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Cookson Group PLC CKSN Proposed Demerger



  Cookson Group PLC (CKSN) - Proposed Demerger

RNS Number : 0367Q
Cookson Group PLC
01 November 2012
 

                                                                              

                                                                              

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR
FROM ANY  JURISDICTION WHERE  TO DO  SO WOULD  CONSTITUTE A  VIOLATION OF  THE 
RELEVANT LAWS OF SUCH JURISDICTION

 

THIS ANNOUNCEMENT  IS NOT  A  PROSPECTUS BUT  AN ADVERTISEMENT  AND  INVESTORS 
SHOULD NOT ACQUIRE ANY NEW ORDINARY SHARES IN EITHER ALENT PLC OR VESUVIUS PLC
REFERRED TO  IN THIS  ANNOUNCEMENT  EXCEPT ON  THE  BASIS OF  THE  INFORMATION 
CONTAINED IN THE PROSPECTUSES  TO BE PUBLISHED BY  ALENT PLC AND VESUVIUS  PLC 
AND ANY SUPPLEMENT OR AMENDMENT THERETO

 

 

1 November 2012

                                       

                              COOKSON GROUP PLC

                      ("Cookson" or "The Cookson Group")

                              PROPOSED DEMERGER

 

Following the  announcement  made  by Cookson  on  17  May 2012  that  it  was 
initiating a  strategic review,  the Board  of Cookson  has concluded  that  a 
separation of the Performance Materials division from the Engineered  Ceramics 
and the Precious Metals Processing divisions  is in the best interests of  its 
businesses and would deliver over time greater value for Cookson shareholders.

 

Cookson's Performance Materials division will accordingly be demerged to  form 
a new London listed specialty chemicals company, called Alent plc  ("Alent").  
The Cookson  Group, consisting  principally of  Cookson's Engineered  Ceramics 
division, will be renamed Vesuvius plc ("Vesuvius").

 

The Demerger  will  create  two distinct  entities  with  separate  strategic, 
capital and  economic  characteristics  and management  teams  and  the  Board 
believes each of  Alent and Vesuvius  would rank as  FTSE 250 companies,  with 
Alent  classified  within  the  Speciality  Chemicals  segment  and   Vesuvius 
remaining classified within the General Industrials segment:

 

Alent plc

 

·    A leading global supplier of advanced surface treatment plating chemicals
and electronics  assembly  materials.   The  principal  end-market  is  global 
electronics production which accounts for approximately three-quarters of  net 
sales value^1 with the automotive and industrial end-markets the balance. 

 

·    For  the year  ended 31  December  2011 net  sales value^1  and  adjusted 
trading profit^2 were £418 million and £96 million respectively.

 

·    Steve Corbett, the current CEO of Cookson's Performance Materials
division, will become the Chief Executive of Alent and the Chairman will be
Peter Hill, currently a member of the Cookson Board and formerly CEO of Laird
plc.  Mike Butterworth, currently Finance Director of Cookson Group, will act
as interim Finance Director of Alent.

^ 

·    Discussions with a potential permanent replacement Finance Director are
at an advanced stage and it is expected that the relevant candidate will take
up his position early in the New Year.

 

·    A presentation for analysts and investors by Steve Corbett, together with
members of his senior management team, will take place on 27 November 2012.

 

Vesuvius plc

 

·    A global leader in metal flow engineering, developing, manufacturing  and 
marketing mission-critical advanced ceramic consumable products and systems to
demanding applications, primarily in the global steel and foundry industries. 
Vesuvius also supplies fabricated precious metals to the jewellery industry in
Europe and has significant precious metals recycling operations. 

 

·    For  the year  ended 31  December 2011,  revenue^3 and  adjusted  trading 
profit^2 were £1,818 million and £191 million respectively.

 

·    François  Wanecq,  the  current  CEO  of  Cookson's  Engineered  Ceramics 
division, will become the Chief Executive of Vesuvius and the Chairman will be
John McDonough, formerly CEO of Carillion plc.  Chris O'Shea, formerly CFO  of 
BG Group's  Africa,  Middle-East  and Asia  businesses,  will  become  Finance 
Director of Vesuvius.

 

·    A presentation for  analysts and investors  by Francois Wanecq,  together 
with members of  his senior management  team, will take  place on 27  November 
2012.

 

The Cookson  Board,  together with  its  advisers, has  conducted  significant 
analysis as part of the strategic review and has given due consideration to  a 
range of alternatives  and factors, including  preliminary approaches for  its 
divisions and current  market conditions.   The Board has  concluded that  the 
best option for maximising the value of its businesses and, accordingly, value
for Cookson Shareholders is to proceed with the Demerger.

 

The Cookson  Board  believes that  both  divisions  are now  large  enough  to 
successfully pursue  their strategies  independently.  The Cookson  Board  has 
regularly  reviewed  the  composition  of  the  Cookson  Group  from  both  an 
operational efficiency and  shareholder-value maximisation perspective.  There 
has been  significant development  in both  divisions over  recent years:  the 
Engineered Ceramics division  was substantially enlarged  via the  acquisition 
and integration of Foseco in 2008  and the Performance Materials division  has 
improved its business mix and doubled its trading profit from 2008 to 2011. 

 

The Cookson Board believes the Demerger is in the best interests of  Cookson's 
businesses and will deliver additional value to shareholders over time by:

 

·     Allowing  Vesuvius  and  Alent  to  pursue  their  strategic  objectives 
independently  with  greater   control  over  management   of  resources   and 
opportunities and avoiding competition for capital resources;

 

·    Increasing management and board focus on the particular needs of each of
Alent and Vesuvius, and enabling each of the companies to better motivate,
attract and retain management and other key employees;

 

·     Providing  shareholders  with  added  flexibility  in  their  investment 
decisions; and

 

·    Giving rise to a positive  valuation re-rating for both entities  through 
the potentially  improved performance  of  the businesses,  improved  investor 
understanding and  the  elimination  of any  "conglomerate  discount"  in  the 
current valuation of Cookson.

^ 

 

The preparations  and  planning required  to  effect the  Demerger  have  been 
completed: the  re-organisation and  tax steps  plan finalised  and ready  for 
implementation, agreement with the UK defined benefit pension plan trustee and
the UK pensions regulator  approval, US pension  regulator approval, new  debt 
facilities signed  for  both Alent  and  Vesuvius, new  Boards  appointed  and 
corporate  governance  structures  in  place  and  new  remuneration  policies 
developed in consultation with major shareholders.

 

One-off cash costs arising on the Demerger (relating, inter alia, to taxation,
debt  refinancing  costs,   and  professional   fees)  are   expected  to   be 
approximately £35 million. The aggregate level of on-going, incremental  costs 
to the businesses resulting from the Demerger are expected to be approximately
£3 million per annum,  relating to additional  central headquarters costs  and 
higher  borrowing  costs.  This  level  of  on-going,  incremental  costs   is 
significantly lower  than  was previously  indicated  in the  17  May  interim 
management statement.

 

In addition  to the  above, a  one-off cash  payment, currently  estimated  at 
approximately £32 million, will  be made into the  UK defined benefit  pension 
plan  (the  "UK  Plan")  at  Demerger  ("mitigation  payment").  This  payment 
effectively represents accelerated funding of the UK Plan's actuarial deficit.
 The UK Plan will be retained by Vesuvius and the mitigation payment has  been 
agreed with the UK  Plan trustee and clearance  obtained from the UK  pensions 
regulator. The  US pension  regulator has  confirmed that  no additional  cash 
payments are required to be made into any of the US pension plans as a  result 
of the Demerger.

 

If the Proposals are  approved by the Court  and Cookson Shareholders and  the 
Demerger becomes effective,  for every  one Cookson Share  they hold,  Cookson 
Shareholders will, on completion of the Demerger, then hold:

 

·    one ordinary share in Vesuvius  plc, a UK incorporated company,  admitted 
to the premium  listing segment of  the Official  List and to  trading on  the 
London Stock Exchange  and which  will remain  classified by  FTSE as  General 
Industrials; and

 

·    one ordinary share in Alent  plc, a UK incorporated company, admitted  to 
the premium listing segment of the Official List and to trading on the  London 
Stock Exchange and which  is expected to be  classified by FTSE as  Speciality 
Chemicals.

