TIDMKLR
RNS Number : 7422G
Keller Group PLC
11 June 2013
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT IS NOT FOR
PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR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 11 June 2013
Keller Group plc ("Keller" or "the Group")
Proposed Acquisition of North American Piling
Keller (LSE: KLR), the international ground engineering
specialist, today announces the proposed acquisition of North
American Piling from North American Energy Partners Inc. ("North
American Energy Partners"), subject to shareholder approval.
Key Highlights
-- North American Piling is a substantial Canadian foundations
business, headquartered in Edmonton, Alberta, and has over 25
years' experience providing piling services, with a focus on piling
in construction markets across Canada, including the Alberta oil
sands region.
-- North American Piling employs approximately 400 staff and, in
the year ended 31 March 2013, the business reported revenue of CDN
$236.5 million (GBP149.7 million) and operating profit of CDN $38.5
million (GBP24.4 million).
-- The Acquisition is consistent with Keller's stated strategy
and the Directors believe it will enhance the Group's offering
by:
- bringing into the Group a market-leading business, positioned
in growth markets offering attractive margins;
- increasing its exposure to the North American energy and resources sector;
- providing the opportunity to develop broader customer relationships and secure new customers;
- expanding its presence in the relatively under-developed Canadian geotechnical segment; and
- delivering attractive financial metrics, including an
immediate and significant enhancement in earnings per share.
-- The consideration will comprise an initial CDN$227.5 million
(GBP144.0 million) on a cash and debt free basis, payable in cash
on Completion and up to a further CDN$92.5 million (GBP58.5
million) of deferred contingent consideration payable in cash
depending upon North American Piling's financial performance in the
three years following Completion, giving a maximum aggregate
consideration of CDN$320 million (GBP202.5 million).
-- Keller is proposing to finance the Acquisition through the
net proceeds of the Placing announced today, together with the
drawdown of some of the available funds under the New Bank Facility
and existing bank facilities.
Commenting on the Acquisition, Justin Atkinson, Chief Executive
of Keller, said:
"The Board has identified Canada as a key target market and this
acquisition of a complementary piling business represents an
excellent opportunity to build substantially on Keller's existing
presence in that market. North American Piling is a market-leading
business with attractive margins positioned in growth markets,
including the resource-rich regions of Western Canada. The business
has a strong record of growth delivered by an experienced
management team who are transferring to Keller. Importantly, the
acquisition will be significantly earnings enhancing*."
* This should not be construed as a profit forecast. In
particular, it should not be taken to mean that the earnings per
share of Keller for the year ending 31 December 2013 will
necessarily be higher than for the year ended 31 December 2012.
Analyst conference call
A conference call for analysts and investors will be held this
morning at 9:00am with a replay facility made available later
today. For details please contact RLM Finsbury on 020 7251
3801.
The Circular, containing details of the Acquisition and the
notice of the Keller General Meeting at which a resolution will be
proposed for the approval of the Acquisition by Keller
Shareholders, will be published and posted to Keller Shareholders
as soon as possible. The Circular will be made available by Keller
on its website at www.keller.co.uk/investor/aspx.
This summary should be read in conjunction with the full text of
this announcement
Jefferies International Limited ("Jefferies") is acting as
exclusive financial advisor and joint sponsor to Keller on the
acquisition and joint bookrunner and underwriter on the equity
placing. Investec Bank plc ("Investec") is acting as joint sponsor
to Keller on the acquisition and joint bookrunner and underwriter
on the equity placing.
