Grainger plc Regulatory News (GRI)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

21 December 2018

Grainger plc (the "Company")

Completion of acquisition of GRIP REIT plc

The Company is pleased to announce that it completed the acquisition of the entire share capital and shareholder loans in GRIP REIT plc from its joint venture partner, APG on 20 December 2018.

For further information, please contact:

Grainger plc

Helen Gordon, Chief Executive Officer

Vanessa Simms, Chief Financial Officer

Kurt Mueller, Director of Corporate Affairs

Telephone: +44 (0) 20 7940 9500

Camarco

Ginny Pulbrook

Geoffrey Pelham-Lane

Tom Huddart

Telephone: +44 (0) 203 757 4992

J.P. Morgan Cazenove (Lead Financial Adviser)

Bronson Albery

Barry Meyers

Telephone: +44 (0) 207 742 4000

Numis Securities Limited (Sponsor)

Heraclis Economides

Richard Thomas

Ben Stoop

Telephone: +44 (0)20 7260 1000

Kempen (Financial Adviser)

Dick Boer

Thomas ten Hoedt

Telephone: +31 20 348 8500

IMPORTANT NOTICE

The contents of this announcement have been prepared by and are the sole responsibility of Grainger.

Neither the content of Grainger's website nor any website accessible by hyperlinks on Grainger's website is incorporated in, or forms part of, this announcement.

The distribution of this announcement into jurisdictions other than the United Kingdom may be restricted by law, and, therefore, persons into whose possession this announcement 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, this announcement should not be distributed, forwarded to or transmitted in or into in any jurisdiction where to do so might constitute a violation of local securities laws or regulations, including the United States, Australia, Canada, Japan and South Africa.

This announcement is not for publication or distribution, directly or indirectly, in or into the United States. This announcement does not constitute or form part of an offer of securities for sale or solicitation of an offer to purchase securities in the United States, Australia, Canada, Japan, South Africa or in any other jurisdiction in which such offer may be restricted. The securities referred to in this announcement have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state in the United States and may not be offered or sold in the United States, except in reliance on an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offering of securities in the United States.

Each of J.P. Morgan Cazenove, which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA") and the PRA, and Numis (together with J.P. Morgan Cazenove, the "Banks"), which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for the Company and no one else in connection with the acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Banks, nor for providing advice in relation to the acquisition or any other matters referred to in this announcement. Neither the Banks nor any of their respective affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person who is not a client of the Banks in connection with this announcement, any statement contained in herein or otherwise.

Kempen & Co N.V. ("Kempen") which is authorised and regulated in the Netherlands by the Dutch Authority for Financial Markets (AFM) is acting exclusively for the Company and to no one else in connection with the acquisition and will not be responsible to anyone other than the Company for providing advice in relation to the acquisition. Kempen, nor any of its respective affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, tort or, under statute or otherwise) to any person in connection with this announcement, any statement contained in herein or otherwise.