Offer for Foseco plc

Cookson Group PLC
11 October 2007

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.

                                                                 11 October 2007



RECOMMENDED CASH OFFER FOR FOSECO PLC

Summary

•  The boards of Cookson Group plc ('Cookson') and Foseco plc ('Foseco') are 
pleased to announce that they have reached agreement on the terms of a
recommended cash offer by Cookson for the entire issued and to be issued share
capital of Foseco (the 'Acquisition'). It is intended that the Acquisition will
be implemented by way of a court approved scheme of arrangement under section
425 of the Companies Act.

•  Under the terms of the Acquisition, Foseco Shareholders will
receive 295 pence in cash for each Foseco Share.

•  Foseco Shareholders will remain entitled to receive the interim
dividend of 1.73 pence per Foseco Share announced on 13 September 2007 and
payable on 21 November 2007 to Foseco Shareholders on the register on 19 October
2007.

•  The Acquisition values the entire issued and to be issued share
capital of Foseco at approximately £497 million and represents a premium of
approximately:

•  31 per cent. to the average closing middle market price of 224.5 pence
per Foseco Share on 1 October 2007, being the last Business Day prior to the
announcement by Foseco that it was in discussions with Cookson regarding a
potential offer for the company; and

•  39 per cent. to the average closing middle market price of 211.6 pence
per Foseco Share for the three month period prior to the same date.

•  Cookson believes that the Acquisition has a clear and compelling
industrial and financial rationale, with significant benefits for its
shareholders and other stakeholders:

•  Foseco has a strong record of growth in revenue, profitability and cash
generation. Its principal Foundry division has a leading market position and its
Steel division is complementary to Cookson's business. End-markets for both
divisions are strong and are expected to continue with 'GDP plus' revenue growth
over the medium-term;

•  the Acquisition is expected to deliver significant annual cost
synergies of approximately £18 million in the second twelve month period after
completion of the Acquisition, through the elimination of overhead duplications
(general and administrative, including head office) and increased purchasing
efficiencies;

•  additional revenue synergies are anticipated through Cookson
cross-selling its foundry products through Foseco and Foseco cross-selling its
steel products through Cookson; and

•  the Acquisition is expected to achieve a return on invested capital in
excess of Cookson's weighted average cost of capital in the second twelve month
period after completion of the Acquisition. In addition, the transaction is
expected to have a neutral impact on Cookson's headline earnings per share in
financial year 2008 and significantly enhance Cookson's headline earnings per
share thereafter.*

•  The directors of Foseco, who have been so advised by Greenhill,
consider the terms of the Acquisition to be fair and reasonable. In providing
its advice, Greenhill has taken into account the commercial assessments of the
directors of Foseco. Accordingly, the directors of Foseco intend unanimously to
recommend Foseco Shareholders to vote in favour of the Scheme and the
resolutions at the Court Meeting and the EGM, as those directors who are holders
of Foseco Shares have irrevocably undertaken to do in respect of their own
beneficial shareholdings.

•  Cookson has received irrevocable undertakings to vote in favour of
the Scheme and the resolutions at the Court Meeting and the EGM from those
directors of Foseco who are holders of Foseco Shares in respect of 5,658,718
Foseco Shares representing, in aggregate, approximately 3.4 per cent. of
Foseco's issued share capital. These undertakings remain binding in the event of
a competing offer being made for Foseco.

•  Due to its size, the Acquisition will be conditional, amongst other
things, on the approval of Cookson shareholders at an extraordinary general
meeting.

•  Cookson is funding the Acquisition through a combination of new
debt facilities and an underwritten Equity Placing of 9.6 per cent. of its
issued share capital.

Commenting on the Acquisition, Robert Beeston, Chairman of Cookson, said:

'As a leading supplier of consumable products for use in the foundry and
steel-making industries, Foseco is highly complementary to our Ceramics
division's activities. The combination of these businesses provides
opportunities to enhance the growth of both while providing our customers in
foundry and steel production markets with an excellent range of value-added
products and services.

The integration of the two businesses will generate significant synergies
through the ability to cross-sell each business' products and services,
elimination of duplicate overhead costs and increased purchasing efficiencies.
Hence we expect attractive returns and earnings per share enhancement from this
transaction.'

Commenting on the Acquisition, Danny Rosenkranz, Chairman of Foseco, said:

'Foseco has come a long way since flotation in 2005, delivering strong revenue
and earnings growth ahead of that promised at that time. Our Foundry business
has performed exceptionally well and our Steel division is close to establishing
a sustainable platform from which to grow.

This potential has been recognised in Cookson's offer for Foseco. Cookson's
offer represents fair value for Foseco shareholders, giving them an opportunity
to realise an excellent return following this period of strong performance.'

Merrill Lynch is acting as lead financial adviser and joint corporate broker to
Cookson. Lazard is acting as joint financial adviser to Cookson. JPMorgan
Cazenove is acting as joint corporate broker to Cookson. Greenhill is acting as
exclusive financial adviser to Foseco. Collins Stewart is acting as corporate
broker to Foseco.

* This statement regarding earnings enhancement is not a profit forecast and
should not be interpreted to mean that Cookson's future earnings per share will
necessarily exceed or match those of any prior year.

This summary should be read in conjunction with the full text of the attached
announcement.


Enquiries:


COOKSON GROUP plc                                Telephone: [phone]
Nick Salmon, Chief Executive
Mike Butterworth, Group Finance Director

MERRILL LYNCH                                    Telephone: [phone]
(Lead financial adviser and joint corporate broker to Cookson)
Simon Gorringe
Philip Noblet
Ken McLaren
Oliver Greaves (Corporate Broking)

LAZARD                                           Telephone: [phone]
(Joint financial adviser to Cookson)
Peter Kiernan
Richard Shaw

JPMORGAN CAZENOVE                                Telephone: [phone]
(Joint corporate broker to Cookson)
Julian Cazalet
Patrick Magee

Hogarth Partnership                              Telephone: [phone]
(PR adviser to Cookson)
John Olsen
Julian Walker

FOSECO plc                                        Telephone: [phone]
Jamie Pike, Chief Executive
Paul Dean, Finance Director

GREENHILL & CO. INTERNATIONAL LLP                Telephone: [phone]
(Financial adviser to Foseco)
James Lupton
Hugh Tidbury
Richard Hoyle
Jeff Sands


COLLINS STEWART                                  Telephone: [phone]
(Corporate broker to Foseco)
Chris Wells


Gavin Anderson & Company                         Telephone: [phone]
(PR adviser to Foseco)
Robert Speed



Cookson management will make a presentation to analysts at 9.30 a.m. (London
time) today in the King Edward Hall at Merrill Lynch Financial Centre, 2 King
Edward Street, EC1A 1HQ. This will be broadcast live on Cookson's website.

This announcement does not constitute a prospectus or an equivalent document and
it is not intended to and does not constitute or form any part of an offer or
invitation to sell or purchase or subscribe for any securities or a solicitation
of an offer to buy any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will
be made solely by means of the Scheme Document which will contain the full terms
and conditions of the Acquisition. Any response to the Acquisition should be
made only on the basis of information contained in the Scheme Document. Foseco
Shareholders are advised to read the formal documentation in relation to the
Acquisition carefully, once it has been dispatched.

