RNS Number : 0748C
  Costain Group PLC
  27 August 2008
   

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

    Interim results for the half year ended 30 June 2008

    Costain, the engineering and construction group, announces a strong interim performance with profit before tax up 26% and a record
forward order book.

                     H1 2008  H1 2007  FY 2007
 Revenue*            �467.5m  �430.0m  �877.9m
 Profit before tax    �10.1m    �8.0m   �19.8m
 Net cash            �133.2m   �42.1m  �132.8m
 Earnings per share    1.3p    1.5p**     3.6p
 Dividend per share    0.25p      nil     0.5p
    *  Including share of joint ventures & associates
    ** Restated for the bonus element of the rights issue

    *     Strategy delivering profitable growth by focusing on customers with long-term investment programmes 


    *     High quality record order book

    *     * Increased by 25% to �2.0 billion (2007: �1.6 billion)
    * Further �1 billion of preferred bidder positions (2007: �500 million)
    *     �495 million of 2009 revenue secured at 30 June 2008 (2007: �416 million)


    * Approximately �900 million of new work secured during in the six month period ended 30 June 2008 including
    *     *     Southern Water AMP4 contract extended to 2015 
    *     A14 highway development in Cambridgeshire
    *     Bell Common tunnel project on the M25
    *     Farringdon Station, part of Thameslink Capacity Enhancement Project and future Crossrail interchange
    *     Felixstowe container port expansion

    *     Strong net cash position of �133.2 million (2007: �42.1 million

    *     Banking and bonding facilities extended to September 2011 and increased by 42% to �285.0 million

    *     Interim dividend of 0.25p (2007: nil) 

    Commenting on the results, the Chairman, David Allvey, said:

    "Following the significant recovery in performance last year, we have delivered a strong result for the first half of 2008.

    "We believe that, despite the current economic environment, our targeted blue-chip customers, in particular those in the public sector
and regulated industries, will continue with their investment programmes.

    "Therefore, Costain, with a strong cash balance and a record order book, is in a good position to continue to deliver growth in line
with our expectations."


    27 August 2008
      
 ENQUIRIES:
 Costain Group PLC                   Tel: 01628 842 444
 Andrew Wyllie, Chief Executive
 Tony Bickerstaff, Finance Director
 Graham Read, Group Communications

 College Hill                        Tel: 020 7457 2020
 Mark Garraway    
 Adam Aljewicz
      
    CHAIRMAN'S AND CHIEF EXECUTIVE'S STATEMENT



    Overview

    Following the significant recovery in performance last year, this was a good start to the year with both revenue and profit up
considerably on the same period last year. We also strengthened our cash position and achieved a record order book.

    We have been successful in, and will continue to focus on, securing and retaining blue-chip clients in sectors with long-term investment
programmes, a significant proportion of which is supported by public-sector and regulated industry spending commitments. This focused
approach has ensured that the Group overall has continued to perform well.  

    Results

    Revenue, including the Group's share of associates and joint ventures, for the half year ended 30 June 2008 was up 9% at �467.5 million
(2007: �430.0 million). Profits from operations were �7.5 million (2007: �6.6 million), an increase of 14%, whilst profit before tax was up
26% at �10.1 million (2007: �8.0 million). Earnings per share were 1.3 pence (2007: 1.5 pence, restated), reflecting the increase in the
number of shares issued following the successful �60 million rights issue completed in October 2007.

    As a result of the management actions taken last year, including raising �60 million, by way of a rights issue, and increasing the
Group's banking and bonding facilities, we have been able to tender for and secure a greater number of larger contracts. This has resulted
in a record order book, up 25% from the year end level. To facilitate continuing business growth, we have further enhanced our banking and
bonding facilities in the first half of the year and our facilities now stand at �285 million and have been extended to 2011. 

    Net cash at the period end stood at �133.2 million (2007: �42.1 million) an increase of �91.1 million, reflecting the �60 million net
proceeds from the rights issue and strong cash management.

    With an order book in excess of �2 billion, and a further �1 billion in preferred bidder positions, the Group has already secured almost
�500 million of revenue for 2009.  

    Dividend

    In line with the Board's commitment to a progressive dividend policy following the return to the dividend list with the payment of 0.5
pence per share for the year ended 31 December 2007, the Board has declared a 2008 interim dividend of 0.25 pence per share. The dividend,
which reflects both the Group's improved performance and the Board's confidence in the future, will be paid on 31 October 2008 to those
shareholders on the register as at 26 September 2008. 

    Pension

    The Group's legacy defined benefit pension scheme deficit as at 30 June 2008 was �48.4 million net of deferred tax, an increase of �12.0
million from the position as at 31 December 2007. The increase reflects the downturn in the world's equity markets since the beginning of
the year.  The assumptions and sensitivities used in the valuation of the pension scheme are set out in Note 7 to the interim financial
statements.

