Publication of Scheme Document

Not for release, publication or distribution, in whole or in part, in or into any Restricted Jurisdictions or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

12 April 2013

Recommended all-share mergerof Costain Group PLC and May Gurney Integrated Services plc(to be implemented by way of a scheme of arrangement)

Publication of Scheme Document

On 26 March 2013, the Boards of May Gurney Integrated Services plc ("May Gurney") and Costain Group PLC ("Costain") announced that they had reached agreement on the terms of a recommended all-share merger of Costain and May Gurney (the "Merger"). The Merger is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 pursuant to which May Gurney Shareholders will receive 0.8275 New Costain Ordinary Shares for every Scheme Share held (the "Scheme"). In addition, May Gurney has declared a second interim dividend of 5.6 pence per May Gurney Share in lieu of a final dividend for the year ended 31 March 2013. This dividend, which will be conditional upon the Merger becoming Effective, will be paid after the Effective Date to May Gurney Shareholders on the register of members at the Scheme Record Time.

The Board of May Gurney is pleased to announce that the Court has approved the publication and posting of the circular to May Gurney Shareholders relating to the Scheme (the "Scheme Document"). The Scheme Document sets out, amongst other things, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, a timetable of principal events and details of the action to be taken by May Gurney Shareholders.

As described in the Scheme Document, to become Effective, the Scheme will require the approval of May Gurney Shareholders at the Court Meeting and the passing of a special resolution at the General Meeting. The Court Meeting and the General Meeting are scheduled to be held at the offices of Eversheds LLP, One Wood Street, London, EC2V 7WS on 7 May 2013, with the Court Meeting to commence at 10.00 a.m. and the General Meeting to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

The Scheme Document and the Forms of Proxy for use by May Gurney Shareholders at the Court Meeting and the General Meeting will be posted to May Gurney Shareholders today and will also be available for inspection (i) at the offices of Eversheds LLP, One Wood Street, London, EC2V 7WS and (ii) subject to certain restrictions, on the May Gurney website (www.maygurney.co.uk) and the Costain website (www.costain.com), in each case, up to and including the Effective Date.

Subject to the requisite approval of May Gurney Shareholders at the Court Meeting and the General Meeting, the sanction of the Scheme and the confirmation of the Capital Reduction by the Court at the Scheme Sanction Hearing and Reduction Capital Hearing, respectively, and the delivery of office copies of the Court Orders and the Statement of Capital to the Registrar of Companies and, if so ordered by the Court, the Capital Reduction being registered by the Registrar of Companies and the satisfaction or waiver of the other Conditions set out in the Scheme Document, the Scheme is expected to become Effective on or around 6 June 2013.

The expected timetable of principal events is set out below:

All references to time in this announcement are to UK time. The dates and times given are indicative only and are based on May Gurney's and Costain's current expectations and may be subject to change (including as a result of changes to the regulatory timetable). If any of the times and/or dates above change, the revised times and/or dates will be notified to May Gurney Shareholders by announcement through a Regulatory Information Service.

Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Enquiries:

This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Merger or otherwise. The Merger will be effected solely by means of the Scheme Document which, together with the Forms of Proxy, will contain the full terms and conditions of the Merger including details of how to vote in respect of the Merger.

The release, publication or 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. In particular, the ability of persons who are not resident in the United Kingdom to vote their May Gurney Shares in respect of the Scheme at the Court Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the City Code and the 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.

Copies of this announcement, the Scheme Document, the Forms of Proxy and any formal documentation relating to the Merger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Notice to US investors in May Gurney

The Merger relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Merger is subject to the disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement which differ from the disclosure requirements of United States tender offer and proxy solicitation rules.

It may be difficult for US holders of May Gurney Shares to enforce their rights and any claim arising out of US federal laws, since Costain and May Gurney are located in a non-US jurisdiction and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of May Gurney Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

Rothschild, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA, is acting exclusively for Costain and no one else in connection with the Merger and will not be responsible to anyone other than Costain for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Merger or any other matters referred to in this announcement. 

Investec Bank plc, which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the FCA, is acting as broker to Costain and no-one else and will not be responsible to anyone other than Costain for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for May Gurney and no one else in connection with the Merger and will not be responsible to anyone other than May Gurney for providing the protections afforded to clients of Canaccord Genuity or for providing advice in relation to the Merger or any other matters referred to in this announcement.

Peel Hunt LLP, which is authorised and regulated in the United Kingdom by the FCA, is acting as nominated adviser and broker to May Gurney and for no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than May Gurney for providing the protections afforded to its clients or for providing advice to any other person in connection with the subject matter of this announcement.

Publication on websites

Copies of this announcement, the Scheme Document and the Forms of Proxy are available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on May Gurney's website (www.maygurney.co.uk), up to and including the Effective Date.

For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.

Dealing and Opening Position Disclosure requirements

Under Rule 8.3(a) of the City Code, any person who is interested in 1% 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 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 a Dealing Disclosure. Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% 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. A Dealing Disclosure by a person to whom Rule 8.3(b) 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.

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). 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.