THIS DOCUMENT AND ACCOMPANYING FORM OF PROXY ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice as soon as possible from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser authorised under the Financial Services and Markets Act 2000 if you are in the United Kingdom, or, if not, from another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or otherwise transferred all of your Ordinary Shares, please send this document together with the accompanying Form of Proxy as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee. If you sell or transfer or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the stockbroker, bank or other agent through whom the sale or transfer was effected.

KELLER GROUP PLC

(Incorporated and registered in England and Wales with registered number 02442580)

Proposed acquisition of the piling business of North American Energy Partners, Inc.

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Keller Group plc which is set out in Part I (Letter from the Chairman of Keller Group plc) of this document. The letter contains the unanimous recommendation of the Board of Keller to vote in favour of the Resolution. Please read the whole of this document.

Your attention is also drawn to the section headed "Risk Factors" set out in Part II (Risk Factors) of this document indicating the various factors that should be considered by Shareholders when considering what action to take in connection with the General Meeting.

This document is not a prospectus, but a shareholder circular, and it does not constitute or form part of any offer or invitation to purchase, acquire, subscribe for, sell, dispose of or issue, or any solicitation of any offer to sell, dispose of, issue, purchase, acquire or subscribe for, any security.

A summary of the action to be taken by Shareholders is set out on pages 10 and 11 of this document and in the accompanying Notice of General Meeting.

Notice of the General Meeting of Keller, to be held at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP at 10.00 a.m. on 28 June 2013, is set out at the end of this document. Shareholders will find enclosed with this document a Form of Proxy for use in connection with the General Meeting. Whether or not you intend to attend the General Meeting in person, please complete and sign the enclosed Form of Proxy in accordance with the instructions printed on it and return it to Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom, as soon as possible and, in any event, by no later than 10.00 a.m. on 26 June 2013. Forms of Proxy received after this time will be invalid.

If you hold Ordinary Shares in CREST, you may appoint a proxy by completing and transmitting a CREST Proxy Instruction, in accordance with the procedures set out in the CREST Manual to Equiniti (CREST participant ID RA19), so that it is received by no later than 10.00 a.m. on 26 June 2013.

Shareholders may also register the appointment of a proxy electronically by logging on to www.sharevote.co.uk, so that the appointment is received by Equiniti by no later than 10.00 a.m. on 26 June 2013.

Completion and posting of the Form of Proxy or completing and transmitting a CREST Proxy Instruction or appointing a proxy electronically will not prevent you from attending and voting in person at the General Meeting, if you wish to do so.

Investec Bank plc, which is authorised in the UK by the PRA and regulated in the UK by the PRA and the FCA, is acting exclusively for the Company in connection with the Acquisition and not for any other person and will not be responsible to any person other than Keller for providing the protections afforded to its clients, or for providing advice in relation to the Acquisition, the contents of this document and the accompanying documents or any arrangements referred to therein.

Jefferies International Limited which is authorised and regulated in the UK by the FCA, is acting exclusively for the Company in connection with the Acquisition and not for any other person and will not be responsible to any person other than Keller for providing the protections afforded to its clients, or for providing advice in relation to the Acquisition, the contents of this document and the accompanying documents or any arrangements referred to therein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Investec and Jefferies by FSMA or the regulatory regime established thereunder, neither Investec nor Jefferies accepts any responsibility whatsoever for the contents of this document and makes no representation or warranty, express or implied, for the contents of this document including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Acquisition or the Company and nothing in this document is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or future. Accordingly, to the fullest extent permissible, each of Investec and Jefferies disclaims all and any liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which it might otherwise have in respect of this document or any such statement.

This document is dated 11 June 2013.

		Page
	EXPECTED TIMETABLE OF PRINCIPAL EVENTS	1
	IMPORTANT INFORMATION.	2
	DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS	3
PART I	LETTER FROM THE CHAIRMAN OF KELLER GROUP PLC	4
PART II	RISK FACTORS	12
PART III	SUMMARY OF PRINCIPAL TERMS OF THE ACQUISITION	16
PART IV	INFORMATION ON NORTH AMERICAN PILING	19
PART V	HISTORICAL FINANCIAL INFORMATION RELATING TO NORTH AMERICAN PILING.	23
PART VI	UNAUDITED PRO FORMA FINANCIAL INFORMATION	41
PART VII	ADDITIONAL INFORMATION	45
PART VIII	DEFINITIONS	53
	NOTICE OF GENERAL MEETING	58

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Announcement of the Acquisition	11 June 2013
Publication of this document, the Notice of General Meeting and Form of Proxy	11 June 2013
Latest time and date for receipt of Forms of Proxy for the General Meeting	10.00 a.m. on 26 June 2013
General Meeting	10.00 a.m. on 28 June 2013
Expected date of Completion	expected by 15 July 2013

Notes:

Future times and dates in the table above are indicative only and are subject to change, in which event details of the new times and dates will be notified to the Financial Conduct Authority and Shareholders.

References to times in this document are to London times unless otherwise stated.

Where to find help:

If you have further questions about this document, the General Meeting, or are in any doubt as to how to complete the Form of Proxy, please telephone the Shareholder Helpline on 0871 384 2264 from within the United Kingdom or on +44 121 415 7047 if calling from outside the United Kingdom. The Shareholder Helpline is available from 8.30 a.m. to 5.30 p.m. Monday to Friday (except bank and other public holidays).

Calls to the Shareholder Helpline 0871 number are charged at 8 pence per minute (excluding VAT) plus any of your service provider's network charges. Calls to the Shareholder Helpline 0871 number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.

PLEASE NOTE THAT, FOR LEGAL REASONS, THE SHAREHOLDER HELPLINE IS ONLY ABLE TO PROVIDE INFORMATION CONTAINED IN THIS DOCUMENT AND INFORMATION RELATING TO THE KELLER GROUP REGISTER OF MEMBERS AND IS UNABLE TO GIVE ADVICE ON THE MERITS OF THE ACQUISITION, OR PROVIDE LEGAL, FINANCIAL, TAX OR INVESTMENT ADVICE.

IMPORTANT INFORMATION

Presentation of financial information

Unless otherwise stated:

(a) financial information relating to the Group has been extracted without material adjustment from the audited consolidated financial statements of Keller;
(b) financial information relating to North American Piling has been extracted without material adjustment from the financial information set out in Part V (Historical financial information relating to North American Piling) of this document;
(c) all prices quoted for Ordinary Shares are closing prices as at 10 June 2013 in Sterling as provided by the London Stock Exchange.

Certain information in this document has, where indicated, been sourced from third parties. The Company confirms that this information has been accurately reproduced and, so far as the Company is aware and able to ascertain from information published by the applicable third party, no facts have been omitted which would render the reproduced information inaccurate or misleading. Unless otherwise stated, such information has not been audited.

The financial information contained in this document does not constitute statutory accounts within the meaning of section 434 of the 2006 Act. KPMG Audit Plc, 15 Canada Square, London E14 5GL, United Kingdom audited the statutory accounts of the companies comprising the Group for the years ended 31 December 2010, 31 December 2011 and 31 December 2012 and gave reports under section 495 of the 2006 Act on such accounts which were not qualified and did not contain any statement under section 498(2) or (3) of the 2006 Act.

The Company publishes its financial statements in pounds Sterling ("£" or "Sterling"). The abbreviation "£m" represents millions of pounds Sterling, and references to "pence" and "p" represent pence. References to "US dollars", "USD" or "US\$" are to the lawful currency of the United States of America and references to "CDN\$" or "Canadian dollars" are to the lawful currency of Canada.

Unless otherwise stated, the following foreign exchange rates have been used in this document:

£ to CDN\$: 1:1.58

£ to US\$: 1:1.55

The financial information presented in a number of tables in this document has been rounded to the nearest whole number or the nearest decimal place. Therefore, the sum of the numbers in a table may not conform exactly to the total figure given for that table. In addition, certain percentages presented in the tables in this document reflect calculations based upon the underlying information prior to rounding, and, accordingly, may not conform exactly to the percentages that would be derived if the relevant calculations were based upon the rounded numbers.

International Financial Reporting Standards

As required by the Companies Acts and Article 4 of the European Union IAS Regulation, the consolidated financial statements of the Group are prepared in accordance with IFRS issued by the IASB and interpretations issued by the International Financial Reporting Interpretations Committee of the IASB as adopted by the European Union.

No incorporation of website information

The Company's website is www.keller.co.uk and this document is available on that website. The information on that website, any website mentioned in this document or any website directly or indirectly linked to these websites has not been verified and does not form part of this document and investors should not rely on it.

General notice

Nothing contained in this document is intended to constitute investment, legal, tax, accounting or other professional advice. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation.

Defined terms

Certain terms used in this document, including all capitalised terms and other terms, are defined and explained in Part VIII (Definitions) of this document.

DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS

Directors	Roy Franklin (Non-executive Chairman) Justin Atkinson (Chief Executive) James Hind (Finance Director) Wolfgang Sondermann (Director, Global Technology & Best Practice) Ruth Cairnie (Non-executive Director) Chris Girling (Non-executive Director) David Savage (Non-executive Director) Paul Withers (Senior Independent Director)
Company secretary	Jackie Holman
Registered office	12th Floor Capital House 25 Chapel Street London NW1 5DH
Financial adviser and joint sponsor	Jefferies International Limited Vintners Place 68 Upper Thames Street London EC4V 3BJ
Joint sponsor	Investec Bank plc 2 Gresham Street London EC2V 7QP
English legal advisers to the Company	DLA Piper UK LLP 3 Noble Street London EC2V 7EE
Canadian legal advisers to the Company Blake, Cassels and Graydon LLP	23 College Hill 5th Floor London EC4R 2RP
English legal advisers to the financial adviser and joint sponsors	Latham & Watkins (London) LLP 99 Bishopsgate London EC2M 3XF
Reporting accountants and auditors	KPMG Audit Plc Canary Wharf 15 Canada Square London E14 5GL
Registrar	Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA

PART I

LETTER FROM THE CHAIRMAN OF KELLER GROUP PLC

(Incorporated in England and Wales with registered number 02442580)

Directors: Registered Office: Roy Franklin (Non-executive Chairman) 12th Floor Justin Atkinson (Chief Executive) Capital House James Hind (Finance Director) 25 Chapel Street Wolfgang Sondermann (Director, Global Technology & Best Practice) London Ruth Cairnie (Non-executive Director) NW1 5DH Chris Girling (Non-executive Director) David Savage (Non-executive Director) Paul Withers (Senior Independent Director)

To all Shareholders and, for information only, to holders of options over Ordinary Shares

11 June 2013

Dear Shareholder

Proposed acquisition of North American Piling and Notice of General Meeting

1. Introduction

The Board has today announced the proposed acquisition of North American Piling from NAEP. The consideration will comprise an initial CDN\$227.5 million (£144.0 million), on a cash and debt free basis, payable in cash on Completion and up to a further CDN\$92.5 million (£58.5 million) of deferred contingent consideration payable in cash depending upon financial performance in the three years following Completion, giving a maximum aggregate consideration of CDN\$320 million (£202.5 million). Further details of the deferred contingent consideration and the terms of the Acquisition are set out in paragraph 6 below and Part III (Summary of principal terms of the Acquisition) of this document.

The Acquisition is of sufficient size relative to that of the Group to constitute a Class 1 transaction for Keller under the Listing Rules and is therefore conditional, inter alia, upon the approval of Shareholders. A general meeting has been convened for the purpose of seeking such approval. The General Meeting will be held at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP at 10.00 a.m. on 28 June 2013. The Notice of the General Meeting is set out at the end of this document.

The Company is proposing to finance the Acquisition through the net proceeds of the issue of 6,600,000 Placing Shares by way of the Placing announced by the Company today, together with the drawdown of some of the available funds under the New Bank Facility and existing bank facilities. Further details on the Placing and the financing of the Acquisition are set out in paragraph 7 below.

The purpose of this document is to provide Shareholders with information relating to the Acquisition, to explain the reasons for the Acquisition and why the Directors consider it to be in the best interests of Shareholders as a whole to make the Acquisition and to recommend that Shareholders vote in favour of the Resolution, as the Directors have undertaken to do in respect of their shareholdings in Keller, amounting, in aggregate, to approximately 0.56 per cent. of Keller's issued share capital as at 10 June 2013 (being the latest business day prior to publication of this document).

2. Summary information on North American Piling

North American Piling is being acquired from NAEP, a provider of mining, heavy construction, industrial and piling services in Canada whose shares are publicly traded on both the Toronto Stock Exchange and the New York Stock Exchange under the ticker symbol NOA.

North American Piling is headquartered in Edmonton, Alberta, Canada and has over 25 years' experience providing piling services, with a focus on piling in construction markets across Canada, including the Alberta oil sands region. The services offered by North American Piling comprise a broad range of piling-related solutions, including drilled piles, driven piles, helical piles and earth retention systems, as well as pipeline anchor systems and tank services.

The Directors believe the key strengths of North American Piling are as follows: l a market-leading foundations business in Canada positioned in growth markets offering attractive margins;
l well-diversified revenue streams across regions, end markets and customers;
l the business offers a broad range of piling-related solutions and resources, enabling North American Piling to deliver larger and more demanding piling projects; and
l an experienced management team, with a strong track record of growing North American Piling.

North American Piling currently employs approximately 400 staff and had revenue of CDN\$236.5 million in the year ended 31 March 2013. It is one of the largest foundation businesses in Canada. North American Piling's revenue by end markets in the three years ended 31 March 2013 was split between around 50 per cent. from commercial and public sector work, 25 per cent. from industrial work and 25 per cent. directly from oil sands work. Approximately 50 per cent. of North American Piling's total revenue was derived from work performed in Alberta. North American Piling's revenue has grown strongly over time, with compound annual growth of 19 per cent. in the period from 2004 to 2013. Unsurprisingly for a construction business exposed to the resources industries, this growth has been impacted by market cycles; after reaching a peak of CDN\$162 million in 2008, revenue decreased to a trough of CDN\$69 million in 2010 before increasing to a record CDN\$236.5 million in 2013.

In the year ended 31 March 2013, North American Piling benefitted from buoyant market conditions and a number of large contracts resulting in an exceptionally good year, achieving EBITDA of CDN\$46.3 million (£29.3 million) and an operating profit of CDN\$38.5 million (£24.4 million) on revenue of CDN\$236.5 million (£149.7 million). Following a particularly strong performance for the year ended 31 March 2013, the Directors are assuming a lower level of profitability for North American Piling for the year ending 31 March 2014. Net assets at 31 March 2013 amounted to CDN\$79.6 million (£50.4 million).

Further information on North American Piling and unaudited pro forma financial information on the Enlarged Group is set out in Part V (Historical financial information relating to North American Piling) and Part VI (Unaudited pro forma financial information) of this document. Shareholders should read the whole of this document and not rely solely on the summarised financial information above.

3. Background to and reasons for the Acquisition

Keller's strategy is to extend its global leadership in specialist ground engineering through both organic growth, particularly in developing geographic regions, and targeted acquisitions. There are four key elements to the strategy:

l the transfer of technologies and methods within Keller's current geographic regions;
l Keller's design and build capability and ability to offer alternative solutions;
l expansion into new, higher-growth geographic regions; and
l the acquisition and development of new technologies and methods.

As part of this strategy, the Board has identified Canada as a key target market for Keller, given its relative economic stability, exposure to natural resources, what the Directors consider to be a comparatively under-developed geotechnical market and proximity to the US, where Keller is the clear market leader in ground engineering. The Group's North American business has performed an increasing amount of non-piling work in Canada in recent years and in the year ended 31 December 2012, Keller generated record sales in Canada of CDN\$40 million. In addition, in January 2013, Keller acquired Geo-Foundations, a Toronto-based specialist geotechnical contractor with annual revenues of approximately CDN\$20 million, which offers micro-piling, ground anchors, and specialty grouting services, primarily in Ontario. Whilst well-established in the US, many of the services performed by Keller are still not widely available in the Canadian market and are not undertaken by North American Piling. The Directors believe that an increasing market exposure in Canada to the techniques performed by Keller offers significant organic growth potential over time.

Against this background, the Directors believe that the Acquisition represents an attractive opportunity to acquire a complementary piling business and to build substantially on Keller's existing presence in Canada.

The Directors believe that the Acquisition will add value for Shareholders by:

l bringing into the Group a market leading business, positioned in growth markets offering attractive margins;

North American Piling's EBITDA margins have averaged around 19 per cent. in the period from 2004 to 2013, significantly above the average EBITDA margin of Keller's existing North American business over the same period. The Directors believe that these comparatively high margins can be attributed to North American Piling's strong market presence, and its ability to perform challenging work for customers in end markets for whom safety, quality and reliability are key.

l increasing the Group's exposure to the North American energy and resources sector, including the Alberta oil sands segment, positioning it to benefit from growing longer-term demand from this sector;

In common with Keller, North American Piling is focused on the non-residential construction market, with around 50 per cent. of its revenue in the three years ended 31 March 2013 derived from work performed in Alberta, in part related to oil sands projects. The remaining Canadian revenue was mainly derived from Ontario, Saskatchewan and British Columbia and was largely non-oil resource-related.

Canada is ranked third in the world for oil reserves, with 97 per cent. of these reserves in the oil sands, which are found in three deposits covering areas of Alberta, north and east of Edmonton. Approximately 90 per cent. of the crude oil production in Canada is produced in Western Canada, of which 60 per cent. is derived from the oil sands. This is forecast to increase to more than 80 per cent. over the next 20 years. (Source: Canadian Association of Petroleum Producers).

The Directors believe the Acquisition will increase and broaden the Group's exposure to the North American energy and resources market which will allow the Enlarged Group to benefit from the ongoing investment in Canada's resource industry.

l providing the opportunity to develop broader customer relationships and secure new customers;

North American Piling has a wide and diverse customer base which it served in the course of undertaking approximately 250 projects in the year to 31 March 2013. North American Piling's larger customers include leading engineering, procurement and construction contractors and project owners in Canada, a number of whom are global businesses which are already served by Keller in markets outside of Canada.

l expanding the Group's presence in the relatively under-developed Canadian geotechnical segment;

The Directors believe that the Canadian market for specialty geotechnical services is less developed than those in the US and Europe. Some of the Group's techniques are not widely available in Canada and remain niche services. The Directors believe that an increasing market acceptance of these techniques in Canada offers significant long-term organic growth potential. While North American Piling operates across Canada, a significant part of its activities are focused on the piling opportunities of the oil and natural resources market. Keller expects to have the opportunity to accelerate the growth of its existing geotechnical business into this sector and throughout Canada's other construction markets. This will be facilitated by support from Keller's existing US business.

l delivering attractive financial metrics, including an immediate and significant enhancement in earnings per share.

The Acquisition will reflect an enterprise value to EBITDA multiple of between 4.9 and 6.9 based on the EBITDA earned in the year to 31 March 2013 depending on the amount of additional deferred contingent consideration paid pursuant to the Acquisition. The Acquisition is expected to be immediately and significantly earnings enhancing. Following a particularly strong performance for the year ended 31 March 2013, the Directors are assuming a lower level of profitability for North American Piling for the year ending 31 March 2014. Since 1 April 2013, North American Piling has continued to trade well and had a robust order book at the end of May 2013. Further details of the financial effects of the Acquisition and Placing are set out in paragraph 8 below.

