Disposal of Harcros Chemicals

Elementis PLC 23 October 2001 23 October 2001 ELEMENTIS ANNOUNCES SALE OF HARCROS CHEMICALS Elementis plc announces today that it has sold Harcros Chemicals (Harcros), the Group's US chemical distribution business, for approximately £23.0 million. The purchaser is HCI Acquisitions Inc (HCIA), a newly established company in which the current senior management of Harcros have a partial interest. Harcros is headquartered in Kansas City, Kansas, US. It has strong coverage in the Midwest and employs around 440 people. The book value of assets to be sold on a debt free/cash free basis is estimated at £17.3 million. The sale will result in an exceptional pre-tax profit of approximately £1.4 million after expenses, additional environmental provisions and the write back of £0.7 million of goodwill previously written off direct to reserves. No tax is expected to be payable as a result of the sale. The sale price of approximately £23.0 million comprises approximately £20.2 million in cash (of which £17.8 million has been received, the balance being payable on the determination of the actual net asset amount at the date of sale), £1.1 million satisfied by HCIA agreeing to discharge and indemnify Harcros Chemicals Inc, the seller, for certain costs and £1.7 million in the form of non-voting redeemable preferred stock in HCIA which will be retained. Over the next ten years, Harcros Chemicals Inc, the seller, has agreed to pay 50 per cent of environmental clean up costs relating to its period of ownership on sites to be acquired by HCIA, up to a maximum of £6.9 million. Non- operating sites are excluded from the sale; Harcros Chemicals Inc will remain responsible for environmental clean up costs at these locations. In addition, Harcros Chemicals Inc has agreed to indemnify HCIA for environmental clean costs recoverable from a prior owner of the business and for any toxic tort claims. If Harcros Chemicals is resold within the next three years for a price greater than the original purchase price, the seller is entitled to additional consideration, equating to half of all gains above a set return for HCIA, this return being based on a formula which takes into account the capital invested, the period of investment and the quantum of the resale price. This is subject to an overall cap of £31.2 million. In 2000, the Group's chemical distribution division, comprising Harcros, made an operating profit of £6.0 million on £160.0 million of sales. Operating profit in the six months to 30 June 2001 was £1.9 million on sales of £87.3 million. Proceeds from the proposed sale will initially be used to reduce borrowings and the non voting redeemable preferred stock in HCIA will be retained. Commenting on the proposed sale, Jonathan Fry, Chairman of Elementis said, 'The Board believe that by selling Harcros, Elementis will be able to focus more clearly on its core specialty chemicals businesses making the Company more attractive to investors.' - Ends - Enquiries Elementis plc 020 7398 1400 Geoff Gaywood Group Chief Executive George Fairweather Group Finance Director Anna Passey Head of Corporate Communications Brunswick 020 7404 5959 Andrew Fenwick Rupert Young

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