Carillion's group structure, predecessors and shareholders

analysisCarillion plc is registered at Companies House as a public limited company under number 03782379. It was incorporated on 28 May 1999 as Cameron 1999 plc, its only previous name on the register, which applied until 11 June 1999. The register gives its nature of business under four construction codes: SIC 41201 (construction of commercial buildings), 42110 (construction of roads and motorways), 43390 (other building completion and finishing) and 43999 (other specialised construction activities not elsewhere classified). According to Carillion's 2016 annual report, the issued share capital as at 1 March 2017 was £215,127,314, divided into 430,254,629 ordinary shares of 50 pence each in a single class carrying one vote per share; the report gives the shares' ISIN as GB0007365546. ^{1 2}

analysisCompanies House shows Carillion plc with the company status 'Liquidation' and a registered office at Central Square, 8th Floor, 29 Wellington Street, Leeds. The last accounts filed were made up to 31 December 2016; the accounts made up to 31 December 2017, due by 30 June 2018, and the confirmation statement due by 11 June 2018 are shown as overdue, the last confirmation statement being dated 28 May 2017. According to an Insolvency Service notice, winding-up orders were made against Carillion plc and associated companies on 15 January 2018, and the court appointed the Official Receiver as liquidator. ^{1 3}

analysisCarillion was formed in the 1999 demerger from Tarmac. Carillion's 2016 annual report states that its merger reserve 'initially arose on the demerger from Tarmac plc on 29 July 1999', and the House of Commons committees' report states that 'Carillion demerged from Tarmac in 1999'. Carillion's group business plan of January 2018 describes the 1999 demerger of Tarmac Group into Tarmac (building materials) and Carillion (support services and construction services), and traces the group's roots to companies that became part of Tarmac Group: Tarmac Construction, Wimpey Construction, Cubitts and Mitchell Construction. ^{1 2 3}

analysisFurther detail on the demerger comes only from a secondary, non-official source: a governance case study on an academic blog that relies on press reports from 1999. It states that the spin-off of Carillion from Tarmac was approved 'with the supporting vote of only 53% of outstanding shares', amid protests over the transfer of some Tarmac employees' and retirees' pension rights from the well-funded Tarmac pension plan to an allegedly comparable Carillion plan without consultation with, or disclosure to, them. By the same account Carillion began with no debt, because Tarmac retained all of the combined predecessor's corporate debt, and with 14,000 employees, turnover of £1.8 billion, an estimated market capitalisation of £200 million and no chief executive or finance director. No retained official record, such as a shareholder-meeting result, the demerger circular or pension documents, confirms the 53% figure, the opening figures or the pension-transfer complaints. ⁴

analysisThe same case study states that a number of Tarmac's institutional shareholders protested because the approval of the demerger and increases in executive compensation were put in one resolution rather than two, and that the proposed packages included £1.37 million in cash and pension adjustments for Sir Neville Simms, chairman of Tarmac, who became chairman of Carillion. The pay package, the shareholder protests and the chairmanship are reported only in that secondary account. Companies House records Sir Neville Ian Simms as a director of Carillion plc from 28 May 1999 to 11 May 2005, but the registry record does not show the office of chairman. ^{4 5}

analysisTwo companies that Carillion's 2016 annual report lists as 100% owned directly by Carillion plc carried Tarmac names until 30 July 1999. Companies House records Carillion Construction Limited (00594581), a private limited company incorporated on 29 November 1957, as Tarmac Construction Limited until that date. It records Carillion Services Limited (03011791), incorporated on 19 January 1995, under four earlier names: Mackwest Limited (19 to 27 January 1995), Tarmac Servicemaster Limited (1995 to 1997), Tarmac Facilities Services Limited (1997 to 1999) and Tarmac Services Limited (11 February 1999 to 30 July 1999). Both companies have the status 'Liquidation'. Carillion Construction Limited's registered office is shown at PwC, Central Square, 29 Wellington Street, Leeds, its last accounts were made up to 31 December 2016 and its 2017 accounts are shown as overdue; the Insolvency Service lists it among the companies against which winding-up orders were made on 15 January 2018. ^{6 1 7 8}

