REG - Keller Group PLC - Launch of multi-year share buyback programme

KellerAnnouncement

31/03/2025 07:15

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RNS Number : 7970C  Keller Group PLC  31 March 2025

 

 

31 March 2025

Keller Group plc

 

Launch of multi-year share buyback programme with an initial tranche of £25
million

 

On 4 March 2025 Keller Group plc ('Keller' or the 'Group') announced its
intention to undertake regular share buybacks as part of its overall capital
allocation framework. With effect from today, the Group is commencing a
multi-year share buyback programme to return an initial tranche of £25
million (excluding any associated costs and stamp duty) of capital to
shareholders ('share buyback programme').

 

Keller has entered into non-discretionary agreements with each of Investec
Bank plc ('Investec') and Peel Hunt LLP ('Peel Hunt') (together the 'Brokers')
to execute the share buyback programme through on-market purchases of the
Group's Ordinary Shares of 10 pence each (the 'Shares'). Investec will execute
the first £12.5 million of the share buyback programme and Peel Hunt will
execute the second £12.5 million of the share buyback programme. Trading
decisions under the share buyback programme will be made by the Brokers
independently of the Group on an irrevocable and non-discretionary basis,
subject to certain parameters agreed prior to the commencement of the share
buyback programme. During any closed periods the Group and its directors have
no power to invoke any changes to the programme and it will be executed at the
sole discretion of the Brokers.

 

The purpose of the share buyback programme is to reduce the share capital of
the Group. Shares purchased pursuant to the buyback programme will be held in
Treasury and may be used to satisfy future obligations under the Group's
employee share plans.

 

Over the last six years the Group has been increasingly cash generative,
resulting in a significant de-levering of the balance sheet. At the end of
2024, net debt had reduced to £29.5m, a 80% decrease versus prior year,
driven by strong profitability and cash generation. The resulting net
debt/EBITDA leverage ratio of 0.1x (2023: 0.6x), is below the lower end of the
Group's leverage target range of 0.5x - 1.5x enabling the Group to accelerate
returns to shareholders. The share buyback programme puts surplus cash to use
and complements the total dividend for 2024 of 49.7p (2023: 45.2p), which was
increased by 10%, reflecting the Board's continued confidence in the Group's
future prospects.

 

The Board considers the share buyback programme to be in the best interests of
the Group and its shareholders, providing a further means of returning surplus
capital to shareholders, whilst maintaining the financial flexibility to
invest in the Group's strategy.

 

Any purchase of shares under the share buyback programme will be executed in
accordance with the Group's general authority(1) to repurchase shares granted
at its 2024 Annual General Meeting to purchase up to 7,277,660 Shares and any
subsequent authority, Market Abuse Regulation 596/2014 and the Commission
Delegated Regulation (EU) 2016/1052 (both as incorporated into UK domestic law
by the European Union (Withdrawal) Act 2018), and Chapter 9 of the Financial
Conduct Authority's UK Listing Rules. The maximum price paid per share
(exclusive of expenses) will be no more than the higher of: (i) 5% above the
average of the middle market quotations taken from the London Stock Exchange
Daily Official List for the five business days preceding any Ordinary Shares
being purchased; and (ii) the higher of the price of the last independent
trade and the highest independent bid for Ordinary Shares on the trading venue
where the purchase is carried out. The Group may repurchase up to 25% of the
average daily volume of the previous twenty business days per day. The minimum
price shall be no less than (exclusive of expenses) a price of 10 pence per
Share, being the nominal value of a Share.

 

The share buyback programme will commence today, 31 March 2025, and it is
anticipated will end no later than 30 September 2025, subject to shareholders
approving the customary share buyback resolution at the 2025 AGM.

 

Repurchases of shares under the share buyback programme will be announced no
later than 7.30 am on the business day following the calendar day on which the
repurchase occurred. There is no guarantee that the share buyback programme
will be implemented in full or that any Ordinary Shares will be repurchased by
Keller.

 

Commenting on the share buyback programme, Michael Speakman, Chief Executive
Officer, said:

 

"Our strong performance in 2024 and outlook, alongside our strong balance
sheet, have enabled us to increase returns to shareholders by supplementing
our increased dividend for 2024 with the launch of a multi-year share buyback
programme, with an initial tranche of £25m during 2025. Alongside our
investments to enhance both organic growth and M&A, the share buyback is
further evidence of the attractive capital allocation options at the Group's
disposal."

 

 

(1) The existing authority to buy back shares granted at the Company's 2024
Annual General Meeting will expire at the earlier of 30 June 2025 or the
Company's 2025 Annual General Meeting, where the Company expects to seek
renewal of that authority.

 

 For further information, please contact:
                                                      www.keller.com (http://www.keller.com)
 Keller Group plc                                     020 7616 7575
 Michael Speakman, Chief Executive Officer
 David Burke, Chief Financial Officer
 Caroline Crampton, Group Head of Investor Relations

 FTI Consulting                                       020 3727 1340
 Nick Hasell
 Matthew O'Keeffe

 

Notes to editors:

Keller is the world's largest geotechnical specialist contractor providing a
wide portfolio of advanced foundation and ground improvement techniques used
across the entire construction sector. With around 10,000 staff and operations
across five continents, Keller tackles an unrivalled 5,500 projects every
year, generating annual revenue of c£3bn.

 

 

 Cautionary statements:

This document contains certain 'forward-looking statements' with respect to
Keller's financial condition, results of operations and business and certain
of Keller's plans and objectives with respect to these items.

Forward-looking statements are sometimes, but not always, identified by their
use of a date in the future or such words as 'anticipates', 'aims', 'due',
'could', 'may', 'should', 'expects', 'believes', 'intends', 'plans',
'potential', 'reasonably possible', 'targets', 'goal' or 'estimates'. By their
very nature forward looking statements are inherently unpredictable,
speculative and involve risk and uncertainty because they relate to events and
depend on circumstances that will occur in the future. There are a number of
factors that could cause actual results and developments to differ materially
from those expressed or implied by these forward-looking statements. These
factors include, but are not limited to, changes in the economies and markets
in which the Group operates; changes in the regulatory and competition
frameworks in which the Group operates; the impact of legal or other
proceedings against or which affect the Group; and changes in interest and
exchange rates. For a more detailed description of these risks, uncertainties
and other factors, please see the Principal risks and uncertainties section of
the Strategic report in the Annual Report and Accounts. All written or verbal
forward looking-statements, made in this document or made subsequently, which
are attributable to Keller or any other member of the Group or persons acting
on their behalf are expressly qualified in their entirety by the factors
referred to above. Keller does not intend to update these forward-looking
statements. Nothing in this document should be regarded as a profits forecast.
This document is not an offer to sell, exchange or transfer any securities of
Keller Group plc or any of its subsidiaries and is not soliciting an offer to
purchase, exchange or transfer such securities in any jurisdiction. Securities
may not be offered, sold or transferred in the United States absent
registration or an applicable exemption from the registration requirements of
the US Securities Act of 1933 (as amended).

LEI number: 549300QO4MBL43UHSN10 Classification as per DTR 6 Annex 1R: 3.1

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