RNS Number:3523B
Costain Group PLC
30 March 2001



                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                                  HIGHLIGHTS

*      Net cash balances at the end of 2000 of #42.7m (1999: #30.3m)

*      Profit before taxation of #6.5m (1999: restated #6.4m)

*     #600m of advance orders (1999: #510m)

*     74 per cent of work in hand with regular clients

*     Two major rail contracts awarded

*     Leading position in water sector

Commenting on the announcement John Armitt, Chief Executive of Costain Group
PLC said:

"Costain is now a focused contractor specialising in certain business streams.
We have stopped the 'scatter gun' marketing approach and now service known
clients whose needs we fully understand and have the resources to meet in
full.

"We have established strong repeat business with clients such as Tesco,
Waitrose, Thames Water and the Highways Agency. This will provide the nucleus
for future success. We are convinced, at Costain, that construction can be a
good business provided that we recognise and rigorously manage risk and focus
on our core strengths.

"In 2000 we have absorbed losses arising from difficult contracts, maintained
financial stability and prepared a sturdy platform for growth. In addition we
have successfully resolved the long outstanding claims in Hong Kong. We have
achieved a leadership status in several sectors and we will now build on that
in the months to come."

                                                                 30 March 2001
ENQUIRIES:

Costain Group plc                                            Tel: 020 7705 8444
John Armitt CBE, Chief Executive
Miles Roberts, Finance Director
Graham Read, Public Relations

College Hill                                                 Tel: 020 7457 2020
Gareth David                                       gareth.david@collegehill.com
Lisa Pearson                                       lisa.pearson@collegehill.com




                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                             CHAIRMAN'S STATEMENT

Results - The Group made a profit on ordinary activities before taxation of #
6.5 million (1999: re-stated #6.4 m) on a turnover of #381.2 million (1999: #
378m). The results for 1999 have been re-stated because the Group has decided
to comply at the first opportunity with Accounting Standard FRS17 which
changes the way the Company accounts for retirement benefits.

Earnings per share were 1.5p (1999: restated 1.5p)

Finance - The Company has no significant borrowings and net cash balances at
the end of the year total #42.7 million (1999: #30.3m), including the Group's
share of cash held by joint arrangements (construction joint ventures) of #
50.1 million (1999: #23.3 m). This represents a cash inflow during the year of
#12.4 million (1999: #6.6 m out flow), which was ahead of forecast, largely
due to some earlier than expected receipts.

The Company has agreed terms with a group of leading banks for the refinancing
of its existing term facilities. This refinancing provides for an extended
maturity date of the 31 December 2002 but with an extension to the 31 December
2003 subject to the fulfilment of certain conditions.

In return for this extended commitment, the Company has agreed to grant share
warrants to the participating banks under which the Banks may require the
Company to issue up to 16,000,000 new shares at an exercise price calculated
on the basis of the average price of the closing middle market quotations for
the shares (as derived from the Daily Official List of the London Stock
Exchange) on the ten consecutive dealing days immediately following the 22
March 2001. The warrants will be exercisable at any time after the 31 December
2002. The number of shares which the Company will be required to issue under
these share warrants is subject to increase in the event of changes in the
Company's share capital. The warrants will cease to be exercisable on or after
the 31 March 2004.

The new share warrants will replace those issued to the Company's Banks in
1997, for which the subscription period expired on the 6 March 2001. The new
share warrants will be allotted under the authority of the special resolution
passed at the Company's Annual General Meeting on 2 June 2000.

Proceeds from any shares subscribed by the Banks pursuant to the new share
warrants will be retained by the Company.

Costain's expectations of being able to announce a stronger advance in the
Group's performance in 2000 have been impaired by the need to make prudent
provisions against losses on several underperforming projects, although the
situation has been mitigated by over-performance on others.





                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                        CHAIRMAN'S STATEMENT (cont'd)

Costain has greatly strengthened its risk-assessment and contract monitoring
procedures in the past two years and further improvements are in hand. The
Group is also shifting its emphasis towards winning business in market
segments where it has been consistently profitable and where it has
well-established relationships with clients. About three-quarters of our
work-in-hand is this type of business. Recent under-performance has occurred
mainly where we undertook large projects for previously unknown clients or
where the work was in relatively unfamiliar market segments. Remedial measures
take time to work through in this industry, but Costain is confident that it
is on track to make a very marked reduction in losses from unsatisfactory
contracts with corresponding improvements in Group profitability.

