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.

30 November 2018

Grainger plc (the "Company")

Results of General Meeting and posting of Provisional Allotment Letters

The Company announces that, at the General Meeting held today, the resolution proposed to approve the acquisition of GRIP REIT plc (as set out in full in the Notice of General Meeting included in the Prospectus dated 14 November 2018) was passed on a show of hands as an ordinary resolution (the "Resolution").

Proxies were received by the Company from Shareholders in advance of the General Meeting as follows:

As at the date of the General Meeting, there were 417,339,625 ordinary shares of 5p each in issue (excluding treasury shares).

Helen Gordon, Chief Executive of the Company, said:

"We are pleased today to receive the strong positive support of our shareholders to accelerate our strategy through taking full ownership of GRIP, a £700m PRS portfolio. This acquisition will reinforce Grainger's position as the UK's market leader in the private rented sector and will deliver enhanced shareholder returns."

The Acquisition will be funded by the Company's £346.7 million Rights Issue which has been fully underwritten by J.P. Morgan Cazenove and Numis.

The Record Date for entitlement under the Rights Issue was 5.00 pm on 28 November 2018. Provisional Allotment Letters are expected to be posted today to Qualifying Non-CREST Shareholders (other than, subject to certain exceptions, Excluded Shareholders). CREST stock accounts of Qualifying CREST Shareholders (other than, subject to certain exceptions, Excluded Shareholders), are expected to be credited with Nil Paid Rights in respect of the New Ordinary Shares as soon as practicable after 8.00 a.m. on 3 December 2018.

Application will be made to the UKLA for 194,758,491 New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the main market for listed securities of the London Stock Exchange. This includes an application of an additional 9,578 New Ordinary Shares allotted in connection with the Rights Issue in respect of 20,525 ordinary shares which were issued following the exercise of options by employees under the Grainger plc Save As You Earn Share Option Schemes after the publication of the Prospectus.

It is expected that Admission of the New Ordinary Shares (Nil Paid) will occur at or around 8.00 a.m. on 3 December 2018.

The latest time and date for acceptance, payment in full and registration of renunciation of Provisional Allotment Letters is expected to be 11.00 a.m. on 17 December 2018.

Capitalised terms used in this announcement have the meanings given to them in the combined prospectus and class 1 circular dated 14 November 2018 (the "Prospectus"), which is available on the Company's website (www.graingerplc.co.uk) and may be inspected at the registered office of the Company at Citygate, St James' Boulevard, Newcastle upon Tyne, NE1 4JE during normal business hours on any Business Day up to and including the date of Admission.

A copy of this announcement confirming the voting figures will be displayed shortly on the Company's website at www.graingerplc.co.uk.

In accordance with the Listing Rules of the Financial Conduct Authority, a copy of the Resolution will shortly be submitted to the National Storage Mechanism and will 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 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.

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.

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, 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.

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.