Statement re proposed merger

RNS Number : 2623D

Costain Group PLC

25 April 2013

 



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

FOR IMMEDIATE RELEASE

25 April 2013

Costain Group PLC

Further to its announcement on 24 April 2013, the Board of Costain Group PLC ("Costain") announces that, having undertaken several months of detailed due diligence, it does not believe that it would be in the best interests of Costain shareholders for Costain to amend the terms of its proposed merger with May Gurney Integrated Services plc ("May Gurney") which was announced on 26 March 2013 (the "Proposed Merger").  Accordingly, Costain will not be making a revised offer for May Gurney and intends to lapse the Proposed Merger at the earliest opportunity.  This is expected to be 29 May 2013. 

The Proposed Merger will lapse in accordance with its terms, inter alia, if the resolutions to approve the Proposed Merger to be put to the Court Meeting and General Meeting of May Gurney shareholders have not been passed on or before 29 May 2013.  Costain notes the announcement of May Gurney's intention to seek the adjournment of these meetings and confirms its intention to lapse the Proposed Merger on 29 May 2013 if those resolutions have not been passed by that date.

Accordingly, the Board of Costain intends to propose the adjournment until further notice of the General Meeting of Costain shareholders that was to be held at 10 a.m. on 8 May 2013 in connection with the Proposed Merger.  Costain shareholders are therefore advised not to attend that meeting in person.

The Annual General Meeting of Costain will still be held as planned at 11 a.m. on 8 May 2013.  Costain Shareholders are encouraged to attend the Annual General Meeting.

A copy of this announcement will be available at www.costain.com. 

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser to Costain and no-one else in connection with the subject matter of this announcement and, subject to any liability under the Financial Services and Markets Act 2000 (as amended) and the regulatory regime established thereunder, will not be responsible to any other person other than Costain for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the subject matter of this announcement, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as broker to Costain and no-one else in connection with the subject matter of this announcement and, subject to any liability under the Financial Services and Markets Act 2000 (as amended) and the regulatory regime established thereunder, will not be responsible to any other person other than Costain for providing the protections afforded to clients of Investec nor for providing advice in relation to the subject matter of this announcement, the contents of this document or any transaction, arrangement or other matter referred to in this document.

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