Director/PDMR Shareholding

RNS Number : 9027M

Costain Group PLC

12 May 2015

Costain Group PLC
("Costain" or "the Company")

Transactions in shares by Persons Discharging Managerial Responsibilities ("PDMRs")

This notification is made in accordance with DTR 3.1.4(1).

(a) Total Beneficial Holding of Shares

Costain Group PLC announces that, following the exercise of share awards granted under the Company's Long Term Incentive Plan as detailed in section (b) below, the following Directors hold the number of ordinary shares of 50 pence each in the share capital of the Company (the 'shares') as set out in the table below:

Name of Director	Total beneficial holding of shares held prior to the transaction detailed in the section below	Total beneficial holding of shares held following the transaction detailed in section below
Andrew Wyllie	350,000	355,000
Anthony Bickerstaff	192,826	197,826

(b) Long Term Incentive Plan

On 09 May 2012, awards were granted under the Costain Group PLC Long Term Incentive Plan (the "Plan") to certain directors. The awards were granted in the form of nil cost options.

The awards became exercisable on 09 May 2015 for a period of up to ten years from the date of grant.

On 11 May 2015 the following directors exercised their options to acquire the number of ordinary shares of 50 pence each in the capital of the Company as set out in the table below. As noted below, these individuals sold a proportion of the resulting ordinary shares, including sufficient to satisfy their income tax and national insurance liability arising on exercise, and retained the remaining shares.

Name of Director	Total number of share options exercised*	Exercise price	Number of shares sold to satisfy Tax and National Insurance Liabilities	Number of Shares sold (after tax)	Number of Shares retained (after tax)	Price at which shares were sold
Andrew Wyllie	111,262	nil	52,294	53,968	5,000	328.87p
Anthony Bickerstaff	73,711	nil	34,645	34,066	5,000	328.87p