2nd Oct 2007 12:00
Costain Group PLC02 October 2007 02 October 2007 RESOLUTIONS PUT TO EXTRAORDINARY GENERAL MEETING AND DISCLOSURE OF PROXY VOTES Costain Group PLC ("Costain" or the "Company") announces that, at theExtraordinary General Meeting held earlier today, all the resolutions proposedwere passed by the Company's shareholders. All resolutions proposed at the Company's EGM were carried on a show of hands.The proxy figures for the resolutions were as follows: 1. the authorised ordinary share capital of the Company be increased from £37,343,182.40 to £50,739,400 by the creation of 267,924,352 Ordinary Shares of 5 pence each in the Company Votes For Votes Against Discretionary Total Votes Cast Votes Witheld* Votes 224,732,286 132,897 278,695 225,143,878 2,274,061 2. to authorise the Directors of the Company to exercise all powers of the Company to allot relevant securities of the Company up to an aggregate nominal amount of £13,396,173.45 in connection with the Rights Issue. Votes For Votes Against Discretionary Total Votes Cast Votes Witheld* Votes 226,404,593 501,943 311,258 227,217,794 200,145 *A vote withheld is not counted in the calculations of the proportion of votescast 'for' and 'against' a resolution. Accordingly, Provisional Allotment Letters in respect of entitlements to NewOrdinary Shares pursuant to the Rights Issue will be posted today to QualifyingNon-CREST Shareholders (other than, subject to certain limited exceptions, thoseQualifying Non-CREST Shareholders who have registered addresses in the UnitedStates, Canada, France, Japan, Malaysia, New Zealand, South Africa orSwitzerland). It is expected that Nil Paid Rights will be credited to the CRESTstock accounts of Qualifying CREST Shareholders (other than, subject to certainlimited exceptions, those Qualifying CREST Shareholders who have registeredaddresses in the United States, Canada, France, Japan, Malaysia, New Zealand,South Africa or Switzerland) and enabled in CREST at, or as soon as practicableafter, 8.00 a.m. on 3 October 2007. It is expected that admission of the Nil Paid Rights and the Fully Paid Rightsto the Official List and to trading on the London Stock Exchange's market forlisted securities will become effective and that dealings will commence in theNil Paid Rights and the Fully Paid Rights by no later than 8.00 a.m. on 3October 2007. The latest time and date for acceptance and payment in full underthe Rights Issue is 11.00 a.m. on 25 October 2007. Copies of the Resolutions passed at the Company's Extraordinary General Meetinghave been submitted to the UK Listing Authority and will shortly be availablefor inspection by the public during normal business hours any weekday (publicholidays excepted) at The UK Listing Authority's Document Viewing Facility,which is situated at The Financial Services Authority, 25 The North Colonnade,Canary Wharf, London E14 5H5. Definitions used in the Prospectus dated 14 September 2007 shall have the samemeanings when used in this announcement, unless the context requires otherwise. All references to time in this announcement are to the time in London. Contacts: Costain Group PLC Tel: 01628 842 444Andrew Wyllie, Group Chief ExecutiveTony Bickerstaff, Group Finance DirectorGraham Read, Public Relations Hawkpoint Partners Limited (Financial adviser and Sponsor) Tel: 020 7665 4500Christopher KemballChris Robinson Arbuthnot Securities Limited (Joint broker to Costain) Tel: 020 7012 2000James SteelRichard Dunn Dresdner Kleinwort Limited (Joint broker to Costain) Tel: 020 7623 8000Charles BattenMichael Covington College Hill (PR advisers) Tel: 020 7457 2020Mark GarrawayMatthew Gregorowski Hawkpoint Partners Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting as financial adviser andsponsor to Costain and is acting for no one else in connection with the RightsIssue and will not be responsible to anyone other than Costain for providing theprotections afforded to clients of Hawkpoint Partners Limited, nor for providingadvice in connection to the Rights Issue or any other matter referred to herein. Arbuthnot Securities Limited, which is authorised and regulated in the UnitedKingdom by the Financial Services Authority, is acting exclusively for Costainand for no one else in connection with matters described in this announcementand is not advising any other person or treating any other person as its clientin relation to matters described in this announcement and will not beresponsible to anyone other than Costain for providing the protections affordedto clients of Arbuthnot Securities Limited, or for giving advice to any otherperson in relation to the contents of this announcement or any other matterreferred to in this announcement. Dresdner Kleinwort Limited, which is authorised and regulated by the FinancialServices Authority, is acting as Joint Broker for Costain and for no-one else inconnection with the contents of this announcement and will not be responsible toanyone other than Costain for providing protections afforded to customers ofDresdner Kleinwort Limited, or for affording advice in relation to the contentsof this announcement or any matters referred to herein. This announcement shall not constitute or form part of any offer or invitationto sell or issue, or any solicitation of any offer to acquire, any New OrdinaryShares to any person in any jurisdiction to whom or in which such offer orsolicitation is unlawful. The distribution of this announcement in certainjurisdictions may be restricted by law and therefore persons into whosepossession this announcement comes should inform themselves about and observeany such restrictions. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction. Anypurchase of, or application for, securities in the Rights Issue should only bemade on the basis of information contained in the Prospectus dated 14 September2007 and any supplement thereto. This announcement is not an offer of securities for sale in the United States.Securities may not be offered or sold in the United States absent registrationor an exemption from registration. The New Ordinary Shares have not been, norwill they be, registered under the US Securities Act of 1933, as amended, orunder the securities laws of any state in the United States or under theapplicable securities laws of Canada, France, Japan, Malaysia, New Zealand,South Africa or Switzerland. Subject to certain exceptions, the New OrdinaryShares may not be offered or sold in the United States, Canada, France, Japan,Malaysia, New Zealand, South Africa or Switzerland or to or for the benefit ofany national, resident or citizen of the United States, Canada, France, Japan,Malaysia, New Zealand, South Africa or Switzerland. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Costain