Rights Issue Placement
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 CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
14 September 2007
Costain Group PLC
Rights Issue - Successful Placement of RIGHTS OVER NEW ORDINARY SHARES
Following Costain Group PLC's ('Costain') announcement earlier today relating to
the issue of 267,923,469 new ordinary shares (the 'New Ordinary Shares') under a
3 for 4 rights issue (the 'Rights Issue'), Costain announces that Daedalus
Projects Limited ('Daedalus'), has agreed, conditional inter alia on the
admission of the New Ordinary Shares, nil paid, to the Official List and to
trading on the main market for listed securities of the London Stock Exchange,
to sell rights over 81,261,941 New Ordinary Shares ('Daedalus Rights'),
representing 30.3% of the New Ordinary Shares issuable under the Rights Issue,
to Dresdner Kleinwort Securities Limited ('Dresdner') at 3.7857p per Daedalus
Right to raise £3.1 million. Daedalus will use these proceeds to fund the take
up of its remaining entitlement to subscribe for 12,753,964 New Ordinary Shares
at the issue price of 24p under the terms of the Rights Issue.
Dresdner has agreed to pay the 24p call on, and take up, the 81,261,941 Daedalus
Rights in full and sell 45,681,941 of such rights, fully paid, to Arbuthnot
Securities Limited at 27.7857p per Daedalus Right.
With the exception of a small number of rights reserved for market making
purposes, Dresdner and Arbuthnot have placed all of the fully paid Daedalus
Rights with investors.
Prior to the Rights Issue, Daedalus held 35.1 per cent. of Costain's issued
ordinary share capital. Following the Rights Issue Daedalus is expected to hold
22.1 per cent. of the enlarged issued ordinary share capital.
Contacts:
Costain Group PLC Tel: 020 7705 8444
Andrew Wyllie, Group Chief Executive
Tony Bickerstaff, Group Finance Director
Hawkpoint Partners Limited (Financial adviser and Sponsor) Tel: 020 7665 4500
Christopher Kemball
Chris Robinson
Arbuthnot Securities Limited (Joint broker to Costain) Tel: 020 7012 2000
James Steel
Richard Dunn
Dresdner Kleinwort Limited (Joint broker to Costain) Tel: 020 7623 8000
Charles Batten
Michael Covington
College Hill (PR advisers) Tel: 020 7457 2020
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 Securities Limited, which is authorised and regulated by the
Financial Services Authority, is acting for Costain and for no one else in
connection with the matters described in this announcement and will not be
responsible to anyone other than Costain for providing the protections afforded
to customers of Dresdner Kleinwort Securities Limited, or for affording advice
in relation to the contents of this announcement or any other matter referred to
herein.
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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