    In line with our previously announced policy, an additional cash payment of �1.6 million, matching the interim dividend payment, will be
made to the scheme.

      
    Operations 

    Civil Engineering

    The Group's Civil Engineering division, which accounts for over 80% of the Group's order book, includes the Infrastructure (Highways,
Airports, Rail and Nuclear) and Environment (Water, Waste and Marine) activities.

    Revenue during the period was �280.4 million (2007: �280.4 million), with a profit from operations of �11.8 million (2007: �10.1
million).  

    Whilst revenues were at the same level as last year, operating profits were significantly improved reflecting an excellent performance
in markets where Costain has strong positions and where we secured a higher number of project bonuses than last year for contracts completed
ahead of schedule.  This also resulted in strong margin improvement where we continued to record an upper quartile industry performance.  

    The division's order book was up 40% on the year end level following a number of excellent contract awards during the period, including
a number with repeat order blue chip customers.  

    In Environment, our Water operations, as a 40% member of the 4D consortium, scored a major success when it won a five-year extension to
its AMP4 contract for Southern Water which gives the Group early visibility of a major earnings stream from 2010 through to 2015. In Waste,
we are preferred bidder for a major scheme at Manchester and, post the period end, were awarded the �120 million contract at Riverside
Belvedere. The Marine operation meanwhile was awarded the contract by Hutchison Ports UK for an enlarged container terminal at Felixstowe.
.

    In Infrastructure, our Highways activity got off to a strong start to the year with the awards of major contracts for the Bell Common
tunnel project on the M25 and, in joint venture, the A14 in Cambridgeshire. In Rail, we secured an advance works contract at Farringdon
Station as part of the Thameslink Capacity Enhancement Project in north London which, following Royal Assent for the Crossrail project,
gains increased significance with Farringdon nominated as a Crossrail interchange.  

    Having earlier this year been appointed to the BAA Complex Building Integrator Framework, our Airports operation secured initial
advisory work at London Gatwick airport. Meanwhile, in Nuclear, we made progress in building a leading position in the decommissioning
market, particularly at Sellafield which accounts for the majority of the UK's nuclear decommissioning programme.

    Building

    Revenue during the period was �146.9 million (2007: �108.5 million).  The net loss of �2.6 million (2007: loss of �0.4 million) is the
result of provisions made for additional costs on one specific non-core residential project.

    In line with our stated strategy of actively trading our PFI portfolio in order to invest in future opportunities, we disposed of our
equity stake in the Kent Education Partnership concession, in the period, for a profit of �1.6 million and in line with the last Directors'
valuation. 

    Aside from the residential project referred to above, the division would otherwise have generated a small net profit and has a good
positive cash position.  


    Costain Oil, Gas & Process ("COGAP")

    COGAP had a very good first half with a profit from operations for the first six months of �1.8 million (2007: �0.2 million) on revenue
of �37.2 million (2007: �26.2 million). As a result of its refocused strategy and the remedial actions taken over the last two years,
margins are approaching the targeted 5% level and have the potential to grow further on the back of an excellent order book.   

    Excellent examples of the quality of work being secured by the division are the additional orders from E.ON and Gaz de France for the
engineering and project management services for their major underground gas storage projects in Cheshire.

    Good progress has been made in the year on the Pemex contract in Mexico and the plant is now in the final commissioning phase.

    Land Development

    With, as expected, no land transactions during the period, revenue for the period was �0.6 million (2007: �1.9 million) with a loss
after tax of �0.6 million (2007: loss of �0.5 million). The loss in the period reflects running costs similar to those in the prior period.

    As has been widely reported, the Spanish property market has become more difficult. Whilst we continue to pursue a major land
transaction, due to the prevailing market conditions, we do not currently expect this to be completed by the end of the year. 

    Meanwhile, construction has now commenced on the Group's 30-year marina concession adjacent to Gibraltar with initial income expected
during the first half of 2010.  The Group's share of the equity investment in this significant project, which includes 798 berths, dry-dock
facilities and commercial property development opportunities, is EUR7.5 million over the next two years. 

    International

    Following the decision in 2006 to close the International division, we are near to completing the remaining contracts, in particular
Costa Azul where the facility is now operational and, whilst final minor works are being completed, commercial negotiations regarding the
final account are ongoing.  

    Management

    In order to further align our organisation with our target customers, we have streamlined the operational management team to four
Managing Directors, each with responsibility for a contracting division. In addition Alan Kay has been appointed as Chief Operating Officer
with a specific remit to enhance our contract winning processes, project resourcing, technical excellence and operational delivery across
the Group.

