Recommended Cash Acquisition

RNS Number : 0731B

Carillion PLC

11 February 2011

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

11 February 2011

PART I

CARILLION PLC

RECOMMENDED CASH ACQUISITION

EAGA PLC

The boards of Carillion plc ("Carillion") and Eaga plc ("Eaga") are pleased to announce that they have reached agreement on the terms of the recommended cash acquisition by Carillion of the entire issued and to be issued share capital of Eaga, a leading provider of residential energy efficiency solutions in the UK.

Highlights


*	Recommended cash Acquisition that, together with the declared Eaga interim dividend, has a value of 120 pence per Eaga Share.

*	The value for each Eaga Share comprises consideration of 118.79 pence in cash and payment of the Interim Dividend of 1.21 pence.

*	A share alternative, worth a maximum of 40 per cent. of the total value of the cash consideration, is being made available to Eaga shareholders, with the New Carillion Shares valued at 385.2 pence per share (being the Closing Price on 10 February 2011, the last Business Day before this announcement).

*	The Acquisition, together with the Interim Dividend, values Eaga's issued and to be issued share capital at approximately £306.5 million.

*	Carillion believes that there is a compelling strategic rationale for the combination, which brings together two complementary companies and further enhances Carillion's leading position in the UK support services market, creating a business with a combined support services revenue of approximately £3 billion on an historical proforma basis:

	-	Creates a scalable platform to build the UK's largest independent Energy Services provider.

	-	Increases Carillion's capabilities to provide integrated support services solutions for its customers.

	-	Establishes a number of attractive cross-selling opportunities between Carillion and Eaga's existing customers.

	Carillion believes it can achieve synergies in the Enlarged Group of £9 million by the end of 2013 (see Note 1), with one-off costs of delivering those savings in the region of £15 million.

*	The Acquisition is expected to be immediately earnings enhancing even before synergies.

*	The Acquisition value, together with the Interim Dividend, represents a premium of approximately 50.0 per cent. to the Closing Price of 80 pence for each Eaga Share on 2 February 2011, the last Business Day prior to the issue of an announcement that Eaga was in talks that might lead to an offer, and a premium of approximately 30.4 per cent. to the Closing Price of 92 pence for each Eaga Share on 10 February 2011, the last Business Day prior to the issue of this announcement.

*	It is currently intended that the Acquisition will be effected by way of a scheme of arrangement of Eaga (see Note 2).

*	Irrevocable undertakings have been received from the Eaga Directors, and from Eaga Partnership Trustee Limited and Eaga Partnership Trustee Two Limited (together, the "ePTs") to vote in favour of the resolutions to effect the Scheme in respect of 102,520,847 Eaga Shares (representing, in aggregate, approximately 40.8 per cent. of the existing issued share capital of Eaga).

	-	The ePTs have irrevocably undertaken to elect for the Share Alternative in respect of all the cash to which they would be entitled under the Acquisition, underpinning their long-term commitment to continue as important stakeholders in the Enlarged Group.

*	The Acquisition is subject to approval by shareholders of Eaga, change of control approval from the FSA and confirmation by the Court, and it is expected to become effective in April 2011.

Commenting on the Acquisition, Philip Rogerson, Chairman of Carillion, said:

"The acquisition brings together two complementary companies, enhancing Carillion's position as one of the UK's leading support services companies. The acquisition is expected to be immediately earnings enhancing and builds on Carillion's previously announced objectives for growth.

Carillion has identified the low carbon market as a strategic area of growth and the acquisition of Eaga will create a scalable platform to build the UK's largest independent energy services provider. This will also extend Carillion's capability to provide integrated support services solutions for its existing customers, for whom energy services are an increasingly important requirement.

The Carillion Board is therefore confident that this transaction will deliver significant value for shareholders of the Enlarged Group."

Commenting on the Acquisition, Charles Berry, Chairman of Eaga, said:

"The offer received from Carillion has come at an interesting time in Eaga's development, as our markets are changing rapidly. While there are exciting future prospects, we believe these are potentially better accessed as part of a larger group. Carillion offers our unique business the opportunity to grow in a strong home, it offers our Partners the prospect of delivering that growth potential, while our shareholders receive a significant cash premium and a partial share alternative which allows them to participate in the Enlarged Group's future potential."

Lazard is acting as financial adviser to Carillion. Morgan Stanley & Co. International plc and Oriel Securities are acting as joint corporate brokers to Carillion.

J.P. Morgan Cazenove is acting as lead financial adviser and joint corporate broker to Eaga. Noble Grossart is acting as financial adviser and Brewin Dolphin is acting as joint corporate broker to Eaga.

This summary should be read in conjunction with, and is subject to, the full text of the announcement set out in Part II. In particular, the Acquisition is subject to the Conditions and further terms set out in Appendix I to this announcement and the terms and conditions to be set out in the Scheme Document when issued. The sources and bases of certain financial information contained in this summary and the following announcement are set out in Appendix III to this announcement. Appendix IV to this announcement contains definitions of certain terms used in this summary and the following announcement.


Notes:	(1) The expected synergies have been calculated on the basis of the existing cost and operating structures of the Carillion and Eaga businesses. This statement of estimated synergies and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. As a result, the synergies referred to in this announcement may not be achieved, or those achieved could be materially different from those estimated.

	The statement that the Acquisition is expected to be immediately earnings enhancing for Carillion even before synergies relates to future actions and circumstances, which, by their nature, involve risks, uncertainties and other factors.

	These statements do not constitute a profit forecast and should not be interpreted to mean that earnings for the current year or any subsequent financial period would necessarily match or be greater than those for any preceding financial period.

	(2) Carillion reserves the right, at its sole discretion and subject (if required) to the consent of the Panel, to seek to implement the Acquisition by way of an Offer.

Institutional investors and analysts are invited to attend a presentation at 9:30 a.m. (London time) today at City Presentation Centre, Conference Suite, 4 Chiswell Street, London, EC1Y 4UP.

A telephone dial-in facility (+44 (0) 208 515 2302) will be available from 9:30 a.m. (London time) for analysts and investors who are unable to attend the presentation. The presentation can be viewed on Carillion's website at www.Carillionplc.com/investors/investors_presentations.asp from 9:15 a.m.

A replay facility is also available following the call on Toll Free UK: 0800 358 3474 - Access Code: 4410376# and Toll Free US: 1 800 406 7325 - Access Code: 4410376#

Enquiries

Carillion

Carillion plc	+44 (0)1902 422431
John McDonough, Chief Executive Officer Richard Adam, Finance Director John Denning, Director Group Corporate Affairs	+44 (0)1902 316426

Lazard (Financial Adviser)	+ 44 (0)20 7187 2000
Nicholas Shott Cyrus Kapadia Vasco Litchfield

Morgan Stanley & Co. International plc (Joint Corporate Broker)	+44 (0)20 7425 8000
Peter Moorhouse Alastair Walmsley

Oriel Securities (Joint Corporate Broker)	+44 (0)20 7710 7600
David Arch Natalie Fortescue

Finsbury (PR Adviser)	+44 (0)20 7251 3801
James Murgatroyd Gordon Simpson

Eaga

Eaga plc	+44 (0)191 245 8501
Drew Johnson, Chief Executive Officer Giles Sharp, Chief Financial Officer

J.P. Morgan Cazenove (Lead Financial Adviser and Joint Corporate Broker)	+ 44 (0)20 7588 2828
Patrick Magee Dwayne Lysaght Guy Marks Noble Grossart (Financial Adviser) Guy Stenhouse Todd Nugent Brewin Dolphin (Joint Corporate Broker) Graeme Summers Nick Owen Sandy Fraser	+44 (0)13 1226 7011 +44 (0) 20 7248 4400

MHP Communications Andrew Jacques Tim McCall Ian Payne	+44 (0)20 3 128 8100

Lazard, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Carillion and no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Carillion for providing the protections afforded to clients of Lazard nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Morgan Stanley & Co. International plc is acting as corporate broker exclusively for Carillion and no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Carillion for providing the protections afforded to clients of Morgan Stanley & Co. International plc nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Oriel Securities, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Carillion and no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Carillion for providing the protections afforded to clients of Oriel Securities nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of J.P. Morgan plc nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Noble Grossart Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of Noble Grossart Limited nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Brewin Dolphin Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of Brewin Dolphin Limited nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Further Information

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Carillion and Eaga are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. The proposals for the Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Please read carefully the Scheme Document in its entirety before making a decision with respect to the Acquisition. Any acceptance or other response to the proposals should be made on the basis of the information in the Scheme Document. Eaga Shareholders may obtain a further free copy of the Scheme Document, when it becomes available, from DLA Piper UK LLP at 3 Noble Street, London, EC2V 7EE.

Dealing Disclosure Requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This announcement has been prepared for the purposes of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside of England.

In particular, this announcement is not an offer of securities for sale in the United States and the New Carillion Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, and no regulatory clearance in respect of the New Carillion Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Carillion Shares may not be offered or sold in the United States absent registration under the US Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. It is expected that the New Carillion Shares will be issued in reliance (if required) upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. The New Carillion Shares may not be offered, sold, resold, delivered or distributed, directly or indirectly, in, into or from Canada, Australia or Japan or to, or for the account or benefit of, any resident of Australia, Canada or Japan absent an exemption from registration or an exemption under relevant securities law.

Notice to US investors in Eaga: The Acquisition relates to the shares of a UK company and is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Acquisition is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure and other requirements of US securities laws. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to the financial statements of US companies.

If the Acquisition is implemented by way of an Offer, it will be made in accordance with the procedural and filing requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of an Offer, the New Carillion Shares to be issued in connection with such Offer will not be registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Carillion does not intend to register any such New Carillion Shares or part thereof in the United States or to conduct a public offering of the New Carillion Shares in the United States.

Forward Looking Statements

This announcement contains 'forward-looking statements' concerning Carillion and Eaga that are subject to risks and uncertainties. Generally, the words 'will', 'may', 'should', 'continue', 'believes', 'targets', 'plans', 'expects', 'aims', 'intends', 'anticipates' or similar expressions or negatives thereof identify forward-looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Carillion's or Eaga's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Carillion's or Eaga's business.

These forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond Carillion's and Eaga's ability to control or estimate precisely, such as future market conditions, changes in regulatory environment and the behaviour of other market participants. Neither Carillion nor Eaga can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this announcement. Neither Carillion nor Eaga undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.

Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of Carillion, Eaga or any other person following the implementation of the Acquisition or otherwise.