Overall, the Directors believe that North American Piling will support the Group's growth and strategic objectives and will help to consolidate Keller's position as a leading independent ground engineering specialist, building on its existing position in North America. The Acquisition is expected to enable the Group to establish a significant market presence in Canada and broaden its geographic reach in the country's high growth regions, including the resourcerich regions of Western Canada. The Directors believe that North American Piling's market position, resources and customer network should also enable Keller to accelerate the sales growth of its wider product range throughout Canada.

In summary, the Directors believe that the Acquisition has a clear strategic rationale that is expected to yield benefits for Shareholders, customers and employees.

4. Current trading and prospects

Keller On 15 May 2013, Keller released its trading update for the period 1 January 2013 to 14 May 2013 which stated in relation to the Company's current trading and prospects:

"As anticipated in our full-year results announcement in March, economic conditions across our global construction markets continue to be varied. We remain optimistic about a progressive strengthening of the North American construction markets, assuming that the wider US fiscal position does not worsen. Whilst economic uncertainty in Europe continues to hold back a recovery in its construction markets, we have seen no further deterioration in market conditions since the start of the year. Elsewhere, the two-speed construction market in Australia continues, whilst in Asia we continue to see good opportunities."

"Keller has had a strong start to the year, helped by the successful completion of a number of major projects, good contract performance overall and relatively benign winter weather in our markets in North America. This has resulted in both revenue and profit in the first four months being better than the Board expected at the time of announcing the Group's 2012 preliminary results."

"After adjusting for the exceptionally large Wheatstone project, which was awarded in January 2012 and on which we have only recently mobilised, order intake for the year to date has been at a similar level to the same period last year. Accordingly, the order book for work to be executed over the next 12 months is broadly in line with this time last year."

"Looking ahead to the rest of the year, the Board expects to see a continuation of recent progress."

Since the update on 15 May 2013, there has been no significant change in the Group's trading and prospects.

North American Piling In the 12 months to 31 March 2013, being the end of the last period covered by the Accountant's Report, North American Piling benefitted from a buoyant market and a number of large contracts, as a result of which revenue was up by 28 per cent. on the previous year to CDN\$236.5 million (£149.7 million) and EBITDA was up by 31 per cent., to CDN\$46.3 million (£29.3 million). Following a particularly strong performance for the year ended 31 March 2013, the Directors are assuming a lower level of profitability for North American Piling for the year ending 31 March 2014. Since 1 April 2013, North American Piling has continued to trade well and had a robust order book at the end of May 2013.

5. Management of the Enlarged Group

Following Completion, North American Piling will be run by Bernie Robert, the chief executive officer, and Jim Humphries, the chief operating officer, who have substantial combined experience of the industry and North American Piling specifically. Both individuals have played key roles in the expansion of North American Piling in recent years and in the development and implementation of its strategy, which has focused on organic growth complemented by a number of strategic bolt-on acquisitions. Reporting to them, North American Piling has an experienced management team and skilled employees, who are expected to contribute further to the success of the Enlarged Group.

Within the Enlarged Group, North American Piling will form part of Keller's North American division, reporting directly into the managing director of Keller North America. The divisional management team of Keller North America has a strong track record of growing its business both organically and through acquisitions.

6. Key terms of the Acquisition

The Acquisition Agreement provides that:

(a) North American Piling will be acquired by the Purchaser;
(b) the initial consideration payable to the Seller for North American Piling will be CDN\$227.5 million (£144.0 million), on a cash and debt free basis, with up to a further CDN\$92.5 million (£58.5 million) payable in deferred contingent consideration depending upon North American Piling's financial performance in the

three year period following Completion. The deferred contingent consideration is payable by reference to North American Piling's EBITDA (as such term is defined in the Acquisition Agreement) as follows:

(i) a maximum of CDN\$30 million (£19.0 million) conditional upon reaching an annualised EBITDA in the period from Completion to 30 June 2014 of CDN\$45 million. This amount is reduced by CDN\$2 for every CDN\$1 by which this EBITDA is below CDN\$45 million, falling to zero at an EBITDA of CDN\$30 million;
(ii) a maximum of CDN\$27.5 million (£17.4 million) conditional upon reaching an EBITDA in the year from 1 July 2014 to 30 June 2015 of CDN\$45 million. This amount is reduced by CDN\$1.83 for every CDN\$1 by which this EBITDA is below CDN\$45 million, falling to zero at an EBITDA of CDN\$30 million; and
(iii) a payment of CDN\$0.50 for every CDN\$1 by which the cumulative EBITDA earned over the initial three year period following Completion exceeds CDN\$135 million. This amount is capped at CDN\$35 million (£22.1 million) and is payable in stages during the course of this three year period;
(c) the initial consideration payable for North American Piling is subject to a post Completion adjustment depending on the actual levels of working capital, net debt and capital liabilities relating to equipment leases of North American Piling as at Completion;
(d) Completion is conditional upon, inter alia:
(i) the passing of the Resolution at the General Meeting;
(ii) Admission;
(iii) satisfying or obtaining the Canadian Competition Act Clearance;
(e) if the conditions contained in the Acquisition Agreement are not fulfilled or waived on or before 23 August 2013 (or such later date as the Seller and the Purchaser may agree in writing), either the Company or the Seller may terminate the Acquisition Agreement on or after 30 August 2013;
(f) either the Company or NAEP may terminate the Acquisition Agreement on the occurrence of certain events, including, inter alia:
(i) a material breach of any representation or warranty or a material failure to perform any covenant or agreement by the other party;
(ii) the conditions contained in the Acquisition Agreement not being satisfied or waived by 23 August 2013 (or such later date as the Company and NAEP agree in writing); and/or
(iii) any order or other action of any governmental entity being made or taken which prohibits the transactions contemplated by the Acquisition Agreement;
(g) the Acquisition Agreement provides that the Company will be required to pay a break fee equal to CDN\$ 9,209,743, being a sum equal to one per cent. of the market capitalisation of the Company (calculated based on the mid market closing price of the Company's shares as at the day prior to the date of the Acquisition Agreement) if the Acquisition Agreement is terminated due to certain triggers, including the Resolution not being passed at the General Meeting;
(h) the Seller provides customary warranties in favour of the Company and the Seller's liability is subject to customary limitations and qualifications. The warranties are provided by reference to matters such as the Seller's capacity, ownership and ability to sell North American Piling; the Seller's solvency; North American Piling's accounts, contracts, intellectual property, employees, suppliers, assets, equipment, stock, debt, creditors and licences; whether North American Piling is subject to any litigious proceedings; environmental issues relating to North American Piling; general compliance with applicable laws; and tax issues concerning North American Piling; and
(i) the Company will guarantee the obligations of the Purchaser under the Acquisition Agreement.

Under the Transitional Services Agreement, the Seller has agreed to continue to provide certain corporate services to North American Piling, relating to information technology systems, accounts payable and accounts receivable services, taxation services, payroll services and general ledger services for a period up to 30 June 2014.

Further details of the Acquisition Agreement and Transitional Services Agreement are set out in Part III (Summary of principal terms of the Acquisition) of this document.

7. Financing of the Acquisition

The Acquisition is being funded through a combination of the net proceeds of the Placing, together with the drawdown of some of the available funds under the New Bank Facility Agreement and existing bank facilities.

The Company entered into the Sponsor and Placing Agreement with Investec and Jefferies on 11 June 2013 pursuant to which Investec and Jefferies agreed to procure institutional placees for the Placing Shares at the Placing Price. The Placing, which has been underwritten by Investec and Jefferies, will raise gross proceeds of approximately £58.7 million. The Placing Price represents a discount of 1.8 per cent. to the middle market price as derived from the London Stock Exchange as at the close of business on 10 June 2013. Subject to the terms of the Sponsor and Placing Agreement, the Placing will complete on 14 June 2013 and is not conditional on the Resolution being passed or completion of the Acquisition. In the event that the Acquisition does not complete and to the extent that opportunities for similar acquisitions have not been identified by the Board, the Board will review Keller's funding structure and will consider its options which will include using the proceeds for general corporate purposes and/or returning surplus cash to Shareholders. Any return of capital may have adverse tax implications for Shareholders.

Further details of the principal terms of the Sponsor and Placing Agreement, the New Bank Facility Agreement and the Existing Facility Agreement are set out in Part VII (Additional Information) of this document.

8. Financial impact of the Acquisition and the Placing

An unaudited pro forma statement of net assets illustrating the effect of the Acquisition, the Placing and the drawdowns under the New Bank Facility Agreement and existing bank facilities on the Group's net assets as at 31 December 2012, as if they had been undertaken at that date, is set out in Part VI (Unaudited pro forma financial information) of this document. This information is unaudited and has been prepared for illustrative purposes only. It shows that the impact of the Placing, the drawdown of some of the available funds under the New Bank Facility and existing bank facilities and the Acquisition would have led to a pro forma movement in net assets from £335.7 million to £387.8 million as at 31 December 2012.

It is expected that the Acquisition will be immediately and significantly earnings enhancing. However, no statement in this document should be interpreted to mean that the future earnings per share of the Enlarged Group will necessarily match or exceed the historical published earnings per share of Keller.

In light of the scale and size of the proposed Acquisition, the Directors believe that Keller has taken a prudent approach to financing the Acquisition and associated expenses through a combination of equity and debt, which balances a conservative financing structure and return for Shareholders. Taking into account the cyclicality of the industry in which the Enlarged Group will operate, the Board believes it is prudent to create a diverse funding structure that combines existing borrowing facilities, the New Bank Facility Agreement and the Placing to provide both for the Acquisition and for the continued financial strength and flexibility of the Enlarged Group.

The Directors expect pro forma leverage on Completion to be 1.3 times net debt to trailing 12-months EBITDA (to 31 March 2013) of the Enlarged Group, reducing significantly by the end of the first full financial year after Completion.

9. Dividends and dividend policy

Following Completion, the Board of Keller intends to maintain its progressive dividend policy, which takes into account both the underlying growth in Group earnings and investment opportunities.

10. The Placing and the Placing Shares

Applications have been made to the UK Listing Authority and to the London Stock Exchange for the Placing Shares to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange. It is expected that Admission will become effective, and dealings for normal settlement in the Placing Shares will commence on the London Stock Exchange's main market for listed securities at 8.00 a.m. on 14 June 2013.

The Placing Shares (which will rank pari passu in all respects with existing Ordinary Shares) will be capable of being held in certificated or uncertificated form.

Any Placing Shares to be issued in certificated form will be represented by definitive share certificates, which are expected to be dispatched by 24 June 2013 to the persons entitled thereto to that person's registered address.

The Placing Shares will be issued at the Placing Price of 890 pence and will raise gross proceeds of approximately £58.7 million.

The Placing Shares represented approximately 9.9 per cent of the Company's share capital in issue on 10 June 2013, and will represent approximately 9.0 per cent. of the Company's enlarged issued share capital following the Placing.

The issue of the Placing Shares will be effected by a cash box placing pursuant to which the Company will allot and issue the Placing Shares on a non pre-emptive basis to the Placees in consideration of Jefferies, acting in its capacity as JerseyCo Subscriber, transferring its holdings of ordinary shares and redeemable preference shares in JerseyCo to the Company. Accordingly, instead of receiving cash as consideration for the issue of the Placing Shares the Company will receive the entire issued share capital of JerseyCo whose only asset will be its cash reserves which represent an amount equivalent to the net proceeds of the Placing.

11. General Meeting

Due to its size, the Acquisition constitutes a Class 1 transaction for Keller under the Listing Rules and therefore requires the approval of Shareholders. Accordingly, the General Meeting has been convened for the purposes of considering and, if thought fit, passing the Resolution to approve the Acquisition. The Resolution to be proposed at the General Meeting is an ordinary resolution.

Completion of the Acquisition is subject to the passing of the Resolution at the General Meeting. The Acquisition will not proceed if the Resolution is not passed at the General Meeting. The Placing will complete on 14 June 2013 and is not conditional on the Resolution being passed or completion of the Acquisition.

The notice convening the General Meeting to be held at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP, at 10.00 a.m. on 28 June 2013, is set out at the end of this document.

12. Action to be taken

Please vote on the Resolution by completing the Form of Proxy and returning by post or by appointing a proxy electronically or through CREST or by attending the General Meeting in person or by proxy.

The Form of Proxy for use in relation to the General Meeting accompanies this document. In order to appoint a proxy by post please complete and return the enclosed Form of Proxy so that it is received by Equiniti, the Registrar, at Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA, United Kingdom as soon as possible and in any event by 10.00 a.m. on 26 June 2013.

Alternatively, to appoint a proxy electronically, please register by logging on to www.sharevote.co.uk and follow the procedures given on the website. The appointment of proxy must be received by the Registrar no later than 10.00 a.m. on 26 June 2013. In order to use this service, you will need your Voting ID, Task ID and Shareholder Reference Number printed on the accompanying Form of Proxy.

If you are a corporate or individual member of CREST, you can appoint your proxy through CREST in accordance with the procedures set out in the CREST Manual. Your vote must be received by no later than 10.00 a.m. on 26 June 2013.

Whether or not you intend to be present at the General Meeting, Shareholders are requested to register the appointment of a proxy to vote for you. The completion and return of a Form of Proxy or the transmittal of an electronic proxy registration or CREST Proxy Instruction will not prevent you from attending the General Meeting and voting in person if you so wish and are so entitled.

If you have further questions about this document or the General Meeting, or are in any doubt as to how to complete the Form of Proxy, please telephone the Shareholder Helpline on 0871 384 2264 from within the United Kingdom or on +44 121 415 7047 if calling from outside the United Kingdom. The Shareholder Helpline is available from 8.30 a.m. to 5.30 p.m. Monday to Friday (except bank and other public holidays).

Calls to the Shareholder Helpline 0871 number are charged at 8 pence per minute (excluding VAT) plus any of your service provider's network charges. Calls to the Shareholder Helpline 0871 number from outside the United Kingdom are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes.

Please note that, for legal reasons, the shareholder helpline is only able to provide information contained in this document and information relating to the Keller Group's Register of Members and is unable to give advice on the merits of the Acquisition, or provide legal, financial, tax or investment advice.

13. Further information

Your attention is drawn to the further information set out in Parts II (Risk Factors) to VII (Additional Information) of this document. In particular, Shareholders should consider fully and carefully the risk factors associated with the Group and the Enlarged Group set out in Part II (Risk Factors). You are advised to read the whole of this document and not to rely solely on the information contained in this letter.

14. Recommendation

The Board has received financial advice from Jefferies in relation to the Acquisition. In providing its financial advice to the Board, Jefferies has relied upon the commercial assessment of the Board.

The Directors consider that the Acquisition to be proposed at the General Meeting is in the best interests of Shareholders as a whole and, accordingly, unanimously recommend that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial holdings of 385,127 Ordinary Shares representing, in aggregate, approximately 0.56 per cent. of the issued share capital of Keller as at 10 June 2013 (being the latest business day prior to the publication of this document).

Yours sincerely

Roy Franklin Chairman

PART II

RISK FACTORS

The following risk factors should be considered carefully when deciding whether or not to vote in favour of the Resolution at the General Meeting. The risk factors should be read in conjunction with all other information relating to the Acquisition and the Enlarged Group contained in this document.

The risks and uncertainties set out below are those which the Directors believe are material risks relating to the Acquisition and to the Enlarged Group, material new risk factors for the Group as a result of the Acquisition and existing material risks for the Group which will be impacted by the Acquisition.

The Group's business, financial condition in the longer term or results of operations could be materially and adversely affected by any of the risks described below. In such case, the market price of the Ordinary Shares may decline and investors may lose all or part of their investment.

The risks and uncertainties described below should not be regarded as a complete and comprehensive statement of all potential risks and uncertainties. Additional risks and uncertainties that are not presently known to the Directors, or which they deem immaterial, may also have an adverse effect on the Group's operating results, financial condition and prospects.

A. Risks relating to the Acquisition

The Acquisition is conditional and the Conditions may not be satisfied

The Acquisition is conditional upon inter alia: (i) the passing of the Resolution at the General Meeting; (ii) Admission; and (iii) satisfying or obtaining the Canadian Competition Act Clearance.

Although Keller has agreed to use reasonable endeavours to satisfy the conditions in (i) and (ii) above, and both Keller and NAEP have agreed to use reasonable endeavours to satisfy the condition in (iii) above, there can be no assurance that the conditions in the Acquisition Agreement will be fulfilled (or waived, where capable of being waived) or that the Acquisition will be completed.

If Completion does not occur, the Group will experience a delay in the achievement of its strategic objectives and would nonetheless be obliged to pay the fees to NAEP as described in paragraph 2.9 of Part III (Summary of principal terms of the Acquisition) and the fees and costs of its advisers incurred in connection with the Acquisition.

Keller may not be able to integrate North American Piling successfully

Whilst Keller has significant past experience in integrating acquisitions, the Enlarged Group's success may in part be dependent upon Keller's ability to integrate North American Piling, without disruption to the existing business. The process of integrating the business could potentially lead to the interruption of operations of the business, a loss of customers and/or key personnel, which would have an adverse effect on the business, results of operations, financial condition or prospects of the Enlarged Group. Any delays or difficulties encountered in connection with the integration of the business could also lead to reputational damage to the Enlarged Group. Furthermore, the failure to successfully integrate the business could impair the ability of the Enlarged Group to realise the expected benefits from the Acquisition.

The Company will rely on certain key management to manage North American Piling

The future success of the Enlarged Group will, in part, be dependent upon the successful retention and motivation of key members of North American Piling's management and personnel. Failure to retain certain individuals may affect Keller's ability to successfully optimise the performance of North American Piling within the Enlarged Group. This may have a detrimental impact on the future performance of the Enlarged Group.

Limitation on warranties and representations in the Acquisition Agreement

The Acquisition Agreement contains warranties and representations on the part of NAEP which, as is usual in such a transaction, are subject to specific negotiated limitations. Accordingly, the right of Keller to recover damages or compensation in the event of an undisclosed liability of North American Piling coming to light after Completion is restricted.

Risks that North American Piling's results will not match the Company's expectations

If the results and cash flows generated by North American Piling are not in line with the Company's expectations, it may materially impact on the financial performance of the Enlarged Group and a write-down may be required against the carrying value of the Company's investment in North American Piling. A write-down may have an adverse effect on the Enlarged Group's financial position and operating results. Such a write down may reduce the Company's ability to generate distributable reserves by the extent of the write-down and consequently may affect the Enlarged Group's ability to pay dividends.

B. Risks relating to Keller, North American Piling and the Enlarged Group

General volatility, economic and market cycles and the global economic downturn could adversely affect the future prospects, financial condition and results of operations of Keller, North American Piling and, following Completion, the Enlarged Group

The global economic downturn and recessionary conditions in certain of the markets in which Keller operates have had and could continue to have an adverse effect on the Group's businesses. Factors such as inflation, investor sentiment, the availability and cost of credit and the liquidity of the global financial markets could significantly affect the businesses of Keller, North American Piling and, following Completion, the Enlarged Group. A deterioration of these economic and financial conditions could have a material adverse effect on the financial performance and/or financial condition of Keller, North American Piling and, following Completion, the Enlarged Group. The businesses may experience reductions in trading activity, asset impairments and lower profitability. A global recession or deeper recessionary conditions could result in a significant fall in expenditure in the infrastructure and construction industry which could have a material adverse effect on the business, results of operations and overall financial condition of Keller and, following Completion, the Enlarged Group.

The cyclical nature of the construction industry could adversely affect the future prospects, financial condition and results of operations of Keller and, following Completion, the Enlarged Group

Fluctuating demand cycles are common in the construction industry and the financial results of Keller and, following Completion, the Enlarged Group may be impacted in any given period by a wide variety of factors beyond its control. For example, such cycles can have a significant impact on the degree of competition for available projects, and demand for construction services which could adversely affect revenue and margin and thus the Group's or the Enlarged Group's results. As a result, there may be from time to time, significant and unpredictable variations in the financial results of the Group and, following Completion, the Enlarged Group.

Dependence on the public sector could adversely affect the future prospects, financial condition and results of operations of Keller and, following Completion, the Enlarged Group

A significant portion of the revenues currently generated by Keller and North American Piling are derived from contracts funded by various governments or their agencies. Consequently, any reduction in demand for the Group's or, following Completion, the Enlarged Group's services by the public sector arising from funding constraints, changing political priorities or other factors would likely have an adverse effect on the Group and, following Completion, the Enlarged Group if that business could not be replaced from within the private sector.

Keller and North American Piling operate in highly competitive markets and may not be able to compete effectively and/or profitably

Keller and North American Piling operate, and, following Completion, the Enlarged Group will operate, in a highly competitive industry competing with other large contractors, as well as many mid-size and smaller companies. The introduction of new technologies by competitors may make existing technologies less sought after by customers.

Keller and North American Piling rely on factors such as technical expertise, project management expertise, quality of management, product quality, overall competitive pricing, the availability of equipment and labour in order to continue to compete successfully. In increasingly competitive markets, it is likely that competitors will offer pricing reductions and improved commercial terms to try to win work which contribute to increased pricing pressure. Potential pressure on profit margins may result in the Group and, following Completion, the Enlarged Group having to be more selective with the projects it bids for. Inability to compete effectively and/or profitably could have an adverse effect on the future prospects, financial condition and results of operations of Keller and, following Completion, the Enlarged Group.

Changes in regulations or legislation could disrupt the business of the Group and, following Completion, the Enlarged Group

Keller currently operates in more than 30 countries, including countries in Europe, North America, Asia, Africa and the Middle East. Unforeseen changes in economic, political, administrative, taxation or other regulatory factors, in any of the larger jurisdictions in which the Group and, following Completion, the Enlarged Group operate, could have a material adverse effect on its business, results of operations and overall financial condition.

The laws and regulations in certain of the industries and jurisdictions in which the Group operates and, following Completion, the Enlarged Group will operate often provide broad discretion to the administering authorities in relation to enforcement. Changes in relevant law, regulations or policies, or the interpretation thereof, or delays in such interpretations being delivered, may delay or increase the cost of ongoing contracts or subject the Group and/or the Enlarged Group to penalties, fines, criminal prosecutions, civil claims or other unforeseen costs or debarment. Each aspect of the regulatory environment in which the Group operates and, following Completion, the Enlarged Group will operate is subject to change. Changes could have an adverse impact on the Group's and/or the Enlarged Group's business and operating results, in particular in (but not limited to) the following areas: construction laws and regulations; utilities regulations; labour laws; pension regulations; health and safety regulations;

competition/antitrust; data protection; environmental and sustainability requirements; tax regulations; and the transfer of capital and income in and between the countries in which the Group and/or the Enlarged Group operates.

Exposure to the resources sector and fluctuations in commodity prices could have an adverse effect on the Group and, following Completion, the Enlarged Group

A sustained period of low commodity prices on a global or regional basis may result in material differences in previously projected development, including scope reductions, postponements or cancellations of investment in existing and new projects, which could have an adverse impact on the business and financial condition of the Group and, following Completion, the Enlarged Group. For example, a low oil price may result in the cancellation of contracts supporting extraction of oil from the Alberta oil sands in which North American Piling currently operates.

Any failure of health, safety or environmental programmes or policies could subject the Group and, following Completion, the Enlarged Group to potential liabilities and reputational damage

The nature of the businesses conducted by Keller and North American Piling requires the adoption and maintenance of rigorous health and safety policies and, to a lesser extent, environmental risk management programmes since the businesses are subject to a broad range of laws, regulations and standards, including those relating to the health and safety of employees, protection of the public and protection of the environment. Keller and North American Piling are involved in significant and complex projects, for which a high standard of health, safety and environmental performance is critical. Any failure in health and safety performance, safe working practices or environmental risk management which results in a major or significant health and safety or environmental incident could subject the Enlarged Group to investigations, prosecutions and/or civil litigation, each of which could be costly in terms of potential liabilities, settlements and management time. Furthermore, such a failure could generate significant adverse publicity and have a negative impact on the Group's and, following Completion, the Enlarged Group's reputation and ability to win new business, which in turn could adversely affect operating and financial performance.

The Group is exposed to fluctuations in currency exchange rates which could have a material adverse effect on reported results

Keller's reporting currency is Sterling. However, as the Group operates across a range of international regions, a significant proportion of its revenue is generated in currencies other than Sterling, including US dollars, Australian dollars and Euros and will, following Completion, include Canadian dollars.

The Group faces currency translation risk on its earnings, cash flows and net assets, most of which are in currencies other than Sterling. The Group aims to reduce the impact that retranslation of its assets might have on the balance sheet by matching the currency of its borrowings, where possible, with the currency of its assets. The majority of the Group's borrowings are held in US dollars, Euros and Australian dollars, and will, following Completion, include Canadian dollars in order to provide a hedge against these currency net assets. The Group does not generally seek to hedge the currency translation risk on its earnings or cash flows.

The Group's and following Completion, the Enlarged Group's foreign currency hedging strategies may not adequately protect its results of operations or balance sheet position from the effect of exchange rate fluctuations, which may result in losses or may limit any benefit that it might otherwise receive from favourable movements in exchange rates. Any significant adverse fluctuations in currency rates could have a material adverse effect on the business, financial condition and results of operations of the Group and, following Completion, the Enlarged Group.

FORWARD LOOKING STATEMENTS

Certain statements made in this document constitute forward looking statements. Forward looking statements can be identified by the use of words such as "may", "will", "should", "predict", "assurance", "aim", "hope", "risk", "expect", "intend", "estimate", "anticipate", "believe", "plan", "seek", "continue" or other similar expressions that are predictive or indicative of future events. All statements other than statements of historical facts included in this document, including, without limitation, those regarding the Group's expectations, intentions and beliefs concerning, amongst other things, the Group's results of operations, financial position, growth strategy, prospects, dividend policy and the industries in which the Group and, following Completion, the Enlarged Group operates, are forward looking statements. By their nature, such forward looking statements involve known and unknown risks, uncertainties and other factors, many of which are outside the control of the Group and its Directors, which may cause the actual results, performance, achievements, dividends of the Group and, following Completion, the Enlarged Group or industry results to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. As such, forward looking statements are no guarantee of future performance.

Such forward looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. Among the important factors that could cause the Group's actual results, performance or achievements to differ materially from those in the forward looking statements include, among others, economic conditions in the relevant markets of the world, market position of the Company or its subsidiaries, earnings, financial position, return on capital and operating margins, political uncertainty, the actions of competitors, activities by governmental authorities such as changes in taxation or regulation, changing business or other market conditions and general economic conditions and such other risk factors identified in the "Risk Factors" section of this document. Forward looking statements should, therefore, be construed in light of such risk factors and undue reliance should not be placed on forward looking statements. These forward looking statements speak only as of the date of this document and are not intended to give assurance as to future results. The Group will update this document as required by applicable law, including the City Code on Takeovers and Mergers, Listing Rules, Prospectus Rules and/or the Disclosure and Transparency Rules of the Financial Conduct Authority, but otherwise expressly disclaims any such obligation or undertaking to release publicly any updates or revisions to any forward looking statement contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

You are advised to read this document and, in particular, the information set out in Part II (Risk Factors) and Part VI (Unaudited pro forma financial information) for a further discussion of the factors that could affect the Group's future performance and the industries and markets in which it operates. In light of these risks, uncertainties and assumptions, the events described in the forward looking statements in this document may or may not occur. Investors should note that the contents of these paragraphs relating to forward looking statements are not intended to qualify the statements made as to sufficiency of working capital in this document.

PART III

SUMMARY OF PRINCIPAL TERMS OF THE ACQUISITION

1. Introduction

On 11 June 2013, the Company, the Purchaser and NAEP entered into the Acquisition Agreement in relation to the Acquisition by the Purchaser of North American Piling. The Company entered into the Acquisition Agreement for the purposes of guaranteeing the obligations of the Purchaser under the Acquisition Agreement.

On the terms and subject to the conditions of the Acquisition Agreement, as described in more detail below, the Purchaser has agreed to acquire the business assets of NAEP relating to the piling service business currently conducted by NAEP, comprising a broad range of piling related solutions, including: drilled piles, driven piles, helical piles and pipeline anchor systems, tank services and earth retention systems as described in more detail in Part IV (Information on North American Piling).

2. The Acquisition Agreement

2.1 Consideration

The Acquisition Agreement provides that:

(a) North American Piling will be acquired by the Purchaser;
(b) the initial consideration payable to the Seller for North American Piling will be CDN\$227.5 million (£144.0 million), on a cash and debt free basis, with up to a further CDN\$92.5 million (£58.5 million) payable in deferred contingent consideration depending upon North American Piling's financial performance in the three year period following Completion. The deferred contingent consideration is payable by reference to North American Piling's EBITDA (as such term is defined in the Acquisition Agreement) as follows:
(i) a maximum of CDN\$30 million (£19.0 million) conditional upon reaching an annualised EBITDA in the period from Completion to 30 June 2014 of \$45 million. This amount is reduced by CDN\$2 for every CDN\$1 by which this EBITDA is below CDN\$45 million, falling to zero at an EBITDA of CDN\$30 million;
(ii) a maximum of CDN\$27.5 million (£17.4 million) conditional upon reaching an EBITDA in the year from 1 July 2014 to 30 June 2015 of CDN\$45 million. This amount is reduced by CDN\$1.83 for every CDN\$1 by which this EBITDA is below CDN\$45 million, falling to zero at an EBITDA of CDN\$30 million; and
(iii) a payment of CDN\$0.50 for every CDN\$1 by which the cumulative EBITDA earned over the initial three year period following Completion exceeds CDN\$135 million. This amount is capped at CDN\$35 million (£22.1 million) and is payable in stages during the course of the first three year period;
(c) the initial consideration payable for North American Piling is subject to a post Completion adjustment depending on the actual levels of working capital, net debt and capital liabilities relating to equipment leases of North American Piling as at Completion.

2.2 Representations and warranties

The Seller provides customary warranties in favour of the Company and the Seller's liability is subject to customary limitations and qualifications. The warranties are provided by reference to matters such as the Seller's capacity, ownership and ability to sell North American Piling; the Seller's solvency; North American Piling's accounts, contracts, intellectual property, employees, suppliers, assets, equipment, stock, debt, creditors and licences; whether North American Piling is subject to any litigious proceedings; environmental issues relating to North American Piling; general compliance with applicable laws; and tax issues concerning North American Piling.

In addition to the representations and warranties to be provided by the Seller, the Company provides representations and warranties with respect to a number of customary matters including in relation to existence, good standing, required filings and consents; financing; bankruptcy proceedings in respect of the Company and the Purchaser; and approvals required in connection with the Acquisition.

2.3 Conditions

(a) Completion is conditional upon, inter alia:
(i) the passing of the Resolution at the General Meeting;
(ii) Admission;
(iii) satisfying or obtaining the Canadian Competition Act Clearance.

2.4 Indemnification

Pursuant to the terms of the Acquisition Agreement each of the Seller and the Company agrees to indemnify each other for any loss suffered by such person or their respective indemnified persons as a result of a breach of a representation or warranty given pursuant to the Acquisition Agreement or in respect of any breach or non-fulfilment of any covenant or agreement given pursuant to the Acquisition Agreement. Save in respect of certain fundamental warranties given by each of the parties to the Acquisition Agreement the indemnities are subject to customary survival periods. Indemnification obligations under the Acquisition Agreement are subject to customary limitations and qualifications.

2.5 Termination

The Acquisition Agreement may, at or prior to Completion, be terminated, inter alia:

2.5.1 by written agreement between the parties to the Acquisition Agreement;
2.5.2 by either the Company or NAEP if any order or other action of any government entity having competent jurisdiction prohibits the transactions contemplated in the Acquisition Agreement, and such order or action has become final and non-appealable, provided that the party seeking to terminate has used commercially reasonable efforts to have the order or action set aside;
2.5.3 by the Company on or after 30 August 2013 if (a) the conditions contained in the Acquisition Agreement have not been satisfied or waived by 23 August 2013 (or such later date as the Company or NAEP agree in writing), (b) there is a material breach of any representation or warranty or a material failure to perform any covenant or agreement by NAEP or (c) a Material Adverse Effect has occurred since the Balance Sheet Date (as such terms are defined in the Acquisition Agreement); and/or
2.5.4 by NAEP on or after 30 August 2013 if (a) the conditions contained in the Acquisition Agreement have not been satisfied or waived by 23 August 2013 (or such later date as the Company or NAEP agree in writing), (b) there is a material breach of any representation or warranty or a material failure to perform any covenant or agreement by the Company, (c) the Company fails to convene the General Meeting for a date before 12 July 2013 or cancels or adjourns the General Meeting and does not re-convene it for a date before 23 August 2013, or (d) the Directors withdraw their recommendation that Shareholders vote in favour of the Resolution or recommend that Shareholders vote against the Resolution.

2.6 Covenants

The Acquisition Agreement contains covenants requiring the Seller to conduct North American Piling in the ordinary course between signing of the Acquisition Agreement and Completion and not to take certain specified actions except as agreed with the Company or as required by the Acquisition Agreement and any pre-completion reorganisation. In addition, the Acquisition Agreement contains Company covenants with respect to (a) the convening and conduct of the General Meeting; (b) the drafting, despatch and review of the Circular; and (c) preservation of records with respect to North American Piling. Further, each party to the Acquisition Agreement agrees to co-operate with each other in respect of any steps required to be taken as part of its obligations, including in respect of causing the conditions contained in the Acquisition Agreement to be satisfied, under the Acquisition Agreement. The parties also agree to assist each other and keep each other informed with respect to progress in satisfying the Canadian Competition Act Clearance.

2.7 Restrictive covenants

Under the Acquisition Agreement, the Seller has agreed, subject to certain exceptions, that it will not and will ensure that its affiliates do not, without the prior consent of the Purchaser, compete within Canada with North American Piling for a period of five years following Completion. In addition, for a period ending one year from Completion, the Purchaser and Seller have agreed that they will not and will ensure that their affiliates do not solicit any employees of the other party or any of its affiliates.

2.8 Guarantee

Under the Acquisition Agreement, the Company has agreed to guarantee all obligations of the Purchaser under the Acquisition Agreement and related ancillary agreements, including, without limitation, the payment of all of the debts and liabilities present or future at any time owing by the Purchaser to the Seller and its affiliates.

2.9 Break fee

The Acquisition Agreement provides that the Company will be required to pay a break fee equal to CDN\$ 9,209,743, being a sum equal to one per cent. of the market capitalisation of the Company (calculated based on the mid-market closing price of the Company's shares as at the day prior to the date of the Acquisition Agreement) if the Acquisition Agreement is terminated due to certain triggers, including the Resolution not being passed at the General Meeting.

2.10 Governing law

The Acquisition Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada.

3. Transitional Services Agreement

Under the Transitional Services Agreement to be entered into between the Company, the Purchaser and NAEP, NAEP will agree to continue to provide certain corporate services to North American Piling until 30 June 2014, subject to earlier termination. Services to be provided by NAEP to North American Piling relate to information technology services, accounts payable and accounts receivable services, taxation services, payroll services and general ledger services. North American Piling has agreed to pay a service charge in respect of each service, such service charge to be calculated in accordance with the schedules to the agreement setting out the detail of the services to be provided.

NAEP's liability under the agreement is limited to liability for its own negligence or breach of the Agreement and any amounts payable by NAEP in respect of such liability are limited to the amount it receives from North American Piling. In addition, North American Piling is obliged to use commercially reasonable efforts to minimise its loss and must indemnify NAEP and its employees and representatives in respect of losses incurred arising out of or in connection with the provision of the services under the agreement.

The agreement may be terminated by mutual agreement. North American Piling may terminate the agreement in relation to any services on written notice to NAEP if NAEP has failed to perform any of its material obligations and such failure shall have continued unremedied for at least 30 days. NAEP may terminate the agreement with respect to any service on between 60-120 days' written notice depending on the service.

PART IV

INFORMATION ON NORTH AMERICAN PILING

1. Overview and key strengths

Overview

North American Piling is headquartered in Edmonton, Alberta, Canada and has over 25 years' experience providing piling services, with a focus on piling in construction markets across Canada including the Alberta oil sands region. North American Piling's service offering comprises a broad range of piling-related solutions, including: drilled piles, driven piles, helical piles and earth retention systems, as well as pipeline anchor systems and tank services.

Key strengths

The Directors believe the key strengths of North American Piling are as follows:

l a market-leading foundations business in Canada positioned in growth markets offering attractive margins;
l well-diversified revenue streams across regions, end markets and customers;
l the business offers a broad range of piling-related solutions and resources, enabling North American Piling to deliver larger and more demanding piling projects; and
l an experienced management team with a strong track record of growing North American Piling.

2. History

North American Piling was established in 1985 in Edmonton, Alberta in Canada as the Piling Division of what is now NAEP. Over time, the business has expanded both organically and through strategic bolt-on acquisitions. The current chief operating officer of North American Piling joined NAEP in 1988. In 1998, North American Piling operations were expanded beyond Alberta with their entry into the Regina region and the business further extended its Canadian footprint in 2000 with the acquisitions of Crown Caisson (Calgary) and Griffiths Pile Driving (Vancouver). Acquisitions made over the following decade broadened the service offering and added geographic diversification: Midwest MicroPile brought micropiling capabilities; Cyntech added helical pile technology, a patented pipeline anchor system and tank maintenance operations; whilst Active Auger and Drillco Foundation established a presence in Saskatoon and Ontario, respectively.

North American Piling's revenue has grown strongly over time, with compound annual growth of 19 per cent. in the period from 2004 to 2013. Unsurprisingly for a construction business exposed to the resources industries, this growth has been impacted by market cycles; after reaching a peak of CDN\$162 million in 2008, revenue decreased to a trough of CDN\$69 million in 2010 before increasing to a record CDN\$236.5 million in 2013.

3. Service offering

North American Piling is a provider of a broad range of piling-related solutions, with earnings generated from a range of traditional piling activities, non-traditional piling technologies and complementary services. Whilst traditional drilled and driven piles are still predominant, generating more than 50 per cent. of North American Piling's annual revenue, the share of non-traditional piling activities is growing.

