Grainger plc Regulatory News (GRI)

THE DISTRIBUTION OF THIS DOCUMENT IN JURISDICTIONS OTHER THAN THE UNITED KINGDOM MAY BE RESTRICTED BY LAW AND PERSONS INTO WHOSE POSSESSION THIS DOCUMENT COMES SHOULD INFORM THEMSELVES ABOUT AND OBSERVE ANY RELEVANT RESTRICTIONS. IN PARTICULAR, THIS DOCUMENT MAY NOT BE PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA.

14 November 2018

Grainger plc

Publication of Rights Issue Prospectus

Further to the announcement by Grainger plc (the "Company") earlier today relating to a fully underwritten rights issue to raise gross proceeds of approximately £347 million (the "Rights Issue"), the Financial Conduct Authority has approved a prospectus dated 14 November 2018 (the "Prospectus"). The Prospectus and form of proxy will be posted to shareholders today and the Prospectus has been published on the Company's website at www.graingerplc.co.uk.

Further details of the Rights Issue are set out in the Prospectus which is available on the Company's website (www.graingerplc.co.uk) or can be inspected at the registered office of the Company at Citygate, St James' Boulevard, Newcastle upon Tyne, NE1 4JE during normal business hours on each Business Day up to and including 17 December 2018. Copies of the Prospectus will also be available from the Company's receiving agent, Link Asset Services, at The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/nsm

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, Joint Bookrunner and Joint Broker to Grainger)

Bronson Albery

Barry Meyers

Telephone: +44 (0) 207 742 4000

Numis Securities Limited (Sponsor, Joint Bookrunner and Joint Broker to Grainger)

Heraclis Economides

Richard Thomas

Ben Stoop

Telephone: +44 (0)20 7260 1224

Kempen (Financial Adviser)

Dick Boer

Thomas ten Hoedt

Telephone: +31 20 348 8500

IMPORTANT NOTICE

This announcement has been determined to contain inside information for the purposes of Article 7 of the Market Abuse Regulation EU 596/2016. Upon publication of this announcement the inside information is now considered to be in the public domain.

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

All capitalised terms in this announcement have the meaning given to them in the announcement made by the Company at 7.00 a.m. on 14 November 2018, unless otherwise defined herein.

This announcement is not a prospectus but an advertisement and investors should not acquire any securities referred to in this announcement except on the basis of the information contained in the Prospectus. 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 by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.

A copy of the Prospectus will be available from Grainger's registered office and on Grainger's website at www.graingerplc.co.uk, provided that the Prospectus will not, subject to certain exceptions, be available to shareholders in certain excluded jurisdictions. 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.

This announcement has been prepared in accordance with English law, the EU Market Abuse Regulation and the Disclosure Guidance Rules and Transparency Rules of the Financial Conduct Authority and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

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, the Prospectus and the Provisional Allotment Letters 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 the Rights Issue 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, the Rights Issue 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.

No statement in this announcement is intended as a profit forecast and no statement in this announcement should be interpreted to mean that (i) future earnings per share, profits, margins or cash flows will necessarily match or be greater than the Company's historical published earnings per share, profits, margins or cash flows; or (ii) that the Company endorses the broker consensus referred to herein.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements may be identified by the use of forward-looking terminology, including the terms "targets", "believes", "expects", "aims", "intends", "will", "may", "anticipates", "would", "should", "could", "estimates", "forecast", "predict", "continue" or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Such forward-looking statements involve unknown risks, uncertainties and other factors which may cause the actual results, achievements or performance of the Company, in the industries in which it operates, to be materially different from any future results, achievements or performance expressed or implied by such forward-looking statements. Such risks, uncertainties and other factors include, but are not limited to, general economic and business conditions, changes in government relations or policy, competition and other risks. Given these uncertainties, recipients of this announcement are cautioned not to place any undue reliance on such forward-looking statements.

These forward-looking statements are stated as of the date of this announcement. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this announcement or to reflect the occurrence of unanticipated events, except as required by law. Any forward-looking statement contained in this announcement based on past or current trends and/or activities of the Company should not be taken as a representation that such trends or activities will continue in the future.

This announcement does not constitute a recommendation concerning the Rights Issue. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this announcement are not to be construed as legal, business, financial or tax advice. Each shareholder or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.