Costain Group PLC - Holding by Nat.Westminster Bk

RNS No 9341c
COSTAIN GROUP PLC


                    DEALINGS BY SUBSTANTIAL SHAREHOLDERS

1)  NAME OF COMPANY

    COSTAIN GROUP PLC

2)  NAME OF SHAREHOLDER HAVING A MAJOR INTEREST

    NATIONAL WESTMINSTER BANK PLC

3)  Please state whether notification indicates that it is in respect of holding
    of the Shareholder named in 2 above or in respect of a non-beneficial
    interest or in the case of an individual holder if it is a holding of that
    person's spouse or children under the age of 18

    SEE BELOW

4)  Name of the registered holder(s) and, if more than one holder, the number of
    shares held by each of them.

    FINSERVE NOMINEES LIMITED

5)  Number of shares/amount of stock acquired.

N/A

6)  ( N/A %) of issued Class

7)  Number of shares/amount of stock disposed

    1,800

8)  (.00053%) of issued Class

9)  Class of security

    ORDINARY SHARES

10) Date of transaction

    10 FEBRUARY 1998

11) Date company informed

    11 FEBRUARY 1998

12) Total holding following this notification

    296,943,984

13) Total percentage holding of issued class following this notification

    88%

14) Any additional information

    IF FIGURE IN BOX 12 INCLUDES 72,307,521 SHARES WHICH ARE COUNTED TWICE BY
    VIRTUE OF ONE PARTY TO A SECTION 204 AGREEMENT HOLDING OPTIONS TO PURCHASE
    SHARES HELD BY OTHER PARTIES TO THAT AGREEMENT.

15) Name of contact and telephone number for queries

    C L FRANKS - 0171 705 8525

16) Name and signature of authorised company official responsible for making
    this notification

    Date of Notification...12 FEBRUARY 1998.....



LETTER TO: PERSONS WHOSE NAMES APPEAR ON SCHEDULE BELOW

Part VI of the Companies Act 1985 (the 'Act')

This letter constitutes notification under Part VI of the Act and relates to
ordinary share capital of Costain Group plc (the 'Company').

This notifications relates, inter alia, to interests which arise under certain
Agreements dated 10 October 1997 made between the Company, certain subsidiaries
of the Company and the parties whose names and addresses appear in the schedule
below.  The agreement constitutes an agreement to which section 204 of the Act
applies (the 'Section 204 Agreement').

We hereby give you notice under Part VI of the Act that we are interested in
296,943,984 ordinary shares of 10p each in the capital of the Company
('Shares').

The identities of the registered holders of the Shares to which this
notification relates and the number of Shares held by each are as set out in the
Schedule of shareholdings below.

Of the interest shown 19,025 shares are not material interests under Section 199
of the Act.

LETTER FROM: NATWEST GROUP


                             COSTAIN GROUP PLC

               Schedule of shareholdings of the Participating
                                   Banks

Name of               Number of     Number of such Shares     Number of such
registered holder     Shares        in which the interest     Shares in which
                                    arises by virtue of       the interest is a
                                    the Section 204           section 208(5)
                                    Agreement                 interest

Banco Santander SA    1,366,609     1,306,024                       NIL
Bankers Trust Company   413,085       413,085                       NIL
KAS Nominees
 Designated Account     323,830       323,830                       NIL
Banco Santander SA    1,325,468     1,325,468                 1,325,468
Chase Nominees Ltd
 A/C SO 2196          2,334,974     2,334,974                 2,334,974
Cargill Financial
 Markets Plc          1,006,297     1,006,297                 1,006,297
Bank of America
 International Ltd      463,450           NIL                       NIL
Bank of America NT & SA
 (Loan Trading Grp)   6,951,470     6,951,470                       NIL
Bank of America NT & SA
 (Special Assets Grp) 5,322,542     5,322,542                       NIL
Citibank Int'l Plc    1,165,331     1,044,333                   522,167
Ranelagh
 Nominees Ltd        10,647,000     9,734,704                       NIL
Lloyds Bank (PEP
 Nominees) Ltd           12,483           NIL                       NIL
Lloyds Private Banking
 (Isle of Man) Ltd          948           NIL                       NIL
Fielding Nominees Ltd     2,820           NIL                       NIL
NatWest FIS
 Nominees Ltd             2,774           NIL                       NIL
County NatWest
 Nominees Ltd        12,720,273    11,556,292                       NIL
NatWest PEP
 Nominees Ltd                15           NIL                       NIL
Standard Chartered
 Nominees Ltd J A/C   4,097,553     3,694,468                       NIL
Daedalus
 Projects Ltd       125,354,541    42,500,000                       NIL
Raymond Int'l WLL    25,562,500       562,500                       NIL
Skanska Invest AB    97,870,021    25,562,500                72,307,521

TOTALS              296,943,984   113,638,487                77,496,427




                              COSTAIN GROUP PLC

                                  SCHEDULE

                Names of parties to the Section 204 Agreement

Costain Group Plc
Costain Engineering Services Inc
Costain Dubai LLC
Costain Homes Holdings Inc
Raymond International WLL
Daedalus Projects Ltd
Intria Berhad
Banco Santander SA
Bankers Trust Company
Bankers Trust International
Bank of America NT & SA (Loan Trading Group)
Bank of America NT & SA (Special Assets Group)
Citibank NA
Skanska Invest AB
Lloyds Bank Plc
J C Melson Esq
Standard Chartered Bank Plc

END

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