Director/PDMR Shareholding

RNS Number : 7798D

Costain Group PLC

01 April 2014

Costain Group PLC ("Costain" or the "Company")

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

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

On 12 April 2011 awards were granted under the Costain 2002 Long Term Incentive Plan (the "2002 Plan") and on 09 May 2012 and 07 May 2013 awards were granted under the 2012 Costain Long Term Incentive Plan (the "2012 Plan") to certain directors of Costain Group PLC (the "Company").

The awards granted under the 2002 Plan and the 2012 Plan are structured as options with a £1 exercise price over a number of shares ("Awards").

Following the completion of the Capital Raising announced by the Company on 27 February 2014 and, pursuant to the rules of the 2002 Plan and the 2012 Plan, the remuneration committee of the board of directors of the Company has determined that certain adjustments should automatically be made to the number of shares under the Awards and also, where relevant, to the Earnings Per Share ("EPS") performance targets. Details of the adjustments in respect of Awards held by certain directors of the Company and to the EPS performance targets are set out below.

Name of Director	Date of Grant	Number of shares under Award before adjustment	Number of shares under Award after adjustment	EPS performance conditions prior to adjustment		EPS performance conditions after adjustment
				Aggregate EPS targets over the three financial years commencing with the year of grant	Percentage of vesting of that portion of Awards made over Ordinary Shares worth up to and including 50% of salary (i)	Aggregate EPS targets over the three financial years commencing with the year of grant	Percentage of vesting of that portion of Awards made over Ordinary Shares worth up to and including 50% of salary (i)
Andrew Wyllie	12 April 2011	169,294	181,952	n/a		n/a
	09 May 2012	207,044	222,524	Below 90 pence 0% 90 pence 15% 100 pence or more 100% 90 to 100 pence 15% to 100% on a straight line basis		Below 81.66 pence 0% 81.66 pence 15% 90.73 pence or more 100% 81.66 to 90.73 pence 15% to 100% On a straight line basis
	07 May 2013	163,293	175,502	Below 88.7 pence 0% 88.7 pence 15% 100 pence or more 100% 88.7 to 100 pence 15% to 100% On a straight line basis		Below 80.48 pence 0% 80.48 pence 15% 90.73 pence or more 100% 80.48 to 90.73 pence 15% to 100% On a straight line basis

Tony Bickerstaff	12 April 2011	112,157	120,542	n/a		n/a
	09 May 2012	137,167	147,422	Below 90 pence 0% 90 pence 15% 100 pence or more 100% 90 to 100 pence 15% to 100% on a straight line basis		Below 81.66 pence 0% 81.66 pence 15% 90.73 pence or more 100% 81.66 to 90.73 pence 15% to 100% on a straight line basis
	07 May 2013	108,691	116,817	Below 88.7 pence 0% 88.7 pence 15% 100 pence or more 100% 88.7 to 100 pence 15% to 100% on a straight line basis		Below 80.48 pence 0% 80.48 pence 15% 90.73 pence or more 100% 80.48 to 90.73 pence 15% to 100% on a straight line basis

(i) 50% of the Awards (Tier 1) are subject to aggregate EPS as shown in the table above. The remaining 50% of the Awards (Tier 2) are based on operating profit (which has not been adjusted). In addition no element of the Tier 2 Awards will vest unless an EPS underpin has been achieved which requires Tier 1 performance conditions to be met in full and for the EPS for the financial year ending 31 December 2014 (for the 2012 LTIP Awards) to be at least 35.5p and for the financial year ending 31 December 2015 (for the 2013 LTIP Awards) to be at least 37.3p. These EPS underpins have now been adjusted to 32.21p and 33.84p respectively.

01 April 2014

ENQUIRIES: