TIDMCKSN
RNS Number : 1330Q
Cookson Group PLC
01 November 2012
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
Proposed demerger of Cookson Group plc's Performance Materials
division and the admission to the premium listing segment of the
Official List and to trading on the London Stock Exchange of the
ordinary shares of each of Vesuvius plc and Alent plc (the
Proposals)
Publication and posting of documents
Cookson Group plc (the Company or Cookson) announces that the
documents listed below in connection with the Proposals (the
Documents) have now been published by the Company and made
available to view and to download on the Company's website
www.cooksongroup.co.uk.
The Documents comprise:
1. the circular dated 1 November 2012 (the Circular) to Cookson
Shareholders which contains, amongst other things, details of the
Proposals, including a description of the Scheme, and the notices
of the Court Meeting and the General Meeting (together, the
Shareholder Meetings);
2. the prospectus relating to admission to the premium listing
segment of the Official List and to trading on the London Stock
Exchange of up to 278,700,000 ordinary shares of Vesuvius plc;
and
3. the prospectus relating to admission to the premium listing
segment of the Official List and to trading on the London Stock
Exchange of up to 278,700,000 ordinary shares of Alent plc.
Unless stated otherwise, capitalised terms used in this
announcement shall have the same meanings as in the Circular.
Copies of the Circular, together with Forms of Proxy for each of
the Shareholder Meetings, will be posted later today to Cookson
Shareholders.
As an alternative to completing and returning the Forms of
Proxy, Cookson Shareholders may submit their Forms of Proxy
electronically at www.sharevote.co.uk. For security purposes,
shareholders will need the Voting ID, Task ID and shareholder
reference number which are given on the Forms of Proxy. Electronic
proxies must be received no later than 48 hours before the time
appointed for the relevant Meeting. Full details of the action to
be taken in relation to the Proposals are contained within the
Circular.
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
-- 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
The expected timetable of principal events is:
10.00 am on 26 November 2012 Court Meeting of Cookson
Shareholders to approve the Scheme
10.15 am on 26 November 2012 General Meeting of Cookson
Shareholders to approve various matters relating to the
Proposals
14 December 2012 Last day of trading in Cookson Shares
Around 9.00 pm on 14 December 2012 Scheme becomes effective,
Vesuvius plc becomes the new top holding company of the entire
Cookson Group (including the Performance Materials division)
8.00 am on 17 December 2012 Cancellation of listing of Cookson
Shares, Vesuvius Admission and dealings in Vesuvius Shares commence
on the London Stock Exchange
Before 8.00 am on 19 December 2012 Demerger becomes effective,
Performance Materials division demerged to Alent plc
8.00 am 19 December 2012 Alent Admission and dealings in Alent
Shares commence on the London Stock Exchange
The above dates are indicative only and could change depending
upon, inter alia, the date upon which the Court sanctions the
Scheme and the date upon which the Court confirms the Vesuvius
Capital Reduction.
Copies of the Documents will also be submitted to the National
Storage Mechanism and will be available for inspection at
www.morningstar.co.uk/uk/NSM. In addition, the Documents can be
inspected at the Company's registered office at 165 Fleet Street,
London EC4A 2AE or at the offices of Linklaters LLP, One Silk
Street, London EC2Y 8HQ.
Any Cookson Shareholder who wishes to receive a paper copy of
either or both of the Prospectuses may, subject to applicable
securities laws, request a copy or copies by telephoning 0871 384
2822 (from within the UK) or +44 121 415 0095 (from outside the UK)
between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public
holidays). Calls to 0871 384 2822 will be charged at 8 pence per
minute (excluding VAT) from a UK landline. Other service providers'
costs may vary. Calls to +44 121 415 0095 from outside the UK will
be charged at applicable international rates. Different charges may
apply to calls made from mobile telephones.
About Cookson
Cookson Group plc is a leading materials science group,
providing advanced materials and enabling technologies to its
customers world-wide, servicing the key end-markets of steel
production, foundry castings and electronics.
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. Vesuvius also
supplies fabricated precious metals to the jewellery industry in
Europe and has significant precious metals recycling
operations.
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 accounts for
approximately three-quarters of net sales value[1] with the
automotive and industrial end-markets the balance.
Contacts
Cookson
Richard Malthouse, Company Secretary Tel: +44(0)20 7822 0000
Maddy Cox-Smith, Investor Relations
MHP Communications
John Olsen Tel: +44 (0)20 3128 8100
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. 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.
[1] Net sales value is revenue excluding commodity metals where
the costs of these are passed through to customers
This information is provided by RNS
The company news service from the London Stock Exchange
END
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