    Risks and uncertainties

    The Board continuously assesses and monitors the key risks of the business. Despite the current uncertainty in the global economy, the
key risks that could affect the Group's medium term performance, and the factors which mitigate these risks, have not significantly changed
from those set out on pages 22 to 24 of the Group's Annual Report for 2007, a copy of which is available from our website www.costain.com.

    The Business Review and the notes to these interim financial statements include consideration of uncertainties affecting the Group in
the remaining six months of the year.
      
    Outlook

    Following the significant recovery in performance last year, we have delivered a strong result for the first half of 2008.

    We believe that, despite the current economic environment, our targeted blue-chip customers, in particular those in the public sector
and regulated industries, will continue with their investment programmes.

    Therefore, Costain, with a strong cash balance and a record order book, is in a good position to continue to deliver growth in line with
our expectations.




    DAVID ALLVEY
    Chairman

    ANDREW WYLLIE
    Chief Executive

    27 August 2008
































    Condensed consolidated income statement

 Half-year ended 30 June, year                    2008          2007        2007
 ended 31 December
                                             Half-year     Half-year        Year
                                   Notes            �m            �m          �m
 Revenue (Group and share of           3         467.5        430.0        877.9
 joint ventures and associates)
 Share of joint ventures and                    (45.3)        (77.7)     (130.3)
 associates
 Group revenue                                   422.2        352.3        747.6

 Cost of sales                                 (403.2)       (337.9)     (716.2)
 Gross profit                                     19.0         14.4         31.4

 Administrative expenses                        (12.2)        (10.8)      (21.7)

 Group operating profit                            6.8          3.6          9.7

 Profit on sale of investment                        -          2.7          2.7
 Profit on sales of interests in                   1.6          0.2          3.2
 joint ventures and associates
 Share of results of joint             3         (0.9)          0.1          0.9
 ventures and associates

 Profit from operations                3           7.5          6.6         16.5

 Financial income                      4          17.5         14.5         29.6
 Finance costs                         4        (14.9)        (13.1)      (26.3)
 Net financing income                              2.6          1.4          3.3

 Profit before tax                                10.1          8.0         19.8

 Income tax expense                              (2.2)         (1.8)       (3.8)

 Profit for the period                 3           7.9          6.2 
 attributable to equity holders                                             16.0
 of the parent


 Earnings per share - basic*           5          1.3p          1.5p        3.6p
 Earnings per share - diluted*         5          1.2p          1.5p        3.5p

        
    * (2007 half-year figures restated - see note 5)

    The impact on the results of the businesses disposed was not material and, therefore, all results are classified as arising from
continuing operations.






    Condensed consolidated statement of recognised income and expense

 Half-year ended 30 June, year ended 31 December          2008     2007     2007
                                                         Half-    Half-     Year
                                                          year     year  
                                                            �m       �m       �m
 Exchange differences on translation of foreign            2.0        -      2.0
 operations                                                              
                                                                         
 Cash flow hedges:                                                       
   Effective portion of changes in fair value                            
   (net of tax) during period - Group                        -        -    (0.1)
   Effective portion of changes in fair value                            
   (net of tax) during period - joint ventures and       (2.3)      5.9      0.4
   associates                                                            
   Net change in fair value of cash flow hedges                          
   transferred toprofit or loss (net of tax) - joint     (0.4)        -    (0.5)
 ventures                                                                
   and associates                                                        
                                                                         
 Change in fair value of assets classified as                -    (2.6)    (2.6)
 available for sale                                                      
                                                                         
 Actuarial (losses)/gains on defined benefit pension    (20.8)     27.8     11.7
 scheme                                                                  
 Tax recognised on actuarial losses/(gains) recognised                   
 directly in equity                                        5.8    (7.8)    (3.3)
 Tax rate adjustment to brought forward actuarial                        
 losses recognised directly in equity                        -    (1.7)    (1.7)
                                                                         
 Net (expense)/income recognised directly in equity     (15.7)     21.6      5.9
                                                                         
 Profit for the period                                     7.9      6.2     16.0
                                                                         
 Total recognised income and expense for the period                      
 attributable to equity holders of the parent            (7.8)     27.8     21.9
                                                                         

      
    Condensed consolidated balance sheet 

 Half-year ended 30 June, year ended 31       Notes      2008      2007     2007
 December                                               Half-     Half-     Year
                                                         year      year  
                                                           �m        �m       �m
 Assets                                                                  
 Non-current assets                                                      
 Property, plant & equipment                      6       7.4       4.4      3.5
 Intangible assets                                6       2.3       3.1      2.7
 Investments in joint ventures                           30.7      28.0     29.0
 Investments in associates                                1.7       2.9      2.2
 Loans to joint ventures                                 10.8       4.3      7.3
 Loans to associates                                      1.0       1.2      1.6
 Other receivables                                        6.5       6.2      6.7
 Deferred tax assets                                     24.8      18.4     21.2
 Total non-current assets                                85.2      68.5     74.2
                                                                         
