Costain Regulatory News (COST)

THIS ANNOUNCEMENT AND THE INFORMATION HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, OUTSIDE OF THE UNITED KINGDOM, INCLUDING IN OR INTO AUSTRALIA, CANADA, JAPAN, SWITZERLAND, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS AND INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION CONTAINED IN THE PROSPECTUS.

Further, this announcement is for information purposes only and shall not constitute an offer to sell or issue or the solicitation of an offer to buy, subscribe for or otherwise acquire any new ordinary shares of Costain in any jurisdiction in which any such offer or solicitation would be unlawful.

This announcement should be read in its entirety. In particular, you should read and understand the information provided in the 'Important Notice' section.

17 March 2014

Costain Group PLC(the "Company")

Results of Firm Placing and Placing and Open Offer

On 27 February 2014, the Company announced that it proposed to raise gross proceeds of approximately £75.1 million by way of a Firm Placing and Placing and Open Offer of, in aggregate, 33,382,068 New Ordinary Shares at an issue price of 225 pence per New Ordinary Share, 11,111,112 New Ordinary Shares to be issued through the Firm Placing and 22,270,956 New Ordinary Shares through the Placing and Open Offer (on the basis of 1 New Ordinary Share for every 3 Existing Ordinary Shares).

The Company today announces that, as at 11.00 a.m. on 14 March 2014, being the latest date for receipt of valid acceptances under the Open Offer, it had received valid acceptances in respect of 8,823,449 New Ordinary Shares. Accordingly, 8,823,449 New Ordinary Shares will be issued pursuant to the Open Offer and 13,447,507 New Ordinary Shares pursuant to the Placing. The acquisition of the Firm Placing Shares was not subject to clawback, and the Company confirms that 11,111,112 New Ordinary Shares will be issued pursuant to the Firm Placing. In accordance with the terms and conditions of the Capital Raising, all applications made pursuant to the Open Offer have been met in full and a scaling back exercise has been undertaken with respect to applications received pursuant to the Placing.

The Capital Raising is conditional on, among other things, the passing of the Resolutions at the General Meeting to be held at 10.00 a.m. today.

Application has been made for the New Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange ("Admission"). It is expected that Admission will become effective and dealings in the New Ordinary Shares will commence at 8.00 a.m. on 18 March 2014.

Following Admission, the number of ordinary shares that the Company has in issue will be 100,194,936. The total number of voting rights of the Company will be 100,194,936 and this figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company.

Unless otherwise defined, the terms used in this Announcement shall have the same meaning as set out in the prospectus published by the Company on 27 February 2014 (the "Prospectus").

ENQUIRIES

Costain Group PLC +44 (0)1628 842 444

Andrew Wyllie

Tony Bickerstaff

Graham Read

Rothschild (Sponsor and Financial Adviser to Costain) +44 (0)20 7280 5000

John Deans

Neil Thwaites

Investec (Joint Global Co-ordinator, Bookrunner and Broker to Costain) +44 (0)20 7597 5970

James Rudd

James Ireland

Henry Reast

Liberum (Joint Global Co-ordinator, Bookrunner and Broker to Costain) +44 (0)20 3100 2000

Steve Pearce

James Staveley

Instinctif Partners (PR adviser to Costain) +44 (0)20 7457 2020

Mark Garraway +44 (0)77 7186 0938

Helen Tarbet +44 (0)78 2560 9737

IMPORTANT NOTICE

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and, therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Failure to comply with any such restrictions may constitute a violation of the securities laws of any jurisdiction.

Rothschild, which is authorised by the PRA and regulated by the FCA and PRA in the United Kingdom, is acting exclusively for Costain and no-one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as clients of Rothschild in relation to the Capital Raising and will not be responsible for providing the protections afforded to Rothschild clients nor for giving advice in relation to the Capital Raising, or any arrangement referred to, or information contained in, this announcement.

Investec, which is authorised and regulated by the PRA and and regulated by the FCA in the United Kingdom and Liberum, which is authorised and regulated by the FCA in the United Kingdom, are acting exclusively for Costain and no-one else in connection with the Capital Raising and will not regard any other person (whether or not a recipient of this announcement) as their respective clients in relation to the Capital Raising and will not be responsible to anyone other than Costain for providing the protections afforded to their respective clients nor for providing advice in connection with the Capital Raising or any arrangement referred to, or information contained in, this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild or the Bookrunners under FSMA or the regulatory regime established thereunder, none of Rothschild or the Bookrunners accepts any responsibility whatsoever or makes any representation or warranty, express or implied, concerning the contents of this announcement including its accuracy, completeness or verification or concerning any other statement made or purported to be made by any of them, or on behalf of them in connection with Costain, the New Ordinary Shares, the Capital Raising or Admission and nothing in this announcement is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Rothschild and the Bookrunners accordingly disclaim all and any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) which any of them might otherwise have in respect of this announcement.

THE CAPITAL RAISING DESCRIBED IN THIS ANNOUNCEMENT IS NOT BEING AND WILL NOT BE MADE TO SHAREHOLDERS OR INVESTORS IN THE UNITED STATES OR ANY OF THE OTHER RESTRICTED JURISDICTIONS.

This announcement does not constitute an offer of New Ordinary Shares to any person with a registered address in, or who is resident in, the United States or any other Restricted Jurisdiction. New Ordinary Shares have not been and will not be registered under the Securities Act, or with any regulatory authority or under the applicable securities laws of any state or other jurisdiction of the United States, or the relevant laws of any state, province or territory of any other Restricted Jurisdiction and may not be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States. This announcement does not constitute an offer to sell or a solicitation of an offer to buy New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful.

The New Ordinary Shares have not been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States. There will be no public offer of the New Ordinary Shares in the United States.

The New Ordinary Shares to be issued or sold pursuant to the Capital Raising will not be admitted to trading on any stock exchange other than the London Stock Exchange.