Acquisition

Carillion PLC
30 January 2006


 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR
               FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

30 January 200

Acquisition of Mowlem plc

Further to the announcement made by Mowlem plc regarding the Court and EGM
meetings held today, 30 January 2006, the Carillion board is pleased to note
that, as recommended by the Mowlem Board, Mowlem Shareholders voted
overwhelmingly in favour of the Scheme of Arrangement for the Acquisition of
Mowlem plc by Carillion plc.

For further information contact
John Denning, Director Group Corporate Affairs 01902 316384

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

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

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

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

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

This announcement does not constitute an offer to sell or invitation to purchase
any securities or the solicitation of any vote for approval in any jurisdiction,
nor shall there be any sale, issue or transfer of the securities referred to in
this announcement in any jurisdiction in contravention of applicable law. Any
decision made in relation to the Acquisition should be made only on the basis of
information contained in or referred to in the Scheme Document and the
Information Memorandum.

The release, publication or distribution of this announcement in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which this announcement is released, published or distributed
should inform themselves about and observe such restrictions. In particular,
this announcement should not be distributed, forwarded to or transmitted in or
into the United States of America, Canada, Australia or Japan or any other
jurisdiction if to do so would constitute a violation of the relevant laws in
such jurisdiction.

This announcement and the Acquisition are not an offer of securities for sale in
the US or in any jurisdiction in which such an offer is unlawful. The New
Carillion Shares have not been, and will not be, registered under the US
Securities Act of 1933 (the 'Securities Act') or under the securities laws of
any state, district or other jurisdiction of the US, Australia, Canada or Japan
and no regulatory clearance in respect of the New Carillion Shares has been, or
will be, applied for in any jurisdiction other than the UK. It is expected that
the New Carillion Shares will be issued in reliance upon the exemption from the
registration requirements of the Securities Act provided by Section 3(a) (10)
thereof. Under applicable US securities laws, Mowlem Shareholders who are or
will be deemed to be 'affiliates' of Mowlem or Carillion prior to, or of
Carillion after, the Effective Date will be subject to certain transfer
restrictions relating to the New Carillion Shares received in connection with
the Acquisition. Relevant clearances have not been, and will not be, obtained
from the securities commission or similar authority of any province or territory
of Canada and no prospectus, information memorandum or other documents relating
to the New Carillion Shares has been or will be filed or registration made under
any securities laws of any province or territory of Canada nor has any
prospectus, information memorandum or other documents relating to the New
Carillion Shares been, or will be, lodged with, or registered by, the Australian
Securities Investments Commission or the Japanese Ministry of Finance and the
New Carillion Shares have not been, and nor will they be, registered under or
offered in compliance with applicable securities laws of any state, province,
territory or jurisdiction of Canada, Australia or Japan. Accordingly, unless an
exemption under relevant securities laws is applicable, the New Carillion Shares
may not be offered, sold, resold or delivered, directly or indirectly, in or
into Canada, Australia, Japan or any other jurisdiction where to do so would
constitute a violation of the relevant laws of, or require registration thereof
in, such jurisdiction or to, or for the account or benefit of, a person located
in Canada, Australia or Japan.




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