21 August
2024
Costain Group
PLC
On-market Share Buyback
Programme of £10m
Costain Group PLC ("Costain" or the
"Group") today announces its intention to launch an on-market share
buyback programme for up to a maximum
aggregate consideration of £10m (excluding stamp duty and expenses)
(the "Buyback"), to be carried out in two tranches. The first
tranche of up to a maximum consideration of £5m (the "First
Tranche") will commence immediately. The second tranche of up to a
maximum consideration of £5m (the "Second Tranche") will commence
following completion of the First Tranche and it is anticipated it
will end no later than 28 March 2025, subject to market
conditions.
The purpose of the Buyback is to
reduce the Company's share capital and, accordingly, any ordinary
shares purchased by the Company will be cancelled. The Buyback will
also return surplus capital to shareholders and increase earnings
per share, while maintaining the financial flexibility to invest in
the Group's strategy to confidently deliver sustainable growth and
attractive returns.
Details of the
Buyback
Costain has instructed Panmure Liberum Limited
("Panmure Liberum") and Investec Bank plc ("Investec") to execute
the Buyback.
Costain has entered into a non-discretionary
and irrevocable instruction with Panmure Liberum and Investec,
pursuant to which Panmure Liberum (in respect of the First Tranche)
and Investec (in respect of the Second Tranche) will each purchase
the Company's ordinary shares of 1 pence each ("Ordinary Shares")
for up to a maximum consideration of £5m for each tranche, each
acting severally as riskless principal. The First Tranche will
commence immediately. The Second Tranche will commence following
completion of the First Tranche and it is anticipated it will end
no later than 28 March 2025, subject to market
conditions.
The maximum number of Ordinary Shares that can
be purchased in aggregate under the First Tranche and Second
Tranche is 27,671,888, being the number
of shares the Company is authorised to purchase pursuant to the
authority granted by shareholders at the Company's 2024 annual
general meeting (the "2024 AGM") and any subsequent authority.
Panmure Liberum and Investec will make their
trading decisions in relation to the Ordinary Shares independently
of, and uninfluenced by, the Company, within the terms and pre-set
parameters of the Buyback.
Any purchase of Ordinary Shares under the
Buyback will take place in open market transactions and may be made
from time to time depending on market conditions, share price and
trading volumes. The Buyback will be effected under the general
authority to repurchase Ordinary Shares granted by the Company's
shareholders at the 2024 AGM and in accordance with Chapter 12 of
the UK Financial Conduct Authority's Listing Rules, and Regulation
(EU) No 596/2014 and Commission Delegated Regulation (EU) No
2016/1052 (both as they form part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018), including where relevant
pursuant to the UK Market Abuse Regulation.
Any purchase of Ordinary Shares pursuant to the
Buyback will be announced by not later than 07:30 on the business
day following the calendar day on which the purchase
occurred.
The Company will make further announcements in
due course following the completion of any repurchases. There is no
guarantee that the Buyback will be implemented in full or that any
Ordinary Shares will be repurchased by the Company. The Buyback
will not impact the Company's existing Ordinary Share dividend
policy, which will continue unaffected through the regular awards
of interim and final dividends. At the time of this announcement,
the Company's share capital comprises 278,466,029 Ordinary Shares
with voting rights.
Enquiries:
Notes to
editors
Costain helps to improve people's lives by
creating connected, sustainable infrastructure that enables people
and the planet to thrive. We shape, create and deliver pioneering
solutions that transform the performance of the infrastructure
ecosystem across the UK's transport, energy, water, and defence
markets.
We are organised around our customers,
anticipating and solving their challenges and helping to improve
performance. By bringing together our unique mix of construction,
consulting and digital experts we engineer and deliver sustainable,
efficient and practical solutions.