North American Piling typically works across a wide portfolio of projects. Over the 12 months to 31 March 2013, North American Piling worked on approximately 250 projects, with just under 50 different jobs each contributing at least CDN\$1 million to revenue. Contract values ranged significantly with the work spanning periods from less than one week to more than six months.

Key services provided by North American Piling include:

l Piling

Piling involves the installation of structural elements to transfer foundation loads through weak soils to stronger underlying ground. Drilled piles are cast in situ, whereas driven piles are pre-formed and driven into the ground.

‹ Drilled piles

North American Pilings designs and installs many types of drilled piles, including caissons, CFA piles and micropiles.

‹ Driven piles

North American Piling's services include the design and installation of many types of driven piles, including expanded base piles and sheet piles.

l Earth retention

Earth retention (or "shoring") systems are drilled or driven support systems which may be cantilevered, braced or tied-back to provide horizontal and vertical restraint of adjacent property during excavation and construction of below-ground facilities. North American Piling designs and installs various earth retention systems for industrial and commercial projects, including cofferdams, slurry walls and lagging walls.

l Helical piles and pipeline anchor systems

North American Piling custom designs and manufactures engineered helical (or "screw") piles and pipeline anchor systems. North American Piling's anchor systems are used to control pipeline buoyancy and prevent floating of pipelines in extremely wet areas.

l Tank services

There is a legislated maintenance requirement for large tanks in the petroleum and petrochemical industries in Canada. North American Piling provides inspection, cleaning, repair, relocation and consultation services for large-diameter petrochemical storage tanks to ensure compliance with applicable codes and standards.

4. Markets

North American Piling was established in Edmonton, Alberta and its activities have historically been focused on this region. Whilst Alberta continues to generate around 50 per cent. of North American Piling's revenue, the business has expanded over time, both organically and through strategic, bolt-on acquisitions. North American Piling now operates across Canada with offices in Vancouver, Calgary, Edmonton, Fort McMurray, Saskatoon, Regina and Toronto. Furthermore, while approximately 90 per cent. of North American Piling's revenue is generated in Canada, recent expansion has added an international dimension to the business, with around 10 per cent. of revenue generated from the United States and selected international markets.

End markets

The Canadian construction market is estimated to be worth approximately US\$201 billion (£130 billion) according to IHS Global Insights, Construction Report: Canada, January 2013. According to the same source, the approximate split of the Canadian construction market by sector in 2013 was as follows: residential 38 per cent.; infrastructure 31 per cent.; building 17 per cent.; and industrial 14 per cent. Non-residential construction is forecast to grow by a compound annual growth rate of 3.4 per cent. from 2013 to 2018.

Commercial and public

North American Piling has experience consisting of a diverse range of commercial and public projects in all of its geographic markets.

Industrial

The industrial segment includes pipelines, refineries and processing plants, mines, manufacturing facilities and power infrastructure.

Oil sands

The Alberta oil sands account for around one quarter of North American Piling's revenue and the company maintains a regional office in Fort McMurray that is entirely dedicated to oil sands projects.

Customers

North American Piling has a large and diverse customer base which includes a number of the leading general contractors, consulting engineers and project owners in Canada and overseas markets. Through its mining affiliations, NAEP's mining division is a customer and this business relationship is expected to continue following Completion.

5. Competition

Though the industry is very competitive, it is also highly fragmented, with most operators focused on either Western or Eastern Canada. Much of the competition is independently owned, although Vinci S.A., the French-based concessions and contracting business, has a presence in both Eastern and Western Canada through its subsidiaries AGRA Foundations Limited and Bermingham Foundation Solutions Limited, both of which were acquired within the past three years; and Bauer Foundation Corp, part of the German-listed contracting and equipment business, operates in Western Canada.

6. Management and employees

North American Piling currently employs approximately 400 staff. Upon Completion, the Board intends to respect the existing rights of those employees who transfer to the Group with North American Piling.

It is the Directors' current intention that North American Piling will continue to be run by its chief executive officer and chief operating officer. Within the Enlarged Group, North American Piling will form part of the North American division of Keller, reporting directly into the managing director of Keller North America.

7. Summary financial information

The summary financial information set out below has been extracted without material adjustment from North American Piling's historic financial information for the years ended 31 March 2011, 31 March 2012 and 31 March 2013. The full financial statements can be found in Part V (Historical financial information relating to North American Piling) of this document.

	2011 CDN \$m	2012 CDN \$m	2013 CDN \$m
Combined income statement Continuing operations	––––––––––––	–––––––––––	–––––––––––
Revenue	105.6	185.3	236.5
EBITDA	10.0	35.3	46.3
Operating profit	3.5	28.0	38.5
Combined balance sheet
Working capital	23.5	29.2	38.4
Property, plant and equipment	36.5	38.6	41.3
Intangible assets	16.0	14.6	13.2
Other liabilities	(6.4) –––––––––	(6.3) –––––––––	(13.3) –––––––––
Net assets	69.6 –––––––––	76.1 –––––––––	79.6 –––––––––

PART V

HISTORICAL FINANCIAL INFORMATION RELATING TO NORTH AMERICAN PILING

Financial information of North American Piling for the three years ended 31 March 2011, 31 March 2012 and 31 March 2013 in this Part V (Historical financial information relating to North American Piling) has been prepared in accordance with the basis of preparation set out in Note 2.

Combined income statement and statement of comprehensive income

	Note	31 March 2011 CDN \$m –––––––––	Year ended 31 March 2012 CDN \$m –––––––––	31 March 2013 CDN \$m –––––––––
Continuing operations Revenue		105.6	185.3	236.5
Operating costs	6	(102.1)	(157.3)	(198.0)
Operating profit Net finance costs		––––––––– 3.5 – –––––––––	––––––––– 28.0 – –––––––––	––––––––– 38.5 – –––––––––
Profit before taxation Taxation	8	3.5 (1.3) –––––––––	28.0 (7.5) –––––––––	38.5 (9.7) –––––––––
Profit for the period		2.2	20.5	28.8
Other comprehensive income for the period Total comprehensive income for the period		––––––––– – 2.2 –––––––––	––––––––– – 20.5 –––––––––	––––––––– – 28.8 –––––––––
Reconciliation of operating profit to EBITDA
Operating profit		3.5	28.0	38.5
Depreciation of property, plant and equipment	10	5.7	5.9	6.4
Amortisation of intangible assets	9	0.8 –––––––––	1.4 –––––––––	1.4 –––––––––
EBITDA		10.0 –––––––––	35.3 –––––––––	46.3 –––––––––

Combined balance sheet

	Note	31 March 2011 CDN \$m –––––––––	31 March 2012 CDN \$m –––––––––	31 March 2013 CDN \$m –––––––––
Assets
Non-current assets
Intangible assets	9	16.0	14.6	13.2
Property, plant and equipment	10	36.5 –––––––––	38.6 –––––––––	41.3 –––––––––
		52.5	53.2	54.5
Current assets		–––––––––	–––––––––	–––––––––
Inventories	11	2.8	3.9	4.8
Trade and other receivables	12	31.0 –––––––––	51.8 –––––––––	53.8 –––––––––
		33.8	55.7	58.6
Total assets		––––––––– 86.3 –––––––––	––––––––– 108.9 –––––––––	––––––––– 113.1 –––––––––
Liabilities Current liabilities Trade and other payables Finance lease obligations	14 15	(10.3) –	(26.5) (0.1)	(20.2) (1.3)
		–––––––––	–––––––––	–––––––––
		(10.3) –––––––––	(26.6) –––––––––	(21.5) –––––––––
Non-current liabilities
Deferred tax liabilities Finance lease obligations	8 15	(6.4) –	(6.0) (0.1)	(7.4) (4.6)
Other long-term liabilities		–	(0.1)	–
		––––––––– (6.4)	––––––––– (6.2)	––––––––– (12.0)
Total liabilities		––––––––– (16.7)	––––––––– (32.8)	––––––––– (33.5)
Net assets		––––––––– 69.6	––––––––– 76.1	––––––––– 79.6
Invested capital Invested capital		––––––––– 69.6 –––––––––	––––––––– 76.1 –––––––––	––––––––– 79.6 –––––––––
Total invested capital		69.6	76.1	79.6
		–––––––––	–––––––––	–––––––––

	Total CDN \$m –––––––––
At 1 April 2010 Total comprehensive income for the period Other movements in invested capital	52.6 2.2 14.8 –––––––––
At 31 March 2011 and 1 April 2011 Total comprehensive income for the period Other movements in invested capital	69.6 20.5 (14.0) –––––––––
At 31 March 2012 and 1 April 2012 Total comprehensive income for the period Other movements in invested capital	76.1 28.8 (25.3)
At 31 March 2013	––––––––– 79.6 –––––––––

Combined cash flow statement

			Year ended
	Note	31 March 2011 CDN \$m	–––––––––––––––––––––––––––––––––––––––––––––– 31 March 2012 CDN \$m	31 March 2013 CDN \$m
Cash flows from operating activities		–––––––––	–––––––––	–––––––––
Operating profit		3.5	28.0	38.5
Depreciation of property, plant and equipment		5.7	5.9	6.4
Amortisation of intangible assets		0.8	1.4	1.4
Loss on disposal of property, plant and
equipment		–	–	0.3
Other non-cash movements		– –––––––––	0.1 –––––––––	(0.1) –––––––––
Operating cash flows before movements in
working capital		10.0	35.4	46.5
(Increase)/decrease in inventories (Increase)/decrease in trade and other		(0.1)	(1.1)	(0.9)
receivables		1.8	(20.8)	(2.0)
Increase/(decrease) in trade and other payables		– –––––––––	16.2 –––––––––	(6.3) –––––––––
Cash generated from operations		11.7	29.7	37.3
Income tax paid		(0.1)	(7.9)	(8.3)
Net cash inflow from operating activities		––––––––– 11.6 –––––––––	––––––––– 21.8 –––––––––	––––––––– 29.0 –––––––––
Cash flows from investing activities
Acquisition of property, plant and equipment Proceeds on disposal of property, plant		(3.3)	(7.5)	(3.0)
and equipment		0.4	0.1	0.2
Acquisition of subsidiaries, net of cash	5	(23.5) –––––––––	– –––––––––	– –––––––––
Net cash outflow from investing activities		(26.4) –––––––––	(7.4) –––––––––	(2.8) –––––––––
Cash flows from financing activities
Changes in invested capital		14.8	(14.0)	(25.3)
Repayment of finance lease obligations		– –––––––––	(0.4) –––––––––	(0.9) –––––––––
Net cash (outflow)/inflow from financing
activities		14.8 –––––––––	(14.4) –––––––––	(26.2) –––––––––
Net increase in cash and cash equivalents		– –––––––––	– –––––––––	– –––––––––

Notes to the combined financial statements

1. General information

The combined financial statements ("Combined Historical financial information") are presented in Canadian dollars (rounded to the nearest hundred thousand). Foreign operations are included in accordance with the policies set out in note 3.

2. Basis of preparation

The Combined Historical financial information presents the financial record for the three years ended 31 March 2013 of North American Piling. North American Piling was reported as a reportable business segment of NAEP in the segmental information disclosed by NAEP in its published financial statements and interim information. NAEP prepares its consolidated financial information in accordance with the requirements of generally accepted accounting principles in the United States of America ("US GAAP"). However, North American Piling has not in the past constituted a separate legal group or entity and the segmental information of North American Piling disclosed by NAEP has been prepared solely to meet the disclosure requirements under US GAAP of the NAEP consolidated financial statements and is, accordingly, limited in content. As a consequence, the Combined Historical financial information has been prepared specifically for the purpose of this document.

The Combined Historical financial information has been prepared in accordance with the requirements of the Prospectus Directive Regulation, the Listing Rules, and in accordance with this basis of preparation note. The Combined Historical financial information has been prepared in accordance with accounting policies consistent with those adopted in the financial statements of Keller Group plc for the year ended 31 December 2012, the most recent audited financial statements of the Group. The accounting policies of Keller Group plc are in accordance with IFRS as adopted by the European Union (and IFRSs as issued by the International Accounting Standards Board ("IASB")), except as described below. References to ("IFRS") hereafter should be construed as references to IFRS as adopted by the EU. IFRS does not provide for the preparation of Combined Historical financial information, and accordingly in preparing the Combined Historical financial information certain accounting conventions commonly used for the preparation of historical financial information for inclusion in investment circulars as described in the Annexure to SIR 2000 (Investment Reporting Standard applicable to public reporting engagements on historical financial information) issued by the UK Auditing Practices Board have been applied. The application of these conventions results in the following material departures from IFRS. In all other respects IFRS has been applied.

l As explained above, the Combined Historical financial information is prepared on a combined basis and therefore does not comply with the requirements of IAS 27R. The financial information has therefore been prepared on a combined basis applying the principles underlying the consolidation procedures of IAS 27R.
l As the Combined Historical financial information has been prepared on a combined basis, it is not possible to measure earnings per share. Accordingly, the requirements of IAS 33 'Earnings per Share' ("IAS 33") to disclose earnings per share has not been complied with.
l North American Piling has not previously prepared or reported any combined financial information, other than the segmental reporting in the NAEP consolidated financial statements. Consequently no IFRS 1 reconciliations are included within this Combined Historical Financial Information.

The following summarises the accounting and other principles applied in preparing the Combined Historical financial information:

l The Combined Historical financial information for North American Piling has been prepared in Canadian Dollars ("CDN \$"), which is the functional currency of North American Piling.
l As an operating segment of NAEP, North American Piling has relied on other parts of NAEP to provide certain central services including, but not limited to, management information systems, accounting and financial reporting, treasury, taxation and legal services. North American Piling has not historically been charged costs by other parts of NAEP for these services. While these costs have been estimated and included in the Combined Historical financial information, these costs are not necessarily representative of the position that would have been reported had North American Piling been an independent group or that may prevail in the future as part of the Enlarged Group.
l The tax charges and provisions in this financial information have been determined based on the tax charges historically recorded by NAEP. An allocation has then been made to North American Piling, based on its estimated share of adjusting items. Where possible, for instance in the calculation of timing differences on the property plant and equipment, this has been based on extracting adjustments directly on North American Piling. In other cases an apportionment has been used. Accordingly, the tax charges recorded in the Combined Income Statement may have been affected by the taxation arrangements within NAEP, and are not necessarily representative of the tax charges that could apply in the future.
l North American Piling has previously operated as part of the treasury arrangements for NAEP as a whole and so has not maintained separate bank accounts. Under the terms of the Acquisition, North American Piling will be acquired on a cash and debt free basis, with the exception of certain capital leases that will transfer with North American Piling. The theoretical balance maintained with NAEP, resulting from all cash movements within North American Piling has been shown within Invested capital.
l Transactions and balances between entities included within North American Piling have been eliminated. All trading balances between entities within North American Piling and other parts of NAEP have been presented within the invested capital balance.
l North American Piling in the past has not formed a separate legal group, and therefore it is not possible to show share capital or an analysis of reserves for North American Piling. The net assets of North American Piling are represented by the cumulative investment of NAEP in North American Piling (shown as "Invested Capital").

The Combined Historical financial information has been prepared on a "carve out" basis from NAEP's consolidated financial information using the historical results from operations, assets and liabilities attributable to North American Piling and includes allocations of expenses, assets and liabilities from NAEP. The Combined Historical financial information may not be indicative of future performance and does not necessarily reflect what its combined results of operations, financial position and cash flows would have been had North American Piling operated as an independent company or part of the Enlarged Group during the periods presented.

The Combined Historical financial information is prepared on the historical cost and on a going concern basis.

The preparation of the Combined Historical financial information requires management to make judgements, estimates and assumptions that affect whether and how policies are applied and affect the reported amounts of assets and liabilities, income and expenses. Judgements made by management in the application of adopted IFRSs that have a significant effect on the Combined Historical financial information and estimates with a significant risk of material adjustment in the next year are discussed in the principal accounting policies in Note 3.

The accounting policies set out below have been applied consistently to all periods presented in this Combined Historical financial information.

3. Principal accounting policies

Jointly controlled operations

From time to time North American Piling undertakes contracts jointly with other parties. These fall under the category of jointly controlled operations as defined by IAS 31. In accordance with IAS 31, North American Piling accounts for its own share of sales, profits, assets, liabilities and cash flows measured according to the terms of the agreements covering the jointly controlled operations.

Revenue recognition

Revenue represents the fair value of work done on construction contracts performed during the year on behalf of customers or the value of goods or services delivered to customers. In accordance with IAS 1, contract revenue and expenses are recognised in proportion to the stage of completion of the contract as soon as the outcome of a construction contract can be estimated reliably.

The fair value of work done is calculated using the expected final contract value, based on contracted values adjusted for the impact of any known variations, and the stage of completion, calculated as costs to date as a proportion of total expected contract costs.

The results for each year include adjustments to the outcome of construction contracts, including jointly controlled operations, completed in prior years arising from claims from customers or third parties and claims on customers or third parties for variations to the original contract.

Provision against claims from customers or third parties is made in the year in which North American Piling becomes aware that a claim may arise. Income from claims on customers or third parties is not recognised until the outcome can be reliably measured and it is probable that North American Piling will receive the economic benefits.

Where it is probable that a loss will arise on a contract, full provision for this loss is made when North American Piling becomes aware that a loss may arise.

Revenue in respect of goods and services is recognised as the goods and services are delivered.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.

Property, plant and equipment acquired under finance leases are capitalised in the balance sheet at the lower of fair value or present value of minimum lease payments and depreciated in accordance with North American Piling's accounting policy. The capital element of the leasing commitment is included as obligations under finance leases. The rentals payable are apportioned between interest, which is charged to the income statement, and capital, which reduces the outstanding obligation.

Amounts payable under operating leases are charged to contract work in progress or operating costs on a straight line basis over the lease term.

Foreign currencies

Balance sheet items in foreign currencies are translated into Canadian dollars at closing rates of exchange at the balance sheet date. Income statements and cash flows of overseas subsidiary undertakings are translated into Canadian dollars at average rates of exchange for the year.

Exchange differences arising from the retranslation of opening net assets and income statements at closing and average rates of exchange respectively are dealt with in other comprehensive income. All other exchange differences are charged to the income statement.

Interest income and expense

All interest income and expense is recognised in the income statement in the period in which it is incurred using the effective interest method.

Employee benefit costs

Payments to defined contribution schemes are accounted for on an accruals basis.

Taxation

The tax expense represents the sum of the tax currently payable and the deferred tax charge.

Provision is made for current tax on taxable profits for the year. Taxable profit differs from profit before taxation as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.

Full provision is made for deferred tax on temporary differences in line with IAS 12 Income Taxes. Deferred tax assets are recognised when it is considered likely that they will be utilised against future taxable profits.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited to the income statement, except when it relates to items charged or credited directly to invested capital or to other comprehensive income, in which case the related deferred tax is also dealt with in invested capital or in other comprehensive income.

Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment.

Depreciation

Depreciation is not provided on freehold land.

Depreciation is provided to write off the cost less the estimated residual value of property, plant and equipment by reference to their estimated useful lives using the straight line method.

