Publication of Scheme Document

4 March 2011

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 of such jurisdiction

Eaga plc

Recommended acquisition of Eaga plc by Carillion plc

Posting of Documents

On 11 February 2011, the boards of Eaga plc ("Eaga") and Carillion plc ("Carillion") announced that they had agreed the terms of a recommended acquisition by Carillion of the entire issued and to be issued share capital of Eaga by means of a scheme of arrangement between Eaga and its shareholders under Part 26 of the Companies Act 2006 ("Scheme").

The board of Eaga announces that it is today posting to Eaga Shareholders, and, for information only, to holders of Eaga Share Options, a circular containing the terms of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, notices of the required meetings, a timetable of principal events and details of the action to be taken by Eaga Shareholders (the "Scheme Document"). A Prospectus which contains financial and other information on Carillion and the New Carillion Shares to be issued in connection with the Share Alternative will accompany the Scheme Document.

As described in the Scheme Document, to become effective the Scheme will require the approval of Scheme Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting of Eaga. The Court Meeting and the General Meeting are scheduled to be held at the offices of J.P. Morgan Cazenove, 20 Moorgate, London EC2R 6DA on 28 March 2011 at 2.00pm and 2.20pm respectively. The key dates for these meetings are as follows:

The Scheme will also require the subsequent sanction of the Court and confirmation of the associated reduction of capital by the Court. A full description of the required approvals and terms and conditions of the Scheme, together with the action to be taken by Eaga Shareholders and the persons entitled to vote at the above meetings, are set out in the Scheme Document. Subject to approval at the relevant meetings and the satisfaction or waiver of the other conditions set out in the Scheme Document, the Scheme is expected to become effective on 20 April 2011.

The Scheme Document and the Prospectus are available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of DLA Piper UK LLP, 3 Noble Street, London EC2V 7EE. In addition, the Scheme Document will be made available on Eaga's website (www.eaga.com) and the Prospectus will be made available on Carillion's website (www.carillionplc.com).

Capitalised terms used, but not defined, in this announcement shall have the same meaning as set out in the Scheme Document and the Prospectus.

Enquiries:

Eaga plc

Drew Johnson, Chief Executive Officer +44 (0) 191 245 8501

Giles Sharp, Chief Financial Officer

J.P. Morgan Cazenove (Lead Financial Adviser +44 (0) 20 7588 2828and Joint Corporate Broker)

Patrick Magee

Dwayne Lysaght

Guy Marks

Noble Grossart  (Financial Adviser) +44 (0) 131 226 7011

Guy Stenhouse

Todd Nugent

Brewin Dolphin (Joint Corporate Broker) +44 (0) 20 7248 4400

Graeme Summers

Nick Owen

Sandy Fraser

J.P. Morgan plc, which conducts its UK investment banking business as J.P. Morgan Cazenove and is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of J.P. Morgan plc nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Noble Grossart Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of Noble Grossart Limited nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Brewin Dolphin Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Eaga and for no one else in connection with the Acquisition and this announcement, and will not be responsible to anyone other than Eaga for providing the protections afforded to clients of Brewin Dolphin Limited nor for providing advice in connection with the Acquisition or this announcement or any matter referred to herein.

Further Information

This announcement is not intended to, and does not constitute, or form part of, an offer to sell or any invitation to purchase or subscribe for any securities or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Eaga are advised to read carefully the formal documentation in relation to the Acquisition. The proposals for the Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Scheme, including details of how to vote with respect to the Scheme. Please read carefully the Scheme Document and the Prospectus in their entirety before making a decision with respect to the Acquisition. Any acceptance or other response to the proposals should be made on the basis of the information in the Scheme Document. Eaga Shareholders may obtain a further free copy of the Scheme Document, when it becomes available, from Eaga's Registrars, Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, BR3 4TU or from DLA Piper UK LLP at 3 Noble Street, London EC2V 7EE.

Overseas Jurisdictions

This announcement has been prepared for the purpose of complying with English law, the Code and the Listing Rules and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom. 

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

NOTICE TO US INVESTORS

The Acquisition relates to the shares of an English company and is being implemented by means of a scheme of arrangement provided for under English company law. The Acquisition is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure and other requirements of US securities laws. Financial information relating to Eaga included, referred to or incorporated by reference in the relevant documentation has been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies.

This announcement is not an offer of securities for sale in the United States. The New Carillion Shares will not be, and are not required to be, registered with the SEC in the United States under the US Securities Act, in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) of that Act. 

Neither the SEC nor any other US federal or state securities commission or regulatory authority has approved or disapproved the New Carillion Shares or passed an opinion on the adequacy of the Scheme Document or this announcement.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent 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 what is known as 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 what is known as a "Dealing Disclosure".

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent 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 of the City Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the City Code applies must be made by no later than 3.30 p.m. (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 of the City Code.

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 of the City Code). 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 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.

PUBLICATION ON EAGA WEBSITE

A copy of this announcement will be available free of charge for inspection on Eaga's website at www.eaga.com by no later than 12.00 noon (London time) on 7 March 2011.

A copy of the Scheme Document is being submitted to the National Storage Mechanism and made available for inspection at www.hemscott.com/nsm.do.