Merrill Lynch is acting exclusively for Cookson in connection with the
Acquisition and no-one else and will not be responsible to anyone other than
Cookson for providing the protections afforded to clients of Merrill Lynch or
for providing advice in relation to the Acquisition or any other matters
referred to in this announcement.

Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Cookson and for no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Cookson for providing the protections afforded to clients of Lazard or for
providing advice in relation to the Acquisition or any other matters referred to
in this announcement.

JPMorgan Cazenove is acting exclusively for Cookson and for no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Cookson for providing the protections afforded to clients of JPMorgan Cazenove
or for providing advice in relation to the Acquisition or any other matters
referred to in this announcement.

Greenhill is acting exclusively for Foseco and for no-one else in connection
with the Acquisition and will not be responsible to anyone other than Foseco for
providing the protections afforded to clients of Greenhill or for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement.

Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Foseco
and no one else in connection with the Acquisition and will not be responsible
to anyone other than Foseco for providing the protections afforded to clients of
Collins Stewart Europe Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.



Overseas Jurisdictions

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and, therefore, any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purpose of complying with English law and
the City Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the UK.

The availability of the Acquisition to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not so resident should inform themselves about and observe any
applicable requirements in those jurisdictions. Further details in relation to
overseas shareholders will be contained in the Scheme Document.

The Acquisition relates to the 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 means of a scheme of arrangement is not subject
to the proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy solicitation or
tender offer rules. However, if Cookson exercises its right to implement the
Acquisition by means of a takeover offer, the takeover offer will be made in
compliance with the applicable laws and regulations, including US securities
laws, to the extent applicable.



Forward-looking statements

This announcement includes 'forward-looking statements' concerning Foseco and
Cookson. These statements are based on the current expectations of the
management of Foseco and Cookson and are naturally subject to uncertainty and
changes in circumstances. Forward-looking statements include, without
limitation, statements typically containing words such as 'intends', 'expects',
'anticipates', 'targets', 'estimates' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. Neither Foseco
nor Cookson undertake any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.



Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of 
'relevant securities' of Foseco, all 'dealings' in any 'relevant securities' of
Foseco (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London Business Day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an 
'interest' in 'relevant securities' of Foseco, they will be deemed to be a single
person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Foseco by Cookson or Foseco, or by any of their respective '
associates', must be disclosed by no later than 12.00 noon (London time) on the
London Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.

This summary should be read in conjunction with the full text of this
announcement. Appendix I to this announcement contains the conditions to, and
certain further terms of, the Acquisition; Appendix II to this announcement
contains further details of the sources of information and bases of calculations
set out in this announcement; Appendix III to this announcement contains details
of irrevocable undertakings obtained by Cookson; and Appendix IV to this
announcement contains definitions of certain expressions used in this summary
and in this announcement.

If you are in any doubt about the action you should take, you are recommended to
seek your own personal financial advice immediately from your stockbroker, bank
manager, solicitor, accountant or independent financial adviser authorised under
the Financial Services and Market Act 2000 (as amended) if you are resident in
the United Kingdom or, if not, from another appropriately authorised independent
financial adviser.




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.

                                                                 11 October 2007



RECOMMENDED CASH OFFER FOR FOSECO PLC

1.              Introduction

The boards of Cookson Group plc ('Cookson') and Foseco plc ('Foseco') are
pleased to announce that they have reached agreement on the terms of a
recommended cash offer by Cookson for the entire issued and to be issued share
capital of Foseco (the 'Acquisition').

The directors of Foseco, who have been so advised by Greenhill, consider the
terms of the Acquisition to be fair and reasonable. In providing its advice,
Greenhill has taken into account the commercial assessments of the directors of
Foseco. Accordingly, the directors of Foseco intend unanimously to recommend
Foseco Shareholders to vote in favour of the Scheme and the resolutions at the
Court Meeting and the EGM, as those directors who are holders of Foseco Shares
have irrevocably undertaken to do in respect of their own beneficial
shareholdings.



2.              The Acquisition

It is intended that the Acquisition will be implemented by way of a court
approved scheme of arrangement under section 425 of the Companies Act. Under the
Scheme, which will be subject to the conditions and further terms set out in
Appendix I to this announcement and to be set out in the Scheme Document, Foseco
Shareholders at the Scheme Record Time will be entitled to receive:

 for each Foseco Share                                        295 pence in cash

Foseco Shareholders will remain entitled to receive the interim dividend of 1.73
pence per Foseco Share announced on 13 September 2007 and payable on 21 November
2007 to Foseco Shareholders on the register on 19 October 2007.

The Acquisition values the entire issued and to be issued share capital of
Foseco at approximately £497 million and represents a premium of approximately:

•        31 per cent. to the average closing middle market price of 224.5 pence
per Foseco Share on 1 October 2007, being the last Business Day prior to the
announcement by Foseco that it was in discussions with Cookson regarding a
potential offer for the company; and

•        39 per cent. to the average closing middle market price of 211.6 pence
per Foseco Share for the three month period prior to the same date.



3.              Background to and reasons for the Acquisition

Cookson believes that the Acquisition has a clear and compelling industrial and
financial rationale, with significant benefits for its shareholders and other
stakeholders.

Foseco has a leading market position in its principal Foundry division, a Steel
division which is complementary to Cookson's business and an established
infrastructure with operations in all key geographies. Foseco's high quality
employees and well-regarded operational management have built a strong record of
growth in revenue, profitability and cash generation. In addition, the
end-markets for both divisions are strong and are expected to continue with 'GDP
plus' revenue growth over the medium-term.

Foseco is highly complementary to Cookson's existing Ceramics division with both
businesses supplying products and services into the foundry and steel-making
industries. The combination of these businesses will enhance Cookson's product
and service offering in both of these markets, thus providing its customers in
foundry and steel markets with an excellent range of higher value-added products
and services.

The integration of the two businesses should generate cost synergies of
approximately £9 million in the first twelve month period post completion of the
Acquisition rising to an ongoing annual rate of approximately £18 million
thereafter through the elimination of overhead duplications (general and
administrative, including head office) and increased purchasing efficiencies.
Cash costs of approximately £15 million are expected to be incurred to realise
these synergies with these costs being incurred in the first twelve month period
post completion. In addition, revenue synergies are anticipated through the
cross-selling of Cookson's foundry products through Foseco's sales network and
vice versa for Foseco's steel products.

Cookson expects the Acquisition to generate a return on invested capital 
('ROIC') in excess of its weighted average cost of capital ('WACC') in the
second twelve month period after completion of the Acquisition. In addition,
Cookson expects the Acquisition to have a neutral impact on Cookson's headline
earnings per share in financial year 2008 and significantly enhance Cookson's
headline earnings per share thereafter.*

Cookson's blended tax rate after the completion of the Acquisition is expected
to be approximately 30.5 per cent. in 2008 and 30.0 per cent. in 2009. The
funding of the Acquisition should ensure that post completion Cookson will
remain in a strong credit position. At completion, net debt to pro forma EBITDA
is expected to be approximately 2.5 times, reducing to less than 2.0 times by
the end of 2009.