 

The Alent  Board  and  the  Vesuvius Board  have  agreed  that  their  current 
intention, subject to  completion of the  Demerger, general market  conditions 
and trading  performance, and  consistent with  the current  Cookson  dividend 
policy, is to recommend final dividends for 2012 that aggregate to 15.0  pence 
per Cookson Share. Vesuvius  intends to pay 9.5  pence per Vesuvius Share  and 
Alent intends  to pay  5.5 pence  per Alent  Share, with  each to  be paid  to 
shareholders in June 2013 following the standard shareholder approval  process 
and what was Cookson's normal timetable for a final dividend payment.

 

Jeff Harris  and  Nick  Salmon,  the  current  Chairman  and  Chief  Executive 
respectively of Cookson, will retire from Cookson at the time of the  demerger 
and will not serve on the boards of either Alent or Vesuvius.

 

Jeff Harris, Chairman of Cookson, commented:

 

"After significant  progress in  each of  our two  main businesses  in  recent 
years, and following a detailed strategic review, we are clear that a demerger
remains  in  the  best  interests  of  those  businesses  and  therefore   our 
shareholders.

 

Alent and Vesuvius will both be significant stand-alone entities - financially
strong, global, and leaders in their respective technologies and  end-markets. 
There is very limited operational or  end-market overlap between the two,  and 
both will be  much better  placed to  maximise their  potential following  the 
Demerger.

 

Strong Boards and management  teams are now  in place to  take both Alent  and 
Vesuvius  forward  independently,   and  to  create   significant  value   for 
shareholders over time."

 

Documentation relating to the Demerger  is being sent to Cookson  Shareholders 
today and  will be  available  on Cookson's  website  (www.cooksongroup.co.uk) 
later today. The Court Meeting and General Meeting to approve the Demerger are
to be held on 26 November 2012, with the Demerger expected to become effective
on 19 December 2012.

 

^ 

^1 Net sales value is revenue excluding commodity metals where the costs of
these are passed through to customers

^2 Trading profit is restated on a 'stand alone' basis - see section headed
'Financial Information'

^3 Includes the Precious Metals Processing division at net sales value  (being 
revenue excluding precious metals content)

 

 

Conference call

 

Nick Salmon  (Cookson Chief  Executive) and  Mike Butterworth  (Cookson  Group 
Finance Director) will be hosting a conference call for analysts and investors
at 9am (UK time)  today. They will be  referring to a PowerPoint  presentation 
which will be posted on the Cookson web site (www.cooksongroup.co.uk) ahead of
the call.

 

Conference call:

+44 (0) 207 136 2050 all participants

Confirmation code: 5249099

 

A replay of the call will be available  from 1pm on this day for two weeks  on 
the following numbers:

 

Replay:

+44 (0)203 427 0598non-US participants

+1 347 366 9565 US participants

Confirmation code: 5249099#

 

A  recording  of  the  call  will  also  be  available  on  Cookson's  website 
(www.cooksongroup.co.uk) within a few days after the event.

 

A presentation on Alent for analysts and investors by Steve Corbett,  together 
with members of his senior management team, will take place at the offices  of 
BofA Merrill Lynch, 2 King Edward Street, London EC1A 1HQ on 27 November  2012 
at 2pm.

 

A presentation  on Vesuvius  for analysts  and investors  by Francois  Wanecq, 
together with members of  his senior management team,  will take place at  the 
offices of BofA Merrill  Lynch, 2 King  Edward Street, London  EC1A 1HQ on  27 
November 2012 at 10am.

 

 

 

 

 

 

Enquiries

 

Cookson Group plc

Nick Salmon, Chief Executive                                              Tel: 
+ 44 (0)207 822 0000

Mike Butterworth, Group Finance Director           

 

Rothschild (financial adviser to Cookson, Alent and Vesuvius)

Robert       Leitão                                                            
            Tel: +44 (0)207 280 5000

Ravi Gupta

Nigel Himsworth

Charles Montgomerie

 

BofA Merrill Lynch(corporate broker to Cookson, Alent and Vesuvius)

Simon         Gorringe                                                         
            Tel: +44 (0)207 628 1000

Oliver Greaves

Marc-Olivier Regulla

Peter Brown

 

J.P. Morgan Cazenove(corporate broker to Cookson and Vesuvius)

Edmund
Byers                                                                      
Tel: +44 (0)207 742 4000

Richard Perelman

 

UBS (corporate broker to Alent)

John        Woolland                                                           
            Tel: +44 (0)207 567 8000

Hugo Fisher

 

MHP Communications

John   Olsen                                                                   
            Tel: +44 (0)203 128 8100

Andrew Jaques                                                        

Ian    Payne                                                                   
      

 

                 FURTHER INFORMATION ON THE PROPOSED DEMERGER

 

1     Introduction

On 17 May 2012, the Board announced that it was initiating a strategic  review 
to consider a number of options  for the Cookson Group, including a  potential 
demerger or separation of its main divisions. Following this review, the Board
has concluded that a separation of the Performance Materials division from the
Engineered Ceramics and Precious  Metals Processing divisions  is in the  best 
interests of its  businesses and  would deliver  over time  greater value  for 
Cookson Shareholders.

The Demerger  will,  if  fully implemented,  result  in  Cookson  Shareholders 
ceasing to  hold  Cookson Shares  and  instead  receiving shares  in  two  new 
companies: Alent plc and Vesuvius plc.  Alent plc will be the holding  company 
of the Performance  Materials division and  Vesuvius plc will  be the  holding 
company of the Engineered Ceramics and Precious Metals Processing divisions.

Following the Demerger, Alent will be organised into two business segments:

·        Assembly  Materials (formerly  the Performance  Materials  division's 
Joining Technologies business); and

·        Surface Chemistries  (formerly the  Performance Materials  division's 
Surface Chemistries business).

Following the  Demerger,  Vesuvius  will  be  organised  into  three  business 
segments:

·        Steel,  comprising  the  Engineered Ceramics  division's  Steel  Flow 
Control and Advanced Refractories businesses;

·         Foundry,  comprising  the  Engineered  Ceramics  division's  Foundry 
Technologies and Fused Silica businesses; and

·        Precious Metals Processing.

In order  for  the  Proposals  to be  implemented,  the  approval  of  Cookson 
Shareholders will be  required. In particular,  as a result  of its size,  the 
Demerger is  a class  1 transaction  (as  defined in  the Listing  Rules)  and 
Cookson Shareholders will therefore  be asked to approve  the Demerger at  the 
General Meeting  on  26  November  2012.  The  Scheme  also  requires  Cookson 
Shareholder approval at the  Court Meeting on 26  November 2012. In  addition, 
each of the Cookson  Capital Reduction, Alent  Capital Reduction and  Vesuvius 
Capital Reduction will require approval at the General Meeting on 26  November 
2012.

Completion of the Demerger is expected to occur on 19 December 2012.

2     Background to, and reasons for, the Demerger

The Engineered Ceramics  and Performance  Materials divisions  of Cookson  are 
separate businesses with  very limited operational  or end-market overlap  and 
few, if any, operational  synergies between the two.  The Board has  regularly 
reviewed the  composition  of  the  Cookson Group  from  both  an  operational 
efficiency and  shareholder-value  maximisation perspective.  There  has  been 
significant development in  both divisions over  recent years; the  Engineered 
Ceramics  division  was  substantially   enlarged  via  the  acquisition   and 
integration of Foseco plc in 2008  and the Performance Materials division  has 
improved its business mix  and doubled its trading  profit from 2008 to  2011. 
The Board believes that  both divisions are now  large enough to  successfully 
pursue their  strategies independently  and each  should rank  as a  FTSE  250 
company.

Furthermore, the Board believes that  the combination of these two  businesses 
has historically added complexity for investors looking to understand  Cookson 
and led some investors to apply  a "conglomerate discount" to their  valuation 
of Cookson. 