 Current assets                                                          
 Inventories                                              4.1       1.7      2.0
 Trade and other receivables                            158.4     146.0    150.3
 Cash and cash equivalents                              133.5      42.9    133.4
 Total current assets                                   296.0     190.6    285.7
 Total assets                                           381.2     259.1    359.9
                                                                         
 Equity                                                                  
 Share capital                                           31.6      17.9     31.4
 Share premium                                            1.6       0.6      1.1
 Special reserve                                            -      12.8        -
 Foreign currency translation reserve                     2.9     (1.2)      0.9
 Hedging reserve                                        (4.5)       4.4    (1.8)
 Retained earnings                                     (14.0)    (61.7)    (4.2)
 Total equity attributable to equity holders      8      17.6    (27.2)     27.4
 of the parent                                                           
                                                                         
 Liabilities                                                             
 Non-current liabilities                                                 
 Retirement benefit obligations                   7      67.2      38.4     50.6
 Other payables                                           3.3       3.2      3.7
 Provisions                                               8.1       3.4      5.0
 Total non-current liabilities                           78.6      45.0     59.3
                                                                         
 Current liabilities                                                     
 Trade and other payables                               279.6     233.6    268.1
 Tax liabilities                                          1.7       1.8      1.8
 Overdrafts                                                 -       0.5        -
 Interest bearing loans and borrowings                    0.3       0.3      0.6
 Provisions                                               3.4       5.1      2.7
 Total current liabilities                              285.0     241.3    273.2
 Total liabilities                                      363.6     286.3    332.5
 Total equity and liabilities                           381.2     259.1    359.9




      
    Condensed consolidated cash flow statement 
 Half-year ended 30 June, year ended 31 December        2008      2007      2007
                                                       Half-     Half-      Year
                                                        year      year  
                                                          �m        �m          
                                                                              �m
 Cash flows from operating activities                                   
 Profit for the period                                   7.9       6.2      16.0
 Adjustments for:                                                       
   Depreciation and amortisation                         1.3       1.1       2.8
   Financial income                                   (17.5)    (14.5)    (29.6)
   Finance costs                                        14.9      13.1      26.3
   Share-based payments expense                          0.7       0.2       0.2
   Income tax                                            2.2       1.8       3.8
   Profit on sale of investment                            -     (2.7)     (2.7)
   Profit on sales of interests in joint ventures      (1.6)     (0.2)     (3.2)
 and associates                                                         
   Share of results of joint ventures and                0.9     (0.1)     (0.9)
 associates                                                             
 Cash generated by operations before changes in                         
 working capital and provisions                          8.8       4.9      12.7
                                                                        
 (Increase)/decrease in inventories                    (2.1)       0.7       0.4
 (Increase)/decrease in receivables                    (7.0)      18.4      13.3
 Increase/(decrease) in payables                        10.7    (32.5)       1.9
 Movement in provisions and employee benefits          (3.8)     (6.1)     (8.0)
 Cash generated/(used) by operations                     6.6    (14.6)      20.3
                                                                        
 Interest paid                                         (0.2)     (0.1)     (0.5)
 Income taxes paid                                         -         -     (0.3)
 Net cash generated/(used) by operating activities       6.4    (14.7)      19.5
                                                                        
 Cash flows from investing activities                                   
 Interest received                                       2.5       1.2       2.8
 Additions to property, plant & equipment              (4.8)     (0.2)     (0.8)
 Additions to intangible assets                            -     (0.1)     (0.2)
 Additions to investments                                  -         -     (0.2)
 Disposal of subsidiary, net of cash disposed              -     (1.4)     (1.4)
 Proceeds from sale of investment and interests in                      
 joint ventures and associates                           5.0       3.7       9.4
 Loans to joint ventures and associates                (6.2)     (0.2)    (10.5)
 Repayment of loans from joint ventures and                -       0.5       0.4
 associates                                                             
 Net cash (used in)/from investing activities          (3.5)       3.5     (0.5)
                                                                        
 Cash flows from financing activities                                   
 Issue of ordinary share capital                         0.6         -      65.0
 Share issue costs                                         -         -     (4.5)
 Dividends paid                                        (3.1)         -         -
 Payment of borrowings                                 (0.3)         -     (1.0)
 Payment of finance lease liabilities                      -     (1.4)     (0.1)
 Net cash (used in)/from financing activities          (2.8)     (1.4)      59.4
                                                                        
 Net increase/(decrease) in cash and cash                0.1    (12.6)      78.4
 equivalents                                                            
                                                                        
 Cash and cash equivalents at beginning of period      133.4      55.0      55.0
 Effect of foreign exchange rate changes                   -         -         -
 Cash and cash equivalents at end of period            133.5      42.4     133.4




      
    Notes to the interim financial statements

        1.    General information

    Costain Group PLC (the Company) is a public limited company incorporated in the United Kingdom. The address of its registered office and
principal place of business is Costain House, Vanwall Business Park, Maidenhead, Berkshire SL6 4UB.  