4.              Recommendation

The directors of Foseco, who have been so advised by Greenhill, consider the
terms of the Acquisition to be fair and reasonable. In providing its advice,
Greenhill has taken into account the commercial assessments of the directors of
Foseco. Accordingly, the directors of Foseco intend unanimously to recommend
Foseco Shareholders to vote in favour of the Scheme and the resolutions at the
Court Meeting and the EGM, as those directors who are holders of Foseco Shares
have irrevocably undertaken to do in respect of their own beneficial
shareholdings.



5.              Background to and reasons for the recommendation

Foseco Shares were admitted to the Official List and to trading on the London
Stock Exchange's market for listed securities in May 2005 at a price of 100
pence per Foseco Share. Since that time, Foseco has achieved substantial growth
in both revenue and profitability. The offer represents a Total Shareholder
Return (with gross dividends reinvested) of approximately 212 per cent. over the
period since listing, which equates to an annual return of approximately 43 per
cent. over the same period.

In the opinion of the directors of Foseco, the offer represents fair value for
Foseco Shareholders, giving them an opportunity to realise an excellent return
following a period of strong performance.



6.              Irrevocable undertakings

Cookson has received irrevocable undertakings to vote in favour of the Scheme
and the resolutions at the Court Meeting and EGM from those directors of Foseco
who are holders of Foseco Shares in respect of their entire holdings of
5,658,718 Foseco Shares representing, in aggregate, 3.4 per cent. of Foseco's
issued share capital. These undertakings remain binding even in the event of a
competing offer being made for Foseco. Further details of these irrevocable
undertakings are set out in Appendix III to this announcement.



7.              Information on Cookson

Cookson is a leading materials science company operating on a worldwide basis in
the Ceramics, Electronics and Precious Metals markets.

The Ceramics division is a leading supplier of advanced flow control refractory
products and systems to the global steel industry and a leading supplier of
specialist ceramics products for the glass, solar and foundry industries. It is
also the regional leader in the US, the UK and Australia in the supply and
installation of monolithic refractory linings.

The Electronics division is a leading supplier of advanced surface treatment and
plating chemicals and assembly materials to the electronics, industrial and
automotive markets.

The Precious Metals division is a leading supplier of fabricated precious metals
(primarily gold, silver and platinum) to the jewellery industry in the US, the
UK, France and Spain.

For the year ended 31 December 2006, Cookson reported profit before taxation of
£113.5 million on revenue of £1,661 million and had total assets as at 31
December 2006 of £1,310 million.

For the six months ended 30 June 2007, Cookson reported profit before taxation
of £67.6 million on revenue of £786 million and had total assets as at 30 June
2007 of £1,293 million.

Cookson is a FTSE 250 company, headquartered in London and listed on the London
Stock Exchange. As at 10 October 2007, Cookson had a market capitalisation of
approximately £1,591 million.



8.              Information on Foseco

Foseco is a leading supplier of consumable products for use in the foundry and
steel-making industries. Foseco has a highly trained sales and service network
in 32 countries and operates 29 production facilities in 17 countries. Foseco
has major facilities in Germany, the US, the UK, Brazil, China, India, South
Korea and Japan.



Foseco serves the foundry and the steel-making industries through two operating
divisions: Foseco Foundry and Foseco Steel.



Foseco Foundry accounts for approximately 80 per cent. of Foseco's revenue and
supplies consumable products, together with technical services and support, to
the foundry industry worldwide. For the year ended 31 December 2006, Foseco
Foundry generated revenue of £327 million.



Foseco Steel provides value-added, high-performance consumables and services to
the steel-making industry, principally in Europe and North America. For the year
ended 31 December 2006, Foseco Steel generated revenue of £82 million.



For the year ended 31 December 2006, Foseco reported profit before taxation of
£40.4 million on revenue of £409 million and had total assets as at 31 December
2006 of £255 million.



For the six months ended 30 June 2007, Foseco reported profit before taxation of
£21.9 million on revenue of £215 million and had total assets as at 30 June 2007
of £255 million.



9.              Structure of the Acquisition

It is intended that the Acquisition will be implemented by means of a scheme of
arrangement between Foseco and the Scheme Shareholders under section 425 of the
Companies Act. The procedure involves an application by Foseco to the Court to
sanction the Scheme and to confirm the cancellation of the Scheme Shares, in
consideration for which Scheme Shareholders will receive cash (as described in
paragraph 2 above).

To become effective, the Scheme requires, amongst other things, the approval of
a majority in number of the Scheme Shareholders present and voting, either in
person or by proxy, at the Court Meeting, representing not less than 75 per
cent. in value of the Scheme Shares so voted, together with the passing of the
resolutions necessary to implement the Scheme at the EGM and the sanction of the
Scheme and subsequent confirmation of the Capital Reduction by the Court. The
Scheme will only become effective upon delivery to the Registrar of Companies of
a copy of the Court Order and the registration of the Court Order in relation to
the Capital Reduction. Upon the Scheme becoming effective, it will be binding on
all Scheme Shareholders, irrespective of whether or not they attended or voted
at the Court Meeting or the EGM. The Scheme is expected to become effective in
the first half of 2008.

Under the Scheme, each Scheme Share will be cancelled and new Foseco shares will
be issued fully paid to Cookson. In consideration for the cancellation of their
Scheme Shares, holders of Scheme Shares will receive consideration under the
terms of the Acquisition as outlined above.

The Acquisition will be made on the terms and subject to the conditions set out
in this announcement and to be set out in the Scheme Document, including the
obtaining of relevant regulatory approvals, approval by Cookson shareholders,
approval by Foseco Shareholders and the sanction of the Scheme by the Court. The
Scheme Document will include full details of the Scheme, together with notices
of the Court Meeting and the EGM and the expected timetable. The Scheme
Documentation will be despatched to Foseco Shareholders and, for information
only, to holders of awards granted under the Foseco Long-Term Incentive Plan in
due course.

Subject to the Scheme becoming effective, share certificates in respect of the
Scheme Shares will cease to be valid on the Effective Date and should be
destroyed.



10.           Regulatory approvals

The acquisition of Foseco by Cookson requires anti-trust clearances in a number
of jurisdictions including clearances from the European Commission and filings
under the United States Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Under the implementation agreement, Cookson and Foseco have agreed to co-operate
to obtain all regulatory approvals as quickly as possible. It is intended that
Foseco's Carbon Bonded Ceramic business (representing approximately £20 million
in revenue), will be divested to expedite anti-trust clearance. It is
anticipated that approvals will be obtained and the Scheme will become effective
in the first half of 2008.



11.           Management and employees

Cookson attaches great importance to the skills and experience of the existing
operational management and employees of Foseco. Cookson considers that there is
strong complementarity between Foseco's businesses and Cookson's Ceramics
activities, as well as a common business culture between the two organisations
and, therefore, believes that a combination of the businesses will provide
attractive opportunities for Foseco employees. Cookson is therefore
contemplating staffing the combined business with the employees who they
consider best suited to the businesses' requirements, regardless of whether they
are currently employed by Cookson or Foseco.