Publication on the Carillion and Eaga Websites

A copy of this announcement will be available free of charge, subject to certain restrictions relating to persons resident in restricted jurisdictions, for inspection on Carillion's website at www.Carillionplc.com and on Eaga's website at www.Eaga.com by no later than 12.00 noon (London time) on 14 February 2011.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO THE SAME WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

11 February 2011

PART II

CARILLION PLC

RECOMMENDED CASH ACQUISITION

EAGA PLC

1.	Introduction

The boards of Carillion and Eaga are pleased to announce they have reached agreement on the terms of the recommended cash acquisition by Carillion of the entire issued and to be issued share capital of Eaga.

The Acquisition, together with the Interim Dividend, has a value of 120 pence per Eaga Share. The consideration for each Eaga Share is 118.79 pence in cash, and Eaga Shareholders will be entitled to retain the Interim Dividend of 1.21 pence in cash per Eaga Share, payable on 18 March 2011.

The Acquisition, together with the Interim Dividend, values Eaga's issued and to be issued share capital at approximately £306.5 million.

It is currently intended that the Acquisition will be implemented by way of a scheme of arrangement pursuant to Part 26 of the Companies Act 2006, although Carillion reserves the right, at its sole discretion and subject (if required) to the consent of the Panel, to seek to implement the Acquisition by way of an Offer for the entire issued and to be issued share capital of Eaga, and to make appropriate amendments to the terms of the Acquisition arising from the change from the Scheme to an Offer. Subject to the satisfaction or, where appropriate, waiver of the Conditions, it is expected that the Acquisition will become effective in April 2011. Further details in respect of the expected timetable of key events in relation to the Acquisition will be set out in the Scheme Document to be sent to Eaga Shareholders.

2.	Terms of the Acquisition

Under the terms of the Scheme, which will be subject to the Conditions and further terms set out in Appendix I to this announcement, and the full terms and conditions that will be set out in the Scheme Document, Eaga Shareholders will be entitled to receive:

for each Eaga Share

118.79 pence in cash

Eaga Shareholders will also be entitled to receive the Interim Dividend payable by Eaga relating to the financial year ending 31 May 2011, which is payable on 18 March 2011 to Eaga Shareholders who are on Eaga's register of members on 18 February 2011.

A Share Alternative will be made available to Eaga Shareholders (other than certain Overseas Persons) enabling them to elect to receive New Carillion Shares instead of all or part of the cash consideration to which they would otherwise be entitled under the Acquisition, subject to availability. Further details of the Share Alternative are set out in paragraph 12 below.

Assuming that the maximum number of 31,508,968 New Carillion Shares available under the Share Alternative is issued pursuant to the Acquisition, Eaga Shareholders will, in aggregate, hold Carillion Shares representing approximately 7.3 per cent. of the enlarged issued share capital of Carillion on the Effective Date.

The Acquisition value, together with the Interim Dividend, of 120 pence represents a premium of approximately 50.0 per cent. to the Closing Price of 80 pence for each Eaga Share on 2 February 2011, the last Business Day prior to the issue of an announcement that Eaga was in talks that might lead to an offer, and a premium of approximately 30.4 per cent. to the Closing Price of 92 pence for each Eaga Share on 10 February 2011, the last Business Day prior to the issue of this announcement.

Fractions of New Carillion Shares will not be allotted or issued pursuant to the Acquisition. Fractional entitlements will be aggregated and sold in the market, and the net proceeds of sale will be distributed pro rata to persons entitled thereto.

Upon the Scheme becoming Effective:

*	the Scheme Shares will be cancelled and in their place new ordinary shares in the capital of Eaga will be issued to Carillion, whereupon Eaga will become a private limited company and a wholly-owned subsidiary of Carillion;

*	the cash and/or New Carillion Shares due to each Eaga Shareholder pursuant to the Scheme will be paid or issued (as the case may be) to such Eaga Shareholder within 14 days of the Effective Date; and

*	the New Carillion Shares will be issued credited as fully paid and will rank pari passu in all respects with the Carillion Shares in issue at the time the New Carillion Shares are issued pursuant to the Acquisition, including the right to receive and retain dividends and other distributions declared, made or paid by reference to a record date falling after the Effective Date.

3.	Recommendation

The Eaga Directors, who have been so advised by J.P. Morgan Cazenove and Noble Grossart, consider the terms of the Acquisition to be fair and reasonable. In providing their advice to the Eaga Directors, J.P. Morgan Cazenove and Noble Grossart have taken into account the commercial assessments of the Eaga Directors. J.P. Morgan Cazenove and Noble Grossart are acting as financial advisers to Eaga for the purposes of providing independent advice to the Eaga Directors on the Acquisition under Rule 3 of the City Code.

Accordingly, the Eaga Directors intend unanimously to recommend that Eaga Shareholders vote in favour of the resolutions to be proposed at the Scheme Meeting and the Eaga General Meeting, as they have irrevocably undertaken to do (or procure to be done) in respect of their beneficial holdings and those of certain of their connected persons, amounting in aggregate to 10,618,540 Eaga Shares, representing approximately 4.2 per cent. of Eaga's existing issued share capital.

The Eaga Directors provide no recommendation whether or not to elect for the Share Alternative.

4.	Background to, and reasons for, the Acquisition

Carillion has, for some time, held a strategic belief that low carbon and its related energy efficiency markets present a compelling opportunity for growth for the Carillion Group. As one of the leading green support services businesses in the UK, Eaga is at the forefront of this market. Carillion believes that the Acquisition represents a strategic move that will provide Carillion with a strong position in a number of new and attractive markets, enhance its ability to provide existing and new customers with integrated support services solutions and, consequently, provide the opportunity to create significant long-term value for its shareholders. At the same time, Carillion will provide the resources, capabilities and financial capacity for Eaga to develop more quickly in its existing and prospective markets. Carillion believes that the Acquisition also brings together two companies that share the same values and have a strong cultural fit.

The Acquisition enhances Carillion's position as a leader in the UK support services market, with a combined support services revenue of approximately £3 billion on an historical proforma basis, and is consistent with Carillion's strategic objective to deliver substantial growth in UK support services. Carillion also believes that the Acquisition enhances growth opportunities for the Enlarged Group, both in the UK and internationally.

Creates a Platform to Build the UK's Largest Independent Energy Services Provider

The Acquisition provides Carillion with a strong presence in the energy services market, together with the opportunity to develop the leading independent energy services business in the UK. The Carillion Board believe that this is an attractive, high growth and regulation-driven opportunity, that is supported by the complementary fit between Carillion and Eaga so that:

*	Eaga provides Carillion with a leading position in low carbon and energy efficiency markets, with a primary focus on combating Fuel Poverty, strong relationships across local authority and utilities customers in the UK, and a market-leading delivery capability; and

*	Carillion provides Eaga with access to new market opportunities, both domestically and internationally, an established portfolio of customers across public and private sector markets, and increased financial strength and operational capacity.

Eaga provides Carillion with an established presence across a wide range of energy services markets and is expected to enhance the growth prospects for the Enlarged Group in new areas. These new areas include:

(i) Low Carbon Economy

The Enlarged Group is well positioned to benefit from the UK Government's strategy to encourage, and enforce through regulatory measures, the development of a low carbon economy in the UK. This is expected to encompass both domestic and commercial markets, and the combination of Eaga's positioning and experience in domestic environments, together with Carillion's expertise in working with blue-chip private sector customers, provides access to a significant market opportunity.

The Enlarged Group will be positioned at the centre of the domestic energy efficiency arena, with an integrated delivery model that covers not only direct-delivery to residential customers, but also through other channels such as local authorities and energy utilities. Furthermore, Eaga's strengths can be leveraged to deliver growth in the so-called "able-to-pay" market and in supporting disadvantaged user groups, and this should position the Enlarged Group well for the expected introduction of the Green Deal in 2012. The Green Deal should represent a significant market opportunity for the Enlarged Group, with up to 26 million UK households expected to become energy efficient (of which up to approximately 8 million would have disadvantaged occupants, a key focus and capability of Eaga). It is envisaged that the Green Deal will enable the UK to meet a substantial part of its carbon reduction commitments, as the residential sector is estimated to be responsible for 27 per cent. of CO₂ emissions.

Eaga would also be able to access the Enlarged Group's broader customer base, helping to achieve emissions reduction targets for a wide range of non-residential customers in both the public and private sectors.

(ii) Renewable Energy

In recent months, Eaga has been developing a business model to address the emerging renewable energy opportunity in the UK, which is focused on the Feed-in Tariff ("FIT") regime for small-scale residential solar photovoltaic ("Solar PV") installations. This business model has been developed in an environment where the Government has been encouraging local electricity generation from non-fossil fuel sources, and has proposed an initial target to install 750,000 small-scale low carbon electricity installations, likely to be principally Solar PV.

Carillion's scale and expertise in structuring Private Finance Initiative investments is expected to enhance Eaga's capability to accelerate and broaden this strategy, which is currently centred on the formation of a dedicated privately financed investment vehicle focused on Solar PV installations in the UK social housing market.

The Solar PV Project aims to benefit from the 25-year revenue stream associated with the FIT regime and Eaga has already secured contracts with a number of social landlords, giving it access to approximately 120,000 social landlord properties, with a further 200,000 such properties the subject of advanced negotiations.

Eaga has continued to progress the financing of the investment vehicle, and continues to target funding of up to £300 million (including equity of up to £75 million, of which it would take up to a £15 million stake). It is expected that this would generate up to £300 million of installation and maintenance revenue for the Eaga Group.

The combination of Eaga's market knowledge and experience, together with Carillion's scale, financing expertise and customer base, position the Enlarged Group for further significant developments in this area, including the expected introduction of the Renewable Heat Incentive in 2011, which is widely believed to present a major market opportunity.

The strengths of the Enlarged Group would extend across both the "able-to-pay" market and the support of disadvantaged user groups and include customer advice, installation and servicing, and help-line services.

Attractive Cross-Selling Opportunities with Carillion's Existing and New Customers

The complementary fit of the Carillion and Eaga businesses creates opportunities for the Enlarged Group to cross-sell a wide range of support services to existing customers. These include not only selling energy efficiency solutions to commercial customers but also business process outsourcing ("BPO") services, using Eaga's Managed Services infrastructure and experience in similar markets, to Carillion's existing customers. Illustrative examples of this strategy include:

*	providing a broader range of support services to Eaga's local authority and registered social landlord customer base; and

*	providing integrated support to Carillion customers that require access to a national capability for the delivery of low carbon services, including energy efficiency and renewable energy services.

Carillion is already experiencing significant interest from its existing customers for energy efficiency and low carbon services.