The relationship with Skanska AB, which commenced in November 1997, came to an
end in November 2000, when Skanska Invest AB announced that it was selling its
entire shareholding in the Company. Skanska stated that the disposal of their
shareholding in the Company was a natural consequence of their acquisition of
Kvaerner Construction. Skanska announced at the time that the relationship
with the Company had been successful and well received by customers and that
they intended to fulfil all of their commitments towards joint customers and
PFI partners and that applied to projects in progress and bids that had been
tendered. Since that announcement at least two contracts have been awarded to
joint ventures in which Costain and Skanska are partners. Mohammed Abdulmohsin
Al-Kharafi & Sons WLL and Raymond International WLL two of our then existing
shareholders each independently purchased half of Skanska's shareholding. The
termination of the relationship with Skanska is looked upon positively by the
Company as it ends the obligation of the Company to offer a joint venture
position to Skanska on any project over #20m and gives the Company the
opportunity to joint venture with other partners.

Work in hand as at the 31 December 2000 was #600 million (1999: #510m). The
Order Book having improved the Company believe that by greater focus and a
drive for repeat business the Company will be able to improve its profit
margins.

Costain is pleased to report that the Company has brought to a successful
financial conclusion the claims in respect of two projects in Hong Kong, the
Tsing Ma Bridge and the Landside Infrastructure Project.

                                                               MICHAEL BECKETT

                                                                      Chairman

                                                                 30 March 2001

                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                               OPERATING REVIEW

2000 witnessed significant activity in both the building and civil engineering
operations and below is a summary of Costain's progress in key market sectors:

Transport

The transport sector received considerable attention in 2000 not least for the
Government's announcement of its integrated transport policy to be
underwritten by #180 billion worth of public and private investment over 10
years. The money is intended for rail schemes, some 360 miles of motorway and
trunk road widening, 100 bypasses and up to 25 light rail/tram schemes. It is
aimed at raising the use of rail services by 50 per cent and reducing road
congestion by 10 per cent.

This would appear to be encouraging news for Costain as the Company is in a
strong position to capitalise on these opportunities especially in the roads
market where we have maintained a leading position for some time.

Our strength in this sector was underlined with the award of the #56 million
contract to complete the dualling of the A43 between Towcester and the M40
junction 10. The contract incorporates three schemes on the A43 included in
the Government's Targeted Programme of Improvements. The contract is in joint
venture with Skanska.

Another major transport contract recently awarded to the Company was the
redevelopment of Kings Cross Underground Station which Costain won in joint
venture with Taylor Woodrow. Kings Cross St Pancras is one of the London
Underground's busiest stations. During the morning peak 55,000 people pass
through the station. This number is set to rise to 82,000 by 2007 when St
Pancras Station is expanded and redeveloped for the Channel Tunnel Rail Link.
Our contract involves the construction of two new ticket halls and the
enlargement and upgrading of the existing ticket hall. The King's Cross
project will take six years to complete.

We have now further strengthened our position in the rail sector by winning,
in partnership with Bachy and Skanska, the #120 million contract for package
240, Stratford East to Barrington Road, on section 2 of the Channel Tunnel
Rail Link.

Completion on the M5 Avonmouth Bridge Strengthening Project has been achieved
and I would like to underline that this project was extremely challenging and
is testament to the skills of our civil engineering staff. The work was often
carried out in difficult and confined areas which tested the commitment of
those involved to the full.

The A2/M2 road contract in Kent - in joint venture with Mowlem and Skanska -
involves many challenges including a major bridge over the River Medway. Our
civil engineering and ecological skills have won the day so far but there is
much to accomplish before we can say the project has reached a 'successful
completion'.





                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                          OPERATING REVIEW (cont'd)

Through our regional business, we continue to take a significant role in
planned major maintenance of the trunk road and local road networks. In the
year we have undertaken major maintenance schemes totalling #25 million on
continuous seven day working conditions on the M27, M3, A3, A34, M4, M1 and
A27 together with local major road improvements on A30 and A40.

Marine

Costain in joint venture with Norwest Holst was awarded the contract for the
Hungerford footbridge in July 1999. Work then began on the project but it ran
into difficulties. Now, after much discussion and revisions to design, a new
contract has been awarded to Costain-Norwest Holst, which will be valued at
approximately #40 million in comparison to the original #21 million contract.