In the opinion of  the Board, the  two divisions are  less likely to  maximise 
their potential  performance  if they  continue  to be  operated  as  separate 
divisions under  common ownership.  As a  result, on  17 May  2012, the  Board 
announced that,  as part  of  its continued  focus on  maximising  operational 
performance and  shareholder value,  it was  initiating a  detailed  strategic 
review to consider  a number  of options for  the Cookson  Group, including  a 
potential demerger or separation of its main divisions.

The Board, together with its  advisers, has conducted significant analysis  as 
part of the  strategic review and has  given due consideration  to a range  of 
alternatives and factors, including  preliminary approaches for its  divisions 
and current market conditions.  The Board has concluded  that the best  option 
for maximising the value of its businesses and, accordingly, value for Cookson
Shareholders is to  proceed with  the Demerger.  The Board  believes that  the 
separation is in the best interests  of Cookson's businesses and will  deliver 
additional value for shareholders by:

·        allowing  Alent and  Vesuvius to  pursue their  strategic  objectives 
independently with  greater  flexibility  over  management  of  resources  and 
opportunities from a strong financial base;

·        increasing management focus and attention on the particular needs  of 
each of Alent and Vesuvius, and enabling the assembly of a board of  directors 
specialised in each respective business;

·        removing  the  competition between  Alent  and Vesuvius  for  capital 
resources given their differing strategic focus and investment profiles;

·        enabling each of Alent and  Vesuvius to motivate, attract and  retain 
management and  other key  employees, both  by enhancing  the value  of  their 
equity-based compensation programmes and  directly linking such programmes  to 
each business's performance;

·        providing  shareholders with  added flexibility  in their  investment 
decisions, including by creating two separately listed companies with distinct
investment profiles and clear market valuations;

·        giving  rise to  a  positive valuation  re-rating for  both  entities 
through the  potentially  improved  performance of  the  businesses,  improved 
investor understanding and the elimination  of any "conglomerate discount"  in 
the current valuation of Cookson;

·        increasing the  visibility of  each company's  and management  team's 
performance and providing increased opportunities for corporate action in each
of Vesuvius and Alent; and

·        the potential improvement in each company's rating, providing each of
Alent  and  Vesuvius   with  a  more   attractive  acquisition  currency   for 
shareholder-value enhancing acquisitions.

3     Summary of the Proposals

If fully  implemented,  the  Proposals will  result  in  Cookson  Shareholders 
holding shares  in two  newly incorporated  holding companies:  Alent plc  and 
Vesuvius plc, each of which will be admitted to the premium listing segment of
the Official List and to trading on the London Stock Exchange. Full details of
the Proposals are included in the Circular being sent to Cookson  Shareholders 
today.

4     Information on Alent 

In addition to the information below, further information on Alent is set  out 
in the Cookson  Circular and Alent  Prospectus, both of  which are being  made 
available to Cookson shareholders today.

4.1     Business segments

Following the Demerger, Alent will  comprise the former Performance  Materials 
division of Cookson. Alent will be organised into two business segments:

·        Assembly Materials (formerly the Joining Technologies business); and

·        Surface Chemistries (formerly the Surface Chemistries business).

Alent is  a leading  global  supplier of  advanced surface  treatment  plating 
chemicals and  electronics assembly  materials.  The principal  end-market  is 
global  electronics  production,   which  Alent  estimates   to  account   for 
approximately three  quarters of  Alent's revenue.  The automotive  and  other 
industrial markets represent a quarter of revenue. The geographic split of the
net sales value^1 of Alent  is broadly one third in  each of Europe, Asia  and 
the Americas. Alent  had revenue of  £814 million, net  sales value^1 of  £418 
million and an adjusted trading profit^2 of  £96 million in the year ended  31 
December 2011.  As at 30 June 2012, Alent had gross assets of £689 million.

The  Assembly  Materials  business,  trading  as  Alpha,  supplies  electronic 
interconnect materials to assemblers of PCBs and the semiconductor   packaging 
industry. The  Surface  Chemistries  business, trading  as  Enthone,  supplies 
specialty electroplating chemicals and services for use in semiconductors  and 
PCB fabrication,  as  well  as  corrosion  resistant/decorative  coatings  for 
various industries, particularly the automotive industry.

Alent is present in  over 100 countries  and has over  2,500 employees and  23 
manufacturing sites worldwide. This enables Alent to supply its customers with
highly engineered and customised specialty  chemicals and materials on a  just 
in time basis from its strategic locations around the world.

Alent's key product groups are:

·         fabrication  materials  such  as  damascene  copper   electroplating 
chemistry which provides the "wires" within a semiconductor IC chip;

·        packaging materials, including solder spheres for BGA and  chip-scale 
packages, die attach adhesives and copper pillar electroplating chemistry;

·        interconnect materials  being principally electroplating  chemistries 
for fabrication of PCBs;

·        assembly materials comprising solder in a variety of forms, including
bar, wire, solder paste and pre-forms; and

·        non-electronic electroplating products and services, principally  for 
automotive applications  which  include  decorative  and  corrosion  resistant 
applications.

4.2     Strategy and key strengths

The Alent  Directors  believe  that  Alent benefits  from  the  following  key 
strengths:

·        market leadership through differentiating products and solutions;

·        technology and fast cycle R&D providing innovation-driven growth;

·        participating in high growth end-markets;

·        a global footprint close to industry defining customers in Asia;

·        longstanding and collaborative customer relationships; and

·        a value-add sales strategy targeting OEMs.

The key elements of Alent's strategy are to:

·        focus on high growth end-markets;

·        further develop new markets and products;

·        expand its value-add and OEM sales strategy;

·        continue  to develop  higher-margin  products  and  improve  mix  and 
operational efficiencies; and

·        further develop its technology and innovation leadership.

5     Information on Vesuvius

In addition to the information below,  further information on Vesuvius is  set 
out in the Cookson Circular and  Vesuvius Prospectus, both of which are  being 
made available to Cookson Shareholders today.

5.1     Vesuvius

Following the Demerger, Vesuvius will comprise the former Engineered  Ceramics 
and  Precious  Metals  Processing  divisions  of  Cookson.  Vesuvius  will  be 
organised into three business segments:

·        Steel,  comprising  the  Engineered Ceramics  division's  Steel  Flow 
Control and Advanced Refractories businesses;

·         Foundry,  comprising  the  Engineered  Ceramics  division's  Foundry 
Technologies and Fused Silica businesses; and

·        Precious Metals Processing.

Vesuvius  is  a   global  leader  in   metal  flow  engineering,   developing, 
manufacturing and  marketing  mission  critical  advanced  ceramic  consumable 
products and systems to demanding applications, primarily in the global  steel 
and foundry industries and in industries that require refractory materials for
high temperature, abrasion resistant and corrosion resistant applications such
as the aluminium, cement,  glass and solar  industries. In addition,  Vesuvius 
supplies fabricated  precious metals  (primarily  gold, silver,  platinum  and 
palladium) to the jewellery  industry in Europe  and has significant  precious 
metals recycling operations.

The split by  end-market of Vesuvius'  2011 revenue^3 was  52 per cent.  steel 
production, 29 per cent.  foundry, 7 per cent.  precious metal processing,  10 
per cent. other process industries and 2 per cent. solar.

The geographic split of Vesuvius' 2011  revenue^3 was 42 per cent.  developing 
markets and 58 per cent. developed markets, with 28 per cent. in Asia-Pacific,
36 per cent. in Europe, 23 per cent. in NAFTA and 13 per cent. in the rest  of 
the world. Vesuvius had  revenue^3 of £1,818 million  and an adjusted  trading 
profit^2 of £191 million  in the year  ended 31 December 2011.  As at 30  June 
2012, Vesuvius had approximately 12,100 employees.

Vesuvius   has    developed    close,   collaborative    relationships    with 
industry-leading customers and OEMs and, due to the specialised nature of  its 
products and  the high  volume in  which they  are consumed,  has developed  a 
global network closely  aligned with  its customers' locations,  with some  70 
major  manufacturing  facilities  across  the  world.  The  Board   attributes 
Vesuvius' growth  to exposure  to developing  markets, as  well as  increasing 
penetration of  its  products within  these  markets, underpinned  by  leading 
technology and service capabilities.

