Rathbones : Rathbones : Form 8 (OPD) [Insert name of offeree or offeror]

   Rathbones : Rathbones : Form 8 (OPD) [Insert name of offeree or offeror]

                                                                  FORM 8 (OPD)

          PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
             Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.  KEY INFORMATION

(a)  Identity of the party to the offer making the     Rathbone Brothers Plc
disclosure:                                             (Entity reporting)
(b)  Owner or controller of interests and short        N/A
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient
(c)  Name of offeror/offeree in relation to whose      Kier Group Plc
relevant securities the disclosure relates:
Use a separate form for each party to the offer
(d)  Is the party to the offer making the disclosure   OFFEROR
the offeror or the offeree?
(e)    Date position held:                          27/03/2013
(f)    Has the party previously disclosed, or is it NO
today disclosing, under the Code in respect of any
other party to this offer?                              If YES, specify which:

2.  POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)  Interests and short positions in the relevant securities of the offeror
or offeree to which the disclosure relates

Class of relevant security:
                                                   Interests   Short positions
                                                  Number   %     Number    %
(1)  Relevant securities owned and/or            400,624 1.00
controlled:
(2)  Derivatives (other than options):
(3)  Options and agreements to purchase/sell:
TOTAL:                                            400,624 1.00

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to  purchase 
or sell relevant securities,  should be given on  a Supplemental Form 8  (Open 
Positions).

Details of  any  securities  borrowing  and  lending  positions  or  financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)  Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

If there are positions  or rights to  subscribe to disclose  in more than  one 
class of relevant  securities of the  offeror or offeree  named in 1(c),  copy 
table 2(a)  or (b)  (as appropriate)  for each  additional class  of  relevant 
security.

(c)  Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the
party to the offer making the disclosure or any person acting in concert with
it (see Note 3 on Rule 2.11 of the Code):

3.  POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING
THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any
person acting in concert with the party to the offer making the disclosure:

If there are positions  or rights to  subscribe to disclose  in more than  one 
class of relevant  securities of the  offeror or offeree  named in 1(c),  copy 
table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to  purchase 
or sell relevant securities,  should be given on  a Supplemental Form 8  (Open 
Positions).

Details of  any  securities  borrowing  and  lending  positions  or  financial 
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.  OTHER INFORMATION

(a)  Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or
understanding, formal or informal, relating to relevant securities which may
be an inducement to deal or refrain from dealing entered into by the party to
the offer making the disclosure or any person acting in concert with it:

If there are no such agreements, arrangements or understandings, state "none"
None

(b)  Agreements, arrangements or understandings relating to options or
derivatives

Details of any agreement, arrangement or understanding, formal or informal,
between the party to the offer making the disclosure, or any person acting in
concert with it, and any other person relating to:

(i)  the voting rights of any relevant securities under any option; or

(ii)  the voting rights or future acquisition or disposal of any relevant
securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state "none"
None

(c)  Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL)            NO

Date of disclosure: 27^th March 2013
Contact name:       Nehal Desai
Telephone number:   020 7399 1279

Public disclosures under  Rule 8  of the  Code must  be made  to a  Regulatory 
Information Service  and  must  also  be emailed  to  the  Takeover  Panel  at 
monitoring@disclosure.org.uk.  The  Panel's   Market  Surveillance  Unit   is 
available for  consultation  in  relation to  the  Code's  dealing  disclosure 
requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

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Source: Rathbones via Thomson Reuters ONE
HUG#1688701
 
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