analysisAccording to Carillion's 2016 annual report, the group acquired Mowlem on 23 February 2006, with consideration that included the issue of Carillion plc shares. Companies House records Carillion JM Limited (00077628), a private limited company incorporated on 8 June 1903, under the names John Mowlem & Company plc until 31 December 2002, Mowlem plc until 25 April 2006 and Mowlem Limited until 24 May 2006; the 2016 list shows it as 100% owned directly by Carillion plc. The same day, 24 May 2006, ended the last Mowlem name of Carillion Services 2006 Limited (02684154), incorporated on 4 February 1992 and successively named Noreast Building Management Limited (1992 to 1993), Mowlem Facilities Management Limited (1993 to 1997), Aqumen Services Limited (1997 to 2003), Mowlem Aqumen Managed Services Limited (2003 to 2005) and Mowlem Services Limited (21 November 2005 to 24 May 2006); the 2016 list shows it at 100%, without the mark for direct ownership by Carillion plc. Both companies are in liquidation, and Carillion JM Limited's last accounts were made up to 31 December 2016, with its 2017 accounts shown as overdue. ^{1 2 3}

analysisTwo further acquisitions with consideration that included Carillion plc shares followed: the 2016 annual report dates the acquisition of Alfred McAlpine to 12 February 2008 and that of Carillion Energy Services to 21 April 2011. Companies House records Carillion (AM) Limited (01367044), incorporated on 8 May 1978, as Marchwiel plc until 4 February 1985, Alfred McAlpine plc until 12 February 2008 and Alfred McAlpine Limited until 18 March 2008, with last accounts made up to 31 December 2016. It records Carillion Energy Services Limited (03858865), incorporated on 14 October 1999, as Eaglepower Limited until 18 November 1999, Eaga Partnership Limited until 27 February 2007, Eaga plc until 20 April 2011 and Eaga Limited until 13 June 2011. The House of Commons committees' report states that in 2011 Carillion purchased Eaga, a supplier of heating and renewable energy services, and that Eaga was renamed Carillion Energy Services. Both companies are in liquidation, and the 2016 list shows each as 100% owned directly by Carillion plc. ^{4 2 5 6}

analysisJohn Laing Integrated Services (JLIS), a UK-based provider of facilities management services with around 1,100 employees, was acquired by the group during the fourth quarter of 2013, according to Carillion's 2014 annual report. The 2016 annual report refers to intangible assets arising from that 2013 acquisition of John Laing Integrated Services Limited. ^{7 2}

analysisNote 33 of Carillion's 2016 annual report refers to a list of investments in subsidiaries and joint ventures on pages 144 to 147, giving each undertaking's name, country of incorporation, registered office and proportion of ownership interest, and states that the voting rights held by the group equal its percentage shareholding in each entity. An asterisk marks undertakings whose shares Carillion plc owned directly; entries without it are not shown as directly owned by Carillion plc. In the England section the asterisk marks 21 companies, each at 100% (company numbers as printed in the report): Carillion Construction Limited (594581), Carillion Services Limited (3011791), Carillion JM Limited (77628), Carillion Holdings Limited (3783019), Carillion Energy Services Limited (3858865), Carillion (AM) Limited (1367044), Carillion Private Finance Limited (2997859), Carillion Professional Services Limited (2916489), Carillion Regeneration Limited (2630590), Carillion Regional Construction Limited (303453), Carillion Swindon Limited (2294384), Clinicenta Limited (5325813), G T Railway Maintenance Holdings Limited (3126198), Carillion Fleet Management Limited (537677), Carillion Insurance Advisers Limited (349002), Carillion LGS Limited (3198709), Carillion Nominees Limited (3787277), Planned Maintenance Engineering Limited (737307), Postworth Limited (2508579), Schal International Management Limited (2646690) and Wakeremote Limited (2112970). ¹

