Re Rights Issue

Costain Group PLC
14 September 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO, THE UNITED STATES, CANADA, FRANCE, JAPAN, MALAYSIA, NEW
ZEALAND, SOUTH AFRICA OR SWITZERLAND OR IN OR INTO ANY JURISDICTION WHERE TO DO
SO WOULD BREACH ANY APPLICABLE LAW.







Costain Group plc ('Costain')



PUBLICATION OF PROSPECTUs







Further to the announcement made earlier today, Costain announces that the
prospectus (the 'Prospectus') in connection with the three for four rights issue
(the 'Rights Issue') of new ordinary shares (the 'New Ordinary Shares') to raise
approximately £60 million (net of expenses) at an issue price of 24 pence per
New Ordinary Share is being posted today.



Costain shareholders (subject to certain exceptions) will be mailed a Prospectus
(which includes notice of an extraordinary general meeting (the 'Extraordinary
General Meeting') to be held at 10:30am on 2 October 2007 in connection with the
Rights Issue) and a form of proxy (the 'Form of Proxy') in respect of the
Extraordinary General Meeting.



Copies of the Prospectus and Form of Proxy will be available in due course from
the Company's website at www.costain.com, and will be available for inspection
during normal business hours on Monday to Friday each week (public holidays
excepted) from and including the date of publication of the Prospectus until 26
October 2007, at the registered office of Costain at Costain House, Nicholsons
Walk, Maidenhead, Berkshire SL6 1LN. Copies of the Prospectus will be made
available free of charge upon request.



In addition, the Prospectus and Form of Proxy will shortly be available for
inspection at the UK Listing Authority's Document Viewing Facility at the
Financial Services Authority, 25 North Colonnade, Canary Wharf, London, E14 5HS.

                                                               14 September 2007

Contacts:

Costain Group PLC                                                               Tel:      [phone]

Andrew Wyllie, Group Chief Executive

Tony Bickerstaff, Group Finance Director

Hawkpoint Partners Limited (Financial adviser and Sponsor)                      Tel:      [phone]

Christopher Kemball

Chris Robinson

Arbuthnot Securities Limited (Joint broker to Costain)                          Tel:      [phone]

James Steel

Richard Dunn

Dresdner Kleinwort Limited (Joint broker to Costain)                            Tel:      [phone]

Charles Batten

Michael Covington

College Hill (PR advisers)                                                      Tel:      [phone]

Mark Garraway

Matthew Gregorowski



Hawkpoint Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting as financial adviser and
sponsor to Costain and is acting for no one else in connection with the Rights
Issue and will not be responsible to anyone other than Costain for providing the
protections afforded to clients of Hawkpoint Partners Limited, nor for providing
advice in connection to the Rights Issue or any other matter referred to herein.




Arbuthnot Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Costain
and for no one else in connection with matters described in this announcement
and is not advising any other person or treating any other person as its client
in relation to matters described in this announcement and will not be
responsible to anyone other than Costain for providing the protections afforded
to clients of Arbuthnot Securities Limited, or for giving advice to any other
person in relation to the contents of this announcement or any other matter
referred to in this announcement.



Dresdner Kleinwort Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Costain
and for no one else in connection with matters described in this announcement
and is not advising any other person or treating any other person as its client
in relation to matters described in this announcement and will not be
responsible to anyone other than Costain for providing the protections afforded
to clients of Dresdner Kleinwort Limited, or for giving advice to any other
person in relation to the contents of this announcement or any other matter
referred to in this announcement.



This announcement does not constitute an offer to sell or the solicitation of an
offer to acquire or subscribe for New Ordinary Shares.  The offer to acquire New
Ordinary Shares pursuant to the proposed Rights Issue will be made solely on the
basis of the information contained in the Prospectus.



This announcement is not an offer of securities for sale in, into or from the
United States, Canada, France, Japan, Malaysia, New Zealand, South Africa or
Switzerland.  The New Ordinary Shares have not been and will not be registered
under the US Securities Act of 1933 (as amended) or under any relevant
securities laws of any state or other jurisdiction of the United States, and
will not qualify for distribution under any of the relevant securities laws of
Canada, France, Japan, Malaysia, New Zealand, South Africa or Switzerland.
Accordingly, the New Ordinary Shares may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly,
within the United States (absent registration or an applicable exemption from
registration) or within Canada, France, Japan, Malaysia, New Zealand, South
Africa or Switzerland.




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