    The condensed consolidated interim financial statements are presented in pounds sterling, rounded to the nearest hundred thousand.

    The comparative figures for the financial year ended 31 December 2007 are not the Company's full statutory accounts for that financial
year. Those accounts have been reported on by the Company's auditors and delivered to the Registrar of Companies. The report of the auditors
was (i) unqualified, (ii) did not include a reference to any matters to which the auditors drew attention by way of emphasis without
qualifying their report, and (iii) did not contain a statement under section 237(2) or (3) of the Companies Act 1985.    

        2.    Statement of compliance

    This interim financial information for the half-year ended 30 June 2008 has been prepared in accordance with IAS 34 Interim Financial
Reporting as adopted by the European Union and with the Disclosure and Transparency Rules of the Financial Services Authority. The interim
financial information should be read in conjunction with the Annual Report for the year ended 31 December 2007.

    As required by the Disclosure and Transparency Rules of the Financial Services Authority the accounting policies and presentation
applied in this condensed set of financial statements are consistent with those described in the Annual Report for the year ended 31
December 2007.

    The Board approved the unaudited interim financial statements on 26 August 2008.

    The Group's principal risks and uncertainties are consistent with those noted in the Annual Report for the year ended 31 December 2007.
Judgements made by management in the application of Adopted IFRS that have significant effect on the financial statements and estimates with
a significant risk of material adjustment in the next year are discussed in note 10. 


        3.    Business and geographical segment information by origin

    In the opinion of the directors, the business segments are Civil Engineering, Building, Oil, Gas & Process and International, which
undertake engineering and construction projects, Property Development operations in Spain and Central costs. These represent the Group's
primary segments. Secondary segments are presented geographically.

 Half-year ended 30 June 2008    Civil Engineering  Building  Oil, Gas & Process  International  Property Development  Central costs  Total
                                                �m        �m                  �m             �m                    �m             �m     �m
                                             242.6     143.8                35.2            0.6                     -              -  422.2
 Group revenue
 Share of revenue of                          37.8       3.1                 2.0            1.8                   0.6              -   45.3
 JVs and associates
                                             280.4     146.9                37.2            2.4                   0.6              -  467.5
 Total revenue 

 Group operating                              12.3     (4.4)                 1.8              -                     -          (2.9)    6.8
   profit/(loss)
 Profit on sale of                               -       1.6                   -              -                     -              -    1.6
   associate
 Share of results of JVs and                 (0.5)       0.2                   -              -                 (0.6)              -  (0.9)
 associates
 Segment result                               11.8     (2.6)                 1.8              -                 (0.6)          (2.9)    7.5
 Net financing income                                                                                                                   2.6
 Income tax expense                                                                                                                   (2.2)
 Profit for the period                                                                                                                  7.9



 Half-year ended 30 June 2007    Civil Engineering  Building  Oil, Gas & Process  International  Property Development  Central Costs  Total
                                                �m        �m                  �m             �m                    �m             �m     �m
 Group revenue                               223.6     104.3                22.1            2.3                     -              -  352.3
 Share of revenue of JVs and                  56.8       4.2                 4.1           10.7                   1.9              -   77.7
 associates
 Total revenue                               280.4     108.5                26.2           13.0                   1.9              -  430.0

 Group operating                               9.9     (3.3)                   -          (0.2)                     -          (2.8)    3.6
 profit /(loss)
 Profit on sale of investment                    -       2.7                   -              -                     -              -    2.7
 Profit on sale of associate                     -         -                   -            0.2                     -              -    0.2
 Share of results of JVs and                   0.2       0.2                 0.2              -                 (0.5)              -    0.1
 associates
 Segment result                               10.1     (0.4)                 0.2              -                 (0.5)          (2.8)    6.6
 Net financing income                                                                                                                   1.4
 Income tax expense                                                                                                                   (1.8)
 Profit for the period                                                                                                                  6.2


 Year ended                      Civil Engineering  Building  Oil, Gas & Process  International  Property Development  Central costs  Total
 31 December 2007
                                                �m        �m                  �m             �m                    �m             �m     �m
 Group revenue                               441.4     249.7                53.8            2.7                     -              -  747.6
 Share of revenue of JVs and                  97.9       5.0                 8.5           15.3                   3.6              -  130.3
 associates
 Total revenue                               539.3     254.7                62.3           18.0                   3.6              -  877.9