Work has now been completed on the design and construction of the Freeport
Container Port's Phase II terminal in the Bahamas. This project was further
evidence of the successful partnership between Costain and the client
Hutchison Port Holdings Group, a combination which has produced a series of
quality projects over the years.

Costain Marine operations, in joint venture with Balfour Beatty, in the year
completed the Cardiff Bay Barrage, one of the UK's most significant civil
engineering projects, and the #21 million Portsmouth Victory Jetties to
provide new berthing facilities for the Royal Navy Type 46 Frigates and the
latest aircraft carriers. The new river pier at the Tower of London and a
major riverside approach walkway to the Tate Modern and Globe Theatre were
also completed, adding value to London's Heritage Waterfront.

Water

Our success in the water sector was further underlined with the award of the #
65 million project with Yorkshire Water for the five-year framework covering
the provision, maintenance and refurbishment of all Yorkshire Water Service's
East Yorkshire assets up to an individual value of #2 million. Costain and
design consulting partner Haswell Consulting Engineers are responsible for all
stages of the work - from feasibility and detailed design to construction,
commissioning and handover.

This contract compliments our alliancing agreement with Thames Water where
Costain is one of three major contractors involved in much of that company's
process capital works on its water and wastewater treatment sites over a
five-year period which has an anticipated outturn value of #140 million.

                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                          OPERATING REVIEW (cont'd)

Thames Water has also recently awarded Costain an #18 million contract for a
series of projects in Twickenham, Middlesex. The contract will last four years
and work includes two new pumping stations and a new junction on the A4 at
Colnbrook. As in our AMP3 Alliance Agreement, Costain is working alongside
Binnie Black and Veatch as our design partner.

The Company is currently in the final prequalification stages for long term
AMP 3 water work for Wessex Water, Utilities (North West), Southern and the
Isle of Man Water.

In the year we successfully turned the key on the new Afan Baglan WWTW for
Welsh Water (overall value #32 million) and we continue to undertake
specialist process work for this authority to complete the Neath Estuary
Environmental Improvements.

Retail

Costain is particularly proud to report that our work for the prestigious
clients Tesco and Waitrose continues with several projects being awarded
during the year. We have also embarked on a number of contracts for new
clients such as the #21 million contract to expand and renovate approximately
20,000 m2 of retail space at the Lower Shopping precinct in Coventry. Recently
we have been awarded The Rotunda project in Kingston, Surrey which involves
the demolition of part of a major retail storage facility and construction of
a five storey retail/leisure complex and assorted external works. Also
included are major alterations and extension to form a multi screen cinema.
The contract is valued at #19.6 million and the client is Clearwater Estates
(Kingston) Ltd. Work is nearing completion on the #70 million design and
construct contract at Uxbridge to produce a shopping centre plus multi-screen
cinema and multi-storey car park.

Hotels

In Manchester, we have been awarded a contract (approximate value #11 million)
for the conversion of the existing Princess Court building into a four star
hotel for the client BPC Hotels Ltd. This involves retaining the facade and
demolishing the existing sheeted structure down to the existing fourth floor
level.

Commercial

We had a significant amount of success in the commercial sector. Costain won a
#20 million design and construct contract in London's Mayfair after proposing
an alternative steel frame design with a fast 76-week construction period.
Awarded by developer Burford, the nine storey building will be completed to '
category A' finish and will provide 6,500 m2 of net lettable space.

                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                          OPERATING REVIEW (cont'd)

In Cardiff, MEPC awarded Costain an #18 million contract to design and
construct a five-storey 170,000 square foot office development as well as
three level car parking for 150 spaces. The project is part of the
redevelopment of Cardiff City Centre.

In the North-West, Costain has followed successful work for Peel Holdings at
Liverpool Airport with the award for the construction (contract value #8
million) of a 100,000 square foot office block for the same client in
Manchester. At Marlow, Bucks we are constructing a new office block for The
SAS Institute (contract value #14.6 million).

International

The Company has successfully continued its policy to reduce its overall
presence overseas and concentrate on major opportunities on a project by
project basis. In line with the Group's strategy of disposing of non-core
businesses, Costain sold the overseas division of its geotechnical services to
Fugro of Holland and overheads have been reduced significantly in the Middle
East.

In Africa, the joint ventures with our shareholder Kharafi in Botswana and
Tanzania have progressed well throughout the year. In Zimbabwe the
difficulties affecting that country have impacted on the progress of all our
projects but the signs are promising for the continuation of the Joina Centre
project and for a phased opening to be implemented.

