TIDMKIE
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION,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 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.GBP241 million Accelerated
Bookbuild
Further to the Company's announcement this morning regarding the
proposed c.GBP241 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 GBP 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:
-- GBP120.6 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.
-- GBP120.6 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 GBP0.3
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 +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
============================================== =======================
FTI Consulting:
Richard Mountain, Nick Hasell +44 (0) 20 3727 1340
============================================== =======================
KEY DATES FOR THE CAPITAL RAISE
Record Date for entitlements under the 5.00 p.m. on 12 May
Open Offer 2021
Publication of the Prospectus, the Notice 13 May 2021
of General Meeting and the Form of Proxy
Ex-Entitlement Date for the Open Offer 8.00 a.m. on 14 May
2021
Posting of the Prospectus, Application 17 May 2021
Forms (to Qualifying Non-CREST Shareholders
only) and Forms of Proxy
Open Offer Entitlements and Excess Open as soon as practicable
Offer Entitlements credited to stock accounts after 8.00 a.m. on
in CREST (Qualifying CREST Shareholders 18 May 2021
only)
Latest time and date for receipt of Forms 10.00 a.m. on 14
of Proxy June 2021
Latest time and date for receipt of completed 11.00 a.m. on 14
Application Forms and payments in full June 2021
and settlement of CREST instructions (as
appropriate)
Announcement of the results of the Open 15 June 2021
Offer
General Meeting 10.00 a.m. on 16
June 2021
Admission and dealings in New Ordinary 8.00 a.m. on 18 June
Shares to commence on the London Stock 2021
Exchange
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 GBP12.7 million
Estimated net proceeds of the Capital Raise
receivable by the Company. GBP228.7 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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END
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