 Group operating                              16.9     (2.3)                 1.7          (0.2)                     -          (6.4)    9.7
   profit /(loss)
 Profit on sale of                               -       2.7                   -              -                     -              -    2.7
   investment
 Profit on sale of JVs                         3.0         -                   -            0.2                     -              -    3.2
   and associates
 Share of results of JVs                       0.1       0.4                 0.2              -                   0.2              -    0.9
   and associates
 Segment result                               20.0       0.8                 1.9              -                   0.2          (6.4)   16.5
 Net financing income                                                                                                                   3.3
 Income tax expense                                                                                                                   (3.8)
 Profit for the year                                                                                                                   16.0



                                            Revenue         Segment result
                               2008    2007     2007     2008   2007  2007
                              Half-   Half-     Year    Half-  Half-  Year
                               year    year              year   year
                                 �m      �m       �m       �m     �m    �m
 United Kingdom               463.1   405.7    833.8      8.1    7.2  16.3
 Spain                          0.6     1.9      3.6    (0.6)  (0.5)   0.2
 Rest of the world              3.8    22.4     40.5        -  (0.1)     -
 Total revenue                467.5   430.0    877.9      7.5    6.6  16.5
 Share of revenue of JVs     (45.3)  (77.7)  (130.3)  
  and associates                                      
 Group revenue                422.2   352.3    747.6  

    During the 6 months to 30 June 2008, the Group sold its interest in its associate, Kent Education Partnership Ltd, for a net cash
consideration of �5.0 million generating a profit on disposal of �1.6 million.

    During 2007, the Group sold its investment in Bridgend Custodial Services Ltd and its interest in the joint venture, Sirhowy Enterprise
Way (Holdings) Ltd, for a net aggregate cash consideration of �8.4 million, generating profits on disposal of �2.7 million and �3.0 million
respectively. The Group also disposed of its interests in Nigeria. These comprised the Group's associate Costain (West Africa) Plc, sold for
a net cash consideration of �1.0 million generating a profit after costs of sale of �0.2 million and the Group's subsidiary undertaking,
Richard Costain Construction & Engineering Ltd. The consideration for this subsidiary undertaking was �nil and the net assets at the date of
sale were property, plant & equipment �0.9 million, trade and other receivables �0.7 million, cash and cash equivalents �1.4 million and
trade and other payables (�3.0 million).

             4.   Net financing income/(costs)
    Financial income includes the expected return on the assets of the pension scheme of �14.1 million (2007 half-year �13.4 million, 2007
year �26.7 million) and finance costs include the expected increase in the present value of the pension scheme liabilities of �14.7 million
(2007 half-year �12.9 million, 2007 year �25.8 million). The expected return and the increase in present value are based on the value of
assets and liabilities of the pension scheme at the start of the period. 

             5.    Earnings per share
             The calculation of earnings per share is based on profit for the period of �7.9 million (2007 half-year �6.2 million, 2007  
             year �16.0 million) and the number of shares set out below:
                                            2008           2007           2007
                                       Half-year    Half-year *           Year
 Weighted average number of shares   630,695,672    409,790,441    449,535,401
 for basic earnings per share                                    
 calculation                                                     
 Dilutive potential ordinary                                     
 shares:                                                         
 SAYE Scheme                           1,909,649      6,622,009      5,404,067
 Weighted average number of shares   632,605,321    416,412,450    454,939,468
 for fully diluted earnings per                                  
 share calculation                                               
        * The weighted average number of shares and the number of dilutive potential ordinary shares have been adjusted to take account of
the bonus element of the Rights Issue and the comparative figures have been restated.
            
        6.    Property, plant & equipment
    During the interim period, the Group spent �1.3 million on I.T. hardware upgrades (2007 half-year �0.2 million, 2007 year �0.4 million),
�1.1 million on plant and machinery (2007 half-year �nil, 2007 year �0.3 million) and �2.4 million on leasehold improvements (2007 half-year
�nil, 2007 year �0.1 million).  

        7.    Retirement benefit obligations
                                                    2008       2007       2007
                                                   Half-      Half-       Year
                                                    year       year         �m
                                                      �m        �m   
   Present value of defined benefit obligations  (496.7)    (495.0)    (511.1)
                    Fair value of scheme assets    429.5      456.6      460.5
       Recognised liability for defined benefit   (67.2)     (38.4)     (50.6)
                                    obligations                      


    Movements in present value of defined benefit obligations:
                             2008      2007      2007
                            Half-     Half-      Year
                             year      year        �m
                               �m       �m   
 At 1 January               511.1     509.4     509.4
 Current service cost         2.4       3.1       5.8
 Past service cost            1.3       1.3       1.2
 Interest cost               14.7      12.9      25.8
 Actuarial gains           (24.9)    (24.6)    (15.9)
 Benefits paid              (9.8)     (9.3)    (19.5)
 Contributions by members     1.9       2.2       4.3
 At 31 December             496.7     495.0     511.1

