Announcement re: Rights Issue

RNS Number : 9975I
Galliford Try PLC
27 March 2018
 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF EU REGULATION 596/2014.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, ANY OF THE EXCLUDED TERRITORIES OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

FOR IMMEDIATE RELEASE

27 March 2018

Galliford Try plc

 1 for 3 fully underwritten £157.6 million Rights Issue

Further to its announcement on the 14 February 2018, Galliford Try plc ("Galliford Try" or the "Company" today announces a fully underwritten rights issue to raise gross proceeds of approximately £157.6 million. A prospectus containing full details of the Rights Issue (the "Prospectus") is expected to be made available on the Group's website, www.gallifordtry.co.uk, later today.

1. Details of the Rights Issue

·      1 for 3 fully underwritten rights issue of 27,741,204 new ordinary shares of 50 pence each in the capital of Galliford Try (the "New Ordinary Shares") to raise gross proceeds of approximately £157.6 million.

·      The issue price of 568 pence per Rights Issue Share represents a 32.8 per cent. discount to the theoretical ex-rights price based on the closing middle-market price as derived from the Stock Exchange Daily Official List of 937.5 pence for an Ordinary Share on 26 March 2018 (being the last Business Day prior to the date of this announcement).

·      The New Ordinary Shares will be issued pursuant to the authority granted under the resolutions passed at the Annual General Meeting of Galliford Try held in November 2017.

·      The Rights Issue is fully underwritten by HSBC Bank plc, Peel Hunt LLP and Barclays Bank PLC.

2. Background to and reasons for the Rights Issue

2.1 Background

Galliford Try is one of the UK's leading housebuilding, regeneration and construction groups, operating through three strong businesses: Linden Homes, Partnerships & Regeneration and Construction.

During the period from 2009 to 2017, Galliford Try's group revenue, grew from £1,461.2 million to £2,662.1 million, both organically and through acquisition, benefitting from, amongst other things, the recovery of the UK housebuilding market following the global financial crisis and the expansion of Linden Homes and Partnerships & Regeneration, as well as the acquisition of Miller Construction in July 2014, Shepherd Homes in May 2015 and Drew Smith in May 2017.

In February 2017, the Company set out its "Strategy to 2021" (the "2021 Strategy"), which was built on three central themes:

1.         Operate sustainably;

2.         Drive operating efficiencies; and

3.         Maintain capital discipline.

Since the establishment of the 2021 Strategy, the Group has reported good progress towards achieving its financial targets, including in the most recently reported period covering the six months to 31 December 2017. These financial targets specify objectives for each of the Group's businesses and amount to, in aggregate: (i) a growth in profit before tax of 60 per cent. over the five year period; (ii) a five year total dividend CAGR of at least five per cent.; and (iii) a return on net assets in FY2021 of at least 25 per cent (prior to the impact of the issue of the New Ordinary Shares).

On 3 May 2017, Galliford Try announced that, while the Group continued to record strong trading across its core businesses, the performance of the Construction business would be impacted by non-recurring costs of approximately £98 million following a reappraisal of costs to complete, and recoveries from, legacy contracts. Approximately 80 per cent. of this cost related to two large infrastructure joint ventures, with the vast majority of such costs being attributable to the AWPR contract conducted through a joint venture with Carillion and Balfour Beatty.

On 15 January 2018, the Group announced that, as a result of the compulsory liquidation of Carillion, it expected to incur additional costs related to AWPR, of between £30 million and £40 million, and in its half year results to 31 December 2017 announced a related £25 million exceptional cost. The terms of the Group's joint venture agreement are such that the remaining joint venture members are obliged to complete the contract, with any shortfall funded equally by the remaining joint venture members. The final over-run cost to the Group will be the Group's share of costs actually incurred to complete the project (including half of those costs not covered by Carillion), less the Group's half-share of any recoveries ultimately obtained. The over-run costs on AWPR, compounded by Carillion's compulsory liquidation, are expected in total to absorb in excess of £150 million of the Group's cash (prior to any recoveries). However, the total exceptional costs and final cash impacts of the AWPR contract are ultimately dependent on completion of the project and agreement of any associated recoveries, which cannot currently be predicted with certainty.

The Group continues to make good progress towards resolving AWPR and practical completion of the construction work is expected in summer 2018. Further, despite the issues encountered in relation to AWPR, the 2021 Strategy and related financial targets remain unchanged. The AWPR contract was entered into in December 2014. Following Bill Hocking's appointment to the position of Chief Executive of the Group's Construction business in September 2015, the Group changed its tendering policy and no longer enters into significant infrastructure contracts on a fixed price, all risk basis. This reflected the broader shift of emphasis in the Construction business towards a model focussed on improving profitability through the prudent management of risk. As previously announced by the Group, the other legacy construction contracts are substantially complete with no additional exceptional costs being incurred.

Galliford Try has three strong businesses, is operating within its financial covenants and the terms of its borrowing facilities, and its balance sheet will be strengthened further by the Rights Issue. The Group currently has sufficient financial resources to meet its obligations, including the estimated impact of Carillion's liquidation. However, this would involve diverting capital away from the Linden Homes and Partnerships & Regeneration businesses, thereby reducing their ability to capitalise on the material growth opportunities these businesses are well positioned to deliver.

The Group has £550 million of debt facilities, comprising a £450 million revolving credit facility which matures in 2022, of which £100 million was drawn as at 31 December 2017, and £100 million of private placement notes due 2027. The Group will continue with its current gearing target of financial year end net debt to net assets of no greater than 30 per cent. The Group's defined benefit pension obligations are well provided for, with a fair value of plan assets as at 31 December 2017 of £248.0 million and the present value of obligations at £250.7 million resulting in a balance sheet liability of £2.7 million as at that date.

2.2        Reasons for the Rights Issue

The Rights Issue proceeds will be applied to cover over-run costs in relation to the AWPR contract, compounded by the compulsory liquidation of Carillion, which together have increased the Group's total cash commitments to the project by in excess of £150 million (prior to any recoveries).The Board believes that the Rights Issue proceeds will strengthen the Group's balance sheet and ensure that the Group's businesses are in a position, with the appropriate capital, to deliver on their respective growth opportunities in line with the Company's stated 2021 Strategy, in particular in the Linden Homes and Partnerships & Regeneration businesses through, for example, volume growth from existing and new geographies, strategic land opportunities and increased investment in the provision of mixed-tenure housing.

The Board also considers that a strengthened financial position for Galliford Try will demonstrate the Group's continued and enhanced financial strength and stability to Galliford Try's shareholders, customers, suppliers and other stakeholders and reaffirm the Group's capacity to act as a leading partner on significant projects.

3. Use of proceeds

The Rights Issue is expected to raise gross proceeds of approximately £157.6 million, which the Group expects to use to cover over-run costs in relation to the AWPR contract, strengthen the Group's balance sheet and ensure that the Group's businesses are in a position, with the appropriate capital, to deliver on their respective growth opportunities in line with the Group's stated 2021 Strategy, in particular in the Linden Homes and Partnerships & Regeneration businesses through, for example, volume growth from existing and new geographies, strategic land opportunities and increased investment in the provision of mixed-tenure housing.

4. Current trading and prospects

On 14 February 2018, the Group announced its interim results for the six month period ended 31 December 2017. The results showed strong financial and operational performance across all three businesses with good progress being made against the Group's growth plan to 2021. Highlights included:

·        Linden Homes delivered an excellent performance in the first half: strong volume growth with revenue up 7.2 per cent. compared to the six months ended 31 December 2016 and operating profit margin (excluding land sales) improved to 18.5 per cent. (H1 2017: 16.3 per cent.), reflecting the increased focus on standardisation and operating efficiencies;

·        Partnerships & Regeneration has seen a significant revenue increase of 54.9 per cent. over H1 2017, excellent operating profit margin progress to 4.8 per cent. (H1 2017: 3.4 per cent.), and continuing strengthening of the contracting order book, up 40 per cent. to £1.3 billion and the mixed tenure sales reserved, exchanged or completed, up 30 per cent. to £120 million as at 31 December 2017, in each case compared to the six months ended 31 December 2016. Further revenue growth and margin gains are expected, driven by continuing strong demand and geographical expansion; and

·        Construction's underlying business continues to improve following the changes made to its tendering processes. Operating profit margin increased to 0.9 per cent. (H1 2017: 0.4 per cent.) and a high-quality order book has been maintained at £3.5 billion (H1 2017: £3.4 billion). There has been an encouraging performance on more recently secured contracts, which supports Construction's strategic objectives.