For further information, please contact:
Enquiries:
Keller +44 (0) 20 7616 7575
Justin Atkinson, Chief Executive
James Hind, Finance Director
Jefferies (Financial advisor, Joint Sponsor and Joint
Bookrunner) +44 (0) 20 7029 8000
Simon Hardy
Andrew Bell
Harry Nicholas
Investec (Joint Sponsor and Joint Bookrunner) +44 (0) 20 7597
5970
Keith Anderson
James Rudd
Cara Griffiths
RLM Finsbury +44 (0) 20 7251 3801
Gordon Simpson
Rowley Hudson
This announcement is not an offer to sell, or a solicitation of
an offer to buy (in either case in the United States) any ordinary
shares to be issued pursuant to the equity placing announced by
Keller today in connection with the Acquisition. The shares have
not been and will not be registered under the US Securities Act of
1933, as amended (the "Securities Act"), and may not be offered or
sold, directly or indirectly, in the United States absent
registration or an exemption from registration. There will be no
public offering of securities in the United States. The shares have
not been and will not be registered with any regulatory authority
of any state within the United States.
Forward looking statements
Certain statements made in this document 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 this document, 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,
dividend policy and the industries in which the Group and,
following Completion, the Enlarged 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, following Completion, the
Enlarged Group or 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.
Such forward looking statements are based on numerous
assumptions regarding the Group's present and future business
strategies and the environment in which the Group will operate in
the future. Among the important factors that could cause the
Group's actual results, performance or achievements to differ
materially from those in the forward looking statements include,
among others, economic conditions in the relevant markets of the
world, market position of Keller or its subsidiaries, earnings,
financial position, return on capital and operating margins,
political uncertainty, the actions of competitors, activities by
governmental authorities such as changes in taxation or regulation,
changing business or other market conditions and general economic
conditions and such other risk factors identified in the "Risk
Factors" section of the Circular. Forward looking statements
should, therefore, be construed in light of such risk factors and
undue reliance should not be placed on forward looking statements.
These forward looking statements speak only as of the date of this
document and are not intended to give assurance as to future
results. The Group will update this document as required by
applicable law, including the City Code on Takeovers and Mergers,
Listing Rules, Prospectus Rules and/or the Disclosure and
Transparency Rules of the Financial Conduct Authority, but
otherwise expressly disclaims any such obligation or undertaking to
release publicly any updates or revisions to any forward looking
statement contained herein to reflect any change in Keller's
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
Investec, which is authorised in the UK by the PRA and regulated
in the UK by the PRA and the FCA, is acting exclusively for Keller
in connection with the Acquisition and not for any other person and
will not be responsible to any person other than Keller for
providing the protections afforded to its clients, or for providing
advice in relation to the Acquisition, the contents of this
document and the accompanying documents or any arrangements
referred to therein.
Jefferies, which is authorised and regulated in the UK by the
FCA, is acting exclusively for Keller in connection with the
Acquisition and not for any other person and will not be
responsible to any person other than Keller for providing the
protections afforded to its clients, or for providing advice in
relation to the Acquisition, the contents of this document and the
accompanying documents or any arrangements referred to therein.
Keller publishes its financial statements in pounds Sterling
("GBP" or "Sterling"). The abbreviation "GBPm" represents millions
of pounds Sterling, and references to "pence" and "p" represent
pence. References to "US dollars", "USD" or "US$" are to the lawful
currency of the United States of America and references to "CDN$"
or "Canadian dollars" are to the lawful currency of Canada. Unless
otherwise stated, exchange rates of GBP to CDN$: 1:1.58 and GBP to
US$: 1:1.55 have been used in this document.
Keller Group plc
Proposed Acquisition of North American Piling
Introduction
The Board has today announced the proposed acquisition of North
American Piling from North American Energy Partners. The
consideration will comprise an initial CDN$227.5 million (GBP144.0
million), on a cash and debt free basis, payable in cash on
Completion and up to a further CDN$92.5 million (GBP58.5 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
(GBP202.5 million).
The Acquisition is of sufficient size relative to that of the
Group to constitute a Class 1 transaction for Keller under the
Listing Rules and is therefore conditional, inter alia, upon the
approval of Shareholders. A general meeting has been convened for
the purpose of seeking such approval. The General Meeting will be
held at the offices of Investec Bank plc, 2 Gresham Street, London
EC2V 7QP at 10.00 a.m. on 28 June 2013. The Notice of the General
Meeting will be set out at the end of the Circular.
Keller is proposing to finance the Acquisition through the net
proceeds of the issue of 6,600,000 Placing Shares by way of the
Placing announced today, together with the drawdown of some of the
available funds under the New Bank Facility and existing bank
facilities.
Summary information on North American Piling
North American Piling is being acquired from North American
Energy Partners, a provider of mining, heavy construction,
industrial and piling services in Canada whose shares are publicly
traded on both the Toronto Stock Exchange and the New York Stock
Exchange under the ticker symbol NOA.
North American Piling is headquartered in Edmonton, Alberta,
Canada and has over 25 years' experience providing piling services,
with a focus on piling in construction markets across Canada,
including the Alberta oil sands region. The services offered by
North American Piling comprise a broad range of piling-related
solutions, including drilled piles, driven piles, helical piles and
earth retention systems, as well as pipeline anchor systems and
tank services.
The Directors believe the key strengths of North American Piling
are as follows:
-- a market-leading foundations business in Canada positioned in
growth markets offering attractive margins;
-- well-diversified revenue streams across regions, end markets and customers;
-- the business offers a broad range of piling-related solutions
and resources, enabling North American Piling to deliver larger and
more demanding piling projects; and
-- an experienced management team, with a strong track record of growing North American Piling.
North American Piling currently employs approximately 400 staff
and had revenue of CDN$236.5 million in the year ended 31 March
2013. It is one of the largest foundation businesses in Canada.
North American Piling's revenue by end markets in the three years
ended 31 March 2013 was split between around 50 per cent. from
commercial and public sector work, 25 per cent. from industrial
work and 25 per cent. directly from oil sands work. Approximately
50 per cent. of North American Piling's total revenue was derived
from work performed in Alberta. North American Piling's revenue has
grown strongly over time, with compound annual growth of 19 per
cent. in the period from 2004 to 2013. Unsurprisingly for a
construction business exposed to the resources industries, this
growth has been impacted by market cycles; after reaching a peak of
CDN$162 million in 2008, revenue decreased to a trough of CDN$69
million in 2010 before increasing to a record CDN$236.5 million in
2013.
Summary financial information on North American Piling
The summary financial information set out below has been
extracted without material adjustment from North American Piling's
historic financial information for the years ended 31 March 2011,
31 March 2012 and 31 March 2013.
2011 2012 2013
CDN CDN CDN
$m $m $m
Combined income statement
------------------------------- ------ ------ ---------
Continuing operations
Revenue 105.6 185.3 236.5
EBITDA 10.0 35.3 46.3
Operating profit 3.5 28.0 38.5
Combined balance sheet
------------------------------- ------ ------ ---------
Working capital 23.5 29.2 38.4
Property, plant and equipment 36.5 38.6 41.3
Intangible assets 16.0 14.6 13.2
Other liabilities (6.4) (6.3) (13.3)
Net assets 69.6 76.1 79.6
------------------------------- ------ ------ ---------
In the year ended 31 March 2013, North American Piling
benefitted from buoyant market conditions and a number of large
contracts resulting in an exceptionally good year, achieving EBITDA
of CDN$46.3 million (GBP29.3 million) and an operating profit of
CDN$38.5 million (GBP24.4 million) on revenue of CDN$236.5 million
(GBP149.7 million). Following a particularly strong performance for
the year ended 31 March 2013, the Directors are assuming a lower
level of profitability for North American Piling for the year
ending 31 March 2014. Net assets at 31 March 2013 amounted to
CDN$79.6 million (GBP50.4 million).
Background to and reasons for the Acquisition
Keller's stated strategy is to extend its global leadership in
specialist ground engineering through both organic growth,
particularly in developing geographic regions, and targeted
acquisitions. There are four key elements to the strategy:
-- the transfer of technologies and methods within Keller's current geographic regions;
-- Keller's design and build capability and ability to offer alternative solutions;
-- expansion into new, higher-growth geographic regions; and
-- the acquisition and development of new technologies and methods.
