Issue
Price.
The Open Offer closed for acceptances at 11 a.m. on 14 June
2021. The Company has received valid acceptances from Qualifying
Shareholders under their basic Open Offer Entitlements in respect
of 116,669,313 Open Offer Shares, representing approximately 82% of
the Open Offer Shares. In addition, the Company has received
applications from Qualifying Shareholders under the Excess
Application Facility in respect of 40,055,966 Open Offer Shares,
representing approximately 28% of the Open Offer Shares.
Accordingly, Qualifying Shareholders who have validly applied for
Open Offer Shares will receive their full Open Offer Entitlement.
As applications under the Excess Application Facility cannot be
satisfied in full, applications for New Shares under the Excess
Application Facility will be scaled back in accordance with the
terms set out in the Prospectus.
Application has been made to the Financial Conduct Authority
("FCA") for the 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 its Main Market for
listed securities. It is expected that Admission will become
effective, and that dealings in the New Shares will commence, at
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. on 25 June 2021)
The Firm Placing and the Placing and Open Offer remain
conditional, inter alia, upon:
(i) the Resolutions having been passed by Shareholders at the General Meeting on 16 June 2021;
(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) 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.
The Company will announce the results of the General Meeting as
soon as practicable after the meeting concludes. The New Shares
when issued will rank, from Admission, pari passu in all respects
with the Existing Shares and will have the right to receive all
dividends and distributions declared in respect of Shares after
Admission.
The total issued share capital of the Company following
Admission will be 446,165,699 Shares and the total number of voting
rights of the Company will be 446,165,699and this figure may be
used by Shareholders as the denominator for the calculations by
which they will determine if they are required to notify their
interest in, or a change in their interest in, the share capital of
the Company under the FCA's Disclosure Guidance and Transparency
Rules
Capitalised terms contained within this announcement and not
otherwise defined have the same definitions as those contained in
the Prospectus published on 13 May 2021, available on the Company
website.
The Company's Legal Entity Identifier ("LEI") is
2138002RKCU2OM4Y7O48.
For further information, please contact:
Kier Group plc
Investor Relations +44 (0) 7933 388 746
Kier Press office +44 (0) 1767 355 096
============================================== =======================
Rothschild & Co
Financial Adviser and Sponsor
John Deans, Neil Thwaites, Shannon Nicholls +44 (0) 20 7280 5000
============================================== =======================
Numis Securities
Joint Bookrunner and Joint Broker
Jonathan Wilcox, Richard Thomas, Jamie
Loughborough, Howard Seymour, Hannah
Boros +44 (0) 20 7260 1000
============================================== =======================
Peel Hunt
Joint Bookrunner and Joint Broker
Harry Nicholas, Charles Batten, Sam
Cann, John Welch, Alastair Rae (Syndicate) +44 (0) 20 7418 8900
============================================== =======================
Gleacher Shacklock LLP
Debt Adviser
Michael Grayer, Tom Quinn, Christopher
Lloyd-Davies +44 (0) 20 7484 1150
============================================== =======================
FTI Consulting:
Richard Mountain +44 (0) 20 3727 1340
============================================== =======================
The person who arranged the release of this Announcement on
behalf of Kier was Phil Higgins, Company Secretary.
IMPORTANT NOTICES
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.
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.
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.
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.
Unless the context otherwise requires, all references to time
are to London time.
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END
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