The rates of depreciation used are:

–––––––––––––––––––––––––––––––––––––––––––––– Buildings	2%
Long life plant and equipment	8%
Short life plant and equipment	12%
Motor vehicles	25%
Computers	33%

The cost of leased properties is depreciated by equal instalments over the period of the lease or 50 years, whichever is the shorter.

Business combinations

North American Piling accounts for business combinations in accordance with IFRS 3 Business Combinations (2008) using the acquisition method as at the acquisition date, which is the date on which control is transferred to North American Piling.

For acquisitions on or after 1 January 2010, costs related to the acquisition are expensed as incurred. Any deferred contingent consideration payable is recognised at fair value at the acquisition date with subsequent changes to the fair value being recognised in profit or loss, unless the change was as a result of new information about facts or circumstances existing at the acquisition date being obtained during the measurement period, in which case the change is recognised in the balance sheet as an adjustment to goodwill. For acquisitions before 1 January 2010, transaction costs were capitalised as part of the cost of the acquisition. Any deferred contingent consideration payable was recognised at fair value at the acquisition date with subsequent changes to the fair value being recognised in the balance sheet as an adjustment to goodwill.

Goodwill and other intangible assets

Goodwill

Goodwill arising on consolidation, representing the difference between the fair value of the purchase consideration and the fair value of the identifiable net assets of the subsidiary undertaking at the date of acquisition, is capitalised as an intangible asset.

The fair value of identifiable net assets in excess of the fair value of purchase consideration is credited to the income statement in the year of acquisition.

Subsequent to initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is reviewed for impairment annually and whenever there is an indication that the goodwill may be impaired in accordance with IAS 36, with any impairment losses being recognised immediately in the income statement. Goodwill arising prior to 1 January 1998 was taken directly to invested capital in the year in which it arose. Such goodwill has not been reinstated on the balance sheet.

Other intangible assets

Intangible assets, other than goodwill, include purchased licences, software, patents, trademarks, customer contracts and non-compete undertakings. Intangible assets are capitalised at cost and amortised on a straight line basis over their useful economic lives from the date that they are available for use and are stated at cost less accumulated amortisation and impairment losses. Useful economic lives do not exceed seven years.

Intangible assets acquired in a business combination are accounted for initially at fair value.

Impairment of assets excluding goodwill

At each balance sheet date North American Piling reviews the carrying amounts of its assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any.

Capital work in progress

Capital work in progress represents expenditure on property, plant and equipment in the course of construction. Transfers are made to other property, plant and equipment categories when the assets are available for use.

Inventories

Inventories are measured at the lower of cost and estimated net realisable value with due allowance being made for obsolete or slow- moving items.

Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition.

Trade receivables

Trade receivables do not carry any interest, are initially recognised at fair value and are carried at amortised cost as reduced by appropriate allowances for estimated irrecoverable amounts.

Trade payables

Trade payables are not interest bearing, are initially recognised at fair value and are carried at amortised cost.

Provisions

A provision is recognised in the balance sheet when there is a present legal or constructive obligation as a result of a past event and where it is probable that an outflow will be required to settle the obligation.

Accounting estimates and judgements

The preparation of the Combined Historical financial information requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The key estimates and judgements in drawing up the Combined Historical financial information are in connection with construction contracts in progress, claims on construction contracts, fair values of net assets acquired in business combinations and goodwill impairment tests.

North American Piling's approach to estimates and judgements relating to construction contracts and claims is set out in the revenue recognition policy above. The main factors considered when making those estimates and judgements include the likely outcome of negotiations of variations, expectations regarding the recovery of any cost over-runs, the likelihood of successful claims by or against North American Piling, including the potential for liquidated damages, and the extent to which any claims against North American Piling are covered by insurance.

Key uncertainties in estimating the fair value of net assets acquired in business combinations include the market value of tangible assets and the identification and measurement of separable intangible assets. As explained in note 9, goodwill has been assessed for impairment by comparing its carrying value with the present value of the discounted cash flows expected to be generated by the relevant cash generating units.

Principal areas of uncertainty in respect of valuations are around forecast cash flows and the discount rate. The discount rates used are based on the weighted average cost of capital of comparable businesses, adjusted as necessary to reflect the financing and risk associated with the asset being tested.

4. Segmental analysis

North American Piling is considered to have one reportable segment, which is specialist ground engineering services in North America.

5. Acquisitions

There were no acquisitions in the years ending 31 March 2013 and 31 March 2012.

On 1 November 2010, North American Piling acquired all of the assets of Cyntech Corporation and its wholly-owned subsidiary Cyntech Anchor Systems LLC (collectively "Cyntech"), for consideration of CDN\$ 23.5 million. Cyntech is based in Calgary, Alberta and designs and manufactures screw piles and pipeline anchoring systems, and provides tank maintenance services to the petro-chemical industry. As a result of this acquisition, North American Piling gained access to screw piling, pipeline anchor design and manufacturing capabilities in Canada and the United States. North American Piling also gained oil and gas storage tank repair and maintenance capabilities which complement North American Piling's existing service offering. The transaction was accounted for using the acquisition method with the results of operations included in the financial statements from the date of acquisition. Acquisition related costs were recorded in general and administrative expenses. The goodwill acquired is deductible for tax purposes. The following table summarises the recognised amounts of the assets acquired and liabilities assumed at the acquisition date:

	Carrying amount CDN \$m ––––––––––	Fair value adjustments CDN \$m ––––––––––	Fair value CDN \$m ––––––––––
Accounts receivable	7.1	–	7.1
Inventories	1.6	–	1.6
Plant and equipment	1.3	–	1.3
Intangible assets	–	7.3	7.3
Accounts payable	(1.6) ––––––––––	– ––––––––––	(1.6) ––––––––––
Total identifiable net assets	8.4 ––––––––––	7.3 ––––––––––	15.7
Goodwill			7.8 ––––––––––
Satisfied by initial cash consideration			23.5 ––––––––––

6. Operating costs

			Year ended
		31 March 2011	31 March 2012	31 March 2013
	Note	CDN \$m –––––––––	CDN \$m –––––––––	CDN \$m –––––––––
Raw materials and consumables		35.1	54.9	73.6
Staff costs	7	31.8	44.1	55.4
Other operating charges		27.0	47.6	57.4
Amortisation of intangibles Depreciation:	9	0.8	1.4	1.4
Owned property, plant and equipment Property, plant and equipment held under finance	10	5.7	5.8	6.2
lease Operating lease expense:	10	–	0.1	0.2
Land and buildings		0.6	1.1	1.2
Plant, machinery and vehicles		1.1	2.3	2.3
Loss on disposal of property, plant and equipment		– ––––––––––	– ––––––––––	0.3 ––––––––––
		102.1 –––––––––– ––––––––––	157.3 –––––––––– ––––––––––	198.0 –––––––––– ––––––––––

7. Staff costs

	Year ended
	31 March	31 March	31 March
	2011	2012	2013
	CDN \$m	CDN \$m	CDN \$m
	–––––––––	–––––––––	–––––––––
Aggregate staff costs were:
Wages and salaries	23.9	32.4	41.1
Benefits and other staff costs	7.9	11.7	14.3
	––––––––––	––––––––––	––––––––––
	31.8	44.1	55.4
	––––––––––	––––––––––	––––––––––
	––––––––––	––––––––––	––––––––––

8. Taxation

		Year ended
	31 March	31 March	31 March
	2011	2012	2013
	CDN \$m	CDN \$m	CDN \$m
	–––––––––	–––––––––	–––––––––
Current tax expense: Current year	0.1	7.9	8.3
Total current tax	––––––––––	––––––––––	––––––––––
	0.1	7.9	8.3
Deferred tax expense:	––––––––––	––––––––––	––––––––––
Current year	1.2	(0.4)	1.4
Total deferred tax	––––––––––	––––––––––	––––––––––
	1.2	(0.4)	1.4
	––––––––––	––––––––––	––––––––––
	1.3	7.5	9.7
	––––––––––	––––––––––	––––––––––

The effective tax rate can be reconciled to the Canadian corporation tax rate as follows:

		Year ended
	31 March 2011 CDN \$m % –––––––––	31 March 2012 CDN \$m % –––––––––	31 March 2013 CDN \$m % –––––––––
Canadian corporation rate of 25.12%
(2012: 26.25%, 2011: 27.75%)	27.8	26.3	25.1
Permanent differences	5.8	0.2	–
Other	3.5 ––––––––––	0.3 ––––––––––	0.1 ––––––––––
Effective tax rate	37.1 ––––––––––	26.8 ––––––––––	25.2 ––––––––––

The following are the major deferred tax liabilities and assets recognised by North American Piling and movements thereon during the current and prior reporting periods:

	Accelerated capital allowances CDN \$m ––––––––––	Other temporary differences CDN \$m ––––––––––	Total CDN \$m ––––––––––
At 1 April 2010	3.9	1.3	5.2
(Credit)/charge to the income statement	0.9	0.3	1.2
At 31 March 2011 (Credit)/charge to the income statement	–––––––––– 4.8 0.1 ––––––––––	–––––––––– 1.6 (0.5) ––––––––––	–––––––––– 6.4 (0.4) ––––––––––
At 31 March 2012	4.9	1.1	6.0
(Credit)/charge to the income statement	0.4	1.0	1.4
At 31 March 2013	––––––––––	––––––––––	––––––––––
	5.3	2.1	7.4
	––––––––––	––––––––––	––––––––––

9. Intangible assets

	Goodwill CDN \$m ––––––––––	Other intangible assets CDN \$m ––––––––––	Total CDN \$m ––––––––––
Cost
At 1 April 2010	1.2	0.6	1.8
Acquired through acquisition	7.8 ––––––––––	7.3 ––––––––––	15.1 ––––––––––
At 31 March 2011 and 1 April 2011	9.0	7.9	16.9
Acquired through acquisition	– ––––––––––	– ––––––––––	– ––––––––––
At 31 March 2012 and 1 April 2012	9.0	7.9	16.9
Acquired through acquisition	– ––––––––––	– ––––––––––	– ––––––––––
At 31 March 2013	9.0 ––––––––––	7.9 ––––––––––	16.9 ––––––––––
Accumulated amortisation
At 1 April 2010	–	0.1	0.1
Amortisation charge for the year	– ––––––––––	0.8 ––––––––––	0.8 ––––––––––
At 31 March 2011 and 1 April 2011	–	0.9	0.9
Amortisation charge for the year	– ––––––––––	1.4 ––––––––––	1.4 ––––––––––
At 31 March 2012 and 1 April 2012	–	2.3	2.3
Amortisation charge for the year	– ––––––––––	1.4 ––––––––––	1.4 ––––––––––
At 31 March 2013	–	3.7	3.7
Carrying amount	––––––––––	––––––––––	––––––––––
At 31 March 2013	9.0	4.2	13.2
At 31 March 2012	–––––––––– 9.0	–––––––––– 5.6	–––––––––– 14.6
At 31 March 2011	–––––––––– 9.0 ––––––––––	–––––––––– 7.0 ––––––––––	–––––––––– 16.0 –––––––––– –––––––

Goodwill relates to the acquisition of DF Investments Limited and its subsidiary Drillco Foundation Co. Limited on 1 August 2009 and the acquisition of Cyntech on 1 November 2010 (refer Note 5). A goodwill impairment test is completed each year or whenever events or changes in circumstances indicate that impairment may exist. The recoverable amount of the goodwill has been determined based on a value in use calculation. The calculations all use cash flow projections based on financial budgets and forecasts approved by management. The most important factors in the value in use calculations are the forecast revenues and gross margins during the forecast period and the discount rates applied to future cash flows.

	Land and buildings CDN \$m ––––––––––	Plant, machinery and vehicles CDN \$m ––––––––––	Total CDN \$m ––––––––––
Cost
At 1 April 2010	1.5	62.4	63.9
Additions	–	3.3	3.3
Acquired through acquisition	–	1.3	1.3
Disposals	– ––––––––––	(1.0) ––––––––––	(1.0) ––––––––––
At 31 March 2011 and 1 April 2011	1.5	66.0	67.5
Additions	–	8.8	8.8
Disposals	– ––––––––––	(1.0) ––––––––––	(1.0) ––––––––––
At 31 March 2012 and 1 April 2012	1.5	73.8	75.3
Additions	–	9.5	9.5
Disposals	– ––––––––––	(1.5) ––––––––––	(1.5) ––––––––––
At 31 March 2013	1.5 ––––––––––	81.8 ––––––––––	83.3 ––––––––––
Accumulated depreciation
At 1 April 2010	0.2	25.6	25.8
Charge for the year	0.1	5.6	5.7
Disposals	– ––––––––––	(0.5) ––––––––––	(0.5) ––––––––––
At 31 March 2011 and 1 April 2011	0.3	30.7	31.0
Charge for the year	0.1	5.8	5.9
Disposals	– ––––––––––	(0.2) ––––––––––	(0.2) ––––––––––
At 31 March 2012 and 1 April 2012	0.4	36.3	36.7
Charge for the year	0.1	6.3	6.4
Disposals	– ––––––––––	(1.1) ––––––––––	(1.1) ––––––––––
At 31 March 2013	0.5 ––––––––––	41.5 ––––––––––	42.0 ––––––––––
Carrying amount
At 31 March 2013	1.0	40.3	41.3
At 31 March 2012	–––––––––– 1.1	–––––––––– 37.5	–––––––––– 38.6
At 31 March 2011	–––––––––– 1.2 ––––––––––	–––––––––– 35.3 ––––––––––	–––––––––– 36.5 –––––––––– –––––––

	31 March 2011 CDN \$m –––––––––	31 March 2012 CDN \$m –––––––––	31 March 2013 CDN \$m –––––––––
Raw materials and consumables	1.9	2.5	3.4
Finished goods	0.9	1.4	1.4
	–––––––––– 2.8 ––––––––––	–––––––––– 3.9 ––––––––––	–––––––––– 4.8 –––––––––– –––––––

12. Trade and other receivables

	31 March 2011 CDN \$m –––––––––	31 March 2012 CDN \$m –––––––––	31 March 2013 CDN \$m –––––––––
Trade receivables	24.8	42.5	44.3
Construction work in progress	6.0	9.1	9.3
Prepayments	0.2	0.2	0.2
	–––––––––– 31.0 ––––––––––	–––––––––– 51.8 ––––––––––	–––––––––– 53.8 –––––––––– –––––––

Trade receivables are shown net of an allowance for doubtful debts.

	31 March 2011 CDN \$m –––––––––	31 March 2012 CDN \$m –––––––––	31 March 2013 CDN \$m –––––––––
The movement in the provision for bad and doubtful debts is as follows:
At 1 April	0.4	–	0.2
Used during the period	(0.2)	–	–
Additional provisions	0.1	0.2	0.3
Unused amounts reversed	(0.3) ––––––––––	– ––––––––––	– ––––––––––
At 31 March	– ––––––––––	0.2 ––––––––––	0.5 –––––––––– –––––––
	31 March 2011 CDN \$m –––––––––	31 March 2012 CDN \$m –––––––––	31 March 2013 CDN \$m –––––––––
The ageing of trade receivables that were past due but not impaired was as follows:
Overdue by less than 30 days	4.8	10.2	12.8
Overdue by between 31 and 90 days	2.7	4.9	3.4
Overdue by more than 90 days	1.6	2.6	6.1
	–––––––––– 9.1 ––––––––––	–––––––––– 17.7 ––––––––––	–––––––––– 22.3 –––––––––– –––––––

13. Construction contracts

	31 March 2011 CDN \$m ––––––––––	31 March 2012 CDN \$m ––––––––––	31 March 2013 CDN \$m ––––––––––
Construction contracts in progress at the balance sheet date: Aggregate amount of costs incurred and recognised profits
(less recognised losses) to date	49.3	47.2	45.1
Retentions withheld by customers	6.7	7.9	10.5
Advances received	2.0	4.4	3.1

Construction contract revenue recognised in the year in accordance with IAS 11 totalled CDN \$187.5m (2012: CDN \$143.9m, 2011: CDN \$97.8m).

14. Trade and other payables

	31 March	31 March	31 March
	2011	2012	2013
	CDN \$m	CDN \$m	CDN \$m
	––––––––––	––––––––––	––––––––––
Trade payables	7.9	22.0	17.1
Other payables	2.4	4.5	3.1
	––––––––––	––––––––––	––––––––––
	10.3	26.5	20.2
	––––––––––	––––––––––	–––––––––– ––––

Other payables includes contract accruals and advance billings.

15. Finance lease obligations

Finance lease liabilities are payable as follows:

	Future minimum lease payments 31 March 2013 CDN \$m ––––––––––	Interest 31 March 2013 CDN \$m ––––––––––	Present value of minimum lease payments 31 March 2013 CDN \$m ––––––––––
Less than one year	1.6	(0.3)	1.3
Between one and five years	5.0	(0.4)	4.6
	––––––––––	––––––––––	––––––––––
	6.6	(0.7)	5.9
	––––––––––	––––––––––	–––––––––– ––––

The average effective interest rate on finance leases is 7.8%.

16. Financial instruments

Exposure to credit and currency risk arises in the normal course of business.

(a) Credit risk

The principal financial assets are trade and other receivables. This represents the maximum exposure to credit risk in relation to financial assets. North American Piling has procedures to manage counterparty risk and the assessment of customer credit risk is embedded in the contract tendering processes. The ageing of trade receivables that were past due but not impaired is shown in note 12.

(b) Currency risk

North American Piling has limited transactions in or net assets held in currencies other than Canadian dollars.

The fair values of the financial assets and liabilities are not materially different from their carrying values.

17. Related party transactions

During the year North American Piling undertook various contracts with a total value of CDN\$ 29.4m (2012: CDN\$ 12.6m, 2011: CDN\$ 7.6m) for NAEP. An amount of CDN\$ nil (2012: CDN\$ nil, 2011: CDN\$ nil) is included in trade and other receivables in respect of amounts outstanding at the balance sheet date.

Related party transactions were made on an arms-length basis.

18. Commitments

(a) Capital commitments

Capital expenditure contracted for at the end of the reporting period but not yet incurred was CDN\$ 2.4m (2012: CDN\$ nil, 2011: CDN\$ nil).

(b) Operating lease commitments

At the balance sheet date, the total commitments for future minimum lease payments under noncancellable operating leases were as follows:

	Land and buildings	31 March 2011 CDN \$m Plant, machinery and vehicles	Total	Land and buildings	31 March 2012 CDN \$m Plant, machinery and vehicles –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––	Total	Land and buildings	31 March 2013 CDN \$m Plant, machinery and vehicles	Total
Payable within one year Payable between one and	1.1	2.3	3.4	1.2	2.3	3.5	1.0	2.3	3.3
five years inclusive	3.7	8.2	11.9	3.3	5.9	9.2	3.1	3.5	6.6
Payable in over five years .	3.6	–	3.6	2.8	–	2.8	2.0	–	2.0
	8.4	10.5	18.9	7.3	–––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– 8.2 –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– –––––– ––––––	15.5	6.1	5.8	11.9

19. Contingent liabilities

North American Piling has entered into bonds in the normal course of business relating to contract tenders, advance payments, contract performance and the release of retentions. There are claims arising in the normal course of trading, which involve or may involve litigation. All amounts which are considered to become payable on account of such claims have been fully accrued in these accounts.

