Rights Issue

Costain Group PLC
26 October 2007


26 October 2007


COSTAIN GROUP PLC
Rights Issue - 92.5 per cent. acceptances

Costain Group PLC today announces that as at 11.00 a.m. on 25 October 2007, the
latest time and date for acceptance and payment in full for the New Ordinary
Shares under the terms of the 3 for 4 Rights Issue announced on 14 September
2007, valid acceptances had been received in respect of 247,772,622 New Ordinary
Shares, representing approximately 92.5 per cent. of the total number of New
Ordinary Shares offered to Shareholders.


In accordance with the arrangements set out in Part II of the Prospectus dated
14 September 2007 and on the basis of the terms and conditions sent to placees,
Dresdner Kleinwort Securities Limited (an affiliate of Dresdner Bank AG, London
Branch) and Arbuthnot Securities Limited will be seeking acquirers for the
remaining 20,150,847 New Ordinary Shares for which valid acceptances were not
received.  The net proceeds from the sale of these shares, after deduction of
the Rights Issue Price of 24 pence per New Ordinary Share and the expenses of
procuring acquirers (including any related commissions and amounts in respect of
VAT which are not recoverable), will be paid to Shareholders that have not taken
up their entitlements pro rata to their lapsed provisional allotments provided
that individual amounts of less than £5.00 will not be paid to such persons but
will be retained for the ultimate benefit of Costain Group PLC.


Definitions used in the Prospectus dated 14 September 2007 shall have the same
meanings when used in this announcement, unless the context requires otherwise.
All references to time in this announcement are to the time in London.


Contacts:

Costain Group PLC                                                Tel: [phone]
Andrew Wyllie, Chief Executive
Tony Bickerstaff, Finance Director
Graham Read, Public Relations

Hawkpoint Partners Limited                                       Tel: [phone]
(Financial Adviser and Sponsor to Costain)
Christopher Kemball
Chris Robinson

Dresdner Kleinwort Limited                                       Tel: [phone]
(Joint Broker to Costain)
Charles Batten
Michael Covington

Arbuthnot Securities Limited                                     Tel: [phone]
(Joint Broker to Costain)
James Steel
Richard Dunn

College Hill                                                     Tel: [phone]
(PR Advisers)
Mark Garraway
Matthew Gregorowski





This announcement has been issued by and is the sole responsibility of Costain.



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 with 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 as Joint UK Broker and
Joint Underwriter to Costain and is acting 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 as Joint UK Broker 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.



Dresdner Bank AG, London Branch which is authorised by BAFin and by the
Financial Services Authority and which is regulated by the Financial Services
Authority for the conduct of designated investment business in the United
Kingdom, is acting as Joint Underwriter 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 Bank AG, London Branch, or for affording advice in
relation to the contents of this announcement or any other matter referred to
herein.



This announcement shall not constitute or form part of any offer or invitation
to sell or issue, or any solicitation of any offer to acquire, any New Ordinary
Shares to any person in any jurisdiction to whom or in which such offer or
solicitation is unlawful.  The distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons into whose
possession this announcement comes should inform themselves about and observe
any such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of any such jurisdiction.



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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