Grainger plc Regulatory News (GRI)

22 November 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, DISTRIBUTE OR PUBLISH THIS ANNOUNCEMENT

GRAINGER PLC

(the "Issuer")

Notice to the holders of the £112,000,000 3.625 per cent. Convertible Bonds due 2014 (the "Convertible Bondholders" and the "Convertible Bonds", respectively)

ISIN: XS0298922617

Under Condition 3 of the Convertible Bonds, the Issuer has agreed that it will not, and will ensure that none of its Subsidiaries will, among other things, create any security interest over the whole or any part of its undertaking or assets to secure any Relevant Indebtedness or any guarantee in respect of any Relevant Indebtedness without at the same time according to the Convertible Bonds the same security interest. The Issuer has today announced that is has priced a proposed issue of £200m 5.0 per cent. Secured Notes due December 2020 (the "New Notes") which when issued will constitute Relevant Indebtedness. Accordingly, the floating charge security to be granted by the Issuer and certain of its Subsidiaries that will guarantee the New Notes (the "Guarantors") to secure the New Notes and the Guarantor's obligations under their guarantees of the New Notes (and which will also be shared by the lenders under certain loan facilities) will upon issue of the New Notes also secure the Convertible Bonds and the Guarantor's obligations under the guarantees of the Convertible Bonds which the Guarantors will give upon issue of the New Notes.

Copies of the documents relating to the floating charge security and related intercreditor arrangements will be available for inspection at the specified office of the Principal Paying and Conversion Agent from the date of issue of the New Notes.

Unless otherwise defined in this Notice, capitalised terms shall have the same meanings as given to them in the Conditions of the Convertible Bonds.

This Notice is given by Grainger plc.

For further information:

Disclaimer

The press release shall not constitute an offer to sell or the solicitation of an offer to buy securities. There will not be any sale of these securities in any such state or country in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any state or country.

This press release may not be distributed, directly or indirectly in or into the United States or to any U.S. person (as defined in Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act")). This press release is not an offer of securities for sale or the solicitation of any offer to buy securities in the United States or in any jurisdiction in which such offer or sale would be unlawful. The securities referred to herein have not been and will not be registered under the Securities Act, and may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act.

This press release 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 Grainger PLC about further events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from these projections.

Within the United Kingdom, this announcement is directed only at persons having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). The investment or investment activity to which this announcement relates is only available to and will only be engaged in with relevant persons and person who receive this announcement who are not relevant persons should not rely or act upon it.