Weir Group Regulatory News (WEIR)

8 June 2023

Announcement of pricing of £300 million Sustainability-Linked Notes

The Weir Group PLC ("Weir"), a global mining technology leader, today announces that it has priced the offering (the "Offering") of £300 million aggregate principal amount of 6.875% Sustainability-Linked Notes due 14 June 2028 (the "Notes").

John Heasley, Chief Financial Officer, said:

"We are delighted with the positive response to the Group's debut investment grade sterling denominated bond offering. The net proceeds of the offering will be used to repay existing borrowings and for other general corporate purposes. As well as further strengthening our balance sheet with long-dated liquidity, the structuring of the offering as Sustainability-Linked notes underlines our commitment to reducing our environmental impact in line with our sustainability roadmap and ambitious SBTi approved targets."

The Notes will initially bear interest at a rate of 6.875% per annum to be paid annually in arrears on 14 June in each year. The interest on the Notes will be linked to achievement of Weir's Sustainability Performance Target ("SPT") to reduce absolute scope 1&2 market-based CO2e by 19.1% by 2026 from a 2019 baseline. The interest rate applicable to the Notes will increase by 0.75% at maturity for the final coupon if the Group does not attain its SPT as of 31 December 2026. 

The Offering is expected to settle and close on 14 June 2023, subject to customary conditions precedent for similar transactions.

Application has been made for the Notes to be admitted to the Official List of Euronext Dublin and to trading on the Global Exchange Market of Euronext Dublin.

IMPORTANT INFORMATION

The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement does not constitute an offer or an invitation to subscribe, purchase or otherwise acquire any Notes. The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the ''Securities Act''), or with any securities regulatory authority of any state or other jurisdiction of the United States, or any securities laws of any other jurisdiction. Accordingly, the Notes may not be offered, sold, resold, pledged, delivered or transferred, directly or indirectly, into or within the United States or to or for the account or benefit of "U.S. Persons" (as defined in Regulation S under the Securities Act).

This announcement is for distribution only to persons who are (i) outside the United Kingdom (ii) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the ''Financial Promotion Order''), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Promotion Order or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000, as amended (the ''FSMA'')) in connection with the issue or sale of any Notes may otherwise lawfully be communicated or caused to be communicated pursuant to the Financial Promotion Order (all such persons together being referred to as ''relevant persons''). This announcement is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial instruments (as amended, "MiFID II") ; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended or superseded, the ''Insurance Distribution Directive''), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the ''PRIIPs Regulation'') for offering or selling the Notes or otherwise making them available to retail investors in the EEA. has been prepared and therefore offering or selling Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA. Consequently, no key information document required by the PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the ''U.K. PRIIPs Regulation'') for offering or selling the Notes or otherwise making them available to retail investors in the U.K. has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the U.K. may be unlawful under the U.K. PRIIPs Regulation.

Statements herein may be "forward-looking statements" within the meaning of applicable securities laws and regulations. These views are based on a number of assumptions and are subject to various known and unknown risks, uncertainties and other facts, which in some cases are beyond our control. Such forward-looking statements are not guarantees of future performance and no assurance can be given that any future events will occur, that projections will be achieved or that Weir's assumptions will prove to be correct

About The Weir Group PLC

Founded in 1871, The Weir Group PLC is one of the world's leading engineering businesses with a purpose to make its mining and infrastructure customers' operations more sustainable and efficient. Weir's highly engineered technology enables critical resources to be produced using less energy, water and waste while reducing customers' total cost of ownership. The Group is ideally positioned to benefit from structural trends that support long-term demand for its technology including the need for more essential metals to support economic development and carbon transition. The Group has c.12,000 employees operating in over 60 countries with a presence in every major mining region of the world. Find out more at www.global.weir.

Weir's ordinary shares trade on the London Stock Exchange (ticker: WEIR LN) and its American Depositary Receipts trade over-the-counter in the USA (ticker: WEGRY).