Integrated Support for Local Authority Customers

The combination of Carillion and Eaga creates a group with a robust, broad and expanding service offering, well positioned to address the needs of local authority customers. The Enlarged Group will have a particularly strong service offering in respect of managing, maintaining and operating the property, assets and infrastructure of local authority customers. It will also be well positioned to provide a range of front-line and back-office services, building on Carillion's work in administrative and professional functions within the support services market.

This integrated offering, supported by a nationwide BPO infrastructure, is expected to provide significant savings to local authorities, while at the same time enhancing local delivery.

Synergies

In addition to the expected strategic benefits of the Acquisition and the expected immediately enhanced impact on earnings referred to above, Carillion believes it can achieve synergies in the Enlarged Group of £9 million by the end of 2013 (see Note 6, Appendix III to this announcement) with one-off costs of delivering those savings in the region of £15 million. These synergies are expected to be generated through improved efficiencies across both the Carillion and Eaga businesses.

5.	Background to, and reasons for, recommending the Acquisition

Over the past twenty years, Eaga has become a leading green support services company in the UK, and has successfully diversified and grown its position in the broader support services market.

Eaga has a particular focus on assisting the disadvantaged, and on energy efficiency measures and the green economy, with strong relationships with Government agencies, local authorities and the utility companies. The Eaga Directors believe that, notwithstanding the restructuring of the business required in the short-term as a result of the Government's decision to scale back significantly and then terminate the Warm Front programme, Eaga is operating in attractive markets which offer exciting opportunities over the medium to long-term.

There has, however, been a clear change in the market environment since the change of Government in May 2010 and the reductions in public expenditure which are now in progress. The policy framework and low carbon objectives remain similar; however, there is a growing advantage to companies which can bring not only private sector operating skills but also financial resources of significant scale to the delivery of public policy objectives such as the Green Deal. Accordingly, the Eaga Board believe that the opportunities in Eaga's market are potentially better accessed as part of a larger group.

Against this background and following Carillion's approach to Eaga, the Board of Eaga has carefully considered the proposal and believes that the Acquisition is likely to bring attractive advantages for all of Eaga's stakeholders.

For Eaga Shareholders, the Acquisition provides them with the opportunity to realise their shareholding in Eaga in cash at a premium value and the opportunity to participate in the future growth of the Enlarged Group through the Share Alternative. For our customers and Partners, the Board of Eaga believes that the Acquisition has the potential to combine the best of both companies in providing a broader, stronger service offering, and an opportunity to work in a company with an outstanding future and where the special culture of Eaga can be continued.

6.	Irrevocable undertakings

Eaga Directors who hold (or certain of whose connected persons hold) Scheme Shares have irrevocably undertaken to vote (or procure to be voted) such Scheme Shares (in aggregate, 10,618,540 Eaga Shares, representing approximately 4.2 per cent. of the existing issued share capital of Eaga) in favour of the Acquisition and the Scheme at the Scheme Meeting and in favour of the resolution to be proposed at the Eaga General Meeting. Such Eaga Directors have also undertaken that, if following this announcement Carillion decides to implement the Acquisition by means of an Offer instead of by way of the Scheme, they will accept such Offer in respect of their Scheme Shares.

The ePTs have irrevocably undertaken to vote their Scheme Shares (in aggregate, 91,902,307 Eaga Shares, representing approximately 36.6 per cent. of the existing issued share capital of Eaga) in favour of the Acquisition and the Scheme at the Scheme Meeting and in favour of the resolution to be proposed at the Eaga General Meeting. The ePTs have also irrevocably undertaken to elect for the Share Alternative in respect of all the cash to which they would be entitled under the Acquisition. The ePTs have also undertaken that, if following this announcement Carillion decides to implement the Acquisition by means of an Offer instead of by way of the Scheme, they will accept such Offer in respect of their Scheme Shares.

Accordingly, Carillion has received irrevocable undertakings on the terms set out above in respect of 102,520,847 Eaga Shares (representing, in aggregate, approximately 40.8 per cent. of Eaga's existing issued share capital).

The irrevocable undertakings given by the Eaga Directors and the ePTs will, in each case, cease to be binding if the Acquisition lapses or is withdrawn at any time (but the Acquisition will not be taken to have lapsed by reason of a change from a Scheme to an Offer).

7.	Information on Carillion

Carillion is one of the UK's leading support services companies, by revenue, with a substantial portfolio of Public Private Partnership ("PPP") projects and extensive construction capabilities. Carillion employs some 47,000 people in the UK and overseas, and generates sales of over £5 billion per annum.

Carillion was launched and listed on the London Stock Exchange as an independent company in 1999, following its demerger from Tarmac. In 1999, Carillion was predominantly a construction company. Today, Carillion generates around half of its revenue and over two-thirds of its profit from support services and equity investments in PPP projects. Changing its business mix and introducing rigorous new risk management procedures have significantly improved the risk profile of Carillion's activities and the predictability of its earnings.

Carillion reports its financial results in the following four segments in which it groups together activities of a similar type and risk profile in order to make it easier to value its earnings on a consistent basis:

*	Support Services: facilities management and services, rail infrastructure, road maintenance, consultancy and other support services;

*	Public Private Partnership Projects: equity returns on investments in PPP projects and management thereof;

*	Middle East Construction Services: building and civil engineering activities in the Middle East and North Africa; and

*	Construction Services: UK building, civil engineering, developments and construction services in Canada and the Caribbean.

Carillion's portfolio includes a wide range of high-profile services and projects in the UK and overseas. Its portfolio of PPP projects includes schools, universities, hospitals, roads, prisons and defence projects, the largest of which being the Allenby Connaught project for the Ministry of Defence, which involves the replacement and management of Army accommodation in the South of England. Carillion also provides extensive facilities management services and manages approximately 100,000 properties for public, private, blue-chip and regulated sector customers, such as NHS hospitals, schools and other Government and commercial property (including some 7,000 properties for British Telecom). It has also upgraded large sections of the UK rail network such as the West Coast Mainline and constructed the M6 Toll motorway. It maintains a substantial proportion of the UK motorway network, including sections of the M1, M11 and M40, together with a number of local authority road networks.

In the Middle East, Carillion has substantial and rapidly growing joint venture and partnership businesses engaged on a number of major construction projects, and also has a growing facilities management business. In Canada, Carillion has completed two of the first PPP hospitals in Ontario, which are now fully operational, is building four more PPP projects, three of which are hospitals, and maintains a substantial proportion of the road network in Ontario.

As at 10 February 2011 (the last Business Day before the date of this announcement), Carillion had a market capitalisation of approximately £1,539 million. In the year to 31 December 2009, Carillion generated revenues (including its share of joint ventures) of £5.6 billion, underlying profit before taxation of £175.5 million^{^[i]}, and as at 31 December 2009 had net assets of £772.1 million and gross assets of £3,065.0 million. In the six months to 30 June 2010, Carillion generated revenues (including its share of joint ventures) of £2.5 billion, underlying profit before taxationⁱ of £65.7 million, and as at 30 June 2010 had net assets of £744.0 million and gross assets of £3,208.5 million. As at 30 June 2010, the Carillion Directors valued Carillion's portfolio of PPP investments at £141 million.

8.	Current trading of Carillion

Carillion has continued to build on its good first half performance in 2010. As announced in its update on trading on 8 December 2010, Carillion continues to perform well despite tough market conditions in the UK and expects to deliver good growth in underlying profit before taxationⁱ and in underlying earnings per share^{^[ii]}, being more than sufficient to offset the effects of selling non-core businesses and equity investments in PPP projects in 2009, which together contributed some £17 million of underlying profit before taxⁱ.

Carillion's ability to deliver earnings growth in current market conditions reflects the success of its strategy of creating a resilient and well-balanced UK support services and international business.

Furthermore, Carillion believes that the strategic decision it announced in May 2010, to reduce revenue in its UK construction business by one-third over the next three years, has put the Carillion Group in a strong position to manage the impact of the reduction in public sector capital investment over the next four years that was announced in the UK Government's Spending Review on 20 October 2010.

Underlying cash flow from Carillion's operations remains strong and is once again expected to exceed underlying profit from operations. Therefore, Carillion expects to have a positive net cash position at 31 December 2010, well in excess of £100 million.

Prior to its update on trading, Carillion had won around £1 billion of new orders in the second half of 2010 and continues to have good revenue visibility. Carillion also has a substantial and growing pipeline of contract opportunities, which supports its objectives for medium-term growth. Carillion expects to report that its order book at 31 December 2010 stood at some £18 billion, of which over £11.5 billion relates to support services.

9.	Information on Eaga

Eaga is a green support services company, employing approximately 4,000 people, and is a leading provider of residential energy efficiency solutions in the UK and an established deliverer of a range of outsourced programmes. Eaga was established in 1990 and listed on the London Stock Exchange in June 2007. It is one of the largest national suppliers of heating and renewable energy in the UK, and is at the forefront of the low carbon economy in the UK. Eaga's core focus is working with Government departments and agencies, local authorities, housing associations and utility companies to lower carbon emissions, combat fuel poverty, improve living conditions and reduce energy consumption. The work undertaken by the Eaga Group is principally focused on the housing and social needs of low income households. A description of the principal activities of these businesses and the principal markets in which they operate is set out below.

Eaga principally operates in the following three markets:

*	Carbon Services: Provision of carbon savings measures to households, driven primarily through long-term regulatory requirements imposed by Government on energy suppliers and electricity generators under the CERT programme which has been extended to December 2012 and which the Department of Energy and Climate Change estimates will require spending of approximately £1 billion per annum in order for the energy suppliers to meet their CERT obligations and, through CESP, where the Department of Energy and Climate Change expects up to £350 million of efficiency measures to be delivered over the next three years. Eaga partners with the major energy suppliers to help them meet their CERT obligations, works with generators and suppliers in relation to CESP savings and also works in green partnerships with domestic customers and SMEs across a wide range of carbon saving solutions;

*	Heating and Renewables: One of the largest installers of central heating systems, and a leading provider of heating services and repair contracts in the UK, providing emergency breakdown cover and annual servicing for in excess of 160,000 local authority and social housing properties. Eaga also installs and maintains a wide range of green energy technologies, including solar photovoltaic, solar thermal, air and ground source heat pumps; and

*	Managed Services: A key supplier in the business process outsourcing market, providing solutions to Government and other commercial organisations, such as the Department of Energy and Climate Change, the BBC and the Legal Services Commission. Eaga manages all four regions of the Government's flagship Warm Front programme in England, has helped customers over 75, partially sighted or in receipt of qualifying benefits to make the switch from analogue to digital TV on behalf of the BBC and provides telephone based advice services to ensure low income households receive the benefits they are entitled to, together with advice in relation to housing, debt and employment matters.