    Movements in fair value of scheme assets:
                                     2008     2007      2007
                                    Half-    Half-      Year
                                     year     year        �m
                                       �m      �m   
 At 1 January                       460.5    440.7     440.7
 Expected return on scheme assets    14.2     13.4      26.7
 Actuarial (losses)/gains          (45.7)      3.3     (4.2)
 Contributions by employer            8.4      6.3      12.5
 Contributions by members             1.9      2.2       4.3
 Benefits paid                      (9.8)    (9.3)    (19.5)
 At 31 December                     429.5    456.6     460.5

      The following actuarial assumptions have been used in the IAS 19 valuations of the Group's defined benefit pension scheme (expressed
as weighted averages):
                                            2008     2007    2007
                                           Half-    Half-    Year
                                            year     year       %
                                               %       %   
                            Discount rate   6.70     5.75    5.80
 Expected rate of return on scheme assets   6.14     6.09    6.14
                  Future salary increases   4.10     3.25    3.40
                Future pension increases    4.10     3.25    3.40
                     Inflation assumption   4.10     3.25    3.40

    The discount rate, inflation and pension increase and mortality assumptions have a significant effect on the amounts reported. Changes
in these assumptions would have the following effects on the Group's defined benefit scheme:

    
                                                             Pension liability
                                                                            �m
                                                                              
 Decrease discount rate by 0.2%, increases pension                        15.6
 liability by:
 Decrease inflation (and pension increases) by 0.2%,                    (13.0)
 decreases pension liability by:
 Increase life expectancy by one year, increases pension                  14.8
 liability by:


    8.    Capital and reserves 

    Issued capital as at 30 June 2008 amounted to �31.6 million (2007 half-year �17.9 million, 2007 year �31.4 million).  

                                                      2008      2007      2007
                                                     Half-     Half-      Year
                                                      year      year        �m
 Total equity                                           �m        �m  
 Opening balance                                      27.4    (55.2)    (55.2)
 Total recognised income and expense for the period  (7.8)      27.8      21.9
 Share-based payments                                  0.5       0.2       0.2
 Shares issued (2008 including �0.1m via scrip         0.7         -      60.5
 dividend alternative)                                                
 Dividends (including �0.1m via scrip dividend       (3.2)         -         -
 alternative)                                                         
 Closing balance                                      17.6    (27.2)      27.4




    During the interim period, the 2007 final dividend of 0.5 pence (2006: nil pence) per share was paid to shareholders (�3.1 million in
cash, �0.1 million via scrip alternative). The five-year savings contract in the Company's 2002 Save As you Earn Plan and the three-year
savings contract in the Company's 2004 Save As You Earn Plan matured in December 2007. During the interim period, a total of 3,679,949
ordinary shares were allotted to employees, raising �0.6 million.

    A proposed interim dividend of 0.25 pence (2007: nil pence) has not been included as a liability in these financial statements because
it had not been approved at the balance sheet date. The dividend totalling 
    �1.6 million will be paid on 31 October 2008 to shareholders on the register at the close of business on 26 September 2008. A scrip
dividend alternative will be offered.

    The Group has established a Long-Term Incentive Plan (LTIP) under which directors and senior employees can receive awards of shares
subject to the Group achieving earnings per share growth targets, and Save As You Earn plans (SAYE) in which, eligible employees and
executive directors are entitled to participate. Full details of these plans are disclosed in the annual financial statements.

    The following grants were made during the 6 months to 30 June 2008:
 Arrangement                         LTIP 2008      LTIP 2008    SAYE 2008    SAYE 2008
 Date of grant                   21 April 2008  21 April 2008  23 May 2008  23 May 2008
 Number of instruments granted       2,453,607     10,489,905   12,838,252    7,594,446
 Share price at date of grant            25.0p          25.0p        24.5p        24.5p
 Exercise price                            nil            nil        19.6p        19.6p
 Contractual life                      3 Years        3 Years      3 Years      5 Years
 Settlement                             Shares           Cash       Shares       Shares
 Fair value per granted
 instrument determined at the            23.5p          23.5p         6.7p         7.4p
 grant date

    9.    Related party transactions 
    There have been no significant changes in the nature of related party transactions since the last annual financial statements as at, and
for the year ended, 31 December 2007.  

    10.    Significant areas of judgement
    The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the
period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the
revision affects both current and future periods.

    The Group believes that the most critical accounting policies and significant areas of judgement and estimation arise from the
accounting for defined benefit pension schemes under IAS 19 Employee benefits and for long-term contracts under IAS 11 Construction
contracts.

