Form 8 (OPD) (Costain Group P

RNS Number : 2216Z

Costain Group PLC

10 January 2011

 



FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Identity of the party to the offer making the disclosure:	Costain Group PLC
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each party to the offer	Costain Group PLC
(d) Is the party to the offer making the disclosure the offeror or the offeree?	OFFEROR
(e) Date position held:	10 January 2011
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	Ordinary shares of 50p each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Derivatives (other than options):	Nil	-	Nil	-
(3) Options and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c)        Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

NONE

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

The Directors of Costain Group PLC ("the Company") hold the following interests in shares of the Company: Name Number of ordinary shares of 50p each Approximate percentage holding of issued share capital David Allvey 5,250 0.0083% Andrew Wyllie 28,304 0.0446% Tony Bickerstaff 12,000 0.0189% John Bryant 9,627 0.0152% Michael Alexander 9,263 0.0146% James Morley 5,000 0.0079% Samer Younis - -% The Directors of the Company have the following Interests in the Costain Long-Term Inventive Plan ("LTIP"), Deferred Share Bonus Plan ("DSBP") and Save As You Earn Option Scheme ("SAYE"): Name Scheme Date of award Exercise price Number of options Vesting date Andrew Wyllie LTIP 18.04.07 £1.00 77,599 March 2011 LTIP 21.04.08 £1.00 154,639 March 2011 LTIP 07.04.09 £1.00 82,417 March 2012 LTIP 14.04.10 £1.00 81,632 March 2013 DSBP 19.04.10 £2.425 38,177 April 2013 SAYE 23.05.08 £1.96 4,795 July-Dec 2011 Tony Bickerstaff LTIP 18.04.07 £1.00 43,410 March 2011 LTIP 21.04.08 £1.00 90,721 March 2011 LTIP 07.04.09 £1.00 52,747 March 2012 LTIP 14.04.10 £1.00 54,081 March 2013 DSBP 19.04.10 £2.425 24,557 April 2013 SAYE 23.05.08 £1.96 4,795 July-Dec 2011 The following controlling shareholders hold the following interests in shares of the Company: Name Number of ordinary shares of 50p each Approximate percentage holding of issued share capital Mohammed Abdulmohsin Al-Kharafi & Sons WLL 13,789,491 21.72% York Place Limited (UEM Builders Berhad owns 100% of York Place Limited) 13,810,850 21.75%

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none"

NONE

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

NONE

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	10 January 2011
Contact name:	Clive Franks, Company Secretary
Telephone number:	01628 842575

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END

 

 

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