In recent months, as disclosed in the interim management statement released by
Cookson on 8 October 2012, Vesuvius has been experiencing weakening demand for
its products as  a result  of cyclical declines  in production  levels in  its 
end-markets. Management  has  already taken  a  number of  short-term  actions 
including reducing  temporary  workers  and  overtime,  a  hiring  freeze  and 
curtailment of discretionary costs. Vesuvius has a number of further  measures 
available to implement in the event  that a more substantial restructuring  is 
required  such  as  subsidised  working  hour  reduction  schemes,   permanent 
headcount reductions and  permanent facility closures.  Such more  substantial 
restructuring measures were  implemented during the  2008/09 financial  crisis 
and allowed  the Engineered  Ceramics division  to maintain  positive  trading 
margins  and   significant   positive   cash   inflows   notwithstanding   the 
unprecedented fall in revenue experienced at that time.

5.2     Strategy and key strengths

The Vesuvius Directors believe that  Vesuvius benefits from the following  key 
strengths:

·         strong  market   positions  serving   attractive  long-term   growth 
end-markets with capacity to outperform underlying end-market growth;

·        long-standing, blue chip customer partnerships;

·         mission  critical,  low  cost  consumable  products  enabling  value 
pricing;

·        technology and know-how leadership; and 

·        drive for cost leadership and flexibility to manage downturns.

The key elements of Vesuvius' strategy are to:

·        maintain its technology and innovation leadership position;

·        enlarge  the addressable  market  through increasing  penetration  of 
existing and new value-added solutions;

·        leverage strong developing market position to capture growth;

·        improve cost leadership and margins; and

·        build a comprehensive offering in metal casting engineering.

6     The Alent and Vesuvius Boards

The Alent and Vesuvius Boards will comprise a combination of existing  Cookson 
Directors and new directors.

Jeff Harris  and  Nick  Salmon,  the current  Chairman  and  Chief  Executive, 
respectively, of Cookson, will retire from Cookson following the Demerger  and 
will not  serve  on  either  the  Alent Board  or  the  Vesuvius  Board.  Mike 
Butterworth, the current Finance Director of Cookson, will remain with Cookson
to oversee a smooth transition after the Demerger, providing services to  both 
Alent and Vesuvius (including acting as the Interim Finance Director of  Alent 
until a permanent appointee  has joined Alent), but  is expected to step  down 
from Cookson by 29  March 2012, once Alent  and Vesuvius have completed  their 
year end accounts in respect of 2012.

6.1     Alent Board

The Alent Board will comprise:

Name                 Position
Peter Hill CBE       Chairman
Steve Corbett        Chief Executive
Mike Butterworth     Interim Finance Director*
Dr Emma FitzGerald   Non-Executive Director
Lars Förberg         Non-Executive Director
Noël Harwerth        Non-Executive Director
Jan Oosterveld       Non-Executive Director
Mark Williamson      Non-Executive Director

*Discussions with  a  potential permanent  Finance  Director to  succeed  Mike 
Butterworth are at  an advanced  stage and it  is expected  that the  relevant 
candidate will take up his position early in the New Year.

6.2     Vesuvius Board

The Vesuvius Board will comprise:

Name                Position
John McDonough CBE  Chairman
François Wanecq     Chief Executive
Chris O'Shea        Finance Director
Christer Gardell    Non-Executive Director
Jeff Hewitt         Non-Executive Director
Jan Oosterveld      Non-Executive Director*
John Sussens        Non-Executive Director*

* Jan  Oosterveld and  John Sussens  intend to  retire as  Vesuvius  Directors 
immediately following Vesuvius'  2013 annual general  meeting, subject to  the 
appointment of their successors.

7     Financial effects of the Proposals

The Board expects upfront,  one-off cash costs arising  on the Demerger to  be 
approximately £35  million, comprising  taxation  costs of  approximately  £10 
million, debt refinancing costs of  approximately £5 million and  professional 
fees and other costs of approximately £20 million. These costs are expected to
be split approximately £20  million in respect  of Vesuvius and  approximately 
£15 million in  respect of  Alent. The Board  expects the  aggregate level  of 
on-going, incremental costs to the  businesses resulting from the Demerger  to 
be  approximately  £3  million  per  annum,  relating  to  additional  central 
headquarters costs  and  higher  borrowing  costs.  This  level  of  on-going, 
incremental costs is significantly lower than was previously indicated in  the 
17 May interim management statement.

In addition  to the  above, a  one-off cash  payment, currently  estimated  at 
approximately £32 million, will  be made into the  UK Plan (a defined  benefit 
plan) at  Demerger  ("mitigation  payment").  This  payment,  which  has  been 
approved by  the UK  pensions  regulator, effectively  represents  accelerated 
funding into the UK Plan as a consequence of an agreement by Cookson with  the 
UK Plan Trustee  whereby the UK  Plan liabilities of  the Alent employers  who 
participated in the UK Plan will be discharged in full on the Demerger; the UK
Plan remaining  fully with  Vesuvius following  the Demerger.  The US  pension 
regulator has confirmed that  no additional cash payments  are required to  be 
made into any of the US pension plans as a result of the Demerger.

8     Dividend policy of Cookson, Alent and Vesuvius

8.1     Cookson

Cookson announced on 25 July 2012 that it was declaring an interim dividend of
7.50 pence per share that was paid  on 15 October 2012 to Shareholders on  the 
Register as at 14 September 2012. Following the Demerger, it is intended  that 
the first dividend to both Alent  and Vesuvius Shareholders will be the  final 
dividend for the year ending 31 December 2012.

The Alent Board and Vesuvius Board  have agreed that their current  intention, 
subject to completion of the  Demerger, general market conditions and  trading 
performance, and consistent with  the current Cookson  dividend policy, is  to 
recommend final dividends for  2012 that aggregate to  15.0 pence per  Cookson 
Share. Vesuvius intends to pay 9.5 pence per Vesuvius Share and Alent  intends 
to pay 5.5 pence per Alent Share, with each to be paid to shareholders in June
2013  following  the  standard  shareholder  approval  process  and  what  was 
Cookson's normal timetable for a final dividend payment.

8.2     Alent

Alent expects to be a highly cash generative business with the opportunity for
attractive capital investment  to enhance its  growth prospects, both  through 
organic  investments,  including   new  product  development,   and  bolt   on 
acquisitions. The  Alent  Board  intends  to pursue  a  dividend  policy  that 
reflects this  strategy  whilst  also delivering  shareholders  high  quality, 
long-term dividend  growth.  The  first  dividend under  this  new  policy  is 
expected to be declared  at the interim  results for the  half year ending  30 
June 2013.

8.3     Vesuvius

Vesuvius expects  to  be strongly  cash  generative  and is  a  well  invested 
business. The Vesuvius Board recognises  the importance of cash  distributions 
and intends to deliver attractive returns to shareholders, including long term
dividend growth. All  decisions will  take into  account Vesuvius'  underlying 
earnings, cash  flows,  capital investment  plans  and the  prevailing  market 
outlook. The first dividend under this  new policy is expected to be  declared 
at the interim results for the half year ending 30 June 2013.

9     Debt arrangements and capital structure

9.1     Overview

Cookson had  net  debt  as  at  30 June  2012  of  £451  million  representing 
approximately 1.3 times Cookson EBITDA for  the 12 months ended 30 June  2012. 
The Board intends that the current net  debt of Cookson will be split  between 
Vesuvius and  Alent on  Demerger  broadly in  proportion to  their  respective 
EBITDA for the 12 months prior  to Demerger giving both groups strong  balance 
sheets. The approximate split of Cookson Group's  net debt at the date of  the 
Demerger is expected to be two-thirds for Vesuvius and one-third for Alent.

9.2     Alent

Alent has agreed a new revolving credit facility of £300 million which becomes
available shortly  before  the  Demerger  Effective Time  and  matures  on  20 
September 2017.  This new  credit facility  is  provided by  a group  of  nine 
leading banks and carries a  margin over LIBOR of  between 1.25 per cent.  and 
2.25 per cent., depending on the ratio of consolidated net borrowings of Alent
to proforma EBITDA. At  the level of  leverage expected immediately  following 
the Demerger, the new margin over LIBOR will be 1.50 per cent.