The UK Government's stated commitment to the housing market, including Help to Buy and the relaxation of stamp duty for first time buyers, along with good mortgage availability and low interest rates, benefits both the Group's private and affordable homes businesses. The Construction business, operating predominantly in the public and regulated sectors, continues to benefit from a strong order book, with an encouraging pipeline of opportunities from the current and planned investment in the nation's infrastructure.

Linden Homes entered the second half of the financial year with a solid forward order book and total sales currently reserved, contracted and completed of £762 million (H1 2017: £747 million). Further improvement in the operating margin is expected in the second half of the financial year in line with the 2021 strategic targets. Linden Homes' sales rate remains encouraging, and the business continues to see opportunities in the availability of prime sites in popular locations and at good hurdle rates.

Partnerships & Regeneration continues to benefit from strong demand nationally for affordable housing and its prominence and focus across all political parties. The business had a strong first half including a number of wins in both contracting and mixed tenure. The business expects to see further improvement in the second half of the financial year driven by strong demand and the business' continuing geographical expansion.

Construction's underlying performance continues to improve through its focus on risk management and careful contract selection. The business benefits from its participation on multiple frameworks and its high quality contract order book. At 31 December 2017, with 99 per cent. of revenue secured for the current financial year and 61 per cent. secured for FY2018/19 (H1 2017: 94 per cent. and 62 per cent. respectively) the Company's revenue guidance remains unchanged. Construction is encouraged by the performance of its newer won projects.

5. Dividends and dividend policy

The Board understands the importance of optimising value for shareholders and believes in balancing returns to shareholders with investment in the business to support future growth. To this end, as announced on 14 February 2018, the Board has decided to bring forward the planned increase in dividend cover to 2.0x pre-exceptional earnings per share which will be effective for the current financial year ending 30 June 2018.

Reflecting this, and the Group's strong underlying performance during the half year to 31 December 2017, the Board declared an interim dividend of 28p per share (H1 2017: 32p) which will be paid on 6 April 2018 to shareholders on the register at close of business on 16 March 2018.

Peter Truscott, Chief Executive Officer said:

"Following the Group's strong financial and operational performance in the first half, with revenue growth across all three of our businesses and excellent progress against our 2021 strategy, we are pleased today to announce the terms of the Group's fully underwritten Rights Issue.

We see excellent opportunities and demand for both our private and affordable homes businesses and our Construction business continues to benefit from the current and planned investment in the nation's infrastructure.

The Rights Issue proceeds will strengthen the Group's balance sheet and ensure that the Group's businesses are in a position, with the appropriate capital, to deliver on their respective growth opportunities in line with the Group's stated 2021 Strategy."

Indicative abridged timetable of principal events

Record Date for entitlement under the Rights Issue

Close of business on 23 March 2018

Publication and posting of the Prospectus

27 March 2018

Despatch of Provisional Allotment Letters (to Qualifying Non-CREST Shareholders only)

27 March 2018

Ex entitlement date for the Rights Issue

8.00 a.m. on 28 March 2018

Admission and commencement of dealings in New Ordinary Shares, nil paid, on the London Stock Exchange

8.00 a.m. on 28 March 2018

Latest time and date for acceptance and payment in full and registration of renounced Provisional Allotment Letters

11.00 a.m. on 13 April 2018

Commencement of dealings in New Ordinary Shares fully paid on the London Stock Exchange

8.00 a.m. on 16 April 2018

 

Prospectus

·      The Prospectus is expected to be made available on the Group's website, www.gallifordtry.co.uk, later today.

·      The Prospectus will be submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM following publication.

The preceding summary should be read in conjunction with the full text of the Prospectus. Capitalised terms used in this announcement shall have the meanings set out in Appendix 1.

The person responsible for making this announcement on behalf of Galliford Try is Kevin Corbett, General Counsel and Company Secretary.

