Keller (LSE: KLR), the international ground engineering specialist, is pleased to announce the completion of the placing announced earlier today (the "Placing").
A total of 6,600,000 new ordinary shares of 10 pence each in the share capital of the Company (the "Placing Shares") have been placed by Investec Bank plc ("Investec") and Jefferies International Limited ("Jefferies") at a price of 890 pence per Placing Share (the "Placing Price") raising gross proceeds of £58.7 million. The Placing Shares being issued represent approximately 9.9 per cent. of Keller's existing issued ordinary share capital.
The Placing Shares will, when issued, be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid on or in respect of such shares after the date of issue of the Placing Shares.
Applications have been made to the Financial Conduct Authority (the "FCA") for admission of the Placing Shares to the premium listing segment of the Official List of the UK Listing Authority and to the London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will take place at 8.00 a.m. on 14 June 2013 at which time dealings in the Placing Shares will commence.
The Placing is conditional upon, inter alia, Admission becoming effective as set out in more detail in the announcement of the Placing made earlier today. The Placing is also conditional on the sponsor and placing agreement between the Company, Investec and Jefferies not being terminated. It is anticipated that the settlement date will be 14 June 2013.
Investec and Jefferies are acting as joint bookrunners on behalf of Keller in respect of the Placing.
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 the Company, or constitute a solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa or any other state or jurisdiction in which such an offer or solicitation would be unlawful. The Placing Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "US Securities Act"), or under the securities legislation of any state or other jurisdiction of the US and may not be offered, sold or transferred, directly or indirectly, in the US except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the US. No public offering of securities is being made in the US.
Neither this announcement nor any copy of it may be taken or transmitted into the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa 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 the United States, Australia, Canada, Japan, New Zealand, the Republic of Ireland or the Republic of South Africa 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.
Each of Investec Bank plc ("Investec") or Jefferies International Limited ("Jefferies") is acting exclusively for the Company in connection with the Placing and not for any other person and will not be responsible to anyone other than the Company for providing the protections afforded to their respective 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 has been issued by, and is the sole responsibility of, the Company. Apart from the responsibilities and liabilities, if any, which may be imposed on Investec or Jefferies by the Financial Services and Markets Act 2000 or by the regulatory regime established under it, neither Investec nor Jefferies nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the information contained in this announcement or for any other statement made or purported to be made by or on behalf of Investec or Jefferies or any of their respective affiliates in connection with the Company, the Placing Shares or the Placing. Investec and Jefferies and each of their respective affiliates accordingly disclaim all and any liability, whether arising in tort, contract or otherwise (save as referred to above) in respect of any statements or other information contained in this announcement and no representation or warranty, express or implied, is made by Investec or Jefferies or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information contained in this announcement.
Any indication in this announcement of the price at which Placing Shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this announcement is intended to be a profit forecast 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.