9.3     Vesuvius

Vesuvius will assume at the Demerger Effective Time, subject to the amendments
below, the  existing Cookson  committed debt  facilities, including  its  $250 
million US Private Placement Loan Notes and its £600 million revolving  credit 
facility which matures in April 2016.

The Notes were issued on 16 December 2010 in two series, $110 million 4.16 per
cent. Series  A  Senior Notes  with  the unpaid  principal  amount due  on  16 
December 2017 and $140 million 4.87 per  cent. Series B Senior Notes with  the 
unpaid principal amount due on  16 December 2020. The  terms of the loan  note 
agreement have  been amended  to enable  the Demerger  to take  place with  an 
increase in coupon of each series of 0.1 per cent.

Similarly, the terms  of the revolving  credit facility have  been amended  to 
enable the Demerger to take  place, with an increase of  0.1 per cent. to  the 
margin over LIBOR.  Shortly before  the Demerger,  the size  of the  revolving 
credit facility will  be reduced  from £600 million  to £425  million. At  the 
level of leverage expected immediately following the Demerger, the margin over
LIBOR will be 1.05 per cent.

10    Remuneration policy and employee share plans

The remuneration of the Executive Directors will comprise base salary,  annual 
incentive, long-term incentive  and retirement  benefits. This  is similar  to 
Cookson except that it is  simpler as it excludes  both bonus deferral of  the 
annual incentive and the matching shares which formed part of the LTIP.

The overall intention is that this will  result, in broad terms and as far  as 
possible, in  a  "no gain  -  no loss"  position  for Executive  Directors  as 
compared with the pre-Demerger  Cookson remuneration arrangements, aside  from 
some individuals who are either new hires or promotions.

The structure of the Demerger will mean that outstanding awards granted  under 
the LTIP will  be rolled  over and continue  to exist  post-Demerger (with  no 
vesting at the Demerger taking effect). The vesting of these LTIP awards  will 
continue to be subject  to the satisfaction of  relative TSR and headline  EPS 
growth performance  targets and  subject  to the  rules  of the  LTIP.   These 
rolled-over LTIP awards  will be  "equivalent" to the  LTIP awards  previously 
held. They will have comparable performance conditions and the market value of
the shares in a rolled-over award  immediately after the rollover will be  the 
same as the market  value of the shares  immediately before the rollover.  The 
Proposals will not result in the early vesting of LTIP awards.

11    Shareholder and Court approvals required

Due to the  size of  the transaction,  the Demerger  needs to  be approved  by 
Cookson Shareholders pursuant  to the  Listing Rules. Various  aspects of  the 
Proposals also need to be approved by Cookson Shareholders to satisfy  certain 
other legal requirements.

A detailed description of the Proposals is set out in the Circular being  sent 
to Cookson Shareholders today. The Proposals  can be implemented only if  they 
receive sufficient support from Cookson Shareholders at both the Court Meeting
and the General Meeting on 26 November 2012.

Notices convening  the Court  Meeting and  the General  Meeting at  which  the 
approvals for the Proposals are being sought from Cookson Shareholders are set
out in the Circular. Both Meetings will  be held at the offices of  Linklaters 
LLP, One Silk  Street, London EC2Y  8HQ on  26 November 2012,  with the  Court 
Meeting beginning at  10.00 a.m. and  the General Meeting  beginning at  10.15 
a.m. (or, if later, immediately following the conclusion or adjournment of the
Court Meeting).

^ 

^1 Net sales value is revenue excluding commodity metals where the costs of
these are passed through to customers

^2 Trading profit is restated on a 'stand alone' basis - see section headed
'Financial Information'

^3 Includes the Precious Metals Processing division at net sales value (being
revenue excluding precious metals content)

 

                            FINANCIAL INFORMATION

Alent income statement "stand alone" reconciliation

The financial statements  for Alent previously  disclosed in Cookson's  Annual 
Reports and  interim results  announcements  (i.e. the  Performance  Materials 
division) and  as included  in  the Alent  Prospectus  (1 November  2012)  are 
presented on the basis of Cookson's historic central/PLC cost structure rather
than Alent's expected central/PLC cost structure going forward.  For the  year 
ending 31 December 2013, the central headquarters costs which will need to  be 
deducted from the  aggregate results  for the two  Alent businesses,  Assembly 
Materials and Surface  Chemistries, to  arrive at  the results  for the  Alent 
business as a whole, are expected to be approximately £6 million.

A reconciliation of EBIT and EBITDA as previously reported to EBIT and  EBITDA 
as if Alent  had been a  "stand alone"  business throughout, is  shown in  the 
table below.

                                        2008  2009  2010  2011 H1 2011 H1 2012
EBIT
As previously reported^1                51.7  39.2  71.0  99.6    45.0    50.0
Add back 'old' central cost              2.1   1.7   3.6   2.3     1.5     0.4
allocations
Estimated central / PLC costs for      (6.0) (6.0) (6.0) (6.0)   (3.0)   (3.0)
Alent
Estimated 'stand alone'                 47.8  34.9  68.6  95.9    43.5    47.4
EBITDA
As previously reported^1                61.0  48.5  79.7 108.1    49.2    54.3
Add back 'old' central cost              2.1   1.7   3.6   2.3     1.5     0.4
allocations
Estimated central / PLC costs for      (6.0) (6.0) (6.0) (6.0)   (3.0)   (3.0)
Alent
Estimated 'stand alone'                 57.1  44.2  77.3 104.4    47.7    51.7

Note

1     Previously reported as the  Performance Materials division in  Cookson's 
Annual Reports and interim results announcements.

 

 

Vesuvius income statement "stand alone" reconciliation

 

The financial statements for Vesuvius previously disclosed in Cookson's Annual
Reports and interim  results announcements (i.e.  the Engineered Ceramics  and 
Precious  Metals  Processing  divisions)  and  as  included  in  the  Vesuvius 
Prospectus (1 November 2012) are presented on the basis of Cookson's  historic 
central/PLC cost structure  rather than Vesuvius'  central/PLC cost  structure 
going forward.  For the  year ending  31 December  2013, central  headquarters 
costs which will need to be deducted from the aggregate segmental results  for 
Vesuvius' three businesses to arrive at the results for the Vesuvius  business 
as a whole, are expected to be approximately £14 million.

A reconciliation of EBIT and EBITDA as previously reported to EBIT and  EBITDA 
as if Vesuvius had been a 'stand  alone' business throughout, is shown in  the 
table below.

£m                              2008   2009   2010      2011 H1 2011 H1 2012^2
EBIT
As previously reported^1,3     183.4   72.5  181.1  190.6   100.9         91.2
Add back 'old' central cost      5.4    4.7    9.0    5.8     3.7          1.2
allocations
Add back 'old' unallocated       7.6    7.3    9.0    8.8     4.3          5.0
Corporate Costs
Estimated central/PLC costs   (14.0) (14.0) (14.0) (14.0)   (7.0)        (7.0)
for Vesuvius
Estimated 'stand alone'        182.4   70.5  185.1  191.2   101.9         90.4
EBITDA
As previously reported^1,3     223.7  116.8  226.5  238.3   124.4        114.3
Add back 'old' central cost      5.4    4.7    9.0    5.8     3.7          1.2
allocations
Add back 'old' unallocated       7.6    7.3    9.0    8.8     4.3          5.0
Corporate Costs
Estimated central/PLC costs   (14.0) (14.0) (14.0) (14.0)   (7.0)        (7.0)
for Vesuvius
Estimated 'stand alone'        222.7  114.8  230.5  238.9   125.4        113.5

Notes

1     Previously  reported as  a combination  of the  Engineered Ceramics  and 
Precious Metals Processing divisions and  corporate costs in Cookson's  Annual 
Reports and interim results announcements

2     Results for H1 2012 include the  following amounts in respect of the  US 
operations of the Precious Metals  Processing division which were disposed  of 
in May 2012: EBIT of £1.7m and EBITDA of £1.7m

3     Results  for FY  2008 assume  that Foseco  plc had  been acquired  on  1 
January 2008, rather than on 4 April 2008

 

Additional guidance

The following table details management's  expectations for a number of  income 
statement or cash flow items in respect of the years ending 31 December,  2012 
and 2013.

