Acquisition

Carillion PLC
18 January 2006


THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR
FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN.

Carillion plc

Proposed acquisition of Mowlem plc.

The Board of Carillion plc notes the announcement today by Balfour Beatty plc
that it will not be making an offer for Mowlem plc. The proposed acquisition by
Carillion is therefore the only outstanding offer for Mowlem plc.

The Carillion Board continues to believe that the terms of its proposed cash and
share acquisition of Mowlem plc, which has been recommended by the Board of
Mowlem plc, provides an excellent opportunity for both Mowlem and Carillion
shareholders to benefit from the combined strengths of the Enlarged Group.
Carillion and Mowlem Shareholders are strongly encouraged to vote in favour of
the proposed acquisition at the Carillion Extraordinary General Meeting to be
held on 23 January 2006 and the Scheme Meeting and Mowlem Extraordinary General
Meeting to be held on 30 January 2006.

Carillion has also reached an agreement with Balfour Beatty that subject to
Carillion successfully completing the acquisition and subject to due diligence
by Balfour Beatty, the latter will acquire from Carillion two Mowlem businesses,
namely Charter, the US construction management company, and Edgar Allen, the UK
rail track products manufacturer. Carillion has identified these as non-core
businesses that would not fit its consistent strategy for growth.

The consideration in respect of these sales is expected to be approximately
£20.5 million in cash.

In 2004, Charter had sales of approximately £95 million and earnings before
interest and tax of approximately £2.0 million, including approximately £0.4
million of income, which in the opinion of the Carillion Board is expected to be
non-recurring. Its gross assets at 31 December 2004 were approximately £21
million. In 2004, Edgar Allen had sales of approximately £25 million and
earnings before interest and tax of approximately £1.9 million. Its gross assets
at 31 December 2004 were approximately £19 million. The proceeds from these
sales would be used by Carillion to reduce its debt.

The Carillion Board believes that the sale of these two businesses would have no
material effect on the prospects for the Enlarged Group as set out in the
Carillion Shareholder Circular and Information Memorandum and circulated in
connection with the proposed Acquisition of Mowlem. The sale of Edgar Allen and
Charter will not require the consent of either the Carillion Shareholders or the
Mowlem Shareholders.

Terms defined in this announcement shall have the meanings given to them in the
Information Memorandum.

For further information
John Denning, Director Group Corporate Affairs          01902 316426

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, 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 Morgan Stanley 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.

This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote for approval in any jurisdiction,
nor shall there be any sale, issue or transfer of the securities referred to in
this announcement in any jurisdiction in contravention of applicable law. Any
decision made in relation to the Acquisition should be made only on the basis of
information contained in or referred to in the Scheme Document and the
Information Memorandum.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions. In particular,
this announcement should not be distributed, forwarded to or transmitted in or
into the United States of America, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws in
such jurisdiction.

This announcement and the Acquisition are not an offer of securities for sale in
the US or in any jurisdiction in which such an offer is unlawful. The New
Carillion Shares have not been, and will not be, registered under the US
Securities Act of 1933 (the 'Securities Act') or under the securities laws of
any state, district or other jurisdiction of the US, 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. It is expected that
the New Carillion Shares will be issued in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section 3(a) (10)
thereof. Under applicable US securities laws, Mowlem Shareholders who are or
will be deemed to be 'affiliates' of Mowlem or Carillion 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.

Relevant clearances have not been, and will not be, obtained from the securities
commission or similar authority of any province or territory of Canada and no
prospectus, information memorandum or other documents relating to the New
Carillion Shares has been or will be filed or registration made under any
securities laws of any province or territory of Canada nor has any prospectus,
information memorandum or other documents relating to the New Carillion Shares
been, or will be, lodged with, or registered by, the Australian Securities
Investments Commission or the Japanese Ministry of Finance and the New Carillion
Shares have not been, and nor will they be, registered under or offered in
compliance with applicable securities laws of any state, province, territory or
jurisdiction of Canada, Australia or Japan. Accordingly, unless an exemption
under relevant securities laws is applicable, the New Carillion Shares may not
be offered, sold, resold or delivered, directly or indirectly, in or into
Canada, Australia, Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in Canada, Australia or Japan.




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