Publication of Documents

Carillion PLC 06 January 2006 THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN 6th January 2006 CARILLION PLC PUBLICATION OF SHAREHOLDER DOCUMENTS On 14th December 2005 Carillion and Mowlem announced that they had reached agreement on the revised final terms of a recommended cash and share acquisition of Mowlem plc (the 'Acquisition'). It is proposed that the Acquisition will be effected by means of a scheme of arrangement under section 425 of the Companies Act 1985 (the 'Scheme'). Further to that announcement, Carillion and Mowlem announce that the documentation in relation to the Acquisition will be posted today. Mowlem Shareholders will receive, amongst other documents, the Scheme Document published by Mowlem in connection with the Scheme, together with an Information Memorandum published by Carillion in connection with the New Carillion Shares being offered pursuant to the Acquisition. Carillion Shareholders will receive, amongst other documents, the Carillion Shareholder Circular in relation to the Acquisition, together with a copy of the Information Memorandum. As set out in the documentation, a Carillion Extraordinary General Meeting will be held to allow the Carillion Shareholders to vote on the resolutions required to approve and implement the Acquisition, and two shareholder meetings, namely the Court Meeting and the Mowlem Extraordinary General Meeting, will be held to allow the Mowlem Shareholders to vote on the proposed resolutions required to approve the Scheme and the Acquisition. The key dates for these meetings are as follows: Latest time for receipt of proxy forms for the Carillion EGM 12 noon on 21 January 2006 Carillion Extraordinary General Meeting 12 noon on 23 January 2006 Latest time for receipt of proxy forms for the Court Meeting 10.30 a.m. on 28 January 2006 Latest time for receipt of proxy forms for the Mowlem EGM 10.45 a.m. on 28 January 2006 Court Meeting 10.30 a.m. on 30 January 2006 Mowlem Extraordinary General Meeting 10.45 a.m. on 30 January 2006 Copies of the Scheme Document, the Carillion Shareholder Circular and the Information Memorandum will be submitted to the UK Listing Authority and will shortly be available for inspection at the Document Viewing facility, which is situated at: The Financial Services Authority 25 The North Colonnade Canary Wharf London E14 5HS Tel: +44 (0)20 7676 1000 Copies of the Carillion Shareholder Circular and the Information Memorandum will shortly be available for inspection by Carillion Shareholders at the offices of Carillion plc, 24 Birch Street, Wolverhampton, WV1 4HY during normal business hours on any weekday. Copies of the Scheme Document and Information Memorandum will shortly be available for inspection by Mowlem Shareholders at the offices of Mowlem plc, White Lion Court, Swan Street, Isleworth, Middlesex, TW7 6RN during normal business hours on any weekday. Copies of the Scheme Document and the Information Memorandum are available for inspection at the offices of Macfarlanes, 10 Norwich Street, London EC4A 1BD. Completion of the Acquisition remains subject to the satisfaction or, if permitted, waiver of the conditions to the Acquisition set out in the Scheme Document, including, amongst other things, the approval of the Acquisition by the requisite majorities of Carillion Shareholders and Mowlem Shareholders at the relevant meetings and the sanction of the Scheme by the Court. Terms defined in Carillion's announcement dated 7 December 2005 have the same meaning in this announcement. ENQUIRIES CARILLION CARILLION PLC +44 (0)1902 422 431 John McDonough, Chief Executive Chris Girling, Chief Financial Officer John Denning, Director, Group Corporate Affairs LAZARD +44 (0)20 7187 2000 Matthew Jarman Samuel Bertrand MORGAN STANLEY (Joint Corporate Broker) +44 (0)20 7425 8000 Nick Wiles Piers Coombs ORIEL SECURITIES (Joint Corporate Broker) +44 (0)20 7710 7600 Simon Bragg David Arch MAITLAND CONSULTANCY (PR Adviser) +44 (0)20 7379 5151 Angus Maitland Neil Bennett MOWLEM MOWLEM PLC +44 (0)20 8568 9111 Simon Vivian, Chief Executive Paul Mainwaring, Finance Director ROTHSCHILD +44 (0)20 7280 5000 John Deans Stuart Vincent HOARE GOVETT (Corporate Broker) +44 (0)20 7678 8000 Antonia Rowan John MacGowan CARDEW & CO. (PR Adviser) +44 (0)20 7930 0777 Anthony Cardew +44 (0)7770 720 389 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. This information is provided by RNS The company news service from the London Stock Exchange

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