For further enquiries please contact:

 

Galliford Try

01895 855 001

Peter Truscott, Chief Executive


Graham Prothero, Finance Director


 

Rothschild (Financial Adviser to Galliford Try)

020 7280 5000

John Deans


Alex Midgen


Peter Nicklin


Peter Everest


 

HSBC Bank plc

020 7991 8888

(Joint Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)

Mark Dickenson


Richard Fagan


Simon Cloke


Keith Welch


 

Peel Hunt LLP

020 7418 8900

(Joint Sponsor, Joint Global Coordinator, Joint Bookrunner and Joint Corporate Broker)

Charles Batten


Edward Knight


Harry Nicholas


Alastair Rae


 

Barclays Bank PLC (Joint Bookrunner)           

020 7623 2323

James Thomas


Lawrence Jamieson


Beau Freker


 

Tulchan Communications (PR adviser to Galliford Try)

020 7353 4200

James Macey White


Martin Pengelley


Elizabeth Snow


 

 

Notes to editors

 

Galliford Try is listed on the London Stock Exchange and is a member of the FTSE 250. Housebuilding - through the Linden Homes business - develops private and affordable homes in prime locations. Partnerships & Regeneration - the regeneration business - delivers mixed-tenure solutions working with housing association, local authority and private sector partners. Operating as Galliford Try and Morrison Construction, the Construction business carries out building and infrastructure projects with clients in the public, private and regulated sectors. At the end of the last financial year to 30 June 2017, the Group generated revenue of £2.8 billion.

Important Notice

This is not a prospectus but an advertisement. Investors should not subscribe for the securities referred to in this advertisement except on the basis of information in the Prospectus. A prospectus will be published today in connection with the proposed Rights Issue. Copies of the Prospectus will, following publication, be available through the website of Galliford Try at www.galllifordtry.co.uk, provided that the Prospectus will not, subject to certain exceptions, be available (whether through the website or otherwise) to shareholders in the United States or any of the other Excluded Territories. The Prospectus will give further details of the Securities being offered pursuant to the Rights Issue,

The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. The information in this announcement is subject to change. Nothing in this announcement should be interpreted as a term or condition of the Rights Issue.

This announcement contains unaudited information based on management accounts and forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as such as "target", "believe", "expect",  "may",  "estimate", "plan", "will",   "would", "could" and any other words and terms of similar meaning or the negative thereof. Undue reliance should not be placed on any such statements because they speak only as at the date of this announcement and, by their very nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors that could cause actual results, and Galliford Try's plans and objectives, to differ materially from those expressed or implied in the forward-looking statements.

There are a number of factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are: increased competition; the loss of or damage to one or more key customer relationships; changes in the economies, political situations and markets in which Galliford Try operates; currency fluctuations; changes in interest and tax rates; changes in laws, regulations or regulatory policies; the failure to retain key management; or the key timing and success of future opportunities or major investment projects.

Galliford Try undertakes no obligation to revise or update any forward-looking statement contained within this announcement, regardless of whether those statements are affected as a result of new information, future events or otherwise, save as required by law and regulations.

Statements contained in this announcement regarding past trends or activities should not be taken as a representation that such trends or activities will continue in the future. Any indication in this announcement of the price at which New Ordinary 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 or is intended to be a profit forecast or profit estimate or to imply that the earnings of the Company for the current or future financial years will necessarily match or exceed the historical or published earnings of the Company. The price of shares and the income from them may go down as well as up and investors may not get back the full amount invested on disposal of the shares. Past performance is no guide for future performance.

The information contained herein is not for distribution or publication, whether directly or indirectly and whether in whole or in part, in or into the United States or any of the other Excluded Territories. The distribution of this announcement and/or the Prospectus and/or the Provisional Allotment Letter and/or the transfer of the New Ordinary Shares into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement and/or the Prospectus and/or the Provisional Allotment Letter comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of such jurisdiction. In particular, subject to certain exceptions, the Prospectus and the Provisional Allotment Letter should not be distributed, forwarded to or transmitted in or into the United States or any of the other Excluded Territories. There will be no public offer of securities in the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction.

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the Financial Conduct Authority, in the United Kingdom; HSBC Bank plc ("HSBC"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom; Peel Hunt LLP ("Peel Hunt") which is authorised and regulated by the Financial Conduct Authority in the United Kingdom; Barclays Bank PLC ("Barclays") which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom are acting for Galliford Try  and no one else in connection with the Rights Issue referred to in this announcement or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement and will not regard any other person (whether or not a recipient of this announcement) as a client and will not be responsible to anyone other than Galliford Try for providing the protections afforded to their respective clients or for providing advice in connection with the Rights Issue referred to in this announcement or any other transaction(s), arrangement(s) or matter(s) referred to in this announcement.