The integration process will be led by Francois Wanecq, CEO of Cookson's
Ceramics division. Francois and his team, together with the management of
Foseco, will develop a detailed integration plan prior to completion of the
Acquisition. The integration plan has not yet been determined and, to the extent
necessary, any local works council consultation requirements will be complied
with in relation to the development of such integration plan.



In addition, Cookson confirms that the existing employment rights of all
employees of Foseco will be fully safeguarded and accrued rights to pension
benefits will be protected in accordance with statutory requirements.



12.           Foseco India Offer

Foseco, through one or more group companies, owns a majority interest in Foseco
India Ltd. which is a listed public company in India with a market
capitalisation of approximately Rs 268 crores (£33 million). As a result of the
Acquisition, Indian takeover regulations require Cookson to make a mandatory
offer to the shareholders of Foseco India Ltd. for 20 per cent. of the shares of
Foseco India Ltd. In arriving at the valuation of Foseco reflected in the offer
price, the shares in Foseco India Ltd. have been valued by Cookson at Rs 420 per
share.



13.           Foseco Long-Term Incentive Plan

Appropriate proposals will be made to participants in the Foseco Long-Term
Incentive Plan in due course. Details of these proposals will be set out in
letters to be sent to participants in the Foseco Long-Term Incentive Plan.



14.           Financing

The cash consideration payable by Cookson under the terms of the Acquisition is
being funded using a combination of new multicurrency debt facilities of
approximately £950 million raised for the purpose of the Acquisition from
Barclays Capital, HSBC Bank plc, Lloyds TSB Capital Markets and The Royal Bank
of Scotland plc and an underwritten Equity Placing of 9.6 per cent. of its
issued share capital.

In addition, the new facilities will be used to refinance the existing debt of
Cookson and Foseco, including Cookson's US private placement loan notes. The
expected blended interest rate on gross borrowings under the new facility,
assuming interest rates do not change between now and completion of the
Acquisition, is around 6.5 per cent.

Merrill Lynch, lead financial adviser to Cookson, is satisfied that sufficient
resources are available to Cookson to satisfy the full cash consideration
payable to Foseco Shareholders under the terms of the Acquisition.



15.           Implementation agreement, inducement fee and termination fee

Foseco and Cookson have entered into an implementation agreement which contains
certain obligations in relation to the implementation of the Scheme and the
conduct of Foseco's business prior to the Effective Date. In particular, the
implementation agreement contains the terms summarised below.

Foseco will pay an inducement fee to Cookson if:

•        a competing proposal is announced and subsequently completes;

•        the Foseco directors do not recommend the Scheme, withdraw or adversely
amend their recommendation or recommend a competing proposal and subsequently
the Scheme lapses;

•        the Foseco directors fail to post the Scheme Document by 8 November
2007 (or such later date as Foseco and Cookson may agree); or

•        the Scheme is not approved by the Foseco Shareholders.

The inducement fee payable by Foseco to Cookson is £4,970,069.

Cookson will pay a termination fee to Foseco if:

•        the Cookson directors do not unanimously recommend the Acquisition or
they withdraw or adversely modify such recommendation and subsequently the
resolution of Cookson shareholders approving the Acquisition is not passed;

•        the Acquisition is not approved by the Cookson shareholders; or

•        anti-trust clearances required in connection with the Acquisition have
not been obtained by 15 March 2008 or if extended at Cookson's option, by 31 May
2008.

The termination fee payable by Cookson to Foseco is £5,000,000 provided that if
the anti-trust clearances required in connection with the Acquisition have not
been obtained by 15 March 2008 and Cookson chooses to extend this date, the
termination fee shall be increased by £48,701 for each day from and including 16
March 2008 up to the extended date. The extended date cannot be later than 31
May 2008 and the maximum aggregate termination fee payable by Cookson will not
exceed £8,750,000.

The implementation agreement will terminate if the Effective Date has not
occurred on or before 10 July 2008. Such termination is without prejudice to
each of Foseco's obligation to pay the inducement fee and Cookson's obligation
to pay the termination fee.

Further information relating to the implementation agreement will be set out in
the Scheme Document.



16.           Cookson extraordinary general meeting

In view of the size of Foseco, the Acquisition will require the approval of
Cookson shareholders in accordance with the Listing Rules.

Accordingly, a circular convening an extraordinary general meeting will be
posted to Cookson Shareholders in due course.



17.           Disclosure of interests in Foseco

Save for the irrevocable undertakings referred to in paragraph 6 above, and as
disclosed in this paragraph 17, as at 9 October 2007, the last practicable day
before this announcement, neither Cookson nor any of the directors of Cookson
nor, so far as the directors of Cookson are aware, any party acting in concert
with Cookson, has any interest in, or right to subscribe for, any Foseco Shares,
nor does any such person have any short position or any arrangement in relation
to Foseco Shares. For these purposes, 'arrangement' includes any agreement to
sell or any delivery obligation or right to require another person to purchase
or take delivery and borrowing and lending of Foseco Shares. An 'arrangement'
also includes any indemnity or option arrangement, any agreement or any
understanding, formal or informal, of whatever nature, relating to Foseco Shares
which may be an inducement to deal or refrain from dealing in such securities.

'Interests in securities' is further explained in paragraph 18 below.

The interests of JPMorgan Cazenove and its associated companies consist of, as
at 9 October 2007, a short position of 12,898 Foseco Shares.



18.           Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
'interested' (directly or indirectly) in 1 per cent. or more of any class of 
'relevant securities' of Foseco, all 'dealings' in any 'relevant securities' of
Foseco (including by means of an option in respect of, or a derivative
referenced to, any such 'relevant securities') must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London Business Day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective, lapses or is otherwise withdrawn or on which
the 'offer period' otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an 
'interest' in 'relevant securities' of Foseco, they will be deemed to be a 
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant
securities' of Foseco by Cookson or Foseco, or by any of their respective 
'associates', must be disclosed by no later than 12.00 noon (London time) on the
London Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a 'dealing' under Rule 8, you should consult the Panel.



19.           Overseas Shareholders

The availability of the transaction to Foseco Shareholders who are not resident
in the United Kingdom may be affected by the laws of the relevant jurisdictions.
Such persons should inform themselves about and observe any applicable
requirements. Further details in relation to overseas shareholders will be
contained in the Scheme Document.



20.           General

Cookson reserves the right, with the consent of the Panel, to elect to implement
the Acquisition by making a takeover offer for the entire issued and to be
issued share capital of Foseco.

If Cookson elects to implement the Acquisition by a takeover offer, that offer
will be implemented on the same terms (subject to appropriate amendments), so
far as applicable, as those which would apply to the Scheme. Furthermore, if
sufficient acceptances of such offer are received and/or sufficient Foseco
Shares are otherwise acquired, it is the intention of Cookson to apply the
provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire
compulsorily any outstanding Foseco Shares to which such offer relates.