Eaga's core focus is working with Government departments and agencies, local authorities, housing associations and utility companies to lower carbon emissions, combat fuel poverty, improve living conditions and reduce energy consumption. The work undertaken by the Eaga Group is principally focused on the housing and social needs of low income households.

Eaga's portfolio of products and services covers the provision of energy surveys and advice, allocation and administration of energy efficiency funding, installation of central heating systems, cavity wall and loft insulation, and a number of other ancillary products and services, including insurance-backed aftercare provision.

The competencies of the business have broadened in recent years as strategic development has transformed the business into an end-to-end service provider for residential improvement projects, including installation of renewable technologies such as solar thermal, solar photovoltaic, air and ground source heat pumps, and other energy efficiency devices.

Eaga's revenue for the year ended 31 May 2010 was £762.2 million, and Eaga had an adjusted operating profit of £52.0 million^{^[iii]} and an adjusted diluted earnings per share of 14.37 pence^{^[iv]}. For the six months ended 30 November 2010, Eaga's revenue was £308.1 million, and Eaga had an underlying trading profit of £16.0 million^{^[v]} and an underlying adjusted diluted earnings per share of 4.42 pence^{^[vi]}. As at 30 November 2010, Eaga had net assets of £144.3 million and gross assets of £189.5 million.

10.	Management and employees of Eaga

Carillion believes that the Eaga business complements its current operations, and expects that the combination will enhance not only the Enlarged Group's growth and performance prospects, but also the opportunities for talented Eaga employees and managers in its traditional base in the North-East of England, as well as nationally and internationally by providing access to a wide range of roles elsewhere within Carillion.

Furthermore, Carillion has the intention to establish an operational hub for the Enlarged Group in North-East England, utilising Eaga's infrastructure platform, and Carillion recognises the importance of continuity of leadership and engagement of Eaga people to deliver this intention. Carillion also anticipates making significant further investment in the Eaga business and its employees, providing support to strengthen Eaga's position in both new and existing markets, expanding its current footprint and, as a result, creating new job opportunities across the Enlarged Group.

Eaga's employees will be able to benefit from participation in Carillion's training and leadership development programmes, from its voluntary benefit arrangements, from its excellent track record of safety and its sustainability credentials, and to participate in Carillion's existing employee engagement initiatives which include monthly team talks and frequent one-to-one meetings with line management.

As a result of the Acquisition, Carillion welcomes the ePTs in becoming important stakeholders and shareholders in the Enlarged Group, with a continued role to play going forward. Carillion believes that ongoing engagement with the ePTs will help in maintaining the "essence of Eaga" and ensuring continuity in the strong cultural alignment of the two businesses.

The Carillion Board has also given assurances that, following the Acquisition becoming Effective, the existing contractual employment rights of all employees of the Eaga Group, including pension rights, will be fully safeguarded. In addition, Carillion has given assurances that it will continue to afford to Eaga employees the opportunity to participate in the enjoyment of benefits provided by the ePTs as at present and the existing Eaga share incentive plan.

Carillion will be initiating a review, in collaboration with the ePTs, to look at employee engagement and communication arrangements, and to evaluate the opportunities for wider employee share ownership within the Enlarged Group.

11.	Implementation Agreement

Carillion and Eaga have entered into the Implementation Agreement in relation to the Acquisition, which governs their relationship during the period until the Acquisition becomes Effective or lapses or is withdrawn, or the agreement is otherwise terminated. The parties have agreed, amongst other things, to co-operate with regard to the process of implementing the Acquisition. The agreement contains certain assurances and confirmations between the parties (including terms regarding the conduct of the business of the Eaga Group pending completion of the Acquisition).

Break Fee

Eaga has agreed to pay a break fee of £3,034,314 (such amount being exclusive of any amount in respect of VAT, if any, but subject to a reduction to the extent such VAT is not recoverable by the payer) or, if the price per Eaga Share pursuant to the Acquisition is revised, one per cent. of the value of Eaga at the revised offer price (exclusive of VAT as aforesaid).

Eaga shall pay to Carillion the break fee if an Independent Competing Transaction is announced and, subsequently, that or another Independent Competing Transaction (or an amended, varied or revised version of any such Independent Competing Transaction) becomes or is declared unconditional in all respects or is completed (in which case, the break fee shall become payable on the date the Independent Competing Transaction becomes or is declared unconditional in all respects or is completed, whichever is the earlier).

If a break fee becomes payable, Eaga shall pay the break fee in immediately available funds (without any deductions or withholding, save only as required by law, and without regard to any lien, right of set-off, counterclaim or otherwise), within ten Business Days after the date on which the break fee becomes payable.

Non-solicitation Undertakings

The Implementation Agreement includes an undertaking from Eaga not, directly or indirectly, to solicit, induce or initiate an Independent Competing Transaction. In addition, Eaga has agreed to notify Carillion promptly of any approach made in relation to an Independent Competing Transaction and to notify Carillion of the price of such Independent Competing Transaction. In the event that the price of such Independent Competing Transaction is revised, Eaga has also agreed to notify Carillion of such revision.

Termination Rights

The Implementation Agreement terminates in certain circumstances (for the avoidance of doubt, without prejudice to any accrued rights of Carillion in respect of the break fee referred to above), including:

(i) if the Scheme lapses, terminates, is not approved or is withdrawn unless Carillion has elected to implement the Acquisition by way of an Offer;

(ii) if Carillion determines to implement the Acquisition by way of an Offer, upon such Offer, once announced under Rule 2.5 of the City Code, lapsing in accordance with its terms or terminating or being withdrawn;

(iii) by written notice from Eaga to Carillion if the Eaga Board has determined to withdraw its recommendation of the Acquisition in accordance with the Implementation Agreement;

(iv) by written notice from Carillion to Eaga at any time after an announcement is made by or on behalf of Eaga that the Eaga Board has determined to withdraw its recommendation of the Acquisition, or not to recommend the Acquisition, or after any announcement that it has determined to recommend an Independent Competing Transaction, or after any other adverse modification of the Eaga Board's recommendation of the Acquisition;

(v) if an Independent Competing Transaction (or any amendment, variation or revision of such Independent Competing Transaction) becomes or is declared unconditional in all respects or is completed; or

(vi) if the Effective Date has not occurred by the Long Stop Date.

12.	The New Carillion Shares and the Share Alternative

A Share Alternative will be made available to Eaga Shareholders (other than certain Overseas Persons). The Share Alternative will enable such shareholders to elect to take New Carillion Shares instead of all or part of the cash which they would otherwise be entitled to receive under the Acquisition, subject to availability.

The Share Alternative will be made available on the basis that each New Carillion Share is valued at 385.2 pence (the Closing Price on 10 February 2011, the last Business Day before this announcement).

However, the total number of New Carillion Shares to be issued under the Scheme (the "Maximum Share Amount") is 31,508,968 New Carillion Shares (which represents approximately 40 per cent. of the total value of the cash consideration for the Acquisition). The Maximum Share Amount will not be varied as a result of elections under the Share Alternative.

If the Maximum Share Amount is not sufficient to satisfy all elections for the Share Alternative in full, entitlements under the Share Alternative will be scaled down pro rata (in proportion to the total number of shares in respect of which elections for the Share Alternative are made).

As a result, Eaga Shareholders who elect to participate in the Share Alternative will not know the exact number of New Carillion Shares or the amount of cash (if any) they will receive until settlement of the consideration due to them in respect of the Acquisition.

The New Carillion Shares to be issued pursuant to the Share Alternative will be ordinary shares of 50 pence each in the capital of Carillion. The New Carillion Shares will be issued in registered form, will be capable of being held in both certificated and uncertificated form, will be issued credited as fully paid and will rank pari passu in all respects with the existing Carillion Shares including in respect of any dividends, including in particular any final dividend that may be declared by Carillion in respect of its financial year ended 31 December 2010 (subject to the following provisions).

Carillion expects to announce its financial results for the year ended 31 December 2010 and to propose any final dividend in respect of that financial year on or around 2 March 2011. Carillion expects that, subject to the dividend being approved at Carillion's Annual General Meeting to be held on or around 4 May 2011, any such dividend will be paid on or around 17 June 2011.

It is anticipated that the Effective Date for the Acquisition will be in April 2011 and, accordingly, any Eaga Shareholders receiving New Carillion Shares pursuant to the Share Alternative are expected to be on Carillion's register of members by the Record Date, which will be notified by Carillion at the time of its results.

Carillion and Eaga have agreed that Carillion will procure that the Record Date shall not be on or prior to the Effective Date. Carillion will be released from this obligation only if: (A) the terms of the Share Alternative are amended to include further consideration (payable either as a cash interim dividend declared by Eaga on the relevant Scheme Shares or by Carillion as additional cash consideration) equal to any such final dividend per New Carillion Share; or (B) the Acquisition terms are otherwise adjusted, to Eaga's reasonable satisfaction, to take account of any such final dividend.

13.	Financial effects of the Acquisition

Carillion is confident that the Acquisition will produce attractive returns for shareholders in excess of Carillion's cost of capital in the first full year of ownership. Furthermore, Carillion believes that the Acquisition will be immediately earnings enhancing even before synergies.

14.

Financing

The cash consideration payable to Eaga Shareholders pursuant to the Acquisition will be financed with funds that have been drawn down by Carillion under the Facility Agreement provided by its relationship banks.

Lazard, financial adviser to Carillion, is satisfied that sufficient resources are available to satisfy in full the cash consideration payable to Eaga shareholders pursuant to the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

15.	Dividend policy

The Carillion Board's policy on dividends is to increase returns to Carillion Shareholders progressively over time, reflecting the underlying performance of the Carillion Group and the cash flow requirements of the business. Carillion intends to maintain its existing dividend policy following completion of the Acquisition.

16.	Disclosure of interests

Carillion is, on the same day as this announcement, disclosing the details required to be disclosed by it under Rule 8.1(a) of the City Code.

17.	Eaga Share Schemes

The Acquisition will extend to all Eaga Shares issued (whether upon the exercise of the options and/or the vesting of awards or otherwise) under the Eaga Share Schemes before the Scheme becomes Effective. Appropriate proposals will be made in due course to participants in the Eaga Share Schemes, and Carillion will give consideration to appropriate incentives for Eaga management going forward.

18.	Settlement, listing and dealing of New Carillion Shares

It is intended that applications will be made to the UKLA and to the London Stock Exchange for the New Carillion Shares to be issued in connection with the Acquisition to be admitted to the Official List and to trading on the London Stock Exchange's main market for listed securities. It is expected that admission of the New Carillion Shares to the Official List and to trading on the London Stock Exchange's main market for listed securities will become effective, and that dealings for normal settlement in the New Carillion Shares will commence, on the date on which the Scheme becomes Effective.