analysisOutside England the asterisk marks five undertakings: Carillion France SA (B384804571, France, 100%), Carillion Canada Finance Corp (2022794, Canada, 100%), Carillion Investments BV (1502877, Netherlands, 100%), Carillion Finance (Jersey) Ltd (117045, Channel Islands, 100%) and a 33.333% interest in Emrill Services LLC (59850), listed in the Middle East and North Africa section with a registered office in Dubai. The report describes Carillion Finance (Jersey) Limited as a wholly-owned subsidiary incorporated in Jersey which on 12 December 2014 issued £170 million of convertible bonds guaranteed by Carillion plc. ¹

analysisThe England section also lists companies at 100% without the asterisk, among them Carillion Services 2006 Limited (2684154), Carillion Integrated Services Limited (3679838), Carillion MENA Limited (398443), Carillion Utility Services Limited (00728599), Carillion Utility Services Group Limited (01521006), Carillion Support Services & Investments Limited (881324), Carillion Construction Overseas Limited (1270381), Carillion GB Limited (3105686), Carillion Managed Services Limited (03130297), Carillion Capital Projects Limited (247624), Carillion Specialist Services Limited (2574792), Carillion Asset Management Limited (1122808), Carillion AM Government Limited (885404) and Carillion (Singapore) Limited (551186). Companies bearing the names of the acquired groups appear the same way: John Mowlem Construction Plc (1947809), Eaga Services Limited (02969358), Eaga Energy Solutions Limited (4448876), Eaga Heating Limited (05754891), Alfred McAlpine International Limited (1449086) and Alfred McAlpine Pension Trustees Limited (1528870), all at 100%, alongside Dudley Bower Group Plc (566465), G T Railway Maintenance Limited (2995513), Centrac Limited (2995364) and Sovereign Hospital Services Limited (3232308) at 100% and Churchward Plc (2489314) at 99.5%. Another entry shown at 100% without the asterisk is Carillion Private Finance (Education) 2012 Limited (8113991); Companies House officer records list company 08113991 under the name Amber LEP Investments Limited, with status active. ^{1 2}

analysisOutside England the list shows further holdings not marked as directly owned by Carillion plc. In Scotland it shows 100% of Carillion (AMBS) Holdings Limited (SC203910) and Carillion (AMBS) Limited (SC20258); the Companies House officers page of Carillion (AMBS) Limited (SC020258) lists 60 officers, all of whom have resigned. In Canada it shows 100% of Carillion Canada Holdings Inc. (2177453), Carillion Canada Inc. (1556261), Carillion Construction Inc. (1780791), Carillion Services Inc. (2529541), Carillion Investments (Canada) Inc. (2423833) and EAGA Canada Inc. (6130381), and 60% of Rokstad Power GP Inc. (101270283). Elsewhere it shows 100% of Carillion Australia Pty Limited (ACN119335787, Australia); Carillion (Jersey) Ltd (1771), Carillion Insurance Company Ltd (24845) and John Mowlem (Guernsey) Ltd (39351) in the Channel Islands section; Carillion Irishenco Ltd (290713, Ireland); TCon Bauten GmbH (B/37133, Germany); Mowlem Holdings BV (24296427) and Mowlem Aqumen BV (24296440) in the Netherlands; Carillion (Caribbean) Limited (C3241(c), Trinidad and Tobago); and Carillion (Saudi Arabia) LLC (101031785), with a registered office in Riyadh. ^{1 3}