It is intended that, prior to the Acquisition becoming effective, and subject to
applicable requirements of the London Stock Exchange and the FSA, Foseco will
apply to the London Stock Exchange for the Foseco Shares to cease trading and to
the FSA to remove the Foseco Shares from the Official List.

The Scheme Document explaining the Acquisition and convening the court meeting
and a Foseco extraordinary general meeting, and a circular to Cookson
Shareholders explaining the Acquisition and convening a Cookson extraordinary
general meeting, will be posted in due course.

The Acquisition will be governed by English law and will be subject to the
applicable requirements of the City Code, the Panel, the London Stock Exchange
and the UK Listing Authority. The Acquisition will be subject to the conditions
set out in Appendix I. Appendix II contains the bases and sources of certain
information contained in this announcement. The definitions of certain terms
used in this announcement are set out in Appendix IV.



* This statement regarding earnings enhancement is not a profit forecast and
should not be interpreted to mean that Cookson's future earnings per share will
necessarily exceed or match those of any prior year.

This announcement does not constitute a prospectus or an equivalent document and
it is not intended to and does not constitute or form any part of an offer or
invitation to sell or purchase or subscribe for any securities or a solicitation
of an offer to buy any securities or the solicitation of any vote or approval in
any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition will
be made solely by means of the Scheme Document which will contain the full terms
and conditions of the Acquisition. Any response to the Acquisition should be
made only on the basis of information contained in the Scheme Document. Foseco
Shareholders are advised to read the formal documentation in relation to the
Acquisition carefully, once it has been dispatched.

Merrill Lynch is acting exclusively for Cookson in connection with the
Acquisition and no-one else and will not be responsible to anyone other than
Cookson for providing the protections afforded to clients of Merrill Lynch or
for providing advice in relation to the Acquisition or any other matters
referred to in this announcement.

Lazard, which is authorised and regulated in the United Kingdom by the Financial
Services Authority, is acting exclusively for Cookson and for no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Cookson for providing the protections afforded to clients of Lazard or for
providing advice in relation to the Acquisition or any other matters referred to
in this announcement.

JPMorgan Cazenove is acting exclusively for Cookson and for no-one else in
connection with the Acquisition and will not be responsible to anyone other than
Cookson for providing the protections afforded to clients of JPMorgan Cazenove
or for providing advice in relation to the Acquisition or any other matters
referred to in this announcement.

Greenhill is acting exclusively for Foseco and for no-one else in connection
with the Acquisition and will not be responsible to anyone other than Foseco for
providing the protections afforded to clients of Greenhill or for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement.

Collins Stewart Europe Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for Foseco
and no one else in connection with the Acquisition and will not be responsible
to anyone other than Foseco for providing the protections afforded to clients of
Collins Stewart Europe Limited nor for providing advice in relation to the
Acquisition or any other matters referred to in this announcement.



Overseas Jurisdictions

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and, therefore, any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purpose of complying with English law and
the City Code and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in accordance
with the laws of jurisdictions outside the UK.

The Acquisition relates to the 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 means of a scheme of arrangement is not subject
to the proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934, as amended. Accordingly, the Scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy solicitation or
tender offer rules. However, if Cookson exercises its right to implement the
Acquisition by means of a takeover offer, the takeover offer will be made in
compliance with the applicable laws and regulations, including US securities
laws, to the extent applicable.



Forward-looking statements

This announcement includes 'forward-looking statements' concerning Foseco and
Cookson. These statements are based on the current expectations of the
management of Foseco and Cookson and are naturally subject to uncertainty and
changes in circumstances. Forward-looking statements include, without
limitation, statements typically containing words such as 'intends', 'expects',
'anticipates', 'targets', 'estimates' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
Given these risks and uncertainties, investors should not place undue reliance
on forward-looking statements as a prediction of actual results. Neither Foseco
nor Cookson undertake any obligation to update publicly or revise
forward-looking statements, whether as a result of new information, future
events or otherwise, except to the extent legally required.



Appendix I

CONDITIONS TO IMPLEMENTATION OF THE SCHEME
AND FURTHER TERMS OF THE ACQUISITION.

Part A: Conditions of the Scheme

The Acquisition will be conditional upon the Scheme becoming unconditional and
becoming effective by not later than 10 July 2008 or such later date (if any) as
Foseco and Cookson may, with the consent of the Panel, agree and (if required)
the Court may allow.

1                   The Scheme will be conditional upon:

1.1           the approval of the Scheme by a majority in number of the Scheme
Shareholders present and voting, either in person or by proxy, at the Court
Meeting, or at any adjournment thereof, representing not less than 75 per cent.
in value of the Scheme Shares so voted;

1.2           the resolution(s) in connection with or required to approve and
implement the Scheme and set out in the notice of the Extraordinary General
Meeting being duly passed by the requisite majority at the Extraordinary General
Meeting, or at any adjournment thereof;

1.3           the sanction of the Scheme and confirmation of the Capital
Reduction by the Court (in either case, with or without modification, on terms
agreed by Foseco and Cookson) and office copies of the Court Orders and the
minute of such Capital Reduction attached thereto being delivered for
registration to the Registrar of Companies in England and Wales and, in relation
to the Capital Reduction, being registered by the Registrar; and

1.4           the resolution to approve the Acquisition being duly passed at an
extraordinary general meeting of Cookson.

2                   In addition, Foseco and Cookson have agreed that, subject as
stated in Part B below, the Scheme will also be conditional upon, and
accordingly application to the Court to sanction the Scheme and to confirm the
Capital Reduction will only be made upon, conditions 1.1 and 1.2 above having
been fulfilled and provided that immediately prior to the hearing of the
petition to sanction the Scheme, the following conditions (as amended if
appropriate) are satisfied or waived as referred to below:

2.1           insofar as the Acquisition falls within the scope of Council
Regulation (EC) 139/2004 (the 'Regulation'):

2.1.1          the European Commission taking a decision, on terms satisfactory
to Cookson (acting reasonably), that it will not initiate proceedings under
Article 6(1)(c) of the Regulation in relation to the proposed Acquisition or any
matter arising from or relating to the proposed Acquisition;

2.1.2          if the European Commission makes a referral under Article 9(1) of
the Regulation to the competent authorities of the UK; it being established on
terms satisfactory to Cookson (acting reasonably) that neither the proposed
Acquisition nor any matter arising from or relating to the proposed Acquisition
will be referred to the Competition Commission; and

2.1.3          if the European Commission makes a referral under Article 9 of
the Regulation to the competent authorities in any other member state of the
European Union, clearance being obtained from such competent authority or
authorities, without imposing any conditions or obligations that are not on
terms satisfactory to Cookson (acting reasonably);

2.2           all required filings having been made under the United States
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (as amended) and the rules
and regulations thereunder, and all applicable waiting periods having expired or
been terminated as appropriate, in each case in connection with the Acquisition
or any aspect of the Acquisition;