The existing Carillion Shares are already admitted to CREST. It is expected that all of the New Carillion Shares, when issued and fully paid, will be capable of being held and transferred by means of CREST. It is expected that the New Carillion Shares will trade under ISIN GB0007365546.

Further details on listing, dealing and settlement will be included in the Scheme Document.

19.	Implementation of the Scheme and cancellation of listing

It is currently intended that the Acquisition will be effected by means of a scheme of arrangement of Eaga under Part 26 of the Companies Act 2006. The procedure involves an application by Eaga to the Court to sanction the Scheme and confirm the Capital Reduction. In consideration for the cancellation of their Eaga Shares, Eaga Shareholders, who are Scheme Shareholders, will receive cash and/or New Carillion Shares as outlined in paragraphs 2 and 12 above. Following the implementation of the Scheme, Eaga will become a private limited, wholly-owned subsidiary of Carillion.

Carillion and Eaga have agreed that Carillion may, if it so determines in its absolute discretion (subject to the consent of the Panel), implement the Acquisition by making an Offer for the entire issued and to be issued ordinary share capital of Eaga.

To become effective, the Scheme requires, amongst other things, the approval of a majority in number of the Scheme Shareholders present and voting either in person or by proxy at the Scheme Meeting, representing not less than 75 per cent. in value of the Scheme Shares voted by such Scheme Shareholders, together with the sanction of the Court and the passing of the resolution necessary to implement the Scheme at the Eaga General Meeting. Following the Meetings, the Scheme must be sanctioned and the Capital Reduction confirmed by the Court, and will only become effective on delivery to the Registrar of Companies of a copy of the Scheme Court Order and a copy of the Reduction Court Order and, in the case of the Reduction Court Order, if so ordered by the Court in order to take effect, it being delivered to the Registrar of Companies together with the Statement of Capital attached to it. Upon the Scheme becoming effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Meetings.

In addition, the implementation of the Scheme will require separate approval by the passing of a special resolution at the Eaga General Meeting, amongst other things, to:


*	authorise the Eaga Directors to take such action as they consider necessary or appropriate to effect the Scheme;

*	re-classify and subsequently cancel any existing Eaga Shares (other than Eaga Shares already held by Carillion (if any)) and approve the issue of new ordinary shares in Eaga to Carillion (and/or its nominee(s)) in accordance with the Scheme; and

*	amend Eaga's articles of association to ensure that the Eaga Shares issued under the Eaga Share Schemes will be subject to the Scheme or, if issued following the Reduction Record Time, will be automatically transferred to Carillion on the same terms as under the Scheme.

The Eaga General Meeting will be held directly after the Scheme Meeting.

If the Scheme becomes Effective, it will be binding on all Scheme Shareholders irrespective of whether or not they attend or vote in favour of the Scheme at the Scheme Meeting or in favour of the special resolution to be proposed at the Eaga General Meeting. Prior to the Scheme becoming Effective, Carillion intends to apply to the Financial Services Authority for the listing of Eaga Shares to be cancelled and to the London Stock Exchange for the Eaga Shares to cease to be admitted to trading on the London Stock Exchange's market for listed securities. As part of the Acquisition, it is intended that Eaga be re-registered as a private company on the Effective Date.

20.	The Carillion Prospectus

Carillion will be required to publish the Prospectus in connection with the issue of the New Carillion Shares. The Prospectus will contain information relating to, amongst other things, the Enlarged Group and the New Carillion Shares.

21.	Overseas Persons

The availability of New Carillion Shares under the terms of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Such persons should inform themselves about and observe any applicable requirements. Further details in relation to Overseas Persons will be contained in the Scheme Document.

22.	Documentation

The formal documentation setting out the details of the Acquisition, including the Scheme Document setting out the procedures to be followed to approve the Scheme, with the forms of proxy for use in connection with the Scheme Meeting and the Eaga General Meeting, and the form of election under which Eaga Shareholders can elect to participate in the Share Alternative, together with the Prospectus relating to Carillion and the New Carillion Shares, will be sent to Eaga Shareholders and, for information only, to participants in the Eaga Share Schemes as soon as is reasonably practicable and, in any event, within 28 days of the date of this announcement (or such later date as Carillion and Eaga may, with the consent of the Panel, agree). It is currently expected that such documentation will be sent to Eaga Shareholders and, for information only, to participants in the Eaga Share Schemes by 4 March 2011.

The Scheme Document will include full details of the Scheme, together with notices of the Scheme Meeting and the Eaga General Meeting and the expected timetable, and will specify the necessary action to be taken by the Scheme Shareholders.

23.	Publication on the Carillion and Eaga Websites

24.	Investor and Analyst Presentation

Institutional investors and analysts are invited to attend a presentation at 9:30 a.m. (London time) today at City Presentation Centre, Conference Suite, 4 Chiswell Street, London, EC1Y 4UP.

A telephone dial in facility (+44 (0) 208 515 2302) will be available from 9:30 a.m. for analysts and investors who are unable to attend the presentation. The presentation can be viewed on Carillion's website at www.Carillionplc.com/investors/investors_presentations.asp from 9:15 a.m.

A replay facility is also available following the call on Toll Free UK: 0800 358 3474 - Access Code: 4410376# and Toll Free US: 1 800 406 7325 - Access Code: 4410376#

Enquiries

Carillion

Carillion plc	+44 (0)1902 422431
John McDonough, Chief Executive Officer Richard Adam, Finance Director John Denning, Director Group Corporate Affairs	+44 (0)1902 316426

Lazard (Financial Adviser)	+ 44 (0)20 7187 2000
Nicholas Shott Cyrus Kapadia Vasco Litchfield

Morgan Stanley & Co. International plc (Joint Corporate Broker)	+44 (0)20 7425 8000
Peter Moorhouse Alastair Walmsley

Oriel Securities (Joint Corporate Broker)	+44 (0)20 7710 7600
David Arch Natalie Fortescue

Finsbury (PR Adviser)	+44 (0)20 7251 3801
James Murgatroyd Gordon Simpson


Eaga

Eaga plc	+44 (0) 191 245 8501
Drew Johnson, Chief Executive Officer Giles Sharp, Chief Financial Officer

J.P. Morgan Cazenove (Lead Financial Adviser and Joint Corporate Broker)	+ 44 (0)20 7588 2828
Patrick Magee Dwayne Lysaght Guy Marks Noble Grossart (Financial Adviser) Guy Stenhouse Todd Nugent Brewin Dolphin (Joint Corporate Broker) Graeme Summers Nick Owen Sandy Fraser	+44 (0)13 1226 7011 +44 (0) 20 7248 4400

MHP Communications Andrew Jacques Tim McCall Ian Payne	+44 (0)20 3 128 8100

The sources and bases of information set out in this announcement are contained in Appendix III. The definitions of certain expressions used in this announcement are contained in Appendix IV.

THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OF AN OFFER TO SELL OR ANY INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION PURSUANT TO THE ACQUISITION OR OTHERWISE. ANY ACCEPTANCE OR RESPONSE TO THE ACQUISITION SHOULD BE MADE ONLY ON THE BASIS OF THE INFORMATION REFERRED TO IN THE SCHEME DOCUMENT AND THE PROSPECTUS.

Shareholders of Carillion and Eaga are advised to read carefully the formal documentation in relation to the Acquisition once it has been despatched. The proposals for the Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Any acceptance or other response to the proposals should be made only on the basis of the information in the Scheme Document and the Prospectus. Copies of these documents will, from the date of posting to Eaga Shareholders or Carillion Shareholders (as appropriate), be submitted to the National Storage Mechanism and available for inspection at www.Hemscott.com/nsm.do.

Copies of the Scheme Document and the Prospectus will, from the date of posting to Eaga Shareholders or Carillion Shareholders (as appropriate), be available for inspection by Carillion Shareholders at the offices of Carillion plc, 24 Birch Street, Wolverhampton, WV1 4HY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

Copies of the Scheme Document and the Prospectus will, from the date of posting to Eaga Shareholders or Carillion Shareholders (as appropriate), be available for inspection by Eaga Shareholders at the offices of Eaga plc, Partnership House, Regent Farm Road, Regent Centre, Gosforth, Newcastle Upon Tyne, NE3 3AF during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) and at the offices of DLA Piper UK LLP, 3 Noble Street, London, EC2V 7EE during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted).

Dealing Disclosure Requirements

Overseas Jurisdictions

If the Acquisition is implemented by way of an Offer, it will be made in accordance with the procedural and filing requirements of the US securities laws, to the extent applicable. If the Acquisition is implemented by way of an Offer, the New Carillion Shares to be issued in connection with such offer will not be registered under the US Securities Act or under the securities laws of any state, district or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act or such other securities laws. Carillion does not intend to register any such New Carillion Shares or part thereof in the United States or to conduct a public offering of the New Carillion Shares in the United States.

Forward Looking Statements

APPENDIX I

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE ACQUISITION

The Acquisition will be conditional upon the Scheme becoming unconditional and Effective by no later than the Long Stop Date or such later date (if any) as Carillion and Eaga may, with the consent of the Panel, agree and (if required) the Court may allow.

PART A

Conditions to the Acquisition

1 The Scheme will be subject to the following conditions:

a) its approval by a majority in number representing not less than 75 per cent. in value of the holders of Eaga Shares who are on the register of members of Eaga at the Scheme Voting Record Time, present and voting, whether in person or by proxy, at the Scheme Meeting (or any adjournment thereof) and at any separate class meeting which may be required (or any adjournment thereof);

b) the resolutions required to implement the Scheme being duly passed by the requisite majority or majorities at the Eaga General Meeting (or any adjournment thereof); and

c) the sanction (with or without modification (but subject to such modification being on terms reasonably acceptable to Carillion and Eaga)) of the Scheme and the confirmation of the Capital Reduction by the Court and (i) the delivery of an office copy of each of the Court Orders and the Statement of Capital to the Registrar of Companies; and (ii) if so ordered by the Court in order to take effect, the registration of the Court Order effecting the Capital Reduction and the Statement of Capital by the Registrar of Companies.

