Alfred McAlpine recommends Carillion's bid

02 November 2007

The Boards of Carillion plc and Alfred McAlpine plc have reached agreement regarding a proposed offer by Carillion for Alfred McAlpine that values each Alfred McAlpine ordinary share at 585 pence.

The offer comprises 25 per cent. cash consideration with the balance in new Carillion ordinary shares. Carillion and Alfred McAlpine believe that a combination of the two companies would present an excellent strategic fit, with the potential to create a company with a leading position in support services and integrated solutions.

Carillion received non-binding letters of intent over 14.89 per cent. of Alfred McAlpine’s issued share capital from Schroder Investment Management Limited and New Star Asset Management Limited to accept, if made, a possible offer by Carillion at a value of 585 pence for each ordinary Alfred McAlpine share. The letters will lapse if an announcement of a firm intention to make an offer is not released by 14 December, 2007. In addition, the letters will also cease to apply to shares which are disposed of by the holder. The letters of intent relate to 10,582,615 Alfred McAlpine shares held by Schroder Investment Management Limited (on their own behalf and on behalf of discretionary clients) and 4,681,590 Alfred McAlpine shares held by New Star Asset Management Limited.

Subject to its detailed terms and conditions the Board of Alfred McAlpine has confirmed if such an offer were to be made it would receive its unanimous recommendation.

Shareholders should be aware that even after the due diligence process is completed, it is not certain that Carillion will make an offer, and that pursuant to Rule 2.4(c) of the UK Takeover Code, Carillion also reserves the right, with the recommendation of the Board of Alfred McAlpine, to make an offer for Alfred McAlpine at a lower price and / or to vary the mix of consideration specified.

A further announcement will be made when appropriate.

Carillion PLC

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