    Defined benefit pension schemes are accounted for in accordance with the advice of independent qualified actuaries but significant
judgements are required in relation to the assumptions for inflation, future salary and pension increases, investment returns and member
longevity that underpin the valuations. 

    A significant amount of the Group's activities are undertaken via long-term contracts. These contracts are accounted for in accordance
with IAS 11, which requires estimates to be made for contract costs and revenues. 

    Management base their judgements of contract costs and revenues on the latest available information, which includes detailed contract
valuations. In many cases, the results reflect the expected outcome of long-term contractual obligations, which span more than one reporting
period. Contract costs and revenues are affected by a variety of uncertainties that depend on the outcome of future events and often need to
be revised as events unfold and uncertainties are resolved. The estimates are updated regularly and significant changes are highlighted
through established internal review procedures. The impact of the changes in accounting estimates is then reflected in the ongoing results.

    The Group undertakes construction contracts that may require it to perform extra or change order work. This can result in negotiations
over the extent to which the work is outside the scope of the original contract or the price for the extra work. In addition, many contracts
specify the completion schedule requirements and allow liquidated damages to be charged in the event of failure to achieve that schedule; on
these contracts, this could result in the Group incurring liquidated damages.

    Two significant legacy contracts, in particular, represent potential risks:

    Costa Azul Breakwater, Mexico (joint venture between Costain and China Harbour Engineering Company) - further progress has been made
during the half-year and the final offshore works are substantially complete although there are minor rock removal works outstanding, which
are weather related. The Group believes it is entitled to additional monies in respect of the works performed and commercial negotiations to
this end continue and have reached an advanced stage. Judgement as to the outcome of these negotiations is required at the balance sheet
date and a quantification of the probable recoveries has been made in establishing the anticipated loss on this contract. However, until the
Breakwater has been handed over and the final account agreed, there will be some residual risk. The directors quantified this risk as being
up to �10 million in the 31 December 2007 financial statements. Whilst this exposure remains, the directors remain confident that the
current loss provisions taken on the contract are adequate.

    Pemex Nitrogen Rejection Unit, Mexico - Costain is a sub-contractor on this contract, which has suffered substantial delays and cost
overruns. Costain and Techint SA de CV, the main contractor, are working together towards its conclusion. Although, if either party fails to
meet its respective obligations, the matter may be subject to protracted legal dispute; the directors believe appropriate provision has been
made.





    Responsibility Statement of the Directors in respect of the interim financial report

                            We confirm that to the best of our knowledge:
    *     the condensed set of financial statements has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted by
the EU; 
    *     the interim management report includes a fair review of the information required by: 
(a)            DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the
first six months of the financial year and their impact on the condensed set of financial statements; and a description of the principal
risks and uncertainties for the remaining six months of the year; and
 
(b)            DTR 4.2.8R of the Disclosure and Transparency Rules, being related party transactions that have taken place in the first six
months of the current financial year and that have materially affected the financial position or performance of the entity during that
period; and any changes in the related party transactions described in the last annual report that could do so
    
    

    On behalf of the Board

    DAVID ALLVEY
    Chairman

            ANDREW WYLLIE
            Chief Executive
        
            27 August 2008
      
    INDEPENDENT REVIEW REPORT TO COSTAIN GROUP PLC

    Introduction
    We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six
months ended 30 June 2008 which comprises the Condensed Consolidated Income Statement, the Condensed Consolidated Statement of Recognised
Income and Expense, the Condensed Consolidated Balance Sheet, the Condensed Consolidated Cash Flow Statement and the related explanatory
notes. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent
misstatements or material inconsistencies with the information in the condensed set of financial statements.

    This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the
requirements of the Disclosure and Transparency Rules ("the DTR") of the UK's Financial Services Authority ("the UK FSA"). Our review has
been undertaken so that we might state to the company those matters we are required to state to it in this report and for no other purpose.
To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company for our review work, for
this report, or for the conclusions we have reached.

    Directors' responsibilities
    The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for
preparing the half-yearly financial report in accordance with the DTR of the UK FSA.
    The annual financial statements of the group are prepared in accordance with IFRSs as adopted by the EU. The condensed set of financial
statements included in this half-yearly financial report has been prepared in accordance with IAS 34 Interim Financial Reporting as adopted
by the EU.

    Our responsibility
    Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the half-yearly financial
report based on our review. 

    Scope of review
    We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim
Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review
of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with
International Standards on Auditing (UK and Ireland) and consequently does not enable us to obtain assurance that we would become aware of
all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

    Conclusion
    Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the
half-yearly financial report for the six months ended 30 June 2008 is not prepared, in all material respects, in accordance with IAS 34 as
adopted by the EU and the DTR of the UK FSA.

    KPMG Audit Plc
Chartered Accountants 
London
    27 August 2008



This information is provided by RNS
The company news service from the London Stock Exchange
 
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