Scheme of Arrangement

RNS Number:6486N
McAlpine (Alfred) PLC
08 February 2008


8 February 2008



                              ALFRED McALPINE PLC

                 COURT ORDER SANCTIONING SCHEME OF ARRANGEMENT

         TIMING FOR DELISTING OF ORDINARY SHARES AND PREFERENCE SHARES

    RECOMMENDED SHARES AND CASH ACQUISITION OF ALFRED McALPINE PLC ("ALFRED
                   McALPINE") BY CARILLION PLC ("CARILLION")

The board of Alfred McAlpine is pleased to announce that the High Court of
Justice has today made an order sanctioning the Scheme of Arrangement to effect
the recommended shares and cash acquisition of Alfred McAlpine by Carillion (the
"Acquisition").

Accordingly, it is expected that the Scheme will proceed. In order for the
Scheme to become effective in accordance with its terms, the Court must now
confirm the Capital Reduction at the Reduction Court Hearing, which is due to
take place on 11 February 2008.

As set out in the Scheme Document, the last day for dealings and registration of
transfers of Ordinary Shares is on 8 February 2008 following which it is
expected that dealings in the Ordinary Shares will be suspended at or about 7.30
a.m. on 11 February 2008. The Effective Date of the Scheme is expected to be 12
February 2008 and it is expected that the listing of the Ordinary Shares on the
Official List will be cancelled and that the Ordinary Shares will cease to be
admitted to trading on the London Stock Exchange's main market for listed
securities at or about 8.00 a.m. on 12 February 2008.

Following the Scheme becoming effective, despatch of cheques in respect of cash
consideration or settlement of cash consideration and New Carillion Shares
through CREST (as appropriate) and statements of entitlements to or share
certificates in relation to New Carillion Shares (as appropriate) and the
despatch of Loan Note certificates in respect of valid elections for the Loan
Note Alternative will take place no later than 26 February 2008.

The Court hearing in relation to the reduction and cancellation of the
Preference Shares (the "Preference Reduction") will be held on 11 February 2008.
It is expected that the Court order confirming the Preference Reduction will be
made on 11 February 2008. The Preference Reduction will become effective on
registration of such order with the Registrar of Companies and it is expected
that this will also occur on 11 February 2008. Accordingly, today is the last
day for dealings and registration of transfers of the Preference Shares. It is
expected that dealings in the Preference Shares will be suspended on or about
7.30 a.m. on 11 February 2008 and that the listing of the Preference Shares on
the Official List will be cancelled and the Preference Shares will cease to be
admitted to trading on the London Stock Exchange's main market for listed
securities at or about 8.00 a.m. on 12 February 2008. Payments due to the
Preference Shareholders are expected to take place on 11 February 2008.

Capitalised terms used in this announcement have the same meanings as in the
Scheme Document dated 21 December 2007.

All times referred to in this announcement are references to London time.

Enquiries:

Alfred McAlpine plc                                        [phone]
Ian Grice, Group Chief Executive
Mark Greenwood, Group Finance Director
Chris Lee, Group Company Secretary

JPMorgan Cazenove (Joint Financial Adviser and Corporate
Broker)                                                    [phone]
Edmund Byers
Dwayne Lysaght

Tricorn Partners (Joint Financial Adviser)                 [phone]
Guy Dawson
Andrew McNaught

Hogarth Partnership (PR Adviser)                           [phone]
James Longfield
Rachel Hirst


JPMorgan Cazenove Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Alfred
McAlpine and no one else in connection with the Acquisition and this
announcement and will not be responsible to anyone other than Alfred McAlpine
for providing the protections afforded to clients of JPMorgan Cazenove Limited
nor for providing advice in connection with the Acquisition or this announcement
or any matter referred to herein.

Tricorn Partners LLP, which is authorised and regulated in the United Kingdom by
the Financial Services Authority, is acting exclusively for Alfred McAlpine and
no one else in connection with the Acquisition and this announcement and will
not be responsible to anyone other than Alfred McAlpine for providing the
protections afforded to clients of Tricorn Partners LLP nor for providing advice
in connection with the Acquisition or this announcement or any matter referred
to herein.

Overseas Jurisdictions

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore any persons
who are subject to the laws of any jurisdiction other than the United Kingdom
should inform themselves about, and observe, any applicable requirements. This
announcement has been prepared for the purposes of complying with English law
and the City Code and the information disclosed may not be the same as that
which would have been disclosed if this announcement had been prepared in
accordance with the laws and regulations of any jurisdiction outside of England.


THIS ANNOUNCEMENT IS NOT A PROSPECTUS. IT DOES NOT CONSTITUTE OR FORM PART OF
ANY OFFER OF SECURITIES, OR CONSTITUTE SOLICITATION OF ANY OFFER OF SECURITIES.



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