20. Post balance sheet events

There are no material post balance sheet events since 31 March 2013.

ACCOUNTANT'S REPORT ON HISTORICAL FINANCIAL INFORMATION

London E14 5GL United Kingdom

Tel +44 (0) 20 7311 1000 15 Canada Square Fax +44 (0) 20 7311 3311

The Directors Keller Group plc 12th Floor Capital House 25 Chapel Street London, NW1 5DH 11 June 2013

Dear Sirs

North American Piling

We report on the financial information for the years ended 31 March 2011, 2012 and 2013 of North American Piling set out on pages 23 to 39 of the Class 1 circular dated 11 June of Keller Group plc. This financial information has been prepared for inclusion in the Class 1 circular on the basis of the accounting policies set out in note 3 to the financial information. This report is required by paragraph 13.5.21R of the Listing Rules and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

The Directors of Keller Group plc are responsible for preparing the financial information on the basis of preparation set out in note 2 to the financial information.

It is our responsibility to form an opinion on the financial information and to report our opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have as a result of the inclusion of this report in the Class 1 circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Listing Rule 13.4.1R(6), consenting to its inclusion in the Class 1 circular.

Basis of opinion

We conducted our work in accordance with Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. Our work included an assessment of evidence relevant to the amounts and disclosures in the financial information. It also included an assessment of the significant estimates and judgments made by those responsible for the preparation of the financial information and whether the accounting policies are appropriate to the entity's circumstances, consistently applied and adequately disclosed.

We planned and performed our work so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial information is free from material misstatement whether caused by fraud or other irregularity or error.

Opinion on financial information

In our opinion, the financial information gives, for the purposes of the Class 1 circular dated 11 June 2013, a true and fair view of the state of affairs of North American Piling as at 31 March 2011, 2012 and 2013 and of its combined income statements, combined statements of comprehensive income, combined statements of changes in invested capital and combined statements of cash flow for the years ended 31 March 2011, 2012 and 2013 in accordance with the basis of preparation set out in note 2 and has been prepared in a form that is consistent with the accounting policies adopted in Keller Group plc's latest annual accounts.

Yours faithfully

KPMG Audit Plc

KPMG Audit Plc, a UK public limited company, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity.

Registered in England No 3110745 Registered office: 15 Canada Square, London, E14 5GL

PART VI

UNAUDITED PRO FORMA FINANCIAL INFORMATION

PRO FORMA STATEMENT OF NET ASSETS

The unaudited pro forma statement of net assets set out below has been prepared to illustrate how the Placing, the drawdown of debt facilities and the Acquisition might have affected the financial position of Keller had such transactions taken place as at 31 December 2012.

The information, which is produced for illustrative purposes only, because of its nature addresses a hypothetical situation and therefore does not represent the Enlarged Group's actual financial position or results as at 31 December 2012.

The unaudited pro forma statement of net assets has been prepared on a basis consistent with the accounting policies of Keller used in preparing the financial statements for the year ended 31 December 2012 and is compiled on the basis set out in the accompanying notes below.

	Historical		Adjustments –––––––––––––––––––––––––––––––––––––––––––––
	–––––––––––––––––––––––––––– Keller Group consolidated net assets as at 31 December 2012	North American Piling's net assets as at 31 March 2013	Placing	Drawdown of debt facilities	Acquisition	Pro forma Enlarged Group
	––––––––––– (Notes 1 and 6)	––––––––––– (Notes 2 and 6)	––––––––––– (Note 3)	––––––––––– (Note 4)	––––––––––– ––––––––––– (Note 5)	(Note 6)
	––––––––––– £ million	––––––––––– £ million	––––––––––– £ million	––––––––––– £ million	––––––––––– ––––––––––– £ million	£ million
Non-current assets Intangible assets Property, plant	––––––––––– 97.2	––––––––––– 8.4	––––––––––– –	––––––––––– –	––––––––––– ––––––––––– 93.6	199.2
and equipment	248.5	26.1	–	–	–	274.6
Deferred tax assets Other assets	9.3 14.9	– –	– –	– –	– –	9.3 14.9
	–––––––––– 369.9	–––––––––– 34.5	–––––––––– –	–––––––––– –	–––––––––– 93.6	–––––––––– 498.0
Current assets Inventories Trade and other	–––––––––– 41.3	–––––––––– 3.0	–––––––––– –	–––––––––– –	–––––––––– –	–––––––––– 44.3
receivables	347.1	34.1	–	–	–	381.2
Current tax assets Cash and	6.9	–	–	–	–	6.9
cash equivalents	57.0	–	57.6	91.9	(149.5)	57.0
	–––––––––– 452.3	–––––––––– 37.1	–––––––––– 57.6	–––––––––– 91.9	–––––––––– (149.5)	–––––––––– 489.4
Total assets	–––––––––– 822.2 ––––––––––	–––––––––– 71.6 ––––––––––	–––––––––– 57.6 ––––––––––	–––––––––– 91.9 ––––––––––	–––––––––– (55.9) ––––––––––	–––––––––– 987.4 ––––––––––
Current liabilities Loans and borrowings Current tax liabilities	(3.5) (11.2)	(0.8) –	– –	– –	– –	(4.3) (11.2)
Trade and other payables Provisions	(290.8) (8.1)	(12.8) –	– –	– –	– –	(303.6) (8.1)
	–––––––––– (313.6) ––––––––––	–––––––––– (13.6) ––––––––––	–––––––––– – ––––––––––	–––––––––– – ––––––––––	–––––––––– – ––––––––––	–––––––––– (327.2) ––––––––––

	Historical		Adjustments		––––––––––––––––––––––––––––––––––––––––––––
	–––––––––––––––––––––––––––– Keller Group consolidated net assets as at 31 December 2012 –––––––––––	North American Piling's net assets as at 31 March 2013 –––––––––––	Placing –––––––––––	Drawdown of debt facilities –––––––––––	Acquisition ––––––––––– –––––––––––	Pro forma Enlarged Group
	(Notes 1 and 6) –––––––––––	(Notes 2 and 6) –––––––––––	(Note 3) –––––––––––	(Note 4) –––––––––––	(Note 5) ––––––––––– –––––––––––	(Note 6)
	£ million –––––––––––	£ million –––––––––––	£ million –––––––––––	£ million –––––––––––	£ million ––––––––––– –––––––––––	£ million
Non-current liabilities Loans and borrowings Retirement benefit	(104.7)	(2.9)	–	(91.9)	–	(199.5)
liabilities	(18.2)	–	–	–	–	(18.2)
Deferred tax liabilities	(18.5)	(4.7)	–	–	–	(23.2)
Provisions	(4.4)	–	–	–	–	(4.4)
Other liabilities	(27.1) ––––––––––	– ––––––––––	– ––––––––––	– ––––––––––	– ––––––––––	(27.1) ––––––––––
	(172.9) ––––––––––	(7.6) ––––––––––	– ––––––––––	(91.9) ––––––––––	– ––––––––––	(272.4) ––––––––––
Total liabilities	(486.5) ––––––––––	(21.2) ––––––––––	– ––––––––––	(91.9) ––––––––––	– ––––––––––	(599.6) ––––––––––
Net assets	335.7 ––––––––––	50.4 ––––––––––	57.6 ––––––––––	– ––––––––––	(55.9) ––––––––––	387.8 ––––––––––

Notes:

(1) The consolidated net assets of the Group have been extracted, without material adjustment, from the consolidated audited financial statements of the Group for the year ended 31 December 2012 which were prepared in accordance with IFRS.

(2) The net assets of North American Piling have been extracted, without material adjustment, from the financial information contained in Part V (Historical financial information relating to North American Piling) of this document, translated into Sterling at a rate of £1: CDN\$1.58.

(3) Adjustment reflects the net Placing proceeds of £57.6 million (gross proceeds of £58.7 million less expenses of £1.2 million).

(4) Adjustments reflect the drawdown of a portion of the facilities available under the existing bank facilities and the New Bank Facility Agreement inclusive of banking fees.

(5) The adjustment of £149.5 million to cash is based on the assumption that North American Piling is acquired for an initial cash consideration of £144.0 million (CDN\$227.5 million), plus estimated acquisition expenses of £5.5 million. IFRS 3 (revised) requires that acquisition expenses are written off in the income statement and therefore the amount of goodwill recognised has been calculated as the difference between gross cash consideration of £144.0 million and the net assets acquired of £50.4 million. The acquisition accounting adjustments do not reflect any fair value adjustments which may ultimately be required since these cannot be accurately determined as at the date of this document. In addition, the excess of consideration over the net book value of North American Piling's net assets has not yet been allocated between goodwill and other identifiable intangible assets. Any estimate of the potential deferred contingent consideration payable of up to CDN\$92.5 million (£58.5 million) is not included in the above proforma but will increase the value of goodwill. The Company's annual report and accounts for the year ending 31 December 2013 will include updated estimates for these amounts.

(6) No adjustment has been made to reflect the trading results of the Group since 31 December 2012 or North American Piling since 31 March 2013.

ACCOUNTANT'S REPORT ON PRO FORMA FINANCIAL INFORMATION

London E14 5GL United Kingdom

Tel +44 (0) 20 7311 1000 15 Canada Square Fax +44 (0) 20 7311 3311

The Directors Keller Group plc 12th Floor Capital House 25 Chapel Street London NW1 5DH

11 June 2013

Dear Sirs

Keller Group plc

We report on the pro forma financial information (the 'Pro forma financial information') set out in Part VI (Unaudited pro forma financial information) of the Class 1 circular dated 11 June 2013, which has been prepared on the basis described in the notes to such Pro forma financial information, for illustrative purposes only, to provide information about how the proposed acquisition of North American Piling, the Placing and the drawdown of some of the available funds under the New Bank Facility Agreement and existing bank facilities might have affected the financial information presented on the basis of the accounting policies adopted by Keller Group plc in preparing the financial statements for the period ended 31 December 2012. This report is required by paragraph 13.3.3R of the Listing Rules of the Financial Conduct Authority and is given for the purpose of complying with that paragraph and for no other purpose.

Responsibilities

It is the responsibility of the directors of Keller Group plc to prepare the Pro forma financial information in accordance with paragraph 13.3.3R of the Listing Rules of the Financial Conduct Authority.

It is our responsibility to form an opinion, as required by paragraph 7 of Annex II of the Prospectus Directive Regulation, as to the proper compilation of the Pro forma financial information and to report that opinion to you.

In providing this opinion we are not updating or refreshing any reports or opinions previously made by us on any financial information used in the compilation of the Pro forma financial information, nor do we accept responsibility for such reports or opinions beyond that owed to those to whom those reports or opinions were addressed by us at the dates of their issue.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed and which we may have as a result of the inclusion of this report in the Class 1 circular, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any other person for any loss suffered by any such other person as a result of, arising out of, or in connection with this report or our statement, required by and given solely for the purposes of complying with Listing Rule 13.4.1R(6) consenting to its inclusion in the Class 1 circular.

Basis of opinion

We conducted our work in accordance with the Standards for Investment Reporting issued by the Auditing Practices Board in the United Kingdom. The work that we performed for the purpose of making this report, which involved no independent examination of any of the underlying financial information, consisted primarily of comparing the unadjusted financial information with the source documents, considering the evidence supporting the adjustments and discussing the Pro forma financial information with the directors of Keller Group plc.

KPMG Audit Plc, a UK public limited company, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative, a Swiss entity.

Registered in England No 3110745 Registered office: 15 Canada Square, London, E14 5GL We planned and performed our work so as to obtain the information and explanations we considered necessary in order to provide us with reasonable assurance that the Pro forma financial information has been properly compiled on the basis stated and that such basis is consistent with the accounting policies of Keller Group plc.

Our work has not been carried out in accordance with auditing or other standards and practices generally accepted in the United States of America or other jurisdictions and accordingly should not be relied upon as if it had been carried out in accordance with those standards and practices.

Opinion

In our opinion:

the Pro forma financial information has been properly compiled on the basis stated; and
such basis is consistent with the accounting policies of Keller Group plc.

Yours faithfully

KPMG Audit Plc

PART VII

ADDITIONAL INFORMATION

1. Responsibility

The Company and its Directors (whose names appear on page 3 of this document) accept responsibility for the information contained in this document. To the best of the knowledge and belief of the Company and its Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

2. Share capital

As at the date of this document, the Company has 66,499,735 Ordinary Shares in issue and following Admission of the Placing Shares, the Company will have 73,099,735 Ordinary Shares in issue. As at 10 June 2013, being the latest business day prior to the date of publication of this document, the number of Ordinary Shares held by the Company as treasury shares was 2,162,527. No Ordinary Shares have been issued other than fully paid.

3. Directors

3.1 Directors' service contracts and letters of appointment and remuneration

Executive Directors' service contracts

The Executive Directors have service contracts with the Company on the following terms:

Name ––––––––––––––––	Date of service contract ––––––––––––––––––––	Basic salary (£) (per annum) from 1 January 2013 –––––––––––––
Justin Atkinson	6 March 2003	445,900
James Hind	16 May 2003	320,800
Wolfgang Sondermann1	12 February 1998	340,4922

Notes:

¹ Wolfgang Sondermann's service contract is with Keller Holding GmbH and was modified by memoranda of employment dated 5 March 2004 and 20 December 2011.
2 Converted to Sterling at a rate of £1.00 = €1.23.

In addition to their basic salaries, each of the Executive Directors participates in an annual bonus arrangement, a fully expensed car or car allowance, membership of a disability and long term sickness scheme, medical and healthcare arrangements (for themselves and their spouses and dependants), term life assurance and membership of a pension scheme or equivalent arrangement.

Each service contract may be terminated by a minimum of 12 months' written notice given by either the Executive Director or the Company. The Company may, in its absolute discretion at any time after written notice has been given by either party, lawfully terminate the service contract of an Executive Director by paying to the relevant Executive Director an amount equal to his basic salary entitlement for the unexpired period of notice together with such further amount as is equal to fair value of any other benefits to which the Executive Director is contractually entitled (but excluding any entitlement to bonus in respect of any period after the date of termination) during such unexpired period of notice (subject to a deduction at source of income tax and national insurance contributions).

Non-executive Directors' letters of appointment

The Chairman and each of the other Non-executive Directors have letters of appointment with the Company on the following terms:

Name ––––––––––––––––	Effective date of letter of appointment –––––––––––––––––––––	Fees (£) (per annum) from 1 January 2013 –––––––––––––
Roy Franklin	1 August 2009	155,000
Ruth Cairnie	8 April 2010	51,000
Chris Girling	11 February 2011	51,000
David Savage	1 August 2011	51,000
Paul Withers	17 December 2012	51,000

All Non-executive Director appointments are for an initial three-year period, and thereafter are subject to review by the Nomination Committee, unless terminated by either party on three months' notice. There are no provisions for compensation payable in the event of early termination.

Emoluments

Details of the emoluments due to the Directors including their salary and/or fees, bonus, pension and other benefits (other than share options, details of which are set out in paragraph 4.3 of this Part VII (Additional Information)) for the year to 31 December 2012 are shown below:

	Salaries & fees £'000 ––––––––	Bonuses £'000 ––––––––	Other benefits £'000 ––––––––	Total 2012 £'000 ––––––––	2012 Pension £'000 ––––––––
Roy Franklin	150	–	–	150	–
Justin Atkinson	433	372	16	821	2301
James Hind	311	277	13	601	562
Wolfgang Sondermann3	328	266	12	606	584
Ruth Cairnie	47	–	–	47	–
Chris Girling	49	–	–	49	–
David Savage	49	–	–	49	–
Paul Withers	2	–	–	2	–
Total	––––––––– 1,369 –––––––––	––––––––– 915 –––––––––	––––––––– 41 –––––––––	––––––––– 2,325 –––––––––	––––––––– 344 –––––––––

Notes:

¹ The pension contribution relates to (i) a salary supplement in lieu of a Company pension contribution of £130,000 following the closure of the scheme to future benefit accrual in 2006; and (ii) the increase in Mr Atkinson's accrued pension during the year multiplied by 20, totalling £100,000.
² The pension contribution includes £19,000 paid in 2012 as a salary supplement.
³ Wolfgang Sondermann is paid in Euros.
⁴ The pension contribution relates to (i) a defined contribution scheme pension contribution of £55,000 and (ii) the increase in Dr Sondermann's accrued pension during the year under a defined benefit plan, multiplied by 20, totalling £3,000.

4. Directors' and other significant interests

4.1 As at 10 June 2013 (being the latest business day prior to publication of this document), the interests (all of which are beneficial unless otherwise stated) of the Directors (as well as their immediate families) in the share capital of Keller or (so far as is known or could with reasonable due diligence be ascertained by the relevant Director) interests of a person connected (within the meaning of section 252 of the 2006 Act) with a Director and the existence of which was known to or could, with reasonable diligence, be ascertained by the Directors:

Director –––––––––––––––––––––––––––––––––––––	Number of Ordinary Shares ––––––––––	Percentage of existing issued share capital ––––––––––––
Roy Franklin1	6,000	0.01
Justin Atkinson2	202,693	0.30
James Hind	67,434	0.10
Wolfgang Sondermann	90,000	0.13
Ruth Cairnie3	6,000	0.01
Chris Girling	3,000	0.00
David Savage	–	–
Paul Withers4	10,000	0.01

Notes:

¹ Registered in the name of Roy Franklin's spouse, Rosalyn Franklin.
² Registered in the name of Justin Atkinson's spouse, Gillian Atkinson.
³ Registered in the name of Equiniti Investment Account, a nominee account.
⁴ Registered in the name of HSBC Client Holdings Nominee, a nominee account.
4.2 Save as disclosed in this paragraph 4, none of the Directors has any interest (beneficial or non beneficial) in the share capital of the Company or any of its subsidiaries.
4.3 As at 10 June 2013 (being the latest business day prior to publication of this document), the following Directors had awards under the Performance Share Plan, which had not been exercised. The number of Ordinary Shares over which awards were held is:

Optionholder –––––––––––––––––––––––––––––––	Date of grant/award –––––––––––	No of Ordinary Shares ––––––––––	Price per exercise (pence) –––––––––––	Date from which exercisable –––––––––––	Expiry date ––––––––––
Justin Atkinson	03/03/2011	67,936	100.0	03/03/2014	02/09/2014
	01/03/2012	102,340	100.0	01/03/2015	31/08/2015
James Hind	03/03/2011	48,879	100.0	03/03/2014	02/09/2014
	01/03/2012	73,641	100.0	01/03/2015	31/08/2015
Wolfgang Sondermann	03/03/2011	55,041	100.0	03/03/2014	02/09/2014
	01/03/2012	82,907	100.0	01/03/2015	31/08/2015

4.4 As at 10 June 2013 (being the latest business day prior to publication of this document) and so far as is known to the Company by virtue of the notifications made pursuant to the 2006 Act and/or Chapter 5 of the Disclosure and Transparency Rules, the name of each person (other than a Director) who directly or indirectly, is interested in three per cent. or more of the voting rights in the Company, and the amount of such person's interest, is as follows:

Shareholder –––––––––––––––––––––––––––––––––––––	Number of Ordinary Shares ––––––––––	Percentage of voting rights ––––––––––––
Blackrock Inc1	6,139,283	9.54
Franklin Resources Inc.	3,408,196	5.30
Baillie Gifford & Co	3,251,556	5.05
Schroders plc	3,148,747	4.89
Legal & General Group plc	2,524,957	3.92

Notes:

¹ Including financial instruments with similar economic effect to qualifying financial instruments.

