Keller announces a placing of 6,600,000 new ordinary shares

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF IRELAND, THE REPUBLIC OF SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

For immediate release

Keller Group plc (“Keller” or the “Company”)

Keller announces a placing of 6,600,000 new ordinary shares at 890 pence per share
to raise £58.7 million before expenses

Keller (LSE: KLR), the international ground engineering specialist, today announces a placing of 6,600,000 new ordinary shares of 10 pence each in the share capital of the Company (the “Placing Shares”) at 890 pence per share (the “Placing Price”) to raise £58.7 million before expenses (the “Placing”).

Investec Bank plc ("Investec") and Jefferies International Limited ("Jefferies" and, together, the “Joint Bookrunners”) are acting as joint bookrunners in connection with the Placing.

The Placing Shares represent approximately 9.9 per cent. of the Company's issued share capital immediately prior to the Placing. The Placing Price of 890 pence per share represents a 1.8 per cent. discount to the middle market closing price of 906 pence per Keller ordinary share on 10 June 2013.

The net proceeds of the Placing will be used to fund the proposed acquisition of North American Piling, from North American Energy Partners (the “Acquisition”). The Acquisition is the subject of a separate announcement from Keller released this morning. The consideration for the Acquisition will comprise an initial CDN$227.5 million (£144.0 million) payable in cash on completion and up to a further CDN$92.5 million (£58.5 million) of deferred contingent consideration payable in cash depending upon financial performance in the three years following completion, giving a maximum aggregate consideration of CDN$320 million (£202.5 million).

The Company is proposing to finance the Acquisition through the net proceeds of the issue of the Placing, together with the drawdown of some of the available funds under a new bank facility and existing bank facilities. The Placing is not conditional on the completion of the Acquisition. It is therefore possible that the Placing will complete and the Acquisition will not. In the event that the Acquisition does not complete and to the extent that opportunities for similar acquisitions have not been identified by the Board, the Board will review Keller’s funding structure and will consider its options which will include using the proceeds for general corporate purposes and/or returning surplus cash to Shareholders. Any return of capital may have adverse tax implications for Shareholders.

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.

In connection with the Placing, Keller has entered into an agreement today with Investec and Jefferies (the "Sponsor and Placing Agreement"), which is conditional upon, amongst other things, Admission (as defined below). In accordance with the terms of the Sponsor and Placing Agreement, each Joint Bookrunner has, severally, agreed to procure placees for the Placing Shares and to the extent that such Joint Bookrunner is unable to procure placees, it will subscribe as principal for its proportionate share of the Placing Shares for which placees have not been procured. Further details of the Sponsor and Placing Agreement can be found in the terms and conditions contained in the Appendix to this announcement under the heading “Details of the Sponsor and Placing Agreement and the Placing Shares”.

The Placing is being carried out pursuant to the authorities granted by shareholders at the Company's annual general meeting on 23 May 2013, so does not require any further shareholder approval.

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 become effective at or around 8.00 a.m. on Friday 14 June 2013 and that dealings in the Placing Shares will commence at that time.

Following Admission, Keller's issued share capital shall consist of 73,099,735 ordinary shares, each with voting rights. As at 10 June 2013, the number of ordinary shares held by the Company as treasury shares was 2,162,527. Shareholders may use the above figure as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, Keller under the FCA's Disclosure and Transparency Rules.

The Appendix to this announcement sets out the detailed terms and conditions of the Placing. By choosing to participate in the Placing and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this announcement (including the Appendix) in its entirety and to be making such offer on the terms and conditions contained herein and to be providing the representations, warranties and acknowledgements contained in the Appendix to this announcement.

Enquiries:

Keller
Justin Atkinson, Chief Executive
James Hind, Finance Director    +44 (0) 20 7616 7575

Jefferies
Simon Hardy
Lee Morton
Harry Nicholas    +44 (0) 20 7029 8000

Investec
Keith Anderson
James Rudd
Cara Griffiths    +44 (0) 20 7597 5970

Finsbury
Gordon Simpson
Rowley Hudson    +44 (0) 20 7251 3801

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 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 US, 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.

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.

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.

Certain statements made in on these pages constitute forward looking statements. Forward looking statements can be identified by the use of words such as “may”, “will”, “should”, “predict”, “assurance”, “aim”, “hope”, “risk”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “seek”, “continue” or other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in on these pages, including, without limitation, those regarding the Group’s expectations, intentions and beliefs concerning, amongst other things, the Group’s results of operations, financial position, growth strategy, prospects and the industries in which the Group operates, are forward looking statements. By their nature, such forward looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and its Directors, which may cause the actual results, performance, achievements, dividends of the Group and industry results to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. As such, forward looking statements are no guarantee of future performance.