Weir Group Regulatory News (WEIR)

The Weir Group PLC

7 May 2021

Announcement of pricing of US$800 million Sustainability-Linked Notes

The Weir Group PLC ("Weir") today announces that it has priced the offering (the "Offering") of US$800 million aggregate principal amount of 2.20% Sustainability-Linked Notes due 13 May 2026 (the "Notes").

John Heasley, Chief Financial Officer, said:

"We are delighted with the positive response to the Group's first syndicated bond offering in our 150-year history. The proceeds will be used to repay existing debt maturing in 2022 and 2023, and for other general corporate purposes. In addition to strengthening our balance sheet further, the structuring of the offering as Sustainability-Linked Notes also reaffirms our commitment to reducing our environmental impact, including delivering a 30% reduction in emissions by 20241."

The Notes will initially bear interest at a rate of 2.20% per annum to be paid semi-annually on 13 May and 13 November. The interest on the Notes will be linked to achievement of Weir's 2024 Sustainability Performance Target ("SPT") to reduce Scope 1 & Scope 2 emissions by 30%. The interest rate applicable to the Notes will increase by 0.25% to 2.45% per annum from and including the last interest payment date preceding 31 December 2024 if the Group does not attain its SPT.

The Offering is expected to close and the Notes are expected to be issued on or about 13 May 2021, 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.

1. Under the terms of the Notes, if, at least 30 days prior to the first interest payment date following 31 December 2024, Weir does not (i) satisfy the SPT, (ii) receive an assurance letter from an external verifier stating that the SPT has been attained (the "Assurance Letter") or (iii) provide a link to its website where the Assurance Letter is published, the interest rate on the Notes will increase by 0.25% to 2.45% per annum beginning from and including the last interest payment date preceding 31 December 2024.

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 or purchase 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 any securities laws of any other jurisdiction. Accordingly, the Notes are being offered and sold in the United States only to qualified institutional buyers (''QIBs'') in accordance with Rule 144A under the Securities Act (''Rule 144A'') and outside the United States to certain non-U.S. persons in accordance with Regulation S under the Securities Act (''Regulation S'').

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 (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 MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, 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 domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, 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 domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of 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.11,000 employees operating in over 60 countries with a presence in every major mining region of the world.

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).