As part of this strategy, the Board has identified Canada as a
key target market for Keller, given its relative economic
stability, exposure to natural resources, what the Directors
believe to be a comparatively under-developed geotechnical market
and its proximity to the US, where Keller is the clear market
leader in ground engineering. The Group's North American business
has performed an increasing amount of non-piling work in Canada in
recent years and in the year ended 31 December 2012, Keller
generated record sales in Canada of CDN$40 million. In addition, in
January 2013, Keller acquired Geo-Foundations, a Toronto-based
specialist geotechnical contractor with annual revenues of
approximately CDN$20 million, which offers micro-piling, ground
anchors, and specialty grouting services, primarily in Ontario.
Whilst well established in the US, many of the services performed
by Keller are still not widely available in the Canadian market and
are not undertaken by North American Piling. The Directors believe
that an increasing market exposure in Canada to the techniques
performed by Keller offers significant organic growth potential
over time.
Against this background, the Directors believe that the
Acquisition represents an attractive opportunity to acquire a
complementary piling business and to build substantially on
Keller's existing presence in Canada.
The Directors believe that the Acquisition will add value for
Shareholders by:
-- bringing into the Group a market leading business, positioned
in growth markets offering attractive margins;
North American Piling's EBITDA margins have averaged around 19
per cent. in the period from 2004 to 2013, significantly above the
average EBITDA margin of Keller's existing North American business
over the same period. The Directors believe that these
comparatively high margins can be attributed to North American
Piling's strong market presence, and its ability to perform
challenging work for customers in end markets for whom safety,
quality and reliability are key.
-- increasing the Group's exposure to the North American energy
and resources sector, including the Alberta oil sands segment,
positioning it to benefit from growing longer-term demand from this
sector;
In common with Keller, North American Piling is focused on the
non-residential construction market, with around 50 per cent. of
its revenue in the three years ended 31 March 2013 derived from
work performed in Alberta, in part related to oil sands projects.
The remaining Canadian revenue was mainly derived from Ontario,
Saskatchewan and British Columbia and was largely non-oil
resource-related.
Canada is ranked third in the world for oil reserves, with 97
per cent. of these reserves in the oil sands, which are found in
three deposits covering areas of Alberta, north and east of
Edmonton. Approximately 90 per cent. of the crude oil production in
Canada is produced in Western Canada, of which 60 per cent. is
derived from the oil sands. This is forecast to increase to more
than 80 per cent. over the next 20 years. (Source: Canadian
Association of Petroleum Producers).
The Directors believe the Acquisition will increase and broaden
the Group's exposure to the North American energy and resources
market which will allow the Enlarged Group to benefit from the
ongoing investment in Canada's resource industry.
-- providing the opportunity to develop broader customer relationships and secure new customers;
North American Piling has a wide and diverse customer base which
it served in the course of undertaking approximately 250 projects
in the year to 31 March 2013. North American Piling's larger
customers include leading engineering, procurement and construction
contractors and project owners in Canada, a number of whom are
global businesses which are already served by Keller in markets
outside of Canada.
-- expanding the Group's presence in the relatively
under-developed Canadian geotechnical segment; and
The Directors believe that the Canadian market for specialty
geotechnical services is less developed than those in the US and
Europe. Some of the Group's techniques are not widely available in
Canada and remain niche services. The Directors believe that an
increasing market acceptance of these techniques in Canada offers
significant long-term organic growth potential. While North
American Piling operates across Canada, a significant part of its
activities are focused on the piling opportunities of the oil and
natural resources market. Keller expects to have the opportunity to
accelerate the growth of its existing geotechnical business into
this sector and throughout Canada's other construction markets.
This will be facilitated by support from Keller's existing US
business.
-- delivering attractive financial metrics, including an
immediate and significant enhancement in earnings per share.
The Acquisition will reflect an enterprise value to EBITDA
multiple of between 4.9 and 6.9 based on the EBITDA earned in the
year to 31 March 2013 depending on the amount of additional
deferred contingent consideration paid pursuant to the
Acquisition.
