Acquisition

Carillion PLC
23 February 2006


23 February 2006

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

                          Carillion PLC ('Carillion')
                        Scheme of Arrangement Effective

The Board of Carillion is pleased to announce that the Scheme of Arrangement to
implement its recommended acquisition of Mowlem has now become effective in
accordance with its terms and the acquisition of Mowlem by Carillion has
completed.

Accordingly, dealings in Mowlem Shares on the London Stock Exchange have been
cancelled and the Mowlem Shares delisted. The New Carillion Shares offered to
Mowlem Shareholders in connection with the acquisition of Mowlem Shares have
been issued and admitted to trading on the London Stock Exchange with effect
from 8.00 am today.

The latest date for the despatch of cheques in respect of the cash consideration
payable, or settlement of cash consideration and New Carillion Shares through
CREST (as appropriate) and statements of entitlements to or share certificates
in relation to New Carillion Shares (as appropriate), is 9 March 2006 (14 days
after the Scheme effective date).

Capitalised terms used in this announcement have the meanings ascribed to them
in the Scheme Document.

Commenting, John McDonough, Carillion chief executive said: 'The acquisition of
Mowlem is a major milestone for Carillion and a step change in our development.

'In Mowlem we are gaining a business with a proud heritage as well as one with
excellent complementary skills and market strengths to our own. Combining these
will create a support services and construction company that I am confident will
rank with the very best in the UK, in terms of both size and capability. We also
have a strong and growing presence in good international markets.

'With a combined order book of around £9 billion, we have an outstanding
platform to accelerate growth in line with our strategy and deliver the
materially enhanced earnings we expect in 2007, the first full year of
operations.'

Enquiries:

John Denning,                                      Tel: [phone]
Director Group Corporate Affairs

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.

Rothschild, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Mowlem and no one else
in connection with the Acquisition and this announcement and will not be
responsible to anyone other than Mowlem for providing the protections afforded
to clients of Rothschild 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.

Hoare Govett, which is authorised and regulated in the United Kingdom by the
Financial Services Authority, is acting exclusively for Mowlem and no one else
in connection with the Acquisition and this announcement and will not be
responsible to anyone other than Mowlem for providing the protections afforded
to clients of Hoare Govett 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.




                      This information is provided by RNS
            The company news service from the London Stock Exchange