The Pyramids Heights development in Giza, Egypt has progressed and key clients
are expected to occupy the premises in 2001/2002. The hotel projects at
Hurghada, Egypt have also made significant progress.

In Hong Kong, the Tsuen Wan Reclamation Project for the Kowloon-Canton Railway
Corporation (West Rail) was successfully completed in 2000. This was a
technically difficult project and the performance of the Costain-China Harbour
JV was acclaimed by the client. Work continues satisfactorily on the #57
million rail depot building, again for the KCRC, by the Costain-China Harbour
JV.

Costain will continue to assist China Harbour by providing management and
technical skills.

PFI

Financial close on the #76 million Kings College Hospital project in London
was achieved in time for the construction phase of this state-of-the-art
building to start at the beginning of February 2000. Progress on site by
Costain-Skanska has been very satisfactory, the facility is on target to be
operational by December 2002. The design, build, funding and operation are
controlled by the Hospital Partnership Consortium (Costain, Skanska, Sodexho
and Edison Capital).

                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                          OPERATING REVIEW (cont'd)

The Pimlico School project where we were preferred bidders in a consortium
with Kier and Tilbury Douglas has been subject to political uncertainty and is
now unlikely to proceed.

We have been equity holders at Bridgend Prison for four years now. The project
is performing well and relationships with other members of our consortium are
good.

No financial closures were forecast for 2000. However, progress is being made
through the bid process on a number of selected projects and we are confident
that this will be a growth area for Costain.

Costain Oil, Gas & Process (COGAP)

COGAP continued its marketing focus on high technology gas processing projects
throughout 2000, securing an order intake of over #48 million in this sector.

Highlights included two new compressor stations for Transco (in Cambridge and
Nether Kellett), engineering design contracts for Shell (in Scotland) and
Lasmo (in Pakistan), and two liquid gas polishing plants for NPC in Iran.

Project development contracts with Rolls Royce Power Ventures and BP Amoco
were also secured to develop gas processing and CHP plants in Poland and Egypt
respectively.

Construction work on the first gas compression station for Transco (at
Churchover) was completed. In Abu Dhabi the shutdown maintenance work on the
third LNG train was completed safely and ahead of schedule, culminating in
ADGAS extending the existing contract and awarding COGAP the 2001 and 2002
shutdowns.

Construction work on the gas plant upgrade for British Gas International in
Tunisia progressed steadily throughout the year with start-up on schedule for
Spring 2001.

COGAP maintained a particularly high standard in construction safety
throughout the year, winning a number of ROSPA Gold Medals and awards for
safety performance for specific projects and divisional performance in
general.

ISO accreditation for the ISO14001 Environmental Standard has been
progressively worked towards throughout the year and this is forecast to be
achieved early in 2001.

                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                          OPERATING REVIEW (cont'd)

Property

Last year we reported that the Group remained committed to disposing of its
50% interest in the residential and leisure development company in Spain
called Alcaidesa Holding. Since that time we have seen significant improvement
in the Spanish property market and believe that it is now in the shareholders'
best interests for the Company to retain its shareholding in Alcaidesa Holding
and continue to develop the project over the next few years. Significant sales
of land to other developers, together with sales of the company's own
residential house promotions have been achieved during the year.

Safety

Our industry is currently trying to address many challenges with regard to
safety. At Costain we have already implemented a number of changes and have
recorded improvements. We have achieved a 25 per cent reduction on the
accident frequency rate for 1999. The Group must achieve further reductions.
The involvement in safety audits by directors and senior management coupled
with the increased emphasis on safety training have brought further benefits
all of which contribute towards our aim of continuous improvements in our
safety performance.

Although we can never afford complacency with regard to safety, it was
pleasing that the Company was awarded the Supreme Winner award for Safety
Training 2000 by the Construction Health & Safety Group, which was evidence
that we had made progress in this vital area.

Partners For Progress

Partners for Progress operates as an umbrella body for all the business
improvement initiatives throughout the Costain Group and serves as the
internal and external Corporate Identity for such initiatives.

The most notable success in 2000 was in November when Costain Limited became
one of the first building and civil engineering contractors, on a national
scale, to become accredited to the Design Build Foundation's (DBF)
Registration Scheme. The registration was the culmination of several months of
assessment and audit involving past and current design and build projects.

