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Form 8.3 - Costain Group Plc

17th May 2013 16:19

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Identity of the person whose positions/dealings Barclays PLC.
are being disclosed:
(b) Owner or controller of interest and short
positions disclosed, if different from 1(a):
(c) Name of offeror/offeree in relation to whose Costain Group Plc
relevant securities this form relates:
(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity of
offeror/offeree:
(e) Date position held/dealing undertaken: 7 May 2013
*Please note there have been other
dealings since the beginning of the

offer period. These are attached as

an appendix to this form
(f) Has the discloser previously disclosed, or are YES
they today disclosing, under the Code in respect May Gurney Integrated Services Plc
of any other party to this offer? Kier Group Plc

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 (if any)

Class of relevant security: ORD
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 347,006 0.52% 14,075 0.02%
(2) Derivatives (other than
options): 0 0.00% 611,764 0.92%
(3) Options and agreements to
purchase/sell: 236 0.00% 2 0.00%
(4) TOTAL:
347,242 0.52% 625,841 0.94%

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).

(b) Rights to subscribe for new securities (including directors’ and other executive options)

Class of relevant security in relation to which subscription right exists:
Details, including nature of the rights concerned and relevant percentages:

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 (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant Purchase/sale Number of Price per unit
security securities
ORD Sale 641 2.6550 GBP

(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 Type

e.g. American, European etc.

Expiry date Option money paid/ received per unit

(ii) Exercising

Class of relevant security Product description

e.g. call option

Number of securities Exercise price per unit

(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 person making the disclosure and any party to the offer or any person acting in concert with a party to the offer:

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 person 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

Is a Supplemental Form 8 (Open Positions) attached? NO
Date of disclosure: 17 May 2013
Contact name: Rajesh Muthanna
Telephone number: 0203 555 4634

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.

APPENDIX

DEALINGS

Deal Date Class Of Relevant Security Purchase/Sale/Nature OfDealing Number Of Securities Price Per Unit
24/04/2013 ORD Purchase 3490 2.8512 GBP
24/04/2013 ORD Purchase 4600 2.8150 GBP
24/04/2013 ORD Purchase 7910 2.8512 GBP
24/04/2013 ORD Purchase 7460 2.8512 GBP
24/04/2013 ORD Purchase 1850 2.8512 GBP
24/04/2013 ORD Purchase 44746 2.8987 GBP
24/04/2013 ORD Sale 20710 2.8512 GBP
24/04/2013 ORD Sale 5355 2.8375 GBP
25/04/2013 ORD Sale 4412 2.8554 GBP
25/04/2013 ORD Sale 11349 2.8549 GBP
25/04/2013 ORD Sale 1364 2.8209 GBP
25/04/2013 ORD Sale 1199 2.8594 GBP
25/04/2013 ORD Sale 1364 2.8209 GBP
26/04/2013 ORD Purchase 1594 2.8126 GBP
26/04/2013 ORD Purchase 14454 2.8187 GBP
26/04/2013 ORD Sale 16048 2.8181 GBP
26/04/2013 ORD Sale 1339 2.8163 GBP
29/04/2013 ORD Purchase 300 2.8212 GBP
29/04/2013 ORD Sale 300 2.8212 GBP

DERIVATIVES

Deal_Date Class_Of_Relevant_Security Product_Description PurchaseSale_NatureOfDealing Number_Of_Securities Price_Per_Unit
24/04/2013 ORD SWAP Long 5355 2.8375 GBP
24/04/2013 ORD SWAP Short 44746 2.8990 GBP
24/04/2013 ORD SWAP Short 4600 2.8154 GBP
25/04/2013 ORD SWAP Long 11349 2.8549 GBP
25/04/2013 ORD SWAP Long 1364 2.8209 GBP
25/04/2013 ORD SWAP Long 4412 2.8554 GBP
26/04/2013 ORD SWAP Long 1339 2.8163 GBP
30/04/2013 ORD SWAP Long 1199 2.8593 GBP

Copyright Business Wire 2013


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