analysisThe 2016 list shows partial interests, not marked as directly owned by Carillion plc, in Aspire Defence Services Limited (4556471, 50%), The Hospital Company (Liverpool) Limited (8747138, 50%), The Hospital Company (Sandwell) Limited (9822818, 50%), Carillion Powerlines Limited (8884783, 50%), PSBP Midlands Limited (09598377, 42.5%), Road Management Services (A13) plc (3917644, 25%) and, in Scotland, Aberdeen Roads Holdings Limited (SC489526, 33.3%). The report's related-party note lists Aberdeen Roads Holdings Limited, PSBP Midlands Limited (spelled 'PBSP Midlands Limited' there) and the two Hospital Companies among its public-private partnership (PPP) joint ventures, and Aspire Defence Services Limited among its other joint ventures. ¹

analysisIn its Middle East and North Africa section the list shows 49% holdings, not marked as directly owned by Carillion plc, in Al Futtaim Carillion LLC (62491, registered office in Dubai) and Carillion (Qatar) LLC (43790, registered office in Doha). Elsewhere the same report describes Al Futtaim Carillion as 'our joint venture business in the United Arab Emirates' and as a '50:50 joint venture business in the UAE', and its related-party note lists Al Futtaim Carillion LLC (UAE) among other joint ventures. ¹

analysisCarillion's annual reports base the accounting treatment of some holdings on contractual arrangements over control. The 2014 annual report states that the group held an 80 per cent equity shareholding in Inspiredspaces Wolverhampton (Holdings 2) Limited and a 50.1 per cent equity shareholding in CarillionAmey Limited, but equity accounted for both as joint ventures because contractual arrangements specify that key operating decisions are made jointly, with no shareholder having overall control. The 2016 annual report repeats this for CarillionAmey Limited at 50.1 per cent, while its subsidiary list shows CarillionAmey Limited (5428762) at 50%. ^{2 1}

analysisTwo 49 per cent holdings were instead consolidated as subsidiaries. According to the 2014 and 2016 annual reports, the group consolidated the Bouchier Group, which operates in Canada, on the basis of contractual arrangements giving the group powers as a shareholder to exert control over the board, together with options to acquire the remaining 51 per cent of the equity by 2022; the 2016 list shows Bouchier Contracting Ltd. (207776550) at 49%, and the 2014 report gives the Bouchier Group's revenue as £79.9m (2013: £70.4m) and its profit for the year as £8.6m (2013: £10.6m). Carillion Alawi LLC, which operates in Oman and is shown at 49% (1083481) in the 2016 list, was fully consolidated without any allocation to non-controlling interests, on the basis of contractual arrangements that do not entitle the other investors to any interest in its profit or net assets. ^{1 2}

analysisAccording to the House of Commons committees' report, when Carillion collapsed in January 2018 'the total group structure consisted of 326 companies, 199 based in the UK, of which 27 are now in compulsory liquidation'. The Insolvency Service's chief executive told the committees that the company's 'incredibly poor standards' made it difficult to identify information that should have been 'absolutely, straightforwardly available', such as a list of directors. The Insolvency Service notice on the winding-up orders transposes the numbers of two subsidiaries: it lists 'Carillion Services Ltd, company number 02684154' and 'Carillion Services 2006 Ltd, company number 03011791', whereas Companies House and Carillion's 2016 annual report assign 03011791 to Carillion Services Limited and 02684154 to Carillion Services 2006 Limited. ^{1 2 3 4 5}

analysisCompanies House records Carillion Group Limited (04030312), incorporated on 10 July 2000 as Sovereign Harbour Trust Limited and renamed on 8 December 2000, as a non-trading company (SIC 7499) whose last accounts were made up to 31 December 2008; it was dissolved on 7 December 2010. Richard Francis Tapp's Companies House appointments record shows Richard Tapp appointed as its secretary and as a director on 1 December 2001. Carillion Nominees Limited (03787277), incorporated on 10 June 1999 as Hackremco (No.1513) Limited and renamed on 16 July 1999, is recorded as a dormant company (SIC 99999) whose last accounts were made up to 31 December 2017; it was dissolved on 26 February 2019. Carillion's 2016 annual report lists it as 100% owned directly by Carillion plc. ^{6 7 8 5}