4.5 The Company is not aware of any person who either as at the date of this document or immediately following Admission exercises, or could exercise, directly or indirectly, jointly or severally, control over the Company nor is it aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.
4.6 None of the major Shareholders of the Company set out above has different voting rights from any other holder of Ordinary Shares in respect of any Ordinary Shares held by them.

5. Material contracts

5.1 Keller

The following contracts (not being contracts entered into in the ordinary course of business) have been entered into by the Company or a member of the Group (a) in the two years immediately preceding the date of this document and are, or may be, material or (b) contain provisions under which any member of the Group has any obligation or entitlement which is material to the Group as at the date of this document:

5.1.1 Sponsor and Placing Agreement

Keller, Investec and Jefferies entered into the Sponsor and Placing Agreement dated 11 June 2013 pursuant to which Investec and Jefferies agreed, subject to certain conditions, to use their reasonable endeavours to procure subscribers for the Placing Shares, failing which Investec and Jefferies agreed to subscribe for such shares at the Placing Price.

Under the Sponsor and Placing Agreement, Keller also appointed Jefferies and Investec as joint sponsors in connection with the Acquisition.

Keller agreed to pay to Jefferies and Investec for their services in connection with the Placing a commission of 2 per cent. of the aggregate value of the Placing Shares at the Placing Price to be divided between Jefferies and Investec in the agreed proportions, being 50 per cent. each and to reimburse certain fees and expenses incurred by Jefferies and Investec in connection with the Placing.

In addition to the payment of fees and commissions, Keller agreed to pay all other costs, charges, fees and expenses of, or incidental to, the Placing, the allotment and issue of the Placing Shares, Admission and the Sponsor and Placing Agreement. These include (but are not limited to) the fees of the FCA and the London Stock Exchange, printing and advertising costs, postage, registrars' charges, its own and Investec and Jefferies' legal counsel and other out-of-pocket expenses, all stamp duty and stamp duty reserve tax and other duties and value added tax on the fees, commissions, costs and expenses payable in connection with the Placing.

The obligations of Investec and Jefferies under the Sponsor and Placing Agreement are conditional on, inter alia:

(a) subject to prior satisfaction or waiver of the other conditions prescribed in the Sponsor and Placing Agreement, Admission occurring not later than 8.00 a.m. on 14 June 2013, or such later time and/or date as Investec and Jefferies may agree with Keller in writing; and
(b) none of the warranties on the part of Keller contained in the Sponsor and Placing Agreement being or becoming untrue, inaccurate or misleading in any respect on and as of the date of the Sponsor and Placing Agreement and immediately before Admission.

The Sponsor and Placing Agreement conferred on Investec and Jefferies the right to terminate the Sponsor and Placing Agreement prior to Admission upon the occurrence of certain events, including:

(a) any matter or circumstance arising prior to Admission as a result of which it is reasonable to expect that any of the conditions in the Sponsor and Placing Agreement will not be satisfied by the required time(s) (if any) and continue not to be satisfied at Admission; and/or
(b) other events occurring prior to Admission, including certain material adverse changes relating to the Keller Group and certain events relating to material disruption in settlement, payment or clearance services or economic or political events.

The Sponsor and Placing Agreement also contains certain customary representations and warranties by Keller as to the accuracy of the information contained in this document and certain other documents prepared in connection with the Placing, and in relation to other matters relating to the Keller Group and its business, and an indemnity from Keller in favour of Investec and Jefferies and their related persons.

5.1.2 Subscription Deed and Option Deed

In connection with the Placing, the Company, JerseyCo Subscriber and JerseyCo have entered into (i) the Subscription Deed; and (ii) the Option Deed, each dated 11 June 2013, in respect of the subscription and transfer of ordinary shares and redeemable preference shares in JerseyCo. Under the terms of these deeds:

(a) the Company and JerseyCo Subscriber agreed to subscribe for ordinary shares in JerseyCo and enter into put and call options in respect of the ordinary shares subscribed for by JerseyCo Subscriber that are exercisable if the Placing does not proceed;
(b) JerseyCo Subscriber will apply monies received from placees under the Placing to subscribe for redeemable preferences shares in JerseyCo to an aggregate value equal to amounts payable in respect of the Placing Shares acquired by the placees (after deducting relevant commissions and/or expenses); and
(c) the Company will allot and issue the Placing Shares to the placees in consideration of JerseyCo Subscriber transferring its holding of ordinary shares and redeemable preference shares in JerseyCo to the Company.

Accordingly, instead of receiving cash as consideration for the issue of the Placing Shares, at the conclusion of the Placing, the Company will own the entire issued share capital of JerseyCo whose only assets will be its cash reserves, which will represent an amount equivalent to the net proceeds of the Placing. The Company will be able to utilise this amount equivalent to the net Placing proceeds by exercising its right of redemption over the redeemable preference shares it holds in JerseyCo and, during any interim period prior to such redemption, by procuring that JerseyCo lends the amount to the Company, the Purchaser (or one of the Company's subsidiaries).

Placees are not party to the arrangements pursuant to the Subscription Deed or the Option Deed and so will not acquire any direct right against JerseyCo Subscriber pursuant to these arrangements. The Company will be responsible for enforcing JerseyCo Subscriber's obligations thereunder.

5.1.3 Facility agreement in respect of the New Bank Facility Agreement

On 10 June 2013, the Company entered into the New Bank Facility Agreement between, (1) the Company, (2) the Company and certain subsidiaries named therein as original borrowers, (3) the Company and certain subsidiaries named therein as original guarantors, (4) Lloyds TSB Bank plc, The Royal Bank of Scotland plc, Wells Fargo Bank, N.A., London Branch and HSBC Bank plc as joint mandated lead arrangers, (5) Lloyds TSB Bank plc as coordinating bank and as agent and (6) Lloyds TSB Bank plc, The Royal Bank of Scotland plc, Wells Fargo Bank, N.A., London Branch and HSBC Bank plc as original lenders, under which the lenders agreed to make available a revolving credit facility up to an aggregate sum of US\$150 million.

Under the New Bank Facility Agreement, the revolving credit facility to be drawn in US dollars (or such other currency as is permitted under the New Bank Facility Agreement) will be made available by the lenders for utilisation by the Company and certain of its subsidiaries for a period beginning on the date of Completion and ending on the date falling one month prior to the date four years following Completion.

The facility under the New Bank Facility Agreement is available for drawing by each Borrower following satisfaction of certain conditions precedent customary for a facility of this nature, including:

(a) delivery of a copy of the executed Acquisition Agreement together with certification by the Company that there have been no material amendments made to the Acquisition Agreement since the last draft delivered to the finance parties;
(b) the Company confirming the amount of new equity being raised; and
(c) evidence that all fees have been or will be paid when due.

The borrowings made under the New Bank Facility Agreement may be used towards the general corporate purposes of the Company and its subsidiaries including, for the avoidance of doubt, toward financing the Acquisition. Subject to the terms of the New Bank Facility Agreement, a lender may provide an ancillary facility on a bilateral basis to a borrower in place of all or part of that lender's revolving credit commitment. Except as provided under the New Bank Facility Agreement, the terms of the ancillary facility will be those agreed between the ancillary lender and the Company.

The New Bank Facility Agreement includes a period of up to three months (or such later date which the majority of lenders under the New Bank Facility Agreement may agree) (the "Certain Funds Period") from signing during which time the facility cannot be cancelled by the lenders and financing for the Acquisition must proceed unless certain pre-agreed major events of default occur in relation to the Group. There is no Certain Funds Period in relation to drawings made for purposes that are not financing the Acquisition.

Under the New Bank Facility Agreement, the Company undertakes to ensure compliance with certain financial covenants in relation to (i) debt cover (ratio of consolidated net borrowings to consolidated EBITDA (as defined in the New Bank Facility Agreement)); (ii) interest cover (ratio of consolidated EBITDA to consolidated net interest expense (as defined in the New Bank Facility Agreement)); (iii) a minimum level of consolidated net worth (as defined in the New Bank Facility Agreement); and (iv) a minimum level of EBITA (as defined in the New Bank Facility Agreement).

The New Bank Facility Agreement contains customary representations and warranties, affirmative and negative covenants (including but not limited to covenants on disposals, acquisitions, security and financial indebtedness), cross guarantees and indemnities and events of default, with certain qualifications, carve-outs and materiality thresholds.

The New Bank Facility Agreement is unsecured.

5.1.4 Acquisition Agreement and Transitional Services Agreement Details of the Acquisition Agreement and Transitional Services Agreement are set out in Part III (Summary of principal terms of the Acquisition).

5.1.5 Geo Foundations acquisition agreement

On 1 January 2013, Hayward Baker Canada Ltd., a member of the Group, entered into an acquisition agreement to acquire Geo Foundations. The agreement provided for an initial cash consideration of CDN\$9.2 million (£5.8 million), including approximately CDN\$0.6 million (£0.38 million) of acquired net debt. In addition, the agreement provided for deferred consideration of up to CDN\$8.0 million (£5.1 million) to be paid subject to Geo Foundations' profitability in the five-year period from January 2013.

The agreement contains various representations and warranties given by the sellers in favour of the purchaser which are in part secured by way of an escrow account arrangement. An indemnity in favour of the purchaser is limited to the total purchase price. Certain individuals have entered into employment contracts with non-compete obligations which will end on the later of 21 December 2020 and the termination of their employment.

5.1.6 Existing Facility Agreement

On 16 December 2010, the Company entered into the Existing Facility Agreement between (1) the Company, (2) the Company and certain subsidiaries named therein as original borrowers, (3) the Company and certain subsidiaries named therein as original guarantors, (4) Lloyds TSB Bank plc, The Royal Bank of Scotland plc, Wells Fargo Bank, N.A., London Branch and Clydesdale Bank PLC (trading as Yorkshire Bank) as joint mandated lead arrangers, (5) Lloyds TSB Bank plc as coordinating bank and as agent and (6) Lloyds TSB Bank plc, The Royal Bank of Scotland plc, Wells Fargo Bank, N.A., London Branch and Clydesdale Bank plc (trading as Yorkshire Bank) as original lenders, under which the lenders agreed to make available a revolving credit facility up to an aggregate sum of £170 million.

Under the Existing Facility Agreement, the revolving credit facility to be drawn in Sterling (or such other currency as is permitted under the Existing Facility Agreement) has been made available by the lenders for utilisation by the Company and certain of its subsidiaries up to and including 15 April 2015.

The borrowings made under the Existing Facility Agreement may be used towards the general corporate purposes of the Company and its subsidiaries. Subject to the terms of the Existing Facility Agreement, a lender may provide an ancillary facility on a bilateral basis to a borrower in place of all or part of that lender's revolving credit commitment. Except as provided under the Existing Facility Agreement, the terms of the ancillary facility will be those agreed between the ancillary lender and the Company.

Under the Existing Facility Agreement, the Company undertakes to ensure compliance with certain financial covenants in relation to (i) debt cover (ratio of consolidated net borrowings to consolidated EBITDA (as defined in the Existing Facility Agreement)); (ii) interest cover (ratio of consolidated EBITDA to consolidated net interest expense (as defined in the Existing Facility Agreement)); (iii) a minimum level of consolidated net worth (as defined in the Existing Facility Agreement); and (iv) a minimum level of EBITA (as defined in the Existing Facility Agreement).

The Existing Facility Agreement contains customary representations and warranties, affirmative and negative covenants (including but not limited to covenants on disposals, acquisitions, security and financial indebtedness), cross guarantees, indemnities and events of default, with certain qualifications, carve-outs and materiality thresholds.

The facility under the Existing Facility Agreement is unsecured.

5.1.7 Note purchase agreements
(i) 2004 note purchase agreement

A note purchase agreement dated 14 October 2004 was entered into between Keller and the Note Purchasers in relation to the issue by the Company of (a) US\$30 million aggregate principal amount of the Company's 5.05 per cent. Series A Guaranteed Senior Unsecured Notes due 14 October 2011, (the "Series A Notes") and (b) US\$70 million aggregate principal amount of the Company's 5.48 per cent. Series B Guaranteed Senior Unsecured Notes due 14 October 2014. The Series A Notes were repaid to the note holders in October 2011.

(ii) 2011 private shelf agreement

A note purchase agreement dated 12 August 2011 was entered into between Keller and Prudential Investment Management, Inc. in relation to the issue by the Company of up to US\$110 million aggregate principal amount of the Company's senior promissory notes (the "Shelf Notes") to mature no more than 10 years after the date of original issuance thereof, and to bear interest on the unpaid balance thereof at the rate per annum set out in the Shelf Note. On 10 August 2012, Keller issued 5.00 per cent. Shelf Notes due 10 August 2018 in an aggregate principal amount of US\$40 million to Prudential Affiliates under the 2011 Private Shelf Agreement.

5.2 North American Piling

There are no contracts, other than contracts entered into in the ordinary course of business, which have been entered into by a member of North American Piling (a) in the two years immediately preceding the date of this document and are, or may be material or (b) contain provisions under which North American Piling has any obligation or entitlement which is material to North American Piling as at the date of this document.

6. Litigation

Keller

6.1 There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) which may have, or have had during the 12 months prior to the date of this document, a significant effect on the Company and/or the financial position or profitability of the Group.

North American Piling

6.2 There are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which North American Piling has informed the Directors) which may have, or have had during the 12 months prior to the date of this document, a significant effect on North American Piling and/or the financial position or profitability of North American Piling.

7. Working capital

The Company is of the opinion that the Enlarged Group, taking into account its available bank facilities and the net proceeds of the Placing, has sufficient working capital for its present requirements, that is, for at least the next 12 months from the date of this document.

8. No significant change

Keller

8.1 There has been no significant change in the financial or trading position of the Group since 31 December 2012, being the date of the Company's last audited financial statements.

North American Piling

8.2 There has been no significant change in the financial or trading position of North American Piling since 31 March 2013, being the date to which North American Piling's latest financial information set out in Part V (Historical financial information relating to North American Piling) was prepared.

9. Related party transactions

9.1 Save as set out in the audited consolidated financial statements of the Group for the financial years ended 31 December 2010, 2011 and 2012, there have been no related party transactions during the financial years ended 31 December 2010, 2011 and 2012.
9.2 On 15 April 2013, Keller acquired full control of its Spanish subsidiary Keller-Terra S.L., with the purchase from GTCEISU Construcción, S.A. of the remaining 49 per cent. of the issued share capital not previously owned by the Group. As this was classed as a smaller related party transaction (under Listing Rule 11.1.10R(1)), details of the transaction will be included in the next published annual accounts of Keller.
9.3 Save for the above, the Company confirms that there have been no related party transactions entered into by the Group in the period between 31 December 2012 and 10 June 2013 (being the latest business day prior to publication of this document).

10. Miscellaneous

10.1 Investec has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of references to its name in the form and context in which they appear.
10.2 Jefferies has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of references to its name in the form and context in which they appear.
10.3 KPMG has given and has not withdrawn its written consent to the issue of this document with the inclusion herein of references to its name in the form and context in which they appear.

11. Documents available for inspection

Copies of the following documents will be available for inspection during normal business hours on any weekday (Saturday, Sundays and public holidays excepted) at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE until Completion and will also be available for inspection at the General Meeting for at least 15 minutes prior to and during the meeting:

(a) the Articles of Association;
(b) the Directors' service contracts and letters of appointment referred to in paragraph 3 above;
(c) the letters of consent referred to in paragraphs 10.1, 10.2 and 10.3 above;
(d) this document;
(e) the Acquisition Agreement.

Dated: 11 June 2013

PART VIII

DEFINITIONS

The following definitions apply throughout this document, unless the context requires otherwise:

"1985 Act"	the Companies Act 1985, as amended and for the time being in force;
"2006 Act"	the Companies Act 2006, as amended and for the time being in force;
"Accountant's Report"	the accountant's report on North American Piling set out in Part V (Historical financial information relating to North American Piling) of this document;
"Acquisition"	the proposed acquisition by the Purchaser, of North American Piling pursuant to the Acquisition Agreement;
"Acquisition Agreement"	the conditional business sale and purchase agreement dated 11 June 2013 between (1) the Company, (2) the Purchaser and (3) NAEP regarding the sale and purchase of North American Piling;
"Admission"	the admission of the Placing Shares to the Official List becoming effective in accordance with the Listing Rules and the admission of such shares to trading on the main market of the London Stock Exchange for listed securities becoming effective in accordance with the Admission and Disclosure Standards;
"Admission and Disclosure Standards"	the Admission and Disclosure Standards of the London Stock Exchange containing, among other things, the admission requirements to be observed by companies seeking admission to trading on the main market of the London Stock Exchange for listed securities;
"Articles of Association" or "Articles"	the articles of association of the Company;
"Board"	the board of directors of the Company;
"business day"	any day (other than a Saturday or Sunday or public holiday in England and Wales) on which banks are generally open in London for the transaction of normal banking business;
"Canadian Competition Act"	the Competition Act under the federal laws of Canada, as amended and for
	the time being in force;
"Canadian Competition Act Clearance"	either: (a) the Commissioner of Competition or his designee issuing an advance ruling certificate under section 102(1) of the Canadian Competition Act, or (b)(i) the statutory waiting period prescribed under section 123 of the Competition Act having expired or having been terminated in accordance with that section, or the obligation to submit a notification having been waived pursuant to section 113(c) of the Canadian Competition Act, and (ii) the Commissioner of Competition or his designee having issued a letter to Keller confirming that the Commissioner of Competition does not, at such time, intend to bring an application to the Competition Tribunal under section 92 of the Canadian Competition Act;
"CDN\$"	Canadian dollars;
"certificated" or "in certificated form"	where a share or other security is not in uncertificated form;
"CFA Piles"	Continuous Flight Auger Piles;
"Chairman"	Roy Franklin;
"Company" or "Keller"	Keller Group plc;

