Costain Regulatory News (COST)

Costain Group PLC

("Costain" or "the Group")

Acquisition of EPC Offshore Limited ("EPC Offshore") and launch of Costain Upstream

Costain, one of the UK's leading Tier One engineering solutions providers, is pleased to announce that it has today acquired EPC Offshore , a specialist oil & gas project management services company, for an initial consideration of £9.6 million (plus £1.0 million for excess cash). Costain also announces the launch of Costain Upstream, which will provide services across the life-cycle of upstream offshore oil and gas assets.

EPC Offshore Acquisition

Established in 2009, and with a workforce today of 75 professional staff led by founder and CEO Keith Wallace, EPC Offshore is a field development and project management specialist providing client-side services to North Sea oil and gas companies. The company is differentiated by its programme management expertise and the highly effective application of proprietary in-house systems and processes.

EPC Offshore delivered revenue of £11.7 million, adjusted EBITDA of £2.0 million (adjustments reflect the removal of certain shareholder related costs that will not be incurred by the business in future) and profit after tax of £1.1 million for the year ended 31 July 2012. EPC Offshore had gross assets of £3.3 million as at 31 July 2012. The acquisition is expected to be earnings enhancing to Costain in the first full year of acquisition.

The initial consideration for 100% of the share capital of EPC Offshore is £9.6 million (plus £1.0 million for excess cash included within the company) and was paid in cash on completion. Further consideration may also be payable depending on the financial performance of the business in the financial years ending 31 December 2014, 2015 and 2016 and the retention of certain key employees in 2016. This performance consideration is subject to a minimum of £2.0 million and a maximum of £14.4 million.The consideration funding will be provided from Costain's existing debt facilities.

Launch of Costain Upstream

Costain Upstream will combine the capabilities of ClerkMaxwell, the oil and gas engineering and support services provider, which has more than doubled in size since its acquisition in 2011, and EPC Offshore to increase the scale of the Group's services in the growing, high-value North Sea upstream oil and gas market. With a proven capability to deliver a wide range of services including engineering and consultancy, capital project management and asset support, the company will be strongly positioned in the UK offshore field development market where investment in 2013 is forecast at £13 billion (source: Oil & Gas UK - Activity Survey 2013).

The newly formed Costain Upstream will deliver engineering, capital projects and asset support services across four principal service lines; Field Development, Subsea Facilities, Topside Facilities, and Floating Systems, and comprises a resource pool of over 350 people.

Costain Upstream will be led by Keith Wallace, Chief Executive of EPC Offshore, supported by the leadership teams of both ClerkMaxwell and EPC Offshore. They will be based in Aberdeen with operating and support units in Maidenhead, Teeside, Manchester and Abu Dhabi. The acquisition of EPC Offshore will significantly accelerate the growth and market position of Costain Upstream.

Andrew Wyllie, CEO of Costain, commented:

"We are delighted to welcome EPC Offshore to the Costain Group, in an acquisition which will accelerate our stated strategy of broadening our range of capabilities in response to the requirements of major blue chip customers.

"The formation of Costain Upstream will significantly enhance our position in this sector, and the acquisition of EPC Offshore will boost its growth, complementing the front-end engineering and operations capabilities we acquired with ClerkMaxwell two years ago.

"There is a sizeable addressable market for these highly complex services and we see further compelling opportunities to grow our oil and gas footprint both in the UK and internationally."

1 August 2013

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