                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                          OPERATING REVIEW (cont'd)

Conclusion

The year 2000 has been one of achievement and change for Costain and,
unfortunately, in some areas, disappointment. We still have much work to do.
Our operations need to raise the levels of service to clients and we must
continue to improve our management of risk. However, our order book is strong,
we have a significant list of established clients and a committed workforce.
No one can doubt both the strength of the Costain brand and our leadership
status in several sectors. Progress has been achieved and confidence is good
within the Company.



                                                                   JOHN ARMITT

                                                               Chief Executive

                                                                 30 March 2001



                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                     Consolidated Profit and Loss Account

Year ended 31 December                              2000                   1999
                                                                     (restated)
                                  Notes       Continuing             Continuing
                                                      #m                     #m
Turnover                            1
Group undertakings and Group                      386.3                  378.1
share of joint ventures
Less: Group share of joint                         (5.1)                  (5.0)
ventures turnover
Group turnover                                    381.2                  373.1
Cost of sales                                    (368.2)                (353.7)
Gross profit                                       13.0                   19.4
Administration expenses                           (15.8)                 (17.3)
Operating (loss)/profit from                       (2.8)       1           2.1
Group undertakings
Share of joint ventures operating                   1.3                   (0.9)
results
Operating (loss)/profit - Group
and share of joint ventures                        (1.5)                   1.2
Profit on sale of fixed assets                      1.9                    1.2
Profit on ordinary activities                       0.4                    2.4
before interest
Net interest receivable/(payable)
and similar income/(charges)
Group undertakings                                  2.2                    1.2
Joint ventures                                     (0.3)                  (0.4)
Other finance income - Group
undertakings                                        4.2                    3.2
Profit on ordinary activities                       6.5                    6.4
before taxation
Taxation                                           (1.4)                  (1.5)
Profit on ordinary activities                       5.1                    4.9
after taxation
Equity minority interests                             -                      -
Profit for the financial year                       5.1                    4.9
Earnings per share - basic and      2               1.5p                   1.5p
diluted

    During the year and the previous year no businesses were acquired and
       therefore all continuing results arise from existing operations.



                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                       Consolidated Cash Flow Statement
Year ended 31 December                        2000                     1999
                                Notes    #m          #m          #m          #m

Net cash inflow/(outflow) from  4                  9.0                    (6.0)
operating activities

Returns on investments and
servicing of finance
Interest received                      3.1                      2.2
Interest paid                         (0.9)                   (1.0)

Net cash inflow from returns on                    2.2                      1.2
investments and servicing of
finance

Taxation
Overseas tax paid                                 (0.6)                   (0.8)

Capital expenditure and
financial investment
Purchases of tangible fixed           (0.4)                   (1.2)
assets
Sales of tangible fixed assets         3.5                      2.1
Funding of investments                (1.4)                   (0.1)
Loans to joint ventures               (0.7)                   (1.6)

Net cash inflow/(outflow) from
capital expenditure                                1.0                    (0.8)
and financial investment

Net cash inflow/(outflow)                         11.6                    (6.4)
before financing

Financing
Loans drawn down                         -                        -
Loan repayments                       (3.1)                   (2.8)
Net cash outflow from financing                   (3.1)                   (2.8)
Increase/(decrease) in cash in                     8.5                    (9.2)
the year



                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

           Reconciliation of Net Cash Flow to Movement in Net Cash

                                                            2000           1999
                                                              #m             #m

Increase/(decrease) in cash in the year                     8.5           (9.2)
Cash outflow from reduction in loan financing               3.1            2.8
                                                           11.6           (6.4)
Currency realignment                                        0.8           (0.2)
Movement in net cash                                       12.4           (6.6)

Net cash at 1 January                                      30.3           36.9
Net cash at 31 December                                    42.7           30.3



                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                          Consolidated Balance Sheet

As at 31 December                          Notes        2000               1999
                                                                     (restated)
                                                          #m                #m
Fixed assets
Tangible assets                                         4.2                6.3
Investments                                             1.1                1.5
Investments in joint ventures
Share of gross assets                                  45.4               12.3
Share of gross liabilities                            (39.0)              (9.7)

                                                       11.7               10.4
Current assets
Stocks                                                  1.6                1.5
Debtors                                                96.2              107.6
Cash at bank, monies on deposit and in                 51.7               38.0
hand
                                                      149.5              147.1