                            Vesuvius                         Alent
                    2012              2013            2012           2013
Capital                 c.£50m             c.£45m        c.£20m         c.£22m
expenditure
                    (1.1 times         (1.0 times    (2.2 times     (2.0 times
                 depreciation)      depreciation) depreciation)  depreciation)
Restructuring:                                                                
Charge                  c.£35m              c.£5m         c.£5m          c.£2m

               (£30m non-cash)
Cash spend              c.£10m              c.£5m         c.£3m          c.£2m
Pension top-ups:
UK                         £7m      £7m per annum           n/a            n/a

                                    Revised after
                                        triennial
                                 valuation in mid
                                             2013
US                   $7m (£4m)     $6m (£4m), but     $3m (£2m) $4m (£2m), but
                                        voluntary                    voluntary
Tax:
Effective tax          c.23.5%           24 - 25%       c.23.5%       23 - 24%
rates
US tax losses                         $530m/$204m                    $260/$99m
(gross/net)
                                    (£342m/£131m)                 (£165m/£63m)

                               (as at 31 December               (as at 30 June
                                            2011)                        2012)

 

 

                                 DEFINITIONS

In this announcement the  following words and  expressions have the  following 
meanings, unless the context requires otherwise:

Advanced Refractories Business The Advanced Refractories Business of Vesuvius.
Alent                          (i)     if used to refer  to a time before  the 
                               Demerger Effective  Time,  Alent  plc  and  the 
                               companies  holding  or   operating  the   Alent 
                               Business in  the Cookson  Group (or,  following 
                               the Scheme  Effective  Time but  prior  to  the 
                               Demerger Effective Time, the companies  holding 
                               or operating the  Alent Business in  Vesuvius); 
                               and

                               (ii)     if used to refer  to a time after  the 
                               Demerger Effective  Time,  Alent  plc  and  its 
                               subsidiaries and  subsidiary undertakings  from 
                               time to  time holding  or operating  the  Alent 
                               Business.
Alent Board or Alent Directors The board of directors of Alent plc, and "Alent
                               Director" means any member of the Alent  Board, 
                               as the context so requires.
Alent Business                 The Performance Materials division of  Cookson, 
                               operated  and   held   through  a   number   of 
                               subsidiaries owned by Cookson (or Vesuvius  plc 
                               as the  context may  require)  and all  of  the 
                               trade  marks,  brand  names  and   intellectual 
                               property associated with the division, which is
                               proposed to be demerged in accordance with  the 
                               Demerger Agreement and will  be owned by  Alent 
                               plc following the Demerger Effective Time.
Alent Capital Reduction        The proposed reduction of the nominal value  of 
                               the Alent  Shares to  be undertaken  after  the 
                               Demerger Effective Time.
Alent plc                      Alent plc  (incorporated in  England and  Wales 
                               under the Companies Act with registered  number 
                               8197966), whose registered office is at Forsyth
                               Road, Sheerwater, Woking, Surrey GU21 5RZ.
Alent Prospectus               The  prospectus  prepared   by  Alent  plc   in 
                               accordance  with  the   Prospectus  Rules   and 
                               published in relation  to Alent  and the  Alent 
                               Shares.
Alent Shareholders             Holders of Alent Shares.
Alent Shares                   (i)    prior  to  the Alent  Capital  Reduction 
                               becoming effective, the ordinary shares in  the 
                               capital of  Alent  plc  with  a  nominal  value 
                               determined by the Alent  Board prior to  issue; 
                               and
                               (ii)     subsequent   to  the   Alent   Capital 
                               Reduction  becoming  effective,  the   ordinary 
                               shares of 10 pence in the capital of Alent plc.
Assembly Materials or Assembly the Assembly Materials business of Alent.
Materials business
BGA                            Ball grid array
Board                          The board of directors of Cookson.
BofA Merrill Lynch             Merrill Lynch  International,  incorporated  in 
                               England  and  Wales   with  registered   number 
                               02312079 and its registered office address at 2
                               King Edward Street, London EC1A 1HQ.
Companies Act                  The Companies Act 2006.
Cookson                        Cookson Group plc (to be renamed Cookson  Group 
                               Limited    pursuant    to    the     Proposals) 
                               (incorporated and  registered  in  England  and 
                               Wales with  registered  number  251977),  whose 
                               registered  office  is  at  165  Fleet  Street, 
                               London EC4A 2AE.
Cookson Board or Cookson       The board of directors of Cookson and  "Cookson 
Directors                      Director"  means  any  member  of  the  Cookson 
                               Board.
Cookson Capital Reduction      The proposed reduction of the share capital  of 
                               Cookson,  involving  the  cancellation  of  the 
                               Cookson Shares pursuant to the Scheme.
Cookson Group                  Cookson,   its   subsidiaries,   its    holding 
                               companies, and the subsidiaries of its  holding 
                               companies, from time to time.
Cookson LTIP                   Cookson Long term incentive plan.
Cookson Shareholders           Holders of Cookson Shares.
Cookson Shares                 The  ordinary  shares  of  £1.00  each  in  the 
                               capital of Cookson.
Court                          The High Court of Justice in England and Wales.
Court Meeting                  The meeting of the  Cookson Shareholders to  be 
                               convened pursuant to an order of the Court  and 
                               to be held  at the offices  of Linklaters  LLP, 
                               One Silk Street, London EC2Y 8HQ at 10.00  a.m. 
                               on  26  November  2012  for  the  purposes   of 
                               considering and, if thought fit, approving  the 
                               Scheme and any adjournment of such meeting.
Delisting Resolution           The  special  resolution  numbered  (3)  to  be 
                               proposed at the General Meeting.
Demerger                       The  proposed  demerger   of  the   Performance 
                               Materials division  from the  Cookson Group  on 
                               the terms and subject to the conditions set out
                               in the Demerger Agreement.
Demerger Agreement             The agreement relating to the Demerger  between 
                               Cookson, Alent plc and Vesuvius plc.
Demerger and Reductions        The  Special  Resolution  numbered  (2)  to  be 
Resolution                     proposed at the

