11th Apr 2013 15:46
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.
Related Shares:
Costain