analysisCarillion Construction Limited also had an overseas registration in Cyprus. A Cyprus company-data aggregator reproducing the Cyprus Registrar of Companies lists it as an overseas company (country of incorporation United Kingdom) registered in Cyprus on 12 April 2017 under registration number ΑΕ 3100, with status dissolved, and lists eight officers, among them directors Richard John Howson and Zafar Iqbal Khan and secretary Richard Francis Tapp, without appointment dates. The Official Gazette of the Republic of Cyprus (No. 4420 of 13 May 2022, Fifth Annex, Part I) lists Carillion Construction Limited (Α.Ε. 3100) among overseas companies struck off the register under the Companies Law, Cap. 113, by notice of removal, against the date 15 January 2018. That is the date on which, according to the Insolvency Service, winding-up orders were made against Carillion Construction Limited and other group companies in England. ^{9 10 4}

analysisCarillion's annual reports list the holdings notified to the company under the Disclosure and Transparency Rules of the Financial Conduct Authority (FCA). As at 4 March 2015, according to the 2014 report, these were Standard Life Investments (Holdings) Ltd with 10.7 per cent in total (5.3 per cent indirect and 5.4 per cent direct), BlackRock, Inc. with 5.0 per cent, Kiltearn Partners LLP with 4.9 per cent, Schroders plc with 4.6 per cent and Letko, Brosseau and Associates Inc. with 4.0 per cent, the last four all indirect, each expressed as a percentage of issued share capital. As at 1 March 2017 the 2016 report listed BlackRock, Inc. with 37,940,532 shares (8.81%), Deutsche Bank AG with 25,031,528 (5.82%), UBS Investment Bank and UBS Group AG with 21,844,095 (5.08%), Kiltearn Partners LLP with 21,542,444 (5.01%), Brewin Dolphin Limited with 21,501,891 (5.00%), Letko, Brosseau & Associates Inc. with 21,367,553 (4.97%) and Standard Life Investments (Holdings) Limited with 21,331,243 (4.96%), noting that these holdings may have changed since notification. The 2016 report states that no shareholder holds shares carrying special rights in relation to control of the company. ^{1 2}

analysisKiltearn Partners LLP gave the House of Commons committees a different figure for its holding. In a table compiled from investors' letters and oral evidence, with holding figures taken from Carillion's 2016 annual report, the committees give Kiltearn's holding on 1 March 2017 as 5.01% and note that according to Kiltearn it should be 10%. The table records that Kiltearn continued to buy Carillion shares on behalf of clients until early July 2017, voted all its shares against the remuneration report in May 2017, began selling on 3 August 2017 and had sold all its shares by 4 January 2018. The 10% figure is Kiltearn's own account; the annual report had cautioned that holdings may change without notification until the next threshold is crossed, and the retained records do not reconcile the two figures. ³

analysisStandard Life Aberdeen gave a lower figure. The same table gives its holding on 1 March 2017 as 4.96%, the figure the annual report shows for Standard Life Investments (Holdings) Limited, and notes that according to Standard Life Aberdeen it should be 0.56% at that date. It records that Standard Life began to divest gradually in December 2015 owing to concerns about financial management, strategy and corporate governance, that its holding was minimal by the time of a meeting with the chief executive on 17 July, and that all its shares were sold by the end of 2017. The 0.56% figure is Standard Life Aberdeen's own account to the committees; the retained records do not reconcile it with the notified 4.96%. ³

analysisThe committees' table also summarises the accounts of other notified holders, giving their notified holdings as at 1 March 2017 from Carillion's 2016 annual report. BlackRock (8.81%) said the majority of its shares were held in passive funds and sold in line with index changes arising from the profit warnings. Brewin Dolphin (5.00%) reduced its holding during 2017, accelerating after the July profit warning. Deutsche Bank AG (5.82%) said its shares were not proprietary investments but were held on behalf of clients and for hedging purposes. Letko, Brosseau & Associates (4.97%) sold all its shares rapidly after the November profit warning, having taken the view that recovery was 'unlikely'. These are the shareholders' own accounts as the committees summarised them from letters and oral evidence. ³

