PUBLIC OPENING POSITION DISCLOSURE

RNS Number : 9533A

Costain Group PLC

26 March 2013

 



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 ("Costain")
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient
(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:	26 MARCH 2013
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	YES, ON THE FORM RELATING TO MAY GURNEY INTEGRATED SERVICES PLC SHARES

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
	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:	N/A
Details, including nature of the rights concerned and relevant percentages:	N/A

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):

See below

Undertakings procured in respect of Costain Shares

Name of Costain Director	Number of Costain Shares in relation to which irrevocable commitments have been procured	Approximate % of Costain issued share capital
David Allvey	5,250	0.008
Andrew Wyllie	200,242	0.306
Anthony Bickerstaff	117,198	0.179
Michael Alexander	18,364	0.028
James Morley	27,000	0.041
TOTAL	368,264	0.56%[1]

These irrevocable undertakings include undertakings to vote in favour of the resolutions to be proposed at the Costain General Meeting to approve the Merger and related matters.

These irrevocable undertakings stipulate that they will cease to be binding if the announcement to be made under rule 2.7 of the Code is not released by 31 May 2013 (or such later date as Costain may determine).

Name of Costain Shareholder	Number of Costain Shares in relation to which irrevocable commitments have been procured	Approximate % of Costain issued share capital
UEM Builders Berhad	13,810,850	21.07%
Mohammed Abdulmohsin AI-Kharafi & Sons Co. W.L.L.	13,789,490	21.04%
TOTAL	27,600,340	42.11%

These irrevocable undertakings include undertakings to vote in favour of the resolutions to be proposed at the Costain General Meeting to approve the Merger and related matters.

These irrevocable undertakings will cease to be binding if the Costain General Meeting is held after, or the resolutions to be proposed at the Costain General Meeting are not passed by, 30 September 2013.

Note: defined terms used in this section 2 but not defined in this announcement have the meaning given to them in the announcement made under rule 2.7 of the Code by Costain and May Gurney Integrated Services plc dated 26 March 2013.

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:

See below

3.1 Shares held by directors of Costain

Director	Number of Costain shares	Approximate % of Costain issued share capital
David Allvey	5,250	0.008%
Andrew Wyllie	200,452	0.306%
Anthony Bickerstaff	117,198	0.179%
Michael Alexander	18,364	0.028%
James Morley	27,000	0.041%

3.2 Rights to subscribe in Costain

Costain Deferred Share Bonus Plan

Director	Date of grant	Number of options	Option exercise price (£)	Option exercise period
Andrew Wyllie	12 April 2011	82,644	Nil	April 2013 - 2021
	04 April 2012	78,258	Nil	April 2014 - 2022
Anthony Bickerstaff	12 April 2011	54,752	Nil	April 2013 - 2021
	04 April 2012	51,846	Nil	April 2014 - 2022

Costain Long-Term Incentive Plan

Director	Date of grant	Number of options	Option exercise price (£)	Option exercisable from
Andrew Wyllie	14 April 2010	81,632	1.00	March 2013
	12 April 2011	169,294	1.00	March 2014
	09 May 2012	207,044	1.00	March 2015
Anthony Bickerstaff	14 April 2010	54,081	1.00	March 2013
	12 April 2011	112,157	1.00	March 2014
	09 May 2012	137,167	1.00	March 2015

Costain Save As You Earn Options

Director	Date of grant	Number of options	Option exercise price (£)	Option exercise period
Andrew Wyllie	11 October 2011	1,633	2.05	November 2014 - May 2015
Anthony Bickerstaff	11 October 2011	1,633	2.05	November 2014 - May 2015

3.3 Interests of persons presumed to be acting in concert with Costain

Name of Costain Shareholder	Number of Costain Shares	Approximate % of Costain issued share capital
UEM Builders Berhad	13,810,850	21.07%
Mohammed Abdulmohsin AI-Kharafi & Sons Co. W.L.L.	13,789,490	21.04%

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

(1): Date of disclosure:	26 March 2013
(2): Contact name:	Tom O’Neill Slaughter and May
(3): Telephone number	[phone]

 

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.

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[1] Percentages may not add due to rounding.

 

END

 

 

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