Costain Group Regulatory News (COST)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

25 April 2013

Update re commitments from May Gurney shareholders

Costain Group PLC ("Costain") yesterday received notifications relating to the irrevocable undertakings addressed to Costain in connection with the proposed merger of Costain and May Gurney Integrated Services plc ("May Gurney") from David and Wendy Sterry, Artemis Investment Management LLP, Polar Capital LLP, Invesco Asset Management Limited and May Gurney Group Trustees Limited, representing in aggregate 19,163,816 May Gurney shares (being 27.28% of the issued share capital of May Gurney), that each of them no longer intends to vote in favour of the scheme of arrangement to implement the merger.

Costain has also received a notification relating to the letter of intent addressed to Costain in connection with the proposed merger from Aviva Investors Global Services Limited, representing 3,623,051 May Gurney shares (being 5.16% of the issued share capital of May Gurney), that it no longer intends to vote in favour of the scheme of arrangement to implement the merger.

A copy of this announcement will be available at www.costain.com.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Rothschild, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as financial adviser to Castle and no-one else in connection with the subject matter of this announcement and, subject to any liability under the Financial Services and Markets Act 2000 (as amended) and the regulatory regime established thereunder, will not be responsible to any other person other than Castle for providing the protections afforded to clients of Rothschild nor for providing advice in relation to the subject matter of this announcement, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Investec, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting as broker to Castle and no-one else in connection with the subject matter of this announcement and, subject to any liability under the Financial Services and Markets Act 2000 (as amended) and the regulatory regime established thereunder, will not be responsible to any other person other than Castle for providing the protections afforded to clients of Investec nor for providing advice in relation to the subject matter of this announcement, the contents of this document or any transaction, arrangement or other matter referred to in this document.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

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