Overall, the Directors believe that North American Piling will
support the Group's growth and strategic objectives and will help
to consolidate Keller's position as a leading independent ground
engineering specialist, building on its existing position in North
America. The Acquisition is expected to enable the Group to
establish a significant market presence in Canada and broaden its
geographic reach in the country's high growth regions, including
the resource-rich regions of Western Canada. The Directors believe
that North American Piling's market position, resources and
customer network should also enable Keller to accelerate the sales
growth of its wider product range throughout Canada.
In summary, the Directors believe that the Acquisition has a
clear strategic rationale that is expected to yield benefits for
Shareholders, customers and employees.
Current trading and prospects
Keller
On 15 May 2013, Keller released its trading update for the
period 1 January 2013 to 14 May 2013 which stated in relation to
Keller's current trading and prospects:
"As anticipated in our full-year results announcement in March,
economic conditions across our global construction markets continue
to be varied. We remain optimistic about a progressive
strengthening of the North American construction markets, assuming
that the wider US fiscal position does not worsen. Whilst economic
uncertainty in Europe continues to hold back a recovery in its
construction markets, we have seen no further deterioration in
market conditions since the start of the year. Elsewhere, the
two-speed construction market in Australia continues, whilst in
Asia we continue to see good opportunities.
"Keller has had a strong start to the year, helped by the
successful completion of a number of major projects, good contract
performance overall and relatively benign winter weather in our
markets in North America. This has resulted in both revenue and
profit in the first four months being better than the Board
expected at the time of announcing the Group's 2012 preliminary
results.
"After adjusting for the exceptionally large Wheatstone project,
which was awarded in January 2012 and on which we have only
recently mobilised, order intake for the year to date has been at a
similar level to the same period last year. Accordingly, the order
book for work to be executed over the next 12 months is broadly in
line with this time last year.
"Looking ahead to the rest of the year, the Board expects to see
a continuation of recent progress."
Since the update on 15 May 2013, there has been no significant
change in the Group's trading and prospects.
North American Piling
In the 12 months to 31 March 2013, being the end of the last
period covered by the Accountant's Report, North American Piling
benefitted from a buoyant market and a number of large contracts,
as a result of which revenue was up by 28 per cent. on the previous
year to CDN$236.5 million (GBP149.7 million) and EBITDA was up by
31 per cent., to CDN$46.3 million (GBP29.3 million). Following a
particularly strong performance for the year ended 31 March 2013,
the Directors are assuming a lower level of profitability for North
American Piling for the year ending 31 March 2014. Since 1 April
2013, North American Piling has continued to trade well and had a
robust order book at the end of May 2013.
Management of the Enlarged Group
Following Completion, North American Piling will be run by
Bernie Robert, the chief executive officer, and Jim Humphries, the
chief operating officer, who collectively have substantial
experience of the industry and North American Piling specifically.
Both individuals have played key roles in the expansion of North
American Piling in recent years and in the development and
implementation of its strategy, which has focused on organic growth
complemented by a number of strategic bolt-on acquisitions.
Reporting to them, North American Piling has an experienced
management team and skilled employees, who are expected to
contribute further to the success of the Enlarged Group.
Within the Enlarged Group, North American Piling will form part
of Keller's North American division, reporting directly into the
managing director of Keller North America. The divisional
management team of Keller North America has a strong track record
of growing its business both organically and through
acquisitions.