analysisKiltearn also argued for an investigation. According to the committees' report, Kiltearn, which owned over 10% of Carillion's shares when the £845 million provision was announced in the profit warning of 10 July 2017, was very critical of the warning's timing and argued that there were 'clear grounds for an investigation into whether Carillion's management knew, or should have known, about the need for a £845 million provision'. The committees report Kiltearn's chief executive as saying that after the July 2017 profit warning the published financial information 'could no longer be considered reliable', and that Kiltearn, unhappy with the level and timeliness of financial disclosures, was considering legal action over what it considered could be 'dishonest concealment' of information in the 2016 annual report. This was an investor's argument, not a finding, and the holding figure is Kiltearn's own; the notified holding as at 1 March 2017 was 5.01%. Later, in a Decision Notice published on 28 July 2022, which Carillion did not refer to the Upper Tribunal, the FCA publicly censured Carillion, rather than imposing a financial penalty given its liquidation, finding that it had recklessly published misleading announcements on 7 December 2016, 1 March 2017 and 3 May 2017; Carillion neither admitted nor denied the matters. In January and February 2026 the FCA fined former finance directors Richard Adam and Zafar Khan and former chief executive Richard Howson, finding that each had been aware of serious financial troubles in Carillion's UK construction business but had failed to reflect this in company announcements; the fines were imposed after they withdrew their challenges to the FCA's decisions. ^{4 2 5 6 3 7}

analysisCompanies House records KPMG Audit Limited (03110745) as an active private limited company incorporated on 2 October 1995 and named KPMG Audit Plc from 2 October 1995 to 24 September 2024; under that former name, according to Carillion's 2014 annual report, KPMG Audit Plc resigned as auditor of Carillion plc on 13 March 2014. It records PricewaterhouseCoopers LLP (OC303525) as an active limited liability partnership incorporated on 9 December 2002, with its registered office at 1 Embankment Place, London. According to the Insolvency Service's notice on Carillion's insolvency, partners at PwC were appointed as special managers to assist the Official Receiver as liquidator of Carillion plc. ^{1 2 3 4}

analysisTwo public limited companies appear through the other posts of Carillion directors. Companies House records Tesco plc (00445790) as an active public limited company incorporated on 27 November 1947, with its registered office at Tesco House, Shire Park, Welwyn Garden City; the House of Commons committees' report states that Carillion non-executive director Alison Horner, who joined the board in December 2013 and chaired the remuneration committee from May 2014, was also Chief People Officer at Tesco plc. Companies House records Grainger plc (00125575) as an active public limited company incorporated on 27 November 1912 and named Grainger Trust plc until 5 March 2007, and records Justin Richard Read as a director of Grainger plc from 13 February 2017 to 18 June 2026 and as a director of Carillion plc appointed on 1 December 2017, an appointment the Carillion officer list shows as active, with no termination recorded. ^{5 6 7 8 9}

analysisCompanies House records Jean Paul Parayre as a director of Carillion plc from 28 May 1999 to 7 December 2004. PSA Peugeot Citroën's 2009 registration document (document de référence), filed with the French Autorité des marchés financiers on 22 April 2010, lists Jean-Paul Parayre as a member of the Supervisory Board of Peugeot S.A. since 11 December 1984, with the current term ending in 2011, chairman of its finance and audit committee and a member of its strategy committee. It states that at 31 December 2009 Parayre was also chairman of the supervisory boards of Stena Maritime and of Vallourec (the latter since 2000), a director of Bolloré S.A. and of Société Financière du Planier and 'Gérant B' of Stena International Sarl, and it lists among mandates that expired in the previous five years his directorships of SDV Cameroun, Stena Line and Carillion plc. ^{9 10}