REG - Kier Group PLC - Kier Group plc Announces Pricing of Senior Notes

KierAnnouncement

08/02/2024 17:30

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RNS Number : 5551C  Kier Group PLC  08 February 2024

NOT FOR PUBLICATION, DISTRIBUTION OR CIRCULATION IN

UNITED STATES, AUSTRALIA, CANADA OR JAPAN

Kier Group plc Announces Pricing of Senior Notes

8 February 2024

Kier Group plc ("Kier" or the "Issuer"), a leading UK infrastructure
services, construction and property group providing specialist design, build
capabilities and project management, is pleased to announce the pricing of
£250.0 million in aggregate principal amount of 9.0% senior notes due 2029
(the "Notes") as part of a wider refinancing of the Issuer's existing
committed debt facilities.

The Issuer intends to use the proceeds from the offering of the Notes to
partially prepay certain elements of its existing credit facilities and
private placement notes. The Notes will be general unsecured senior
obligations of the Issuer and will be guaranteed on a senior basis by certain
subsidiaries of the Issuer.

For further enquiries please contact:

 Investor Relations                +44 (0)7933 388 746
 Kier Press Office                 +44 (0)1767 355 096
 Richard Mountain, FTI Consulting  +44 (0)203 727 1340

 

Kier Group plc

LEI: 2138002RKCU2OM4Y7O48.

Ends

The Notes and the guarantees thereof will not be registered under the United
States Securities Act of 1933, as amended (the "Securities Act"), or
applicable state securities laws. Accordingly, the Notes will be offered only
to persons outside the United States in reliance on Regulation S under the
Securities Act. Unless so registered, the Notes may not be offered or sold in
the United States.

This announcement does not constitute an offer to sell or the solicitation of
an offer to buy the Notes or any other security and shall not constitute an
offer, solicitation or sale in the United States or in any jurisdiction in
which, or to any persons to whom, such offering, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any jurisdiction.

The securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the European Economic Area ("EEA"). For these purposes,
a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"MiFID II") or (ii) a customer within the meaning of Directive 2016/97/EU (as
amended), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the securities or otherwise
making them available to retail investors in the EEA has been prepared and
therefore offering or selling the securities or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation.

In member states of the EEA, this announcement and any offer of the securities
referred to herein in any Member State of the EEA will be made pursuant to an
exemption under Regulation (EU) 2017/1129 (the "Prospectus Regulation") from
the requirement to publish a prospectus for offers of the securities referred
to herein.  Accordingly, any person making or intending to make an offer in a
Member State of Notes which are the subject of the offering contemplated may
only do so in circumstances in which no obligation arises for the Issuer or
any of the initial purchasers to publish a prospectus pursuant to Article 3 of
the Prospectus Regulation, in each case, in relation to such offer.  Neither
the Issuer nor the initial purchasers have authorized, nor do they authorize,
the making of any offer of Notes in circumstances in which an obligation
arises for the Issuer or the initial purchasers to publish a prospectus for
such offer.

The securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom ("UK"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the UK may
be unlawful under the UK PRIIPs Regulation.

In the UK, this announcement and any offer of the securities referred to
herein in the UK will be made pursuant to an exemption under Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK
Prospectus Regulation") from the requirement to publish a prospectus for
offers of the securities referred to herein. Accordingly, any person making or
intending to make an offer in the UK of Notes which are the subject of the
offering contemplated may only do so in circumstances in which no obligation
arises for the Issuer or any of the initial purchasers to publish a prospectus
pursuant to Article 3 of the UK Prospectus Regulation, in each case, in
relation to such offer.  Neither the Issuer nor the initial purchasers have
authorized, nor do they authorize, the making of any offer of Notes in
circumstances in which an obligation arises for the Issuer or the initial
purchasers to publish a prospectus for such offer.

This announcement is being distributed only to, and is directed only at
persons who (i) have professional experience in matters relating to
investments falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order") (ii) are persons falling within Article 49(2)(a) to (d)
(high net worth companies, unincorporated associations, etc.) of the Financial
Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to
whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000 in
connection with the issue and sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "relevant persons"). This announcement is directed only at
relevant persons and 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.

Neither the content of the Issuer's website nor any website accessible by
hyperlinks on the Issuer 's website is incorporated in, or forms part of, this
announcement. The distribution of this announcement into certain jurisdictions
may be restricted by law. 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.

This announcement may include projections and other "forward-looking"
statements within the meaning of applicable securities laws. Any such
projections or statements reflect the current views of the Issuer about future
events and financial performance. The use of any of the words "expect,"
"anticipate," "continue," "will," "project," "should," "believe," "plans,"
"intends" and similar expressions are intended to identify forward-looking
information or statements. Although the Issuer believes that the expectations
and assumptions on which such forward-looking statements and information are
reasonable, undue reliance should not be placed on the forward-looking
statements and information because the Issuer can give no assurance that such
statements and information will prove to be correct. Since forward-looking
statements and information address future events and conditions, by their very
nature they involve inherent risks and uncertainties.

The forward-looking statements and information contained in this announcement
are made as of the date hereof and the Issuer undertakes no obligation to
update publicly or revise any forward-looking statements or information,
whether as a result of new information, future events or otherwise, unless so
required by applicable securities laws.

 

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