COSTAIN GROUP PLC — Director's Dealing 2014

Apr 17, 2014

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RNS Number : 0916F

Costain Group PLC

17 April 2014

Costain Group PLC

("Costain" or "the Company")

Transactions in shares by Persons Discharging Managerial Responsibilities ("PDMRs")

This notification is made in accordance with DTR 3.1.4(1).

Costain Group PLC announces that following the exercise of share awards granted under the Company's Long Term Incentive Plan and the Deferred Share Bonus Plan as detailed in sections (A) and (B) below, the directors listed below hold the following number of ordinary shares of 50 pence each in the share capital of the Company (the 'shares'):

Name of Director	Total beneficial holding of shares by directors prior to transactions detailed in sections (A) and (B) below	Total beneficial holding of shares by director following transactions detailed in sections (A) and (B) below
Andrew Wyllie	297,977	340,000
Anthony Bickerstaff	154,748	186,691

(A)            Long Term Incentive Plan

On 12 April 2011, awards were granted under the Costain Group PLC Long Term Incentive Plan (the "Plan") to certain directors.  The awards were granted in the form of options with a £1 exercise price (or an exercise price of £1 per exercise if exercised in part).

The awards became exercisable on 12 April 2014 for a period of up to ten years from the date of grant.

The Company announces that on 16 April 2014 it was notified that the following directors exercised their options to acquire the number of ordinary shares of 50 pence each in the capital of the Company set out in the table below.  As noted below, these individuals sold a proportion of the resulting ordinary shares, including to satisfy their income tax and national insurance liabilities arising on exercise.

Name of Director	Total number of share options exercised	Exercise price	Number of shares sold to satisfy Tax and National Insurance Liabilities	Number of Shares sold (after tax)	Number of Shares Retained (after tax)	Price at which shares were sold
Andrew Wyllie	90,976	£1.00	42,759	6,194	42,023	265.55p
Anthony Bickerstaff	60,271	£1.00	28,328	nil	31,943	265.55p

(B)            Deferred Share Bonus Plan

On 04 April 2012, awards were granted under the Costain Group PLC Deferred Share Bonus Plan ("the Plan") to certain directors. The awards were granted under the Plan in the form of options with a nil exercise price over a fixed number of shares (the "Deferred Awards").  No consideration was paid for the grant of the Deferred Awards.

The Deferred Awards became exercisable on 04 April 2014 for a period of up to ten years from the date of grant.

The Company announces that on 16 April 2014 the following directors exercised their options to acquire the number of ordinary shares of 50 pence each in the capital of the Company set out in the table below.  As noted below, these individuals sold a proportion of the resulting ordinary shares, including to satisfy their income tax and national insurance liability arising on the exercise. In addition, in accordance with the Rules of the Plan, dividend shares were awarded representing the value of dividends that would have been due on the vested Deferred Award shares during the period between 04 October 2012 and 04 April 2014.

Name of Director	Total number of shares acquired on exercise of the Deferred Award (including dividend shares)	Number of shares sold to satisfy Tax and National Insurance Liabilities	Number of Shares Sold (after tax)	Number of shares Retained (after tax)	Price at which shares were sold
Andrew Wyllie	89,259	41,952	47,307	nil	265.55p
Anthony Bickerstaff	59,134	27,793	31,341	nil	265.55p

The Company was informed of the above transactions on 16 April 2014.

Correction

The Company announced on 1 April 2014 that, following the completion of the Capital Raising announced by the Company on 27 February 2014, adjustments had automatically been made to the number of shares and, where relevant, the Option Price per share in respect of an award granted to certain directors of the Company on 3 April 2013 under the Costain Deferred Bonus Share Plan. The Option Price (before and after adjustment) relating to that part of the award comprising HMRC approved market value options over a fixed number of shares was incorrectly stated in that announcement.  The correct Option price (before and after adjustment) is set out in the table below.

Name of Director	Number of shares under Option before adjustment	Number of shares under Option after adjustment	Option price per share before adjustment	Option price per share after adjustment
Andrew Wyllie	10,771	11,576	278.5p	259.0p
Tony Bickerstaff	10,771	11,576	278.5p	259.0p

17 April 2014

Enquiries:

Costain Group PLC                                                                                          Tel: 01628 842444

Tracey Wood

Company Secretary

Instinctif Partners				Tel: 020 7457 2020
Mark Garraway Helen Tarbet

This information is provided by RNS

The company news service from the London Stock Exchange

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