2.3           all relevant filings having been jointly prepared by Cookson and
Foseco and filed with the Committee on Foreign Investment in the United States
('CFIUS') under the Exon-Florio amendment to the US Defense Production Act of
1950 (as amended) ('Exon-Florio Act') and Cookson and Foseco, in cooperation
with each other, having taken all other reasonable actions necessary, proper or
advisable to finally and successfully complete the Exon-Florio Act review
process as promptly as practicable; and written confirmation from CFIUS that it
has no objection to the Acquisition having been secured;

2.4           obtaining, on terms satisfactory to Cookson (acting reasonably),
merger clearances in any other jurisdiction which are relevant in relation to
the proposed Acquisition or any matter arising from or related to the proposed
Acquisition;

2.5           no Relevant Authority having taken, instituted, implemented or
threatened any action, proceeding, suit, investigation or enquiry, or enacted,
made or proposed any statute, regulation or order, or taken any other step that,
in each case, would or might reasonably be expected to:

2.5.1          require, prevent or delay the divestiture by any member of the
Wider Cookson Group or any member of the Wider Foseco Group of all or any
portion of their respective businesses, assets or properties or limit the
ability of any member of the Wider Cookson Group or the Wider Foseco Group to
conduct its business (or any part of it) or to own or control any of its assets
or property or any part of them which, in any such case, is material in the
context of the Wider Foseco Group or the Wider Cookson Group in either case
taken as a whole;

2.5.2          other than the implementation of the Acquisition, require any
member of either the Wider Cookson Group or Wider Foseco Group to acquire or
offer to acquire any shares or other securities (or the equivalent) in any
member of the Wider Foseco Group or any asset owned by any Third Party, except
in respect of a mandatory offer to purchase a minimum of 20 per cent. of the
outstanding share capital of Foseco India from public shareholders under
Regulation 10 and 12 of the Securities and Exchange Board of India's
(Substantial Acquisition of Shares and Takeovers) Regulations 1997 as amended;

2.5.3          limit or materially delay the ability of the Wider Cookson Group,
directly or indirectly, to acquire, hold, or exercise effectively, directly or
indirectly, all or any rights of ownership in respect of shares or securities
convertible into shares or any other securities (or the equivalent) in any
member of the Wider Foseco Group;

2.5.4          limit the ability of the Wider Cookson Group or the Wider Foseco
Group to conduct its business to an extent which, in any such case, is material
in the context of the Wider Foseco Group or the Wider Cookson Group in either
case taken as a whole;

2.5.5          make the Acquisition or its implementation or the Acquisition of
any shares in, or control of, Foseco by any member of the Wider Cookson Group
void, unenforceable, illegal and/or prohibited in or under the laws of any
jurisdiction or otherwise, directly or indirectly, restrict, restrain, prohibit,
delay or otherwise materially interfere with the same, or impose additional
conditions or obligations with respect to the Acquisition, or require amendment
of, or otherwise challenge or interfere with, the Acquisition; or

2.5.6          otherwise adversely affect the business, assets, liabilities,
financial or trading position, profits or prospects of any member of the Wider
Foseco Group or the Wider Cookson Group, in either case taken as a whole,

and all applicable waiting and other time periods during which any such Relevant
Authority could decide to take, institute, implement or threaten any such
action, proceeding, suit, investigation, enquiry or reference or take any other
step under the laws of any jurisdiction in respect of the Acquisition having
expired, lapsed or been terminated;

2.6           all necessary statutory or regulatory obligations in any
jurisdiction having been complied with, all necessary filings, applications and/
or notifications having been made and all applicable waiting periods (including
any extensions thereof) under any applicable legislation or regulation of any
jurisdiction having expired, lapsed or been terminated, in each case in respect
of the Acquisition or the acquisition of any shares or other securities in, or
control of, Foseco by any member of the Wider Cookson Group;

2.7           all Authorisations which are relevant in any jurisdiction for or
in respect of the Acquisition being obtained in terms and in a form satisfactory
to Cookson (acting reasonably) from appropriate Relevant Authorities or from any
persons or bodies with whom any member of the Wider Cookson Group or the Wider
Foseco Group has entered into contractual arrangements and such Authorisations,
together with all Authorisations necessary for any member of the Wider Foseco
Group to carry on its business, which in each case is material in the context of
the Wider Cookson Group or the Wider Foseco Group as a whole remaining in full
force and effect and there being no notice or other intimation of any intention
to revoke, suspend, restrict or modify or not to renew any of the same;

2.8           save as Disclosed, there being no provision of any arrangement,
agreement, lease, licence, permit or other instrument to which any member of the
Wider Foseco Group is a party, or by or to which any such member or any of its
assets is or may be bound, entitled or subject, which, in each case, as a
consequence of the making or implementation of the Acquisition or the
acquisition or the proposed acquisition by any member of the Wider Cookson Group
of any shares or other securities (or the equivalent) in, or because of a change
in the control or management of, any member of the Wider Foseco Group or
otherwise, would or might reasonably be expected to result in, in any case to an
extent which is material in the context of the Wider Foseco Group taken as a
whole:

2.8.1          any monies borrowed by, or any other indebtedness, actual or
contingent, of, or any grant available to, any member of the Wider Foseco Group
being or becoming repayable, or capable of being declared repayable immediately
or prior to their or its stated repayment date, or the ability of any such
member to borrow monies or incur any indebtedness being withdrawn or inhibited
or becoming capable of being withdrawn or inhibited;

2.8.2          the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or assets
of any member of the Wider Foseco Group or any such mortgage, charge or other
security interest (whenever arising or having arisen) becoming enforceable;

2.8.3          any such arrangement, agreement, lease, licence, permit or other
instrument being, or becoming capable of being, terminated or adversely modified
or affected or any onerous obligation or liability arising or any adverse action
being taken thereunder;

2.8.4          any asset or interest of any member of the Wider Foseco Group,
being or falling to be disposed of or charged or any right arising under which
any such asset or interest could be required to be disposed of or charged or
could cease to be available to any member of the Wider Foseco Group;

2.8.5          the rights, liabilities, obligations or interests of any member
of the Wider Foseco Group in, or the business of any such member with, any
person, firm or body (or any arrangement or arrangements relating to any such
interest or business) being terminated, adversely modified or adversely
affected;

2.8.6          any such member of the Wider Foseco Group ceasing to be able to
carry on business under any name under which it presently does so;

2.8.7          the value, financial or trading position, profits or prospects of
any member of the Wider Foseco Group being prejudiced or adversely affected;

2.8.8          the creation of any liability of any member of the Wider Foseco
Group to make severance, termination, bonus or other payment to any of its
directors or officers; or

2.8.9          the creation of any liability (actual or contingent) of any
member of the Wider Foseco Group other than in the ordinary course of business,

and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider Foseco Group is a party or by or to which any such member or any of its
assets may be bound or subject, could reasonably be expected to result in any of
the events or circumstances which are referred to in conditions 2.8.1 to 2.8.9;

2.9           since 31 December 2006 and save as Disclosed, no member of the
Wider Foseco Group having:

2.9.1          issued or agreed to issue, or authorised or proposed or announced
its intention to authorise or propose the issue of, additional shares of any
class, or securities convertible into, or exchangeable for, or rights, warrants
or options to subscribe for or acquire, any such shares or convertible
securities (save as between Foseco and wholly-owned subsidiaries of Foseco and
save for the issue of Foseco Shares pursuant to or in connection with rights
granted before the date of this announcement under, or the grant of rights
before such date under, the Foseco Long-Term Incentive Plan);