In connection with the Rights Issue, each of the Joint Bookrunners, and any of their respective affiliates, acting as investor for its own account, may take up the New Ordinary Shares and/or related instruments in the Rights Issue and in that capacity may retain, purchase or sell for its own account such securities and any New Ordinary Shares or related investments and may offer or sell such New Ordinary Shares or other investments otherwise than in connection with the Rights Issue. Accordingly, references in this announcement to New Ordinary Shares being offered or placed should be read as including any offering or placement of New Ordinary Shares to any of the Joint Bookrunners or any of their respective affiliates acting in such capacity. None of the Joint Bookrunners intends to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so. In addition, the Joint Bookrunners or their affiliates may enter into financing arrangements (including swaps) with investors in connection with which the Joint Bookrunners (or their affiliates) may from time to time acquire, hold or dispose of New Ordinary Shares.

This announcement has been issued by Galliford Try and is the sole responsibility of Galliford Try. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Rothschild, HSBC, Peel Hunt or Barclays, or by any of their affiliates or agents as to, or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to any interested party or its advisers, and any responsibility or liability, whether arising in tort, contract or otherwise in respect of this announcement or any such statement, therefore is expressly disclaimed.

This announcement and the information contained herein is for information purposes only and does not constitute or form part of, and should not be construed as, any offer, invitation or recommendation to purchase, sell or subscribe for any securities in any jurisdiction and neither the issue of the information nor anything contained herein shall form the basis of or be relied upon in connection with, or act as an inducement to enter into, any investment activity.

This announcement and the information contained herein do not constitute an offer of securities in the United States. The securities referred to in this announcement have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, such registration requirements. There will be no public offering of any securities in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares have been subject to a product approval process, which has determined that they each are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares may decline and investors could lose all or part of their investment; the Nil Paid Rights, the Fully Paid Rights and the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the offer. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Underwriters will only procure investors who meet the criteria of professional clients and eligible counterparties.  For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the Nil Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares and determining appropriate distribution channels.

 

Appendix

"AWPR"

the Aberdeen Western Peripheral Route, the 58 kilometre long road around Aberdeen, Scotland

"Balfour Beatty"

Balfour Beatty plc

"Board"

the board of directors of Galliford Try

"Business Day"

any day on which banks are generally open in London for the transaction of business other than a Saturday or Sunday or public holiday in England and Wales

"CAGR"

compound annual growth rate

"Carillion"

Carillion plc

"CREST"

the system for the paperless settlement of trades in securities and the holding of uncertificated securities in accordance with the CREST Regulations operated by Euroclear UK & Ireland Limited

"Excluded Territories"

the United States, Canada, South Africa, the People's Republic of China (excluding Hong Kong), South Korea, Taiwan, Thailand, New Zealand, Bahrain, the Bahamas, Bermuda, Brazil, Djibouti, Malaysia, Monaco, Oman, Pakistan, Israel, India, Jordan, Turkey, the United Arab Emirates, the West Indies, Vietnam and any other jurisdiction outside the United Kingdom where the Company is advised that the allotment or issue of New Ordinary Shares pursuant to the Rights Issue would or may infringe the relevant laws and regulations for such jurisdiction or would or may require the Company to obtain any governmental or other consent or to effect any registration, filing or other formality which, in the opinion of the Company, it would be unable to comply with or is unduly onerous,

"Existing Ordinary Share(s)"

the Ordinary Shares at close of business on 23 March 2018

"Galliford Try" or the "Company"

 

"Galliford Try Group" or the "Group"

Galliford Try plc, a public limited company incorporated in England and Wales with registered number 836539, whose registered office is at Cowley Business Park, Cowley, Uxbridge, Middlesex UB8 2AL

the Company together with its subsidiaries and subsidiary undertakings

"Ordinary Shares"

ordinary shares of 50 pence each in the capital of the Company

"New Ordinary Shares"

the Ordinary Shares to be allotted and issued by the Company pursuant to the Rights Issue

"Prospectus"

the prospectus published by Galliford Try on or about the date of this announcement relating to the Rights Issue

"Provisional Allotment Letters"

the renounceable provisional allotment letter to be sent to certain Qualifying Non-CREST Shareholders in respect of the New Ordinary Shares to be provisionally allotted to them pursuant to the Rights Issue

"Qualifying Non-CREST Shareholders"

holders of Existing Ordinary Shares in certificated form (that is, not through CREST) on the register of members of the Company at close of business on 23 March 2018

"Rights Issue"

the issue by way of rights of New Ordinary Shares to holders of Existing Ordinary Shares on the register of members of the Company at close of business on 23 March 2018

 

 


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