                               General Meeting.
Demerger Effective Time        The  time   at  which   the  Demerger   becomes 
                               effective, expected  to  be  before  8.00  a.m. 
                               (London time) on 19 December 2012.
EBITDA                         Earnings before interests, taxes,  depreciation 
                               and amortisation.
Engineered Ceramics division   The division of the Cookson Group which  trades 
                               under the Vesuvius and  Foseco brand names  and 
                               which supplies (i) advanced ceramic  consumable 
                               products  and  systems  to  the  global   steel 
                               industry and  the global  foundry industry  and 
                               (ii) specialty  ceramic products  to the  glass 
                               and solar industries advanced.
EPS                            Earnings per share.
Executive Directors            The executive directors  of Cookson, Alent  plc 
                               or Vesuvius plc, as the context may require.
Foundry or Foundry business    The Foundry business of Vesuvius.
FSA                            The UK Financial Services Authority.
FSMA                           The Financial Services and Markets Act 2000 (as
                               amended).
Fused Silica Business          The Fused Silica Business of Vesuvius.
General Meeting                The general meeting of Cookson Shareholders  to 
                               be held at the  offices of Linklaters LLP,  One 
                               Silk Street, London EC2Y  8HQ at 10.15 a.m.  on 
                               26 November 2012 (or as soon thereafter as  the 
                               Court Meeting  shall  have  concluded  or  been 
                               adjourned),  and   any  adjournment   of   such 
                               meeting.
holder                         A registered  holder of  shares, including  any 
                               person entitled by transmission.
J.P. Morgan Cazenove           J.P. Morgan  Securities  plc,  incorporated  in 
                               England  and  Wales   with  registered   number 
                               02711006 and its  registered office address  at 
                               25 Bank Street, Canary Wharf, London E14 5JP.
Interim management statement   The  Cookson   Interim   Management   Statement 
                               covering   current   trading,   its   financial 
                               position and outlook.
LIBOR                          London inter-bank offer rate.
Listing Rules                  The listing rules made  by the FSA pursuant  to 
                               section 73A of the FSMA.
London Stock Exchange          London Stock Exchange plc.
Meetings                       The Court Meeting and the General Meeting,  and 
                               "Meeting" means either of them.
members                        Unless the context otherwise requires,  members 
                               of Cookson, Alent plc  or Vesuvius plc, as  the 
                               case  may  be,  on  the  relevant  register  of 
                               members at any relevant date.
NAFTA                          North American Free Trade Agreement.
Non-Executive Director         The non-executive directors  of Cookson,  Alent 
                               plc  or  Vesuvius  plc,  as  the  context   may 
                               require.
OEM                            Original Equipment Manufacturer.
Official List                  The official list of the UK Listing Authority.
PCB                            Printed Circuit Board, a type of circuit  board 
                               which has  conducting  tracks  superimposed  or 
                               printed on one  or both sides.  May refer to  a 
                               board  either  before  or  after  the  assembly 
                               process. Also referred to  as a printed  wiring 
                               board ("PWB") in the US.
Pensions regulator             The UK Pensions Regulator of work-based pension
                               schemes, established  under  the  Pensions  Act 
                               2004, as amended.
Performance Materials division The  division  of   the  Cookson  Group   which 
                               supplies  electronics  assembly  materials  and 
                               advanced   surface   treatment   and    plating 
                               chemicals, including  the Joining  Technologies 
                               business,  a   supplier  of   solder,   fluxes, 
                               adhesives and related products and the  surface 
                               chemistries    business,    a    supplier    of 
                               electro-plating chemicals.
Precious Metals Processing     The business units of  the Cookson Group  which 
division, Precious Metals,     supply fabricated  precious  metals  (primarily 
Precious Metals business or    gold, silver,  platinum and  palladium) to  the 
PMP                            jewellery industry in the UK, France and  Spain 
                               and are involved in  the recycling of  precious 
                               metals.
premium listing                A listing  by  the FSA  by  virtue of  which  a 
                               company is subject to the full requirements  of 
                               the Listing Rules.
Proposals                      The  Reorganisation,   the   Resolutions,   the 
                               Scheme, the Demerger and the Reductions.
Prospectus Rules               The prospectus rules made  by the FSA  pursuant 
                               to section 73A of the FSMA.
Reductions                     The  Cookson  Capital   Reduction,  the   Alent 
                               Capital   Reduction   and   Vesuvius    Capital 
                               Reduction.
Register                       The register of members of Cookson.
Reorganisation                 The  proposed  reorganisation  of  the  Cookson 
                               Group to  be  effected prior  to  the  Demerger 
                               Effective Time.
Resolutions                    The resolutions, as  set out in  the notice  of 
                               General Meeting, to be proposed at the  General 
                               Meeting, including the  Scheme Resolution,  the 
                               Demerger   and   Reductions   Resolution,   the 
                               Delisting  Resolution  and   the  Share   Plans 
                               Resolutions.
Rothschild                     N  M  Rothschild  &  Sons  Limited,  a  company 
                               incorporated  in   England   and   Wales   with 
                               registered number 00925279 and whose registered
                               address is at  New Court,  St. Swithin's  Lane, 
                               London EC4N 8AL.
Scheme                         The scheme of arrangement  proposed to be  made 
                               under Part 26  of  the  Companies  Act  between 
                               Cookson and the  Cookson Shareholders, with  or 
                               subject  to  any   modification,  addition   or 
                               condition approved or imposed by the Court  and 
                               agreed to by Cookson and Vesuvius plc.
Scheme Effective Time          The date and time  at which the Scheme  becomes 
                               effective  in   accordance  with   its   terms, 
                               expected to  be  at  around  9.00  p.m.  on  14 
                               December 2012.
Scheme Resolution              The  special  resolution  numbered  (1)  to  be 
                               proposed at the General Meeting.
Shareholder                    A holder  of Cookson  Shares, Alent  Shares  or 
                               Vesuvius Shares, as the context requires.
Share Plans Resolutions        The  ordinary  resolutions  numbered  4  and  5 
                               (inclusive)  to  be  proposed  at  the  General 
                               Meeting.
Steel or Steel business        The Steel business of Vesuvius.
Steel and Foundry or Steel and The Steel and Foundry business of Vesuvius.
Foundry business
Surface Chemistries  or        The Surface Chemistries business of Alent.
Surface Chemistries business
TSR                            Total shareholder return.
UBS                            UBS Limited, incorporated in England and  Wales 
                               with  registered   number  02035362   and   its 
                               registered office address at 1 Finsbury Avenue,
                               London EC2M 2PP.
UK or United Kingdom           The  United  Kingdom   of  Great  Britain   and 
                               Northern Ireland.
UK Listing Authority or UKLA   The Financial Services Authority acting in  its 
                               capacity as  the  competent authority  for  the 
                               purposes of Part VI of the FSMA.
UK Plan                        The defined  benefit  pension plan  of  Cookson 
                               Group.
UK Plan Trustee                A Trustee of the UK Plan.
US or United States            The United States  of America, its  territories 
                               and possessions, any state of the United States
                               and the District of Columbia.
US Private Placement Loan      the loan notes issued by Cookson on 16 December
Notes  or Notes                2010 in an aggregate  principal amount of  U.S. 
                               $250,000,000.
Vesuvius                       (i)    if used  to refer to  a time before  the 
                               Scheme Effective Time, Vesuvius plc and Cookson
                               and   their    respective   subsidiaries    and 
                               subsidiary undertakings from time to time; and

                               (ii)    if used  to refer to  a time after  the 
                               Scheme Effective Time or if the Scheme does not
                               become  effective,   Vesuvius   plc   and   its 
                               subsidiaries   and   subsidiary    undertakings 
                               (including Cookson)  from time  to time  which, 
                               for the  avoidance  of  doubt,  includes  Alent 
                               prior  to  the  Demerger  Effective  Time   and 
                               excludes Alent  after  the  Demerger  Effective 
                               Time.
Vesuvius Board or Vesuvius     The board  of  directors of  Vesuvius  plc  and 
Directors                      "Vesuvius Director"  means  any member  of  the 
                               Vesuvius Board.
Vesuvius Capital Reduction     The proposed reduction of the nominal value  of 
                               the Vesuvius Shares to be undertaken after  the 
                               Scheme Effective Time.
Vesuvius plc                   Vesuvius plc (incorporated in England and Wales
                               under the Companies Act with registered  number 
                               8217766), whose  registered  office is  at  165 
                               Fleet Street, London EC4A 2AE.
Vesuvius Shareholders          Holders of Vesuvius Shares.
Vesuvius Shares                (i)    prior to the Vesuvius Capital  Reduction 
                               becoming effective, the ordinary shares in  the 
                               capital of Vesuvius plc  of such nominal  value 
                               as  shall  be  determined  in  accordance  with 
                               preliminary (C) of the Scheme; and
                               (ii)     subsequent  to  the  Vesuvius  Capital 
                               Reduction  becoming  effective,  the   ordinary 
                               shares of  10  pence  each in  the  capital  of 
                               Vesuvius plc.

 

This announcement  is not  a  prospectus but  an advertisement  and  investors 
should not acquire any new ordinary shares in either Alent plc or Vesuvius plc
referred to  in this  announcement  except on  the  basis of  the  information 
contained in the prospectuses  to be published by  Alent plc and Vesuvius  plc 
and any supplement or amendment thereto.

 

A copy  of the  Alent Prospectus,  when published,  will be  available on  the 
Cookson  website  at  www.cooksongroup.co.uk.   The  Alent  Prospectus,   when 
published, will also be available for inspection during normal business  hours 
on any  weekday  (Saturdays, Sundays  and  public holidays  excepted)  at  the 
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

 

A copy of the  Vesuvius Prospectus, when published,  will be available on  the 
Cookson website  at  www.cooksongroup.co.uk.  The  Vesuvius  Prospectus,  when 
published, will also be available for inspection during normal business  hours 
on any  weekday  (Saturdays, Sundays  and  public holidays  excepted)  at  the 
offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

 

This announcement is for information purposes only and does not constitute  an 
offer to  sell or  the  solicitation of  an offer  to  buy any  securities  or 
investment advice in any jurisdiction.