Creditors: amounts falling due within one
year
Bank loans and overdrafts                              (9.0)              (7.7)
Other creditors                                      (143.0)            (147.2)
                                                     (152.0)            (154.9)
Net current assets/(liabilities)
Due within one year                                    (7.1)             (11.5)
Due after one year                                      4.6                3.7
                                                       (2.5)              (7.8)
Total assets less current liabilities                   9.2                2.6

Creditors: amounts falling due after more
than one year
Other creditors                                        (0.5)              (0.5)

Provisions for liabilities and charges                (17.5)             (12.7)

Net liabilities excluding pension asset                (8.8)             (10.6)
Pension asset                                          34.6               39.7
Net assets including pension asset                     25.8               29.1

Share capital and reserves
Called up ordinary share capital                       33.7               33.7
Share premium account                                 119.3              119.3

Profit and loss account                              (127.6)            (124.3)

Equity shareholders' funds                   3         25.4               28.7
Equity minority interests                               0.4                0.4

                                                       25.8               29.1



                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000

                             Notes to the Accounts



1     Business and geographical segment information

Business segment information

In the opinion of the directors the administering of the engineering and
construction projects is the only material class of business.

Geographical      Turnover             Profit/(loss)              Net assets/
segment                                                          (liabilities)
information
by origin
               2000        1999        2000       1999          2000        1999
                 #m          #m          #m         #m            #m          #m
Continuing
operations
Group
undertakings
United       327.1        310.1       (5.1)       2.1         (31.2)      (26.6)
Kingdom
Rest of the   54.1        63.0         2.3          -           7.9        22.8
world
Turnover,
operating
profit/      381.2        373.1       (2.8)       2.1         (23.3)       (3.8)
(loss) and
net
liabilities
of Group
undertakings

Joint
ventures
United           -           -           -          -           2.3         2.3
Kingdom
Rest of the    5.1         5.0         1.3       (0.9)          4.1         0.3
world
             386.3        378.1       (1.5)       1.2         (16.9)       (1.2)


Profit on
sale of
fixed assets
United                                   -        1.2
Kingdom
Rest of the                            1.9          -
world
Net interest
receivable
and similar                            1.9        0.8
income
Other                                  4.2        3.2
finance
income
Net cash                                                        42.7      30.3
Profit on
ordinary
activities                             6.5        6.4           25.8      29.1
before
taxation and
net assets



Turnover by destination is not materially different to turnover by origin.



2     Earnings per share


        The calculation of earnings per share is based on earnings of #5.1m
        (1999: #4.9m) and 337,136,350

        ordinary shares (1999: 337,136,350) being the weighted average number
        of ordinary shares in issue during the year.

        Diluted earnings per share are the same as basic earnings per share.


                              COSTAIN GROUP PLC

           Preliminary Results for the year ended 31 December 2000


                            Notes to the Accounts (cont'd)

     3     Reconciliations of movements in shareholders' funds

                                                       2000             1999

                                                          #m       (restated)

                                                                          #m

Profit for the financial year                           5.1              4.9
Other recognised (losses)/gains in the year            (8.4)            22.1

Net (reduction)/increase in shareholders'              (3.3)            27.0
funds

Opening shareholders' funds as previously              19.1             18.5
stated
Prior year adjustment                                   9.6            (16.8)

Opening shareholders' funds as restated                28.7              1.7

Closing shareholders' funds                            25.4             28.7


4     Notes to the cash flow statement


      Reconciliation of operating profit to net cash inflow/(outflow) from
      operating activities

                                                        2000               1999
                                                          #m         (restated)
                                                                             #m

Operating profit                                       (1.5)               1.2
Depreciation                                            0.9                1.4
Amounts written back on investments                    (0.7)                 -
Joint ventures                                         (1.3)               0.9
(Increase)/decrease in stocks                          (0.1)               0.2
Decrease in debtors                                     10.7              13.7
Decrease in creditors                                  (3.6)             (22.9)
Increase/(decrease) in provisions                       4.6               (0.5)

Net cash inflow/(outflow) from operating activities     9.0               (6.0)



The Group has implemented FRS17 'Retirement Benefits' and has restated 1999
results accordingly.

The accounts and notes set out above do not constitute the Company's statutory
accounts for the years ended 31 December 2000 or 1999 but are derived from
those accounts. Statutory accounts for 1999 have been delivered to the
Registrar of Companies and those for 2000 will be delivered in due course.

The auditors have reported on these accounts; their reports were unqualified
and did not contain a statement under section 237 (2) or (3) of the Companies
Act 1985.





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