2 In addition, Eaga and Carillion have agreed that, subject to the provisions of paragraph 4 below, the Scheme will also be conditional upon, and accordingly the necessary actions to make the Acquisition Effective will only be taken on, the satisfaction or waiver of the following Conditions:

a) no indication having been made by the Office of Fair Trading in the United Kingdom that the Acquisition or any matter arising therefrom or related thereto will be referred to the Competition Commission;

b) in respect of each notice under section 178 of the Financial Services and Markets Act 2000 (as amended, consolidated or replaced from time to time) ("FSMA") (read with the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009) which Carillion, or any parent undertaking of Carillion, is under a duty to give in connection with the acquisition of or increase in control proposed by the Acquisition:

(i) the Financial Services Authority (or any successor authority) (the "FSA") notifies Carillion and each such parent undertaking, pursuant to section 189(4)(a) or 189(7) of FSMA, that it has determined to approve the acquisition of or increase in control by Carillion and each such parent undertaking pursuant to section 185 of FSMA on terms satisfactory to Carillion (acting reasonably); or

(ii) the FSA is treated, under section 189(6) of FSMA, as having approved each such acquisition of or increase in control;

c) the admission to the Official List of the New Carillion Shares to be issued in connection with the Acquisition becoming effective in accordance with the Listing Rules and the admission of such shares to trading becoming effective in accordance with the Admission and Disclosure Standards of the London Stock Exchange or the UKLA having acknowledged to Carillion or its agent (and such acknowledgement not having been withdrawn) that the application for the admission of the New Carillion Shares to the Official List with a premium listing has been approved and will become effective as soon as a dealing notice has been issued by the FSA and any conditions to which such approval is expressed to be subject having been satisfied and an acknowledgement by the London Stock Exchange that the New Carillion Shares will be admitted to trading (and such acknowledgement not having been withdrawn);

d) except as (i) publicly announced via a Regulatory Information Service by or on behalf of Eaga prior to 11 February 2011, (ii) disclosed in the annual report and accounts of Eaga for the financial year ended 31 May 2010, (iii) disclosed in the interim report of Eaga for the six months ended 30 November 2010 or (iv) as fairly disclosed in writing by or on behalf of Eaga to Carillion or its advisers prior to 11 February 2011, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the wider Eaga Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, which in consequence of the Acquisition or the proposed acquisition of any shares or other securities in Eaga by the Carillion Group or because of a change in the control or management of Eaga or otherwise, would reasonably be expected to result (in each case to an extent which is material in the context of the wider Eaga Group as a whole or the wider Carillion Group as a whole) in:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or adversely modified or affected or any obligation or liability arising or any adverse action being taken thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged otherwise than in the ordinary course of business;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any such member or its financial or trading position being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit or other instrument to which any member of the wider Eaga Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would result in or would reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this paragraph 2(d) (in each case to an extent which is material in the context of the wider Eaga Group as a whole);

e) no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction, except for the Office of Fair Trading, (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted or made any statute, regulation, decision or order, or having taken any other steps which would or would reasonably be expected to (in each case to an extent which is material in the context of the wider Eaga Group as a whole or, as the case may be, wider Carillion Group as a whole):

(i) require, prevent or delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the wider Carillion Group or any member of the wider Eaga Group of all or any portion of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any material part thereof;

(ii) require, prevent or delay the divestiture by any member of the wider Carillion Group of any shares or other securities in Eaga;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the wider Carillion Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in any member of the wider Eaga Group or the wider Carillion Group or to exercise management control over any such member;

(iv) otherwise materially adversely affect the business, assets or profits of any member of the wider Carillion Group or of any member of the wider Eaga Group;

(v) make the Acquisition or its implementation or the acquisition or proposed acquisition by Carillion or any member of the wider Carillion Group of any shares or other securities in, or control of Eaga void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise materially interfere with the same, or impose material additional conditions or obligations with respect thereto, or otherwise challenge or materially interfere therewith;

(vi) except if Carillion elects to implement the Acquisition by way of an Offer, in respect of the 'squeeze out' procedure in accordance with the provisions of Chapter 3 of Part 28 of the Companies Act 2006, require any member of the wider Carillion Group or the wider Eaga Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the wider Eaga Group or the wider Carillion Group owned by any third party;

(vii) result in any member of the wider Eaga Group ceasing to be able to carry on business under any name under which it presently does so;

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition or proposed acquisition of any Eaga Shares having expired, lapsed or been terminated;

f) all necessary filings or applications having been made in connection with the Acquisition and all statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Acquisition or the acquisition by any member of the wider Carillion Group of any shares or other securities in, or control of, Eaga and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (collectively "Consents") reasonably deemed necessary for or in respect of, the Acquisition or the proposed acquisition of any shares or other securities in, or control of, Eaga by any member of the wider Carillion Group having been obtained in terms and in a form reasonably satisfactory to Carillion from all appropriate Third Parties or persons with whom any member of the wider Eaga Group has entered into contractual arrangements in each case where the absence of such Consent would have a material adverse effect on the wider Carillion Group taken as a whole and all such Consents together with all material Consents reasonably necessary to carry on the business of any member of the wider Eaga Group which is material remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Acquisition otherwise becomes Effective and all necessary statutory or regulatory obligations in any jurisdiction having been complied with in all material respects;

g) except as (i) publicly announced via a Regulatory Information Service by or on behalf of Eaga prior to 11 February 2011, (ii) disclosed in the annual report and accounts of Eaga for the financial year ended 31 May 2010, (iii) disclosed in the interim report of Eaga for the six months ended 30 November 2010 or (iv) as fairly disclosed in writing by or on behalf of Eaga to Carillion or its advisers prior to 11 February 2011, no member of the wider Eaga Group having, since 31 May 2010:

(i) save as between Eaga and wholly-owned subsidiaries of Eaga or for Eaga Shares issued pursuant to the exercise of options granted or vesting of awards made under the Eaga Share Schemes or save in respect of the Solar PV Project, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Eaga and wholly-owned subsidiaries of Eaga or for the grant of options or making of awards under the Eaga Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible or exchangeable into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) save for intra-Eaga Group transactions or save in respect of the Solar PV Project, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) or authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest, in each case, other than in the ordinary course of business and to an extent which is material in the context of the wider Eaga Group taken as a whole;

(iv) save for intra-Eaga Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(v) save for intra-Eaga Group transactions, issued, authorised or proposed the issue of any debentures or save for intra-Eaga Group transactions and/or save in the ordinary course of business, incurred or increased any indebtedness or become subject to any guarantee or contingent liability to an extent which is material in the context of the wider Eaga Group taken as a whole;

(vi) save for intra-Eaga Group transactions purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in subparagraph g(i) above, made any other change to any part of its share capital;

(vii) save in respect of the Solar PV Project, implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which in each case is material in the context of the Eaga Group taken as a whole or entered into or changed the terms of any contract with any director of or senior executive of the Eaga Group;

(viii) save in respect of the Solar PV Project, entered into or varied or authorised, proposed or announced its intention to enter into or vary any contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or would be reasonably likely to be materially restrictive on the businesses of the wider Eaga Group or the wider Carillion Group taken as a whole or which involves or is reasonably likely to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business, and in each such case is or would be reasonably likely to be material in the context of the wider Eaga Group taken as a whole;

(ix) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed which in each case is material in the context of the wider Eaga Group taken as a whole;

(x) waived or compromised any claim otherwise than in the ordinary course of business which is in each case material in the context of the wider Eaga Group as a whole; or

(xi) save in respect of the Solar PV Project, entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition (g), and, for the purposes the phrase "intra-Eaga Group" used in of paragraphs (iii), (iv), (v) and (vi) of this condition (g), the term "Eaga Group" shall mean Eaga and its wholly-owned subsidiaries;

h) except as (i) publicly announced via a Regulatory Information Service by or on behalf of Eaga prior to 11 February 2011, (ii) disclosed in the annual report and accounts of Eaga for the financial year ended 31 May 2010, (iii) disclosed in the interim report of Eaga for the six months ended 30 November 2010 or (iv) as fairly disclosed in writing by or on behalf of Eaga to Carillion or its advisers prior to 11 February 2011:

(i) no material adverse change or deterioration having occurred in the business, assets, financial or trading position or profits of the wider Eaga Group taken as a whole;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the wider Eaga Group is or may become a party (whether as a claimant, defendant or otherwise) and no investigation by any Third Party against or in respect of any member of the wider Eaga Group having been instituted, announced or threatened in writing by or against or remaining outstanding in respect of any member of the wider Eaga Group which in any such case would have or would reasonably be expected to have a material adverse effect on the wider Eaga Group as a whole;

(iii) no contingent or other liability having arisen which would have or would reasonably be expected to have a material adverse effect on the wider Eaga Group as a whole;

(iv) no steps having been taken which are reasonably likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the wider Eaga Group which is necessary for the proper carrying on of its business and the absence of which in any case would have or would reasonably be expected to have a material adverse effect on the wider Eaga Group as a whole;

i) except as (i) publicly announced via a Regulatory Information Service by or on behalf of Eaga prior to 11 February 2011, (ii) disclosed in the annual report and accounts of Eaga for the financial year ended 31 May 2010, (iii) disclosed in the interim report of Eaga for the six months ended 30 November 2010 or (iv) as fairly disclosed in writing by or on behalf of Eaga to Carillion or its advisers prior to 11 February 2011, Carillion not having discovered:

(i) that any financial, business or other information concerning the wider Eaga Group as contained in the information publicly disclosed at any time by or on behalf of any member of the wider Eaga Group is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not materially misleading and which was not subsequently corrected before 11 February 2011 by public disclosure; or

(ii) that any member of the wider Eaga Group is subject to any liability (contingent or otherwise) which is material in the context of the wider Eaga Group as a whole;

j) Carillion not having discovered that:

(i) any past or present member of the wider Eaga Group has failed to comply with any and/or all applicable legislation or regulation, of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the wider Eaga Group and which is material in the context of the wider Eaga Group as a whole; or

(ii) there is, or is likely to be, for that or any other reason whatsoever, any material liability (actual or contingent) of any past or present member of the wider Eaga Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the wider Eaga Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the wider Eaga Group as a whole.

3 For the purposes of these conditions the "wider Eaga Group" means Eaga and its subsidiary undertakings, associated undertakings and any other undertaking in which Eaga and/or such undertakings (aggregating their interests) have a significant interest and the "wider Carillion Group" means Carillion and its subsidiary undertakings, associated undertakings and any other undertaking in which Carillion and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking", and "undertaking" have the meanings given by the Companies Act 2006 and "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in ten per cent. or more of the equity share capital (as defined in the Companies Act 2006).

4 Subject to the requirements of the Panel, Carillion reserves the right to waive, in whole or in part, all or any of the above conditions, except conditions 1 and 2(c).

5 If Carillion is required by the Panel to make an offer for Eaga Shares under the provisions of Rule 9 of the City Code, Carillion may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

6 Unless the Panel otherwise consents, the Acquisition will not proceed and the Scheme will not become effective if, after the date of this announcement and before the Eaga General Meeting, the Acquisition is referred to the Competition Commission.