Key terms of the Acquisition
The Acquisition Agreement provides that:
a) North American Piling will be acquired by the Purchaser;
b) the initial consideration payable to the Seller for North
American Piling will be CDN$227.5 million (GBP144.0 million), on a
cash and debt free basis, with up to a further CDN$92.5 million
(GBP58.5 million) payable in deferred contingent consideration
depending upon North American Piling's financial performance in the
three year period following Completion. The deferred contingent
consideration is payable by reference to North American Piling's
EBITDA (as such term is defined in the Acquisition Agreement) as
follows:
(i) a maximum of CDN$30 million (GBP19.0 million) conditional
upon reaching an annualised EBITDA of CDN$45 million in the period
from Completion to 30 June 2014. This amount is reduced by CDN$2
for every CDN$1 by which this EBITDA is below CDN$45 million,
falling to zero at an EBITDA of CDN$30 million;
(ii) a maximum of CDN$27.5 million (GBP17.4 million) conditional
upon reaching an EBITDA of CDN$45 million in the year from 1 July
2014 to 30 June 2015. This amount is reduced by CDN$1.83 for every
CDN$1 by which EBITDA is below CDN$45 million, falling to zero at
an EBITDA of CDN$30 million; and
(iii) a payment of CDN$0.50 for every CDN$1 by which the
cumulative EBITDA earned over the initial three year period
following Completion exceeds CDN$135 million. This amount is capped
at CDN$35 million (GBP22.1 million) and is payable in stages during
the course of this three year period.
c) the initial consideration payable for North American Piling
is subject to a post Completion adjustment depending on the actual
levels of working capital, net debt and capital liabilities
relating to equipment leases of North American Piling as at
Completion; and
d) Completion is conditional upon, inter alia:
(i) the passing of the Resolution at the General Meeting;
(ii) Admission; and
(iii) satisfying or obtaining the Canadian Competition Act Clearance.
Financing of the Acquisition
The Acquisition is being funded through a combination of the net
proceeds of the Placing, together with the drawdown of some of the
available funds under the New Bank Facility and existing bank
facilities.
The Placing, which has been underwritten by Investec and
Jefferies, will raise gross proceeds of GBP58.7 million. The
Placing Price represents a discount of 1.8 per cent. to the middle
market price as derived from the London Stock Exchange as at the
close of business on 10 June 2013. The Placing will complete on 14
June 2013 and is not conditional on the Resolution being passed or
completion of the Acquisition. 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.
Financial impact of the Acquisition and the Placing
The impact of the Placing, the drawdown of some of the available
funds under the New Bank Facility and existing bank facilities and
the Acquisition would have led to a pro forma movement in net
assets from GBP335.7 million to GBP387.8 million as at 31 December
2012, as set out in further detail in the unaudited pro forma
statement of net assets in the Circular.
It is expected that the Acquisition will be immediately and
significantly earnings enhancing. However, no statement in this
announcement should be interpreted to mean that the future earnings
per share of the Enlarged Group will necessarily match or exceed
the historical published earnings per share of Keller.
In light of the scale and size of the proposed Acquisition, the
Directors believe that Keller has taken a prudent approach to
financing the Acquisition and associated expenses through a
combination of equity and debt, which balances a conservative
financing structure and return for Shareholders. Taking into
account the cyclicality of the industry in which the Enlarged Group
will operate, the Board believes it is prudent to create a diverse
funding structure that combines existing borrowing facilities, the
New Bank Facility and the Placing to provide both for the
Acquisition and for the continued financial strength and
flexibility of the Enlarged Group.
The Directors expect pro forma leverage on Completion to be 1.3
times net debt to trailing 12-months EBITDA (to 31 March 2013) of
the Enlarged Group, reducing significantly by the end of the first
full financial year after Completion.
Dividends and dividend policy
Following Completion, the Board of Keller intends to maintain
its progressive dividend policy, which takes into account both the
underlying growth in Group earnings and investment
opportunities.