 

The securities to  which this announcement  relate have not  been and are  not 
required to  be  registered under  the  US Securities  Act  of 1933  (the  "US 
Securities Act"). These securities  have not been  approved or disapproved  by 
the US Securities and Exchange Commission, any state securities commission  in 
the United  States  or  any US  regulatory  authority,  nor have  any  of  the 
foregoing authorities passed upon  or endorsed the merits  of the offering  of 
these  securities  or  the  accuracy   or  adequacy  of  this  document.   Any 
representation to the contrary is a criminal offence in the United States.

 

Rothschild, which is  authorised and regulated  in the United  Kingdom by  the 
FSA, is acting as  financial adviser and sponsor  to Cookson and as  financial 
adviser and sponsor to the  listing of Alent plc and  Vesuvius plc and for  no 
one else  in connection  with the  Proposals and  will not  be responsible  to 
anyone other  than Cookson,  Alent  plc and  Vesuvius  plc for  providing  the 
protections afforded to  clients of  Rothschild, nor for  providing advice  in 
relation to the Proposals  or any other matter  or arrangement referred to  in 
this  document.   This  statement   does  not   seek  to   limit  or   exclude 
responsibilities or  liabilities  which  may  arise  under  the  FSMA  or  the 
regulatory regime established thereunder.

 

Each of BofA Merrill Lynch and J.P.  Morgan Cazenove is acting for Cookson  as 
joint broker in connection with the listing of Alent plc and Vesuvius plc and,
subject to the following paragraphs, will  not be responsible to anyone  other 
than Cookson for  providing the  protections afforded  to its  clients or  for 
providing advice  in  relation to  this  document  and the  Proposals  or  for 
providing advice  in connection  with  the proposed  listing or  admission  to 
trading of the Alent Shares and Vesuvius Shares or any other matters  referred 
to in this document, other than to  the extent required by law or  appropriate 
regulation in the United Kingdom. Each  of BofA Merrill Lynch and J.P.  Morgan 
Cazenove is authorised and  regulated in the United  Kingdom by the  Financial 
Services  Authority.  This  statement  does  not  seek  to  limit  or  exclude 
responsibilities or  liabilities  which  may  arise  under  the  FSMA  or  the 
regulatory regime established thereunder.

 

Each of BofA Merrill Lynch and UBS is acting for Alent plc as joint broker  in 
connection with the  listing of Alent  plc and, subject  to the preceding  and 
following paragraphs, will not be responsible  to anyone other than Alent  plc 
for providing  the  protections afforded  to  its respective  clients  or  for 
providing advice  in  relation to  this  document  and the  Proposals  or  for 
providing advice  in connection  with  the proposed  listing or  admission  to 
trading of the Alent Shares or any other matters referred to in this document,
other than to  the extent  required by law  or appropriate  regulation in  the 
United Kingdom. Each of BofA Merrill Lynch and UBS is authorised and regulated
in the United Kingdom by the Financial Services Authority. This statement does
not seek to limit or exclude  responsibilities or liabilities which may  arise 
under the FSMA or the regulatory regime established thereunder.

 

Each of BofA Merrill Lynch and J.P. Morgan Cazenove is acting for Vesuvius plc
as joint broker in connection with the listing of Vesuvius plc and, subject to
the preceding  paragraphs,  will  not  be responsible  to  anyone  other  than 
Vesuvius plc for providing the protections afforded to its respective  clients 
or for providing advice in relation to this document and the Proposals or  for 
providing advice  in connection  with  the proposed  listing or  admission  to 
trading of  the Vesuvius  Shares or  any  other matters  referred to  in  this 
document, other than to the extent  required by law or appropriate  regulation 
in the United Kingdom. Each of BofA Merrill Lynch and J.P. Morgan Cazenove  is 
authorised and  regulated in  the  United Kingdom  by the  Financial  Services 
Authority. This statement does not  seek to limit or exclude  responsibilities 
or liabilities  which  may arise  under  the  FSMA or  the  regulatory  regime 
established thereunder.

 

This announcement  includes statements  that  are, or  may  be deemed  to  be, 
"forward-looking statements", including within the  meaning of Section 27A  of 
the US Securities Act and  Section 21E of the US  Exchange Act of 1934.  These 
forward-looking statements can  be identified  by the  use of  forward-looking 
terminology,  including  the  terms  "anticipates",  "believes",  "estimates", 
"expects", "intends", "may", "plans", "projects",  "should" or "will", or,  in 
each case, their negative or other variations or comparable terminology, or by
discussions  of  strategy,   plans,  objectives,  goals,   future  events   or 
intentions. These forward-looking statements include all matters that are  not 
historical  facts.  They  appear  in  a  number  of  places  throughout   this 
announcement and include, but are not limited to, statements regarding Cookson
and/or Alent plc and/or Vesuvius plc and their respective groups'  intentions, 
beliefs or current expectations concerning,  amongst other things, results  of 
operations, prospects, growth, strategies and expectations of their respective
businesses.

 

By their  nature,  forward-looking  statements involve  risk  and  uncertainty 
because they  relate  to  future  events  and  circumstances.  Forward-looking 
statements are not guarantees of future performance and the actual results  of 
Cookson and/or  Alent plc  and/or Vesuvius  plc and  their respective  groups' 
operations and the development of the  markets and the industry in which  they 
operate or are likely  to operate and their  respective operations may  differ 
materially from  those  described in,  or  suggested by,  the  forward-looking 
statements contained in this announcement. In addition, even if the results of
operations and  the development  of  the markets  and  the industry  in  which 
Cookson and/or  Alent plc  and/or  Vesuvius plc  and their  respective  groups 
operate, are consistent with the forward-looking statements contained in  this 
announcement, those results or developments  may not be indicative of  results 
or developments in subsequent periods. A number of factors could cause results
and developments to differ materially from  those expressed or implied by  the 
forward-looking statements,  including, without  limitation, general  economic 
and business conditions, industry trends, competition, changes in  regulation, 
currency fluctuations or advancements in research and development.

 

Forward-looking statements may,  and often do,  differ materially from  actual 
results. Any forward-looking statements  in this announcement reflect  Cookson 
and/or Alent plc and/or Vesuvius plc and their respective groups' current view
with respect to  future events  and are subject  to risks  relating to  future 
events and  other risks,  uncertainties and  assumptions relating  to  Cookson 
and/or Alent plc and/or Vesuvius plc and their respective groups'  operations, 
results of operations and growth strategy.

 

None of Cookson, Alent plc or Vesuvius plc nor any member of their  respective 
groups undertakes any obligation to  update the forward-looking statements  to 
reflect actual results or any change  in events, conditions or assumptions  or 
other factors unless otherwise required by applicable law or regulation.

 

Overseas Shareholders

 

The release,  publication  or distribution  of  this announcement  in  certain 
jurisdictions may be restricted  by law. Persons who  are not resident in  the 
United Kingdom  or  who  are  subject to  other  jurisdictions  should  inform 
themselves of, and observe, any applicable requirements.

 

The Demerger relates to shares of a UK company and is proposed to be  effected 
by means of a  scheme of arrangement  under the laws of  England and Wales.  A 
transaction effected  by  a means  of  arrangement  is not  subject  to  proxy 
solicitation rules under the US Securities Exchange Act of 1934.  Accordingly, 
the Demerger is subject  to the disclosure  requirements, rules and  practices 
applicable in the United Kingdom to schemes of arrangement, which differ  from 
the requirements of the US proxy solicitation rules.

 

Copies of this announcement and all documents relating to the Demerger are not
being, and must not be, directly or indirectly, mailed or otherwise forwarded,
distributed or sent  in, into  or from  a jurisdiction  where to  do so  would 
violate the laws in that jurisdiction, and persons receiving this announcement
and all documents relating to the Demerger (including custodians, nominees and
trustees) must not mail or otherwise distribute  or end them in, into or  from 
such jurisdictions where to do so would violate the laws in that jurisdiction.

 

Cookson Shareholders  who  are not  resident  in  the United  Kingdom  may  be 
affected by the laws of the relevant jurisdictions in which they are resident.
Persons who are not  resident in the United  Kingdom should inform  themselves 
of, and observe, any applicable requirements.

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
END
 
 
MSCLLFVTIDLLVIF -0- Nov/01/2012 07:00 GMT
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