Proposed Secondary Placing Of Ordinary Shares (0370Z)
March 09 2012 - 2:02AM
UK Regulatory
TIDMKLR
RNS Number : 0370Z
Keller Group PLC
09 March 2012
Embargoed until 7 a.m. on 9 March 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE
UNITED STATES, CANADA, AUSTRALIA OR JAPAN
Keller Group PLC ("Keller" or "the Company")
9 March 2012
PROPOSED SECONDARY PLACING OF ORDINARY SHARES IN KELLER GROUP
PLC ("KELLER" OR "THE COMPANY")
The Board of Keller announces it has been advised by GTCEISU
Construccion S.A. ("the Vendor") that they intend to sell
approximately 3.7 million existing ordinary shares in the Company
via an accelerated bookbuild placing ("the Placing"). This
represents in aggregate approximately 5.7% per cent of the total
issued share capital of Keller.
The Vendor acquired its stake in Keller in 2002 as part of the
joint venture arrangements entered into by the Company and the
Vendor upon creation of Keller-Terra S.L. ("the Joint Venture"),
Keller's subsidiary in Spain. Pedro Lopez Jimenez, a Non-executive
Director of Keller, is the Chairman and a beneficial shareholder of
the Vendor. The Vendor will use the proceeds of the placing to
continue the development of its own international business. If all
of the above shares are sold, the Vendor will no longer have a
shareholding in the Company, but the day-to-day operation of the
Joint Venture will not be affected by the proposed disposal.
The Placing will be managed by Investec and Jefferies Hoare
Govett, acting as joint Bookrunners. The amount of the Placing
proceeds, the number of ordinary shares in the Placing ("Placing
Shares") and the placing price will be decided at the close of the
accelerated bookbuilding period.
The books for the Placing will open with immediate effect.
Pricing and allocations are expected to be announced as soon as
practicable following the closing of the books. The timing of
closing of the books will be at the absolute discretion of the
joint Bookrunners.
Enquiries:
Investec +44 (0)20 7597 5970
Keith Anderson
James Rudd
Cara Griffiths
Jefferies Hoare Govett +44 (0)20 7029 8000
Simon Hardy
Lee Morton
RLM Finsbury +44 (0)20 7251 3801
James Leviton
Each of Investec and Jefferies Hoare Govett is acting on the
Placing and will not be responsible to anyone other than its client
for providing the protections afforded to its clients, nor for
providing advice in relation to the Placing, the contents of this
announcement, or any transaction or arrangement referred to
herein.
This announcement is for information purposes only and does not
constitute or form part of an offer or invitation to acquire or
dispose of any securities of Keller, or constitute a solicitation
of any offer to purchase or subscribe for securities in any
jurisdiction, including the United States ("US"), Canada, Australia
or Japan. Keller's shares have not been, and will not be,
registered under the United States Securities Act of 1933, as
amended, or under the securities legislation of any state of the US
and may not be offered or sold in the US absent registration or an
exemption from registration.
Keller's shares may not, directly or indirectly, be offered or
sold within the US, Canada, Australia or Japan or offered or sold
to a resident of Canada, Australia or Japan. No public offering of
securities is being made in the US.
This announcement is not for publication or distribution to
persons in the US, its territories or possessions or to any US
person (within the meaning of Regulation S under the US Securities
Act of 1933, as amended). Neither this announcement nor any copy of
it may be taken or transmitted into Australia, Canada or Japan or
to Canadian persons or to any securities analyst or other person in
any of those jurisdictions. Any failure to comply with this
restriction may constitute a violation of US, Australian, Canadian
or Japanese securities law. The distribution of this announcement
in certain other jurisdictions may be restricted by law and persons
into whose possession this announcement comes should inform
themselves about, and observe, any such restrictions.
This announcement and any offer of securities to which it
relates are only addressed to and directed at persons who are (1)
qualified investors within the meaning of directive 2003/71/ec and
any relevant implementing measures (the prospectus directive) and
(2) who have professional experience in matters relating to
investments who fall within article 19(1) of the Financial Services
and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order")
or are persons falling within article 49(2)(a) to (d) ("High Net
Worth Companies, Unincorporated Associations, etc") of the Order
(all such persons together being referred to as "relevant
persons"). The information regarding the Placing set out in this
announcement must not be acted on or relied on by persons who are
not relevant persons. Any investment or investment activity to
which this announcement relates is available only to relevant
persons and will be engaged in only with relevant persons.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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