"Completion"	completion of the Acquisition in accordance with the terms of the Acquisition Agreement;
"Conditions"	the Conditions to Completion under the Acquisition Agreement including, inter alia, the passing of the Resolution at the General Meeting, satisfying or obtaining the Canadian Competition Act Clearance and Admission;
"CREST"	the relevant system, as defined in the CREST Regulations, for paperless settlement of share transfers and the holding of shares in uncertified form (in respect of which Euroclear UK is the operator as defined in the CREST Regulations);
"CREST Manual"	the rules governing the operation of CREST consisting of the CREST Reference Manual, the CREST International Manual, the CREST Central Counterparty Service Manual, the CREST Rules, the Registrars Service Standards, the Settlement Discipline Rules, the CCSS Operations Manual, the Daily Timetable, the CREST Application Procedure and the CREST Glossary of Terms (all as defined in the CREST Glossary of Terms promulgated by Euroclear UK on 15 July 1996 and as amended since);
"CREST member"	a person who has been admitted to Euroclear UK as a system member (as defined in the CREST Regulations);
"CREST participant"	a person who is, in relation to CREST, a system participant (as defined in the CREST Regulations);
"CREST Proxy Instruction"	means a properly authenticated CREST message appointing and instructing a proxy to attend and vote in place of a Shareholder at the General Meeting and containing the information requested to be contained in the CREST Manual;
"CREST Regulations" or "Regulations"	the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended;
"CREST sponsor"	a CREST participant admitted to CREST as a CREST sponsor;
"CREST sponsored member"	a CREST member admitted to CREST as a sponsored member;
"Cyntech"	Cyntech Corporation, a company incorporated under the laws of Canada;
"Directors	the current directors of the Company whose names are set out on page 3 of this document;
"Disclosure and Transparency Rules" or "DTR"	the Disclosure and Transparency Rules made under Part VI of FSMA, as amended from time to time;
"EBITA"	earnings before interest, taxes and amortisation;
"EBITDA"	earnings before interest, taxes, depreciation and amortisation;
"Enlarged Group"	the post-Acquisition new enlarged group of Keller;
"Equiniti" or "Registrars"	Equiniti Limited;
"EU" or "European Union"	the European Union first established by the treaty made at Maastricht on 7 February 1992;
"Euroclear UK"	Euroclear UK & Ireland Limited (formerly CRESTCO Limited), the operator of CREST;
"Executive Directors"	Justin Atkinson, James Hind and Wolfgang Sondermann;
"Existing Facility Agreement"	the facility agreement dated 6 December 2010 described in paragraph 5.1.6 of Part VII (Additional Information);
"FCA" or "Financial Conduct Authority"	the United Kingdom Financial Conduct Authority;

"Form of Proxy"	the form of proxy accompanying this document for use by Shareholders in relation to the General Meeting;
"FSMA"	the Financial Services and Markets Act 2000, as amended from time to time;
"General Meeting"	the General Meeting of Keller to be held at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP on 28 June 2013 at 10.00 a.m., notice of which is set out at the end of this document;
"Geo-Foundations"	Geo-Foundations Contractors Inc., an indirectly wholly-owned subsidiary of the Company acquired by the Group in January 2013;
"Group" or "Keller Group"	the Company and each of its subsidiaries and subsidiary undertakings from time to time;
"IAS"	International Accounting Standards;
"IASB"	the International Accounting Standards Board;
"IFRS"	International Financial Reporting Standards as issued by the International Accounting Standards Board;
"Investec"	Investec Bank plc, a limited company incorporated under the laws of England and Wales with registered number 00489604;
"Jefferies"	Jefferies International Limited, a limited company incorporated under the laws of England and Wales with registered number 01978621;
"JerseyCo"	Drive (Jersey) Limited a limited company incorporated under the laws of Jersey with registered number 113079;
"JerseyCo Subscriber"	Jefferies;
"KPMG"	KPMG Audit Plc;
"Listing Rules"	the listing rules made by the FCA under Part VI of FSMA (as amended from time to time);
"London Stock Exchange"	the London Stock Exchange plc;
"NAEP"	North American Energy Partners, Inc.;
"New Bank Facility"	the facility available to the Company under the New Bank Facility Agreement;
"New Bank Facility Agreement"	the facility agreement dated 10 June 2013 described in paragraph 5.1.3 of Part VII (Additional Information);
"Nomination Committee"	the nomination committee established by the Board;
"Non-executive Directors"	Roy Franklin, Chris Girling, Ruth Cairnie, David Savage and Paul Withers;
"North America"	the United States of America and Canada;
"North American Piling"	means certain of the assets of North American Energy Partners, Inc. that comprise North American Energy Partners, Inc.'s broad range of piling related solutions, including: drilled piles, driven piles, helical piles and earth retention systems, as well as pipeline anchor systems and tank services, as described in more detail in Part III (Summary of principal terms of the Acquisition);
"Notice of the General Meeting"	the notice of the General Meeting which is set out at the end of this document;
"Official List"	the official list of the UK Listing Authority;

"Option Deed"	the initial subscription and option deed between the Company, JerseyCo Subscriber and JerseyCo dated 11 June 2013 as described in more detail in paragraph 5.1.2 of Part VII (Additional Information);
"Ordinary Shares"	ordinary shares of ten pence each in the capital of the Company;
"participant ID"	the identification code or membership number used in CREST to identify a particular CREST member or other CREST participant;
"Performance Share Plan"	the Keller performance share plan approved by the Shareholders on 24 June 2004, as amended from time to time;
"Placing"	the placing of the Placing Shares at the Placing Price pursuant to the Sponsor and Placing Agreement;
"Placing Price"	the issue price of 890 pence per Placing Share pursuant to the Placing;
"Placing Shares"	the 6,600,000 new Ordinary Shares to be issued at the Placing Price pursuant to the Placing;
	"PRA" or "Prudential Regulation Authority" the United Kingdom Prudential Regulation Authority;
"Purchaser"	0971408 B.C. Ltd, a newly incorporated wholly-owned subsidiary of the Company;
"Register of Members"	the Company's register of members;
"Resolution"	the ordinary resolution to be proposed at the General Meeting and set out in the Notice of the General Meeting;
"Seller" or "NAEP"	North American Energy Partners, Inc.;
"Shareholder Helpline"	the helpline set up for the Shareholders which will answer questions about this document, the General Meeting and completion of the Form of Proxy: 0871 384 2264 (from inside the United Kingdom) or +44 121 415 7047 (from outside the United Kingdom) between 8.30 a.m. and 5.30 p.m. on any Business Day;
"Shareholders"	holders of Ordinary Shares;
"Sponsor and Placing Agreement"	the sponsor and placing agreement dated 11 June 2013 between Investec, Jefferies and the Company relating to the appointment of Investec and Jefferies as joint sponsors to the Company in connection with the Acquisition and relating to the Placing, the principal terms of which are summarised in paragraph 5.1.1 of Part VII (Additional Information);
"Sterling" or "£" or "pence"	the lawful currency of the UK;
"Subscription Deed"	the subscription and transfer deed between the Company, JerseyCo Subscriber and JerseyCo dated 11 June 2013 as described in more detail in paragraph 5.1.2 of Part VII (Additional Information);
"subsidiary"	a subsidiary, as that term is defined in section 1159 of the 2006 Act;
"subsidiary undertaking"	a subsidiary undertaking, as that term is defined in section 1162 of the 2006 Act;
"Transitional Services Agreement"	the agreement as described in paragraph 3 of Part III (Summary of principal terms of Acquisition);
"UK Listing Authority" or "UKLA"	the FCA in its capacity as the competent authority for the purposes of Part VI of FSMA and in the exercise of its functions in respect of the admission to the Official List otherwise than in accordance with Part VI of FSMA;
"uncertificated" or "in uncertificated form"	recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which, by virtue of the CREST Regulations, may be transferred by means of CREST;

"United Kingdom" or "UK"	the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia; and
"US GAAP"	generally accepted accounting principles in the US.

All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.

NOTICE OF GENERAL MEETING

KELLER GROUP PLC

(Incorporated in England and Wales under the Companies Act 1985 with registered number 02442580)

NOTICE OF GENERAL MEETING

Notice is hereby given that a GENERAL MEETING of Keller Group plc (the "Company") will be held at 10.00 a.m. (London time) on 28 June 2013 at the offices of Investec Bank plc, 2 Gresham Street, London EC2V 7QP to consider and, if thought fit, pass the following resolution as an ordinary resolution.

Capitalised terms used in this Notice of General Meeting which are not defined herein shall have the meaning ascribed to them in the circular to shareholders dated 11 June 2013 of which this Notice of General Meeting forms part.

THAT the proposed acquisition of North American Piling by the Purchaser, a newly incorporated wholly-owned subsidiary of the Company, on the terms and subject to the conditions of the Acquisition Agreement (as defined and summarised in the circular to Shareholders dated 11 June 2013 of which this notice forms part (the "Circular")), be and hereby is approved, subject to such amendment, variation or waiver (provided such amendments, variations or waivers are not of a material nature) of the terms and conditions thereof as the Directors (or a committee consisting of one or more Directors which is duly constituted under the Company's Articles of Association ("Committee")), shall, in their absolute discretion, think fit and subject to the foregoing, that the Directors (or the Committee as applicable) be and are hereby authorised to take all necessary steps and to execute all documents and deeds as they may consider to be necessary, desirable or expedient to conclude, implement and give effect to the Acquisition or in connection therewith.

By order of the Board:

Jackie Holman

Secretary

11 June 2013

Registered office: 12th Floor, Capital House, 25 Chapel Street, London NW1 5DH, United Kingdom

Notes:

Record date

The right to vote at the meeting is determined by reference to the register of members. Only those Shareholders registered in the register of members of the Company as at 6.00 p.m. on 26 June 2013 (or, if the meeting is adjourned, those Shareholders registered in the register of members as at 6.00 p.m. on the date which is two working days before the date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name at that time. Changes to entries in the register of members after 6.00 p.m. on 26 June 2013 (or, in the event that the meeting is adjourned, after 6.00 p.m. on the date that is two working days before the time of any adjourned meeting) shall be disregarded in determining the rights of any person to attend or vote (and the number of votes they may cast) at the meeting.

Proxies

A Shareholder is entitled to appoint another person as his or her proxy to exercise all or any of his or her rights to attend and to speak and vote at the meeting. A proxy need not be a Shareholder.

A Shareholder may appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that Shareholder. Failure to specify the number of shares each proxy appointment relates to or specifying a number which when taken together with the numbers of shares set out in the other proxy appointments is in excess of the number of shares held by the Shareholder, may result in the proxy appointment being invalid.

A proxy may only be appointed in accordance with the procedures set out in notes 4 and 5 below and the notes to the Form of Proxy.

The appointment of a proxy will not preclude a Shareholder from attending and voting in person at the meeting.

A Form of Proxy is enclosed. When appointing more than one proxy, complete a separate proxy form in relation to each appointment. Additional proxy forms may be obtained by contacting the Company's registrars, Equiniti Limited between 8.30 a.m. and 5.30 p.m. Monday to Friday (except UK and public holidays) on 0871 384 2264 (from within the UK) and +44 121 415 7047 (from outside the UK). Calls to this number cost 8p per minute plus network charges. Calls to this number from outside the UK will be charged at the applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. Alternatively, Shareholders may photocopy the Form of Proxy indicating on each copy the name of the proxy to be appointed and the number of shares in respect of which the proxy is appointed. The total votes cast and in respect whereof abstention is recorded by a Shareholder or his duly appointed proxies may not, in aggregate,

exceed the total number of the votes exercisable by that Shareholder in respect of Ordinary Shares of which he is the holder. All Forms of Proxy should be returned together in the same envelope. Shareholders can only appoint a proxy using the procedures set out in these notes and the notes to the Form of Proxy. The right of a Shareholder under section 324 of the Companies Act 2006 ("2006 Act") to appoint a proxy does not apply to a person nominated to enjoy information rights under section 146 of the 2006 Act.

To be valid, a Form of Proxy must be completed, signed and received by post or (during normal business hours only) by hand at the offices of the Company's registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom no later than 10.00 a.m. on 26 June 2013 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting, excluding any non-working days).

As an alternative to completing the hard copy Form of Proxy, a Shareholder may wish to take advantage of Equiniti's secure online voting service which is available at www.sharevote.co.uk. For an electronic proxy appointment to be valid, the appointment must be received by Equiniti no later than 10.00 a.m. on 26 June 2013 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting, excluding any non-working days). In order to register your vote online you will need to enter your Shareholder Reference Number, Voting ID and Task ID which are given in the Form of Proxy.

CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy appointment service may do so by using the procedures described in the CREST Manual on the Euroclear UK & Ireland Limited ("Euroclear") website (www.euroclear.com/CREST). CREST personal members or other CREST sponsored members, and those CREST members who have appointed (a) voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) no later than 10.00 a.m. on 26 June 2013 (or, if the meeting is adjourned, no later than 48 hours before the time of any adjourned meeting, excluding any nonworking days). For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the Registrars are able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.

CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

The Company may treat a CREST Proxy Instruction as invalid in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

Multiple corporate representatives

A Shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual Shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not do so in relation to the same shares. It is no longer necessary to nominate a designated corporate representative.

Total voting rights

As at 10 June 2013 (being the last practicable date before the publication of this notice), the Company's issued share capital consists of 66,499,735 Ordinary Shares of 10p each, carrying one vote each. As the Company holds 2,162,527 ordinary shares in treasury, in respect of which it cannot exercise any votes, the total voting rights in the Company as at 10 June 2013 were 64,337,208.

Nominated Persons

A copy of this notice has been sent for information only to persons who have been nominated by a member to enjoy information rights under section 146 of the 2006 Act (a "Nominated Person"). The rights to appoint a proxy cannot be exercised by a Nominated Person; they can only be exercised by the member. However, a Nominated Person may have a right under an agreement between him and the member by whom he has nominated to be appointed as a proxy for the meeting or to have someone else so appointed. If a Nominated Person does not have such a right or does not wish to exercise it, he may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. It is important for any Nominated Person to remember that his main contact in terms of his investment remains as it was (for example, the registered shareholder, or perhaps custodian or broker, who administers the investment on the Nominated Person's behalf). Therefore any changes or queries relating to a Nominated Person's personal details and holding (including any administration thereof) must continue to be directed to that Nominated Person's existing contact at his investment manager or custodian. The Company cannot guarantee dealing with matters that are directed to it in error. The only exception to this is where the Company, in exercising one of its powers under the 2006 Act, writes to a Nominated Person directly for a response.

Questions at the meeting

1. Shareholders have the right to ask questions at the meeting relating to the business being dealt with at the meeting in accordance with section 319A of the 2006 Act. The Company must answer any such question unless:
8.1 to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information;
8.2 the answer has already been given on a website in the form of an answer to a question; or

8.3 it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Documents available for inspection

1. The following documents will be available for inspection during normal business hours at the registered office of the Company from the date of this notice until the time of the meeting. They will also be available for inspection at the place of the meeting from at least 15 minutes before the meeting until it ends:
9.1 copies of the articles of association of the Company;
9.2 copies of the service contracts of the executive directors and copies of the letters of appointment of the non-executive directors;
9.3 consent letters from Investec, KPMG and Jefferies;
9.4 this document; and
9.5 the Acquisition Agreement.

Website providing information about the meeting

The following information is, or will be, available on the Company's website (www.keller.co.uk), as required by section 311A of the 2006 Act; (i) the contents of this notice of the meeting; (ii) the total number of Ordinary Shares, in respect of which members are entitled to exercise voting rights at the meeting, (iii) the total voting rights that members are entitled to exercise at the meeting in respect of the Ordinary Shares; and (iv) any members' statements, members' resolution or members' matters of business received by the Company after the date of this notice.

Communications with the Company

1. Except as provided above, Shareholders who wish to communicate with the Company in relation to the meeting should do so using the following means:
11.1 calling our shareholder helpline on 0871 384 2264; calls to this number are charged at 8p per minute plus network charges. Lines are open from 8.30 a.m. to 5.30 p.m. The overseas helpline number is +44 121 415 7047; or
11.2 writing to the Company's registrars at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, United Kingdom.
1. No other methods of communication will be accepted. Any electronic communication sent by a Shareholder to the Company or Equiniti Limited which is found to contain a virus will not be accepted by the Company, but every effort will be made by the Company to inform the Shareholder of the rejected communication.

AI assistant

Keller Group PLC — AGM Information 2013

4727_rns_2013-06-12_a45b49d8-0ec4-4f31-a001-6d12d6ea5b73.pdf

KELLER GROUP PLC

Notice of General Meeting

Your attention is also drawn to the section headed "Risk Factors" set out in Part II (Risk Factors) of this document indicating the various factors that should be considered by Shareholders when considering what action to take in connection with the General Meeting.

A summary of the action to be taken by Shareholders is set out on pages 10 and 11 of this document and in the accompanying Notice of General Meeting.

TABLE OF CONTENTS

Page

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Notes:

Where to find help:

IMPORTANT INFORMATION

Presentation of financial information

International Financial Reporting Standards

No incorporation of website information

General notice

Defined terms

DIRECTORS, SECRETARY, REGISTERED OFFICE AND ADVISERS

PART I

LETTER FROM THE CHAIRMAN OF KELLER GROUP PLC

Proposed acquisition of North American Piling and Notice of General Meeting

1. Introduction

2. Summary information on North American Piling

3. Background to and reasons for the Acquisition

l bringing into the Group a market leading business, positioned in growth markets offering attractive margins;

l increasing the Group's exposure to the North American energy and resources sector, including the Alberta oil sands segment, positioning it to benefit from growing longer-term demand from this sector;

l providing the opportunity to develop broader customer relationships and secure new customers;

l expanding the Group's presence in the relatively under-developed Canadian geotechnical segment;

l delivering attractive financial metrics, including an immediate and significant enhancement in earnings per share.

4. Current trading and prospects

5. Management of the Enlarged Group

6. Key terms of the Acquisition

7. Financing of the Acquisition

8. Financial impact of the Acquisition and the Placing

9. Dividends and dividend policy

10. The Placing and the Placing Shares

11. General Meeting

12. Action to be taken

13. Further information

14. Recommendation

PART II

RISK FACTORS

A. Risks relating to the Acquisition

The Acquisition is conditional and the Conditions may not be satisfied

Keller may not be able to integrate North American Piling successfully

The Company will rely on certain key management to manage North American Piling

Limitation on warranties and representations in the Acquisition Agreement

Risks that North American Piling's results will not match the Company's expectations

B. Risks relating to Keller, North American Piling and the Enlarged Group

General volatility, economic and market cycles and the global economic downturn could adversely affect the future prospects, financial condition and results of operations of Keller, North American Piling and, following Completion, the Enlarged Group

The cyclical nature of the construction industry could adversely affect the future prospects, financial condition and results of operations of Keller and, following Completion, the Enlarged Group

Dependence on the public sector could adversely affect the future prospects, financial condition and results of operations of Keller and, following Completion, the Enlarged Group

Keller and North American Piling operate in highly competitive markets and may not be able to compete effectively and/or profitably

Changes in regulations or legislation could disrupt the business of the Group and, following Completion, the Enlarged Group

Exposure to the resources sector and fluctuations in commodity prices could have an adverse effect on the Group and, following Completion, the Enlarged Group

Any failure of health, safety or environmental programmes or policies could subject the Group and, following Completion, the Enlarged Group to potential liabilities and reputational damage

The Group is exposed to fluctuations in currency exchange rates which could have a material adverse effect on reported results

FORWARD LOOKING STATEMENTS

PART III

SUMMARY OF PRINCIPAL TERMS OF THE ACQUISITION

1. Introduction

2. The Acquisition Agreement

2.1 Consideration

2.2 Representations and warranties

2.3 Conditions

2.4 Indemnification

2.5 Termination

2.6 Covenants

2.7 Restrictive covenants

2.8 Guarantee

2.9 Break fee

2.10 Governing law

3. Transitional Services Agreement

PART IV

INFORMATION ON NORTH AMERICAN PILING

1. Overview and key strengths

Overview

Key strengths

The Directors believe the key strengths of North American Piling are as follows:

Keller Group PLC AGM Information 2013