2.9.2          other than in respect of the Interim Dividend and the Foseco
India Dividend, recommended, declared, paid or made or proposed to recommend,
declare, pay or make any bonus issue, dividend or other distribution whether
payable in cash or otherwise other than dividends (or other distributions
whether payable in cash or otherwise) lawfully paid or made to Foseco or to a
wholly-owned subsidiary of Foseco;

2.9.3          other than pursuant to the implementation of the Acquisition (and
save for transactions between Foseco and its wholly-owned subsidiaries)
implemented, effected, authorised, proposed or announced its intention to
implement, effect, authorise or propose any merger, demerger, reconstruction,
amalgamation or scheme;

2.9.4          (save for transactions between Foseco and its wholly-owned
subsidiaries and save for transactions in the ordinary and usual course of
business) acquired or disposed of, or transferred, mortgaged or charged, or
created any other security interest over, any asset or any right, title or
interest in any asset that is material in the context of the Wider Foseco Group
taken as a whole or authorised, proposed or announced any intention to do so;

2.9.5          issued, authorised or proposed or announced an intention to
authorise or propose, the issue of any debentures or (save for transactions
between Foseco and its wholly-owned subsidiaries or transactions under existing
credit arrangements or in the ordinary and usual course of business) made or
authorised any change in its loan capital or incurred or increased any material
indebtedness or material contingent liability;

2.9.6          entered into, varied or terminated, or authorised, proposed or
announced its intention to enter into, terminate or vary any contract,
arrangement, agreement, transaction or commitment (whether in respect of capital
expenditure or otherwise) which is of a long-term, unusual or onerous nature or
magnitude or which involves or could involve an obligation of such a nature or
magnitude, which is, in any such case, material in the context of the Wider
Foseco Group or is other than in the ordinary course of business or which is or
is likely to be materially restrictive on the business of any member of the
Wider Foseco Group;

2.9.7          entered into or varied to a material extent or authorised,
proposed or announced its intention to enter into or vary to a material extent
the terms of, or make any offer (which remains open for acceptance), to enter
into or vary to a material extent the terms of, any service agreement with any
director or senior executive of any member of the Wider Foseco Group;

2.9.8          proposed, agreed to provide or modified the terms of any share
option scheme, incentive scheme or other benefit relating to the employment or
termination of employment of any person employed by the Wider Foseco Group save
as agreed by Cookson in writing;

2.9.9          purchased, redeemed or repaid or announced a proposal to
purchase, redeem or repay any of its own shares or other securities (or the
equivalent) or reduced or made any other change to or proposed the reduction or
other change to any part of its share capital, save for the allotment of shares
in connection with the Foseco Long-Term Incentive Plan pursuant to rights
granted before the date of this announcement or as between Foseco and
wholly-owned subsidiaries of Foseco;

2.9.10      (other than in respect of claims between Foseco and wholly-owned
subsidiaries of Foseco) waived, compromised or settled any claim other than in
the ordinary course of business which is material in the context of the Wider
Foseco Group as a whole;

2.9.11      terminated or varied the terms of any agreement or arrangement
between any member of the Wider Foseco Group and any other person in a manner
which would or might reasonably be expected to have a material adverse effect on
the financial position of the Wider Foseco Group taken as a whole;

2.9.12      (other than in connection with the Scheme) made or agreed or
consented to any alteration to its memorandum or articles of association or
other incorporation documents;

2.9.13      save to the extent agreed by Cookson in writing, made or agreed or
consented to any change to the terms of the trust deeds constituting the pension
schemes established for its directors and/or employees and/or their dependants
or any material favourable change to the benefits which accrue, or to the
pensions which are payable thereunder, or to the basis on which qualification
for or accrual or entitlement to such benefits or pensions are calculated or
determined or to the basis upon which the liabilities (including pensions) of
such pension schemes are funded or made, or agreed or consented to any change to
the trustees;

2.9.14      been unable, or admitted in writing that it is unable, to pay its
debts or having stopped or suspended (or threatened to stop or suspend) payment
of its debts generally or ceased or threatened to cease carrying on all or a
substantial part of any business;

2.9.15      (other than in respect of a company which is dormant and was solvent
at the relevant time) taken or proposed any corporate action or had any action
or proceedings or other steps instituted against it for its winding-up
(voluntary or otherwise), dissolution or reorganisation (or any analogous
proceedings in any jurisdiction) or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar officer (or for the
appointment of any analogous person in any jurisdiction) of all or any
substantial part of its assets or revenues; or

2.9.16      entered into any contract, agreement, arrangement or commitment or
made any offer (which remains open for acceptance) passed any resolution or made
any proposal or announcement with respect to, or to effect, any of the
transactions, matters or events referred to in this condition 2.9;

2.10       since 31 December 2006 and save as Disclosed, there having been:

2.10.1      no adverse change or deterioration in the business, assets,
financial or trading position or profits or prospects of any member of the Wider
Foseco Group which is material in the context of the Wider Foseco Group taken as
a whole or in the context of the Acquisition;

2.10.2      no litigation, arbitration proceedings, prosecution or other legal
proceedings threatened, announced or instituted by or against or remaining
outstanding against or in respect of any member of the Wider Foseco Group or to
which any member of the Wider Foseco Group is or is reasonably likely to become
a party (whether as plaintiff or defendant or otherwise) and which would or
might reasonably be expected to have a material adverse effect on the Wider
Foseco Group taken as a whole or in the context of the Acquisition;

2.10.3      no enquiry or investigation by or complaint or reference to any
Relevant Authority or other investigative body threatened, announced,
implemented or instituted or remaining outstanding by, against or in respect of
any member of the Wider Foseco Group which would or might reasonably be expected
to have a material adverse effect on the Wider Foseco Group taken as a whole or
in the context of the Acquisition;

2.10.4      no contingent or other liability having arisen which would or might
reasonably be expected to adversely affect any member of the Wider Foseco Group
to an extent which is material in the context of the Wider Foseco Group taken as
a whole or in the context of the Acquisition; and

2.10.5      no steps taken and no omissions made which are likely to result in
the withdrawal, cancellation, termination or modification of any licence held by
any member of the Wider Foseco Group which is necessary for the proper carrying
on of its business and which is material in the context of the Wider Foseco
Group taken as a whole; and

2.11       save as Disclosed, Cookson not having discovered:

2.11.1      that the financial, business or other information concerning the
Wider Foseco Group publicly announced or disclosed at any time by or on behalf
of any member of the Wider Foseco Group, contains a misrepresentation of fact or
omits to state a fact necessary to make the information contained therein not
misleading and which was not subsequently corrected by 10 October 2007 by
disclosure either publicly or otherwise to Cookson, which is, in any case,
material in the context of the Wider Foseco Group or in the context of the
Acquisition;