7 The Acquisition will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out in this announcement and in the formal Scheme Document and related form of election.

PART B

Certain further terms of the Acquisition

1 Fractions of New Carillion Shares will not be allotted or issued pursuant to the Acquisition. Fractional entitlements will be aggregated and sold in the market, and the net proceeds of sale will be distributed pro rata to persons entitled thereto.

2 Subject to the consent of the Panel (if applicable), Carillion reserves the right to elect to implement the Acquisition by way of an Offer. In such event, the Acquisition will be implemented on the same terms (with such amendments as may be necessary or as may be required to incorporate an acceptance condition set at 90 per cent. of the shares to which the Acquisition relates or such other percentage as may be required by the Panel and subject to the availability of an exemption (if required) from the registration requirements of the US Securities Act and such amendments (if any) that Carillion deems necessary in connection with US securities laws), so far as applicable, as those which would apply to the implementation of the Acquisition by means of the Scheme.

3 This announcement is not an offer of securities for sale in the United States and the New Carillion Shares, which will be issued in connection with the Acquisition, have not been, and will not be, registered under the US Securities Act or under the securities law of any state, district or other jurisdiction of the United States, Australia, Canada or Japan and no regulatory clearance in respect of the New Carillion Shares has been, or will be, applied for in any jurisdiction other than the UK. The New Carillion Shares may not be offered or sold in the United States absent registration under the US Securities Act or an exemption from registration. It is expected that the New Carillion Shares will be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (for the purposes of the US Securities Act) of Carillion or Eaga prior to, or of Carillion after, the Effective Date will be subject to certain transfer restrictions relating to the New Carillion Shares received in connection with the Acquisition.

4 Eaga Shares which will be acquired pursuant to the Acquisition will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement other than the Interim Dividend of 1.21 pence per Eaga Share which will be payable on 18 March 2011 to Eaga Shareholders on the register at 18 February 2011.

APPENDIX II

PROFIT ESTIMATE

The key basis of preparation of the profit estimate is as follows:

· the unaudited interim financial statements of Carillion for the six months ended 30 June 2010; and

· the unaudited management accounts of Carillion for the six month period ended 31 December 2010.

The accounting policies adopted in preparing the profit estimate are consistent with those normally adopted by Carillion.

There have been no new changes or amendments to the accounting policies since 30 June 2010. The accounting policies adopted by Carillion in 2010 can be seen in its published interim statement of results for the six months ended 30 June 2010.

The Directors

Carillion plc

24 Birch Street

Wolverhampton

WV1 4HY

Lazard & Co., Limited

50 Stratton Street

London

W1J 8LL

11 February 2011

Dear Sirs

Carillion plc

We report on the profit estimate comprising the estimated growth in underlying earnings per share of Carillion plc ("the Company") and its subsidiaries ("the Group") for the year ending 31 December 2010 (the "Profit Estimate"). Underlying earnings are defined as profit after tax from continuing operations but before amortisation of intangibles (arising from business combinations), goodwill impairment, reorganisation costs and non operating items). The Profit Estimate, and the basis on which it is prepared, is set out on page 42 of the Rule 2.5 Announcement ("the Rule 2.5 Announcement"). This report is required by Rule 28.3(b) of the City Code on Takeovers and Mergers ("the City Code") and is given for the purpose of complying with that rule and for no other purpose.

Responsibilities

It is the responsibility of the directors of the Company ("the Directors") to prepare the Profit Estimate in accordance with the requirements of the City Code.

It is our responsibility to form an opinion as required by the City Code as to the proper compilation of the Profit Estimate and to report that opinion to you.

Save for any responsibility which we may have to those persons to whom this report is expressly addressed, 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 Rule 28.4 of the City Code, consenting to its inclusion in the Rule 2.5 Announcement.

Basis of Preparation of the Profit Estimate

The Profit Estimate has been prepared on the basis stated on page 42 of the Rule 2.5 Announcement and is based on the unaudited interim financial results for the six months ended 30 June 2010, and the unaudited management accounts for the six months ended 31 December 2010. The Profit Estimate is required to be presented on a basis consistent with the accounting policies of the Group.

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 evaluating the basis on which the historical financial information included in the Profit Estimate has been prepared and considering whether the Profit Estimate has been accurately computed using that information and whether the basis of accounting used is consistent with the accounting policies of the Group.

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 Profit Estimate has been properly compiled on the basis stated.

However, the Profit Estimate has not been audited. The actual results reported, therefore, may be affected by revisions required to accounting estimates due to changes in circumstances, the impact of unforeseen events and the correction of errors in the management accounts. Consequently, we can express no opinion as to whether the actual results achieved will correspond to those shown in the Profit Estimate and differences may be material.

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 Profit Estimate, so far as the accounting policies and calculations are concerned, has been properly compiled on the basis stated and the basis of accounting used is consistent with the accounting policies of the Group.

Yours faithfully

KPMG Audit PIc

The Directors

Carillion plc

24 Birch Street

Wolverhampton

WV1 4HY

11 February 2011

Dear Sirs

Carillion plc's offer for Eaga plc

We refer to the estimate made by Carillion plc ("Carillion") in the Rule 2.5 Announcement dated 11 February 2011, a copy of which is attached to this letter, comprising an estimate of the profit for the group for the year ending 31 December 2010 (the "Profit Estimate").

We have discussed the Profit Estimate and the bases and assumptions on which it has been prepared with you as directors of Carillion (the "Directors") and with KPMG Audit Plc, Carillion's auditors. You have confirmed to us that all information relevant to the Profit Estimate has been disclosed to us. We have relied on the accuracy and completeness of all such information and have assumed such accuracy and completeness for the purposes of providing this letter to you. We have also discussed the accounting policies and basis of calculation for the Profit Estimate with KPMG Audit Plc and we have considered their letter dated 11 February 2011 addressed to you and us on this matter.

On the basis of the foregoing, we consider that the Profit Estimate, for which you as Directors are solely responsible, has been compiled with due care and consideration by the Directors.

This letter is provided to you solely in connection with Rule 28.3(b) of the City Code on Takeovers and Mergers and for no other purpose.

Accordingly, save for any responsibility which we may have to those persons to whom this letter is expressly addressed, to the fullest extent permitted by law we do not assume any responsibility and will not accept any liability to any person for any loss suffered by any such person as a result of, or in connection with, this letter.

Yours faithfully,

For and on behalf of

Lazard & Co., Limited

Vasco Litchfield

Director

APPENDIX III

SOURCES AND BASES

1.	Unless otherwise stated:

	*	financial information relating to Carillion has been extracted or provided (without material adjustment) from the audited annual report and accounts for Carillion for the year ended 31 December 2009 reported under IFRS; and

	*	financial information relating to Eaga has been extracted or provided (without material adjustment) from the audited annual report and accounts for Eaga for the year ended 31 May 2010 reported under IFRS and the unaudited interim financial statements for Eaga for the six months ended 30 November 2010.

2.	As at the close of business on 10 February 2011, Carillion had in issue 399,641,437 ordinary shares of 50 pence each; and Eaga had in issue 251,408,802 ordinary shares of 0.1 pence each.

3.	The Acquisition value is calculated:
	*	by reference to the Acquisition cash consideration, together with the Interim Dividend, of 120 pence per Eaga Share; and

	*	on the basis of the issued and to be issued share capital of Eaga referred to in paragraph 5 below.

4.	The maximum number of New Carillion Shares to be issued pursuant to the Acquisition is 31,508,968 New Carillion Shares (which represents approximately 40 per cent. of the total value of the cash consideration for the Acquisition based on a valuation of the New Carillion Shares of 385.2 pence per share (being the Closing Price on 10 February 2011, the last Business Day before this announcement)).

5.	The issued and to be issued share capital of Eaga is calculated on the basis of:

	*	the number of issued Eaga Shares on 10 February 2011, the last Business Day prior to the date of this announcement, being 251,408,802 Eaga Shares; and

	*	any further Eaga Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards under the Eaga Share Schemes, which options or awards have been granted on or before the date of this announcement, amounting in aggregate to 4,026,308 Eaga Shares (on the basis that this number excludes the number of Eaga Shares which will be transferred to individuals by the Eaga plc Employee Share Ownership Trust and/or the ePTs on the vesting of such awards or exercise of such options).

6.	The expected synergies have been calculated on the basis of the existing cost and operating structures of the Carillion and Eaga businesses. This statement of estimated synergies and one-off costs for achieving them relate to future actions and circumstances which, by their nature, involve risks, uncertainties and other factors. As a result, the synergies referred to in this announcement may not be achieved, or those achieved could be materially different from those estimated. This statement is not intended to be a profit forecast and should not be interpreted to mean that the earnings per share in 2011, 2012 or in any subsequent financial period, would necessarily match or be greater than those for the relevant preceding financial period.

7.	The statement that the Acquisition is expected to be immediately earnings enhancing even before synergies for Carillion relates to future actions and circumstances, which, by their nature, involve risks, uncertainties and other factors. This statement does not constitute a profit forecast and should not be interpreted to mean that earnings for that year or any subsequent financial period would necessarily match or be greater than those for any preceding financial period. Earnings in this context represent net after tax earnings before intangible amortisation, non-recurring operating items and non-operating items.

8.	For the purposes of this announcement, net debt / cash represents total debt, excluding finance leases, less total cash balances (including cash in joint ventures).