DEFINITIONS
The following definitions apply throughout this document, unless
the context requires otherwise:
"Acquisition"
the proposed acquisition by 0971408 B.C. Ltd (a newly
incorporated wholly-owned subsidiary of the Company), of North
American Piling pursuant to the Acquisition Agreement;
"Acquisition Agreement"
the conditional business sale and purchase agreement dated 11
June 2013 between (1) the Company, (2) the Purchaser and (3) North
American Energy Partners regarding the sale and purchase of North
American Piling;
"Admission"
the admission of the Placing Shares to the Official List
becoming effective in accordance with the Listing Rules and the
admission of such shares to trading on the main market of the
London Stock Exchange for listed securities becoming effective in
accordance with the Admission and Disclosure Standards;
"Board"
the board of directors of the Company;
"Canadian Competition Act"
the Competition Act under the federal laws of Canada, as amended
and for the time being in force;
"Canadian Competition Act Clearance"
either: (a) the Commissioner of Competition or his designee
issuing an advance ruling certificate under section 102(1) of the
Canadian Competition Act, or (b)(i) the statutory waiting period
prescribed under section 123 of the Competition Act having expired
or having been terminated in accordance with that section, or the
obligation to submit a notification having been waived pursuant to
section 113(c) of the Canadian Competition Act, and (ii) the
Commissioner of Competition or his designee having issued a letter
to Keller confirming that the Commissioner of Competition does not,
at such time, intend to bring an application to the Competition
Tribunal under section 92 of the Canadian Competition Act;
"CDN$"
Canadian dollars;
"Circular"
the circular to be sent to Shareholders containing details of
the Acquisition and the notice of the Keller General Meeting at
which the Resolution will be proposed for the approval of the
Acquisition by Keller Shareholders;
"Company" or "Keller"
Keller Group plc;
"Completion"
completion of the Acquisition in accordance with the terms of
the Acquisition Agreement;
"Directors"
the current directors of the Company;
"Disclosure and Transparency Rules" or "DTR"
the Disclosure and Transparency Rules made under Part VI of
FSMA, as amended from time to time;
"EBITDA"
earnings before interest, taxes, depreciation and
amortisation;
"Enlarged Group"
the post-Acquisition new enlarged group of Keller;
"FCA" or "Financial Conduct Authority"
the United Kingdom Financial Conduct Authority;
"General Meeting"
the General Meeting of Keller to be held at the offices of
Investec Bank plc, 2 Gresham Street, London EC2V 7QP on 28 June
2013 at 10.00 a.m., notice of which is set out at the end of the
Circular;
"Geo-Foundations"
Geo-Foundations Contractors Inc., an indirectly wholly-owned
subsidiary of the Company acquired by the Group in January
2013;
"Group" or "Keller Group"
the Company and each of its subsidiaries and subsidiary
undertakings from time to time;
"Investec"
Investec Bank plc, a limited company incorporated under the laws
of England and Wales with registered number 00489604;
"Jefferies"
Jefferies International Limited, a limited company incorporated
under the laws of England and Wales with registered number
01978621;
"Listing Rules"
the listing rules made by the FCA under Part VI of FSMA (as
amended from time to time);
"London Stock Exchange"
the London Stock Exchange plc;
"New Bank Facility"
the facility agreement dated 10 June 2013 entered into between
amongst others (1) the Company, (2) its subsidiaries, (3) Lloyd's
TSB Bank plc, The Royal Bank of Scotland plc, Wells Fargo Bank,
N.A., London Branch and HSBC Bank plc; described in paragraph 5.1.3
of Part VII (Additional Information) of the Circular;
"North America"
the United States of America and Canada;
"North American Piling"
means certain of the assets of North American Energy Partners,
Inc. that comprise North American Energy Partners' broad range of
piling related solutions, including: drilled piles, driven piles,
helical piles and earth retention systems, as well as pipeline
anchor systems and tank services;
"Ordinary Shares"
ordinary shares of ten pence each in the capital of the
Company;
"Placing"
the placing of the Placing Shares at the Placing Price;
"Placing Shares"
the 6,600,000 new Ordinary Shares to be issued at the Placing
Price pursuant to the Placing;
"Placing Price"
the issue price of 890 pence per Placing Share pursuant to the
Placing;
"PRA" or "Prudential Regulation Authority"
the United Kingdom Prudential Regulation Authority;
"Resolution"
the ordinary resolution to be proposed at the General Meeting
and set out in the Notice of the General Meeting;
"Shareholders"
holders of Ordinary Shares;
"Sterling" or "GBP" or "pence"
the lawful currency of the UK;
"United Kingdom" or "UK"
the United Kingdom of Great Britain and Northern Ireland.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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