Form 8 (DD) - Costain Group plc

FORM 8 (DD)

 

PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

 

1.         KEY INFORMATION

 

(a) Identity of the party to the offer or person acting in concert making the disclosure:	Mr Andrew Wyllie
(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 offeror/offeree	Costain Group plc ("Costain")
(d) Status of person making the disclosure:      e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree)	Person acting in concert with Costain
(e) Date dealing undertaken:	03 to 08 April 2013
(f)  Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	NO If YES, specify which:

 

2.         POSITIONS OF THE PERSON MAKING THE DISCLOSURE

 

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

 

Class of relevant security:	Ordinary shares of 50p in the capital of Costain
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	243,716	0.37
(2) Derivatives (other than options):
(3) Options and agreements to purchase/sell:
TOTAL:	243,716	0.37

 

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 (including directors' and other executive options)

 

Class of relevant security in relation to which subscription right exists:	Ordinary shares of 50p in the capital of Costain
Details, including nature of the rights concerned and relevant percentages:	Date granted	Option exercise price	Number of Costain shares	Exercisable from
	Costain Deferred Share Bonus Plan
	12 April 2011	Nil	82,644 ordinary shares of 50p each	April 2013-2021
	04 April 2012	Nil	78,258 ordinary shares of 50p each	April 2014-2022
	03 April 2013	Nil	Such number of ordinary shares of 50p each to a value of £29,997.235	April 2015-2023
	03 April 2013	278.5	10,771 ordinary shares of 50p each	April 2015-2023
	03 April 2013	Nil	36,401 ordinary shares of 50p each	April 2015-2023
	Costain Long-Term Incentive Plan
	12 April 2011	£1	Up to 169,294 ordinary shares of 50p each	March 2014
	09 May 2012	£1	Up to 207,044 ordinary shares of 50p each	March 2015
	Costain Save As You Earn Options
	11 October 2011	205p	1,633 shares	November 2014-May 2015

 

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.

 

3.         DEALINGS BY THE PERSON MAKING THE DISCLOSURE

 

(a)        Purchases and sales

 

Class of relevant security	Purchase/sale	Number of securities	Price per unit
Ordinary shares of 50p in the capital of Costain	Sale	38,368	275.87 pence

Note: These shares from part of the shares received on exercise of the award granted under the Long Term Incentive Plan (see 3(c)(ii) below).  These shares were sold to satisfy income tax and national insurance liabilities arising on such exercise.

 

(b)        Derivatives transactions (other than options)

 

Class of relevant security	Product description e.g. CFD	Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position	Number of reference securities	Price per unit

 

(c)        Options transactions in respect of existing securities

 

(i)         Writing, selling, purchasing or varying

 

Class of relevant security	Product description e.g. call option	Writing, purchasing, selling, varying etc.	Number of securities to which option relates	Exercise price per unit	Expiry date
Ordinary shares of 50p in the capital of Costain	Option	Receiving award under the Costain Deferred Share Bonus Plan	Combined Deferred Award: an option with a nil exercise price over a fixed value of shares (£29,997.235 equating to 10,771 shares at a market price of 278.5 pence at the time of the grant)	Nil	April 2015-2023
Ordinary shares of 50p in the capital of Costain	Option	Receiving award under the Costain Deferred Share Bonus Plan	HMRC Approved Option: 10,771 ordinary shares of 50p each	278.5	April 2015-2023
Ordinary shares of 50p in the capital of Costain	Option	Receiving award under the Costain Deferred Share Bonus Plan	Deferred Award: 36,401 ordinary shares of 50p each	Nil	April 2015-2023

 

(ii)        Exercising

 

Class of relevant security	Product description e.g. call option	Number of securities	Exercise price per unit
Ordinary shares of 50p in the capital of Costain	Long Term Incentive Plan - exercising of awards granted in April 2010	81,632	£1 option price per exercise

 

(d)        Other dealings (including subscribing for new securities)

 

Class of relevant security	Nature of dealing e.g. subscription, conversion	Details	Price per unit (if applicable)

 

The currency of all prices and other monetary amounts should be stated.

 

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

 

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 or person acting in concert making the disclosure and any other person: 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 or person acting in concert making the disclosure 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:	11 April 2013
Contact name:	Tracey Wood Company Secretary
Telephone number:	01628 842444

 

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 [email protected].  The Panel's Market Surveillance Unit is available for consultation in relation to the Code's dealing disclosure requirements on +44 (0)20 7638 0129.

 

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