9.	Underlying earnings means before intangible amortisation, non-recurring operating items and non-operating items.

APPENDIX IV

DEFINITIONS

In this announcement, the following definitions apply unless the context requires otherwise:

"Acquisition"	the proposed acquisition by Carillion of the entire issued and to be issued ordinary share capital of Eaga to be implemented by means of the Scheme or, if Carillion so determines in its absolute discretion (subject to the consent of the Panel), by means of an Offer

"Business Day"	any day on which banks are generally open in England and Wales for the transaction of business, other than a Saturday, Sunday or public holiday

"BPO"	business process outsourcing services

"Brewin Dolphin"	Brewin Dolphin Limited

"Capital Reduction"	the proposed reduction of the share capital of Eaga pursuant to the Scheme

"Capital Reduction Hearing"	the hearing by the Court to confirm the Capital Reduction

"Carillion"	Carillion plc, registered in England and Wales (no. 03782379)

"Carillion Board"	the board of Carillion Directors

"Carillion Directors"	the directors of Carillion

"Carillion Group"	Carillion and its subsidiary undertakings

"Carillion Shareholders"	holders of Carillion Shares

"Carillion Shares"	ordinary shares of 50 pence each in the capital of Carillion

"CERT"	carbon emission reduction target

"CESP"	community energy savings programme

"City Code" or "Code"	the City Code on Takeovers and Mergers

"Closing Price"	the closing middle market price of a relevant share, as derived from SEDOL on any particular day

"Companies Act 2006"	the Companies Act 2006, and shall be construed as a reference to it as it may from time to time be amended, modified or re-enacted

"Conditions"	the conditions to the Acquisition and the Scheme set out in Appendix I of this announcement

"Court"	the High Court of Justice in England and Wales

"Court Orders"	the Scheme Court Order and the Reduction Court Order

"CREST"	the system for the paperless settlement of trades in securities and the holding of uncertificated securities operated by Euroclear in accordance with the Uncertificated Securities Regulations 2001

"Eaga"	Eaga plc, registered in England and Wales (no. 03858865)

"Eaga Board" or "Board of Eaga"	the board of Eaga Directors

"Eaga Directors"	the directors of Eaga

"Eaga General Meeting"	the general meeting of the Eaga Shareholders (and any adjournment thereof) convened for the purposes of considering and, if thought fit, approving certain resolutions in connection with the Scheme

"Eaga Group"	Eaga and its subsidiary undertakings

"Eaga Ordinary Shares"	ordinary shares of 0.1 pence each in the capital of Eaga

"Eaga Shareholders"	holders of Eaga Shares

"Eaga Shares"	(i) prior to the Reorganisation Record Time, Eaga Ordinary Shares and (ii) after the Reduction Record Time, the shares in the capital of Eaga as reclassified

"Eaga Share Schemes"	the Eaga 2008 International Partners Share Incentive Plan, the Eaga Management Incentive Plan 2007, the Eaga HMRC Approved Employee Share Incentive Plan 2008 and the Eaga 2010 Executive Plan Options

"Effective"	in the context of the Acquisition:
	(i)	if the Acquisition is implemented by way of the Scheme, the Scheme having become effective pursuant to its terms; or
	(ii)	if the Acquisition is implemented by way of an Offer, such Offer having been declared or become unconditional in all respects in accordance with its terms

"Effective Date"	the date on which the Acquisition becomes Effective

"Enlarged Group"	the Carillion Group (including the Eaga Group) following the Effective Date

"ePTs"	together, Eaga Partnership Trustee Limited and Eaga Partnership Trustee Two Limited

"Euroclear"	Euroclear UK & Ireland Limited

"Facility Agreement"	means the £737,500,000 multicurrency revolving credit facility agreement between, among others, Carillion, Barclays Bank PLC, Bayerische Landesbank, London Branch, HSBC Bank plc, Lloyds TSB Bank plc and The Royal Bank of Scotland plc (as mandated lead managers), and Lloyds TSB Bank plc (as agent) entered into on 4 February 2011;

"FSA"	the Financial Services Authority

"FSMA"	Financial Services and Markets Act 2000 (as amended)

"Fuel Poverty"	where a household needs to spend 10 per cent. or more of its gross income to meet fuel costs

"Green Deal"	the framework initiative enabling private firms to offer consumers energy efficiency improvements to their homes, community spaces and businesses at no upfront cost, and the ability to recoup payments through a charge in instalments on such consumers' energy bills, set out in the Energy Bill which was introduced to Parliament on 8 December 2010 by the Department of Energy & Climate Change

"Implementation Agreement"	the agreement dated 11 February 2011 between Carillion and Eaga in relation to the implementation of the Acquisition

"Interim Dividend"	the interim dividend of 1.21 pence per Eaga Share, as announced in Eaga's half-year results statement on 27 January 2011 and payable as at 18 March 2011 to Eaga Shareholders on the register of members on 18 March 2011

"Independent Competing Transaction"	means: (i) a proposed offer, merger, acquisition, scheme of arrangement, recapitalisation or other business combination which, if accepted in full, would result in the offeror holding shares carrying over 50 per cent. of the voting rights of Eaga, and which is made by or with a party which is not acting in concert with Carillion; (ii) an offer, proposal or approach from any party to acquire all or a substantial part or value of the assets of Eaga; or (iii) an offer, proposal or approach from any party with a view to undertaking a transaction which would be conditional on Eaga no longer proceeding with the Acquisition

"J.P. Morgan Cazenove"	J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove
"Lazard"	Lazard & Co., Limited

"Listing Rules"	the rules and regulations made by the UKLA under FSMA and contained in the UKLA's publication of the same name, as amended from time to time

"London Stock Exchange"	London Stock Exchange plc, together with any successors thereto

"Long Stop Date"	the date falling 150 days from the date of the Scheme Document

"Meetings"	the Scheme Meeting and the Eaga General Meeting

"New Carillion Shares"	the Carillion Shares proposed to be issued and credited as fully paid pursuant to the Scheme

"Noble Grossart"	Noble Grossart Limited

"Offer"	a takeover offer as that term is defined in section 974 of the Companies Act 2006

"Official List"	the official list maintained by the UKLA

"Overseas Persons"	Scheme Shareholders who are resident in, ordinarily resident in, or citizens of, jurisdictions outside the United Kingdom where, as relevant, the Share Alternative would be a contravention of applicable law

"Panel"	the Panel on Takeovers and Mergers

"Pounds", "pence" and "£"	the lawful currency of the United Kingdom

"Prospectus"	the prospectus to be published by Carillion in connection with the Acquisition and containing information on, amongst other things, Carillion, the Enlarged Group and the New Carillion Shares

"Record Date"	the record date to be determined by Carillion as the date of the register of Carillion Shareholders for recipients of any final dividend, for the year ended 31 December 2010, that may be paid by Carillion to its shareholders

"Reduction Court Order"	the order of the Court confirming the Capital Reduction under section 648 of the Companies Act 2006 and authorising the re-registration of Eaga as a private limited company under section 651 of the Companies Act 2006

"Reduction Record Time"	the time and date specified as such in the Scheme Document, expected to be 6.00 p.m. on the Business Day immediately preceding the date on which the Reduction Court Order is made

"Registrar of Companies"	the Registrar of Companies in England and Wales, within the meaning of the Companies Act 2006

"Regulatory Information Service"	a "Regulatory Information Service" as defined in the Listing Rules

"Renewable Heat Incentive"	the Government-backed scheme (which is expected to be launched in June 2011) that is designed to provide financial support to individuals, communities and businesses in order to encourage them to switch from using fossil fuel for heating to renewable fuels

"Scheme"	the proposed scheme of arrangement under Part 26 of the Companies Act 2006 between Eaga and the Scheme Shareholders, the terms of which are to be set out in the Scheme Document, with or subject to any modification, addiction or condition thereto approved or imposed by the Court and agreed to by Eaga and Carillion

"Scheme Court Hearing"	the hearing by the Court to sanction the Scheme

"Scheme Court Order"	the order of the Court sanctioning the Scheme under Part 26 of the Companies Act 2006

"Scheme Document"	the document to be dispatched to Scheme Shareholders in relation to the Scheme comprising the particulars required by Part 26 of the Companies Act 2006

"Scheme Meeting"	the meeting of Scheme Shareholders to be convened by order of the Court under Part 26 of the Companies Act 2006 to consider and, if thought fit, approve the Scheme (with or without amendment), and any adjournment thereof

"Scheme Shareholders"	holders of Scheme Shares

"Scheme Shares"	the Eaga Shares:
	(i)		in issue at the date of the Scheme Document;
	(ii)		issued after the date of the Scheme Document and before the Scheme Voting Record Time; and
	(iii)		issued at or after the Scheme Voting Record Time and before the Reduction Record Time on terms that the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme
	in each case other than Eaga Shares (if any) beneficially owned by the Carillion Group

"Scheme Voting Record Time"	the time and date specified in the Scheme Document by reference to which entitlement to vote on the Scheme will be determined, expected to be 6.00 p.m. on the day which is two days before the Scheme Meeting or, if the Scheme Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned Scheme Meeting

"Share Alternative"	the alternative whereby Eaga Shareholders (other than certain Overseas Persons) may elect to receive New Carillion Shares instead of all or part of the cash consideration which they would otherwise be entitled to receive under the Acquisition, as referred to in paragraph 12 of this announcement

"SEDOL"	the London Stock Exchange Daily Official List

"Solar PV Project"	Eaga Group's project to install Solar PV in the social housing sector

"Statement of Capital"	the statement of capital (approved by the Court) showing with respect to Eaga's share capital, as altered by the Reduction Court Order, the information required by section 649 of the Companies Act 2006

"subsidiary", "subsidiary undertaking" and "undertaking"	have the meanings ascribed to them under the Companies Act 2006

"UKLA"	the UK Listing Authority, being the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of FSMA

"United Kingdom" or "UK"	United Kingdom of Great Britain and Northern Ireland

"United States", "US" or "USA"	the United States of America, its territories and possessions, any State of the United States of America and the District of Columbia

"US Securities Act"	the United States Securities Act of 1933 (as amended)

"Warm Front"	the Government-funded scheme providing heating and insulation grants to households on qualifying income and disability related benefits in order to alleviate Fuel Poverty

Unless otherwise stated, all times referred to in this announcement are references to the time in London.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

^{^[i]} After jointly controlled entities' taxation and before intangible amortisation, impairment of goodwill and other investments, non-recurring operating items and non-operating items.

^{^[ii]} Before intangible amortisation, non-recurring operating items and non-operating items.

^{^[iii]} Comprises profit before tax, interest, amortisation of intangible assets, EPT-funded charges and exceptional costs.

^{^[iv]} Adjusted for amortisation of intangible assets, EPT-funded charges, exceptional costs and related tax adjustments.

^{^[v]} Comprises profit before, tax, interest, amortisation of intangible assets, EPT-funded charges, exceptional costs and solar PV development costs.

^{^[vi]} Adjusted for amortisation of intangible assets, EPT-funded charges, exceptional costs, solar PV development costs and related tax.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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Carillion (CLLN)

Monday, 22nd July 2024

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Recommended Cash Acquisition

Creates a scalable platform to build the UK's largest independent Energy Services provider.

The ePTs have irrevocably undertaken to elect for the Share Alternative in respect of all the cash to which they would be entitled under the Acquisition, underpinning their long-term commitment to continue as important stakeholders in the Enlarged Group.

Creates a Platform to Build the UK's Largest Independent Energy Services Provider

Eaga provides Carillion with a leading position in low carbon and energy efficiency markets, with a primary focus on combating Fuel Poverty, strong relationships across local authority and utilities customers in the UK, and a market-leading delivery capability; and

Eaga provides Carillion with an established presence across a wide range of energy services markets and is expected to enhance the growth prospects for the Enlarged Group in new areas. These new areas include:

providing a broader range of support services to Eaga's local authority and registered social landlord customer base; and

Synergies

Implementation Agreement

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