2.11.2      that any member of the Wider Foseco Group is subject to any
liability, contingent or otherwise, which is material in the context of the
Wider Foseco Group taken as a whole or in the context of the Acquisition;

2.11.3      any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider Foseco Group to
an extent which is material in the context of the Wider Foseco Group taken as a
whole or in the context of the Acquisition;

2.11.4      that any past or present member of the Wider Foseco Group has failed
to comply with any applicable legislation or regulation of any jurisdiction with
regard to the use, storage, treatment, transport, handling, disposal, discharge,
spillage, release, leak or emission of any waste or hazardous or harmful
substance or any substance likely to impair the environment or harm human or
animal health or otherwise relating to environmental matters or that there has
otherwise been any such use, storage, treatment, transport, handling, disposal,
discharge, spillage, release, leak or emission (whether or not the same
constituted non-compliance by any person with any such legislation or
regulation, and whenever the same may have taken place), any of which
non-compliance would be likely to give rise to any liability (whether actual or
contingent) or cost on the part of any member of the Wider Foseco Group and
which is material, in the aggregate, in the context of the Wider Foseco Group
taken as a whole; or

2.11.5      that there is, or is reasonably likely to be, any obligation or
liability (whether actual or contingent) to make good, repair, reinstate or
clean up any property now or previously owned, occupied, operated or made use of
or controlled by any past or present member of the Wider Foseco Group under any
environmental legislation, regulation, notice, circular, order or other
requirement of any Relevant Authority in any jurisdiction, in each case to an
extent which is material in the context of the Wider Foseco Group taken as a
whole.

Part B: Waiver of conditions and further terms of the Acquisition

3                   Subject to the requirements of the Panel or the Court and
subject to Cookson's obligations under the agreements for the provision of the
debt facilities to obtain the consent of the banks providing the financing for
the Acquisition in respect of any material waivers of any material Condition,
Cookson reserves the right to waive, in whole or in part, all or any of the
conditions except, save in the circumstances set out in paragraph 6 below,
condition 1. Cookson shall be under no obligation to waive (if capable of
waiver), or to treat as fulfilled any of conditions 2.1 to 2.11 by a date
earlier than the latest date for the fulfilment of that condition
notwithstanding that the other conditions of the Acquisition may at such earlier
date have been waived or fulfilled and that there are at such earlier date no
circumstances indicating that any of such conditions may not be capable of
fulfilment.

4                   Conditions 2.1 to 2.11 must be fulfilled, be determined by
Cookson to be or remain satisfied or (if capable of waiver) be waived by the
date of the hearing to sanction the Scheme referred in condition 1, failing
which the Acquisition will lapse.

5                   The Acquisition will lapse and the Scheme will not proceed
(unless the Panel otherwise consents) if the European Commission either
initiates proceedings under Article 6(1)(c) of the Regulation or makes a
referral to a competent authority in the United Kingdom under Article 9(1) of
the Regulation and there is a reference to the Competition Commission before the
date of the Court Meeting(s).

Part C: Certain further terms of the Acquisition

6                   Cookson reserves the right to elect to implement the
Acquisition by way of a takeover offer. In such event, such offer will be
implemented on the same terms so far as applicable, as those which would apply
to the Scheme (subject to appropriate amendments, including (without limitation)
an acceptance condition set at ninety per cent. of the shares to which such
offer relates (or such lesser percentage, being more than fifty per cent., as
Cookson may decide, subject to compliance with the Code, and subject to
Cookson's obligations under the agreements for the provision of the debt
facilities to obtain the consent of the banks providing the financing for the
Acquisition in respect of an acceptance condition of less than seventy five per
cent.).

7                   The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the relevant jurisdictions.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.

8                   The Scheme is governed by English law and will be subject to
the jurisdiction of the English courts and the conditions set out above.



Appendix II

               SOURCES OF INFORMATION AND BASES OF CALCULATION



(a)                 The value attributed to the existing issued and to be issued
share capital of Foseco is based upon:

(i)       166,465,000 Foseco Shares in issue; and

(ii)       the number of awards under the Foseco Long-Term Incentive Plan that 
would vest as a result of the Acquisition, 2,382,400 of which would be satisfied 
out of existing Foseco Shares held by the employee benefit trust and 2,011,903 
of which would be satisfied out of an issue of new shares,
as at the close of business on 10 October 2007, being the last Business Day
prior to this announcement.

(b)                 The closing middle market prices per Cookson share and
Foseco Share referred to in this announcement are taken from the Official List.

(c)                 The Total Shareholder Return of Foseco has been calculated
as the growth in value from the initial public offering of Foseco to 10 July
2008 (being the last date for the Scheme to become effective) for a shareholder
who invested £1 on the first day of the period and reinvested gross dividends
received at the closing price applicable at the ex-dividend date throughout the
period.

(d)                 The market capitalisation of Cookson is calculated on the
basis of 193,577,554 Cookson shares issued and the closing middle market price
of 822 pence as at 10 October 2007.

(e)                 Unless otherwise stated, the financial information on
Cookson is extracted from Cookson's annual report and accounts for the year
ended 31 December 2006 and from the announcement of Cookson's interim results
for the half year ended 30 June 2007.

(f)                  Unless otherwise stated, the financial information on
Foseco is extracted from Foseco's Annual Report and from the Interim Report.

(g)                 The market capitalisation of Foseco India Ltd. is calculated
on the basis of 6,386,459 Foseco India Ltd. shares issued and a closing market
price of Rs 420 as at 10 October 2007.

(h)                 Unless otherwise stated in this document, an exchange rate
of £1 = Rs 80.4739 has been used, being the exchange rate at 11.00 a.m. in
London on 10 October 2007.



Appendix III

DETAILS OF IRREVOCABLE UNDERTAKINGS



The following holders of Foseco Shares have given irrevocable undertakings to
vote in favour of the Scheme and the resolutions at the Court Meeting and the
EGM:


Name                             Number of Foseco Shares            % of Issued Share Capital

Danny Rosenkranz                               1,093,956                                 0.7%
Jamie Pike                                     3,232,244                                 1.9%
Paul Dean                                        692,637                                 0.4%
David Hussey                                     634,881                                 0.4%
Raj Rajagopal                                      5,000                                 0.0%

Total                                          5,658,718                                 3.4%



As at the date of this announcement, Lee Plutshack, Adrian Auer and Einar Lindh
do not hold any Foseco Shares.






Appendix IV

DEFINITIONS

The following definitions apply throughout this announcement unless the context
requires otherwise:

'Acquisition'                              the recommended offer of 295 pence in cash per Foseco
                                           Share to be made by Cookson (or any wholly-owned
                                           subsidiary of Cookson) to acquire the entire issued and
                                           to be issued ordinary share capital of Foseco by means
                                           of the Scheme or, should Cookson so elect, by means of
                                           an offer;
'Act' or 'Companies Act'                   the Companies Act 1985, as amended;
'Annual Report'                            the annual report and accounts of Foseco for the year
                                           ended 31 December 2006;
'Authorisations'                           authorisations, orders, directions, rules, grants,
                                           recognitions, determinations, certificates,
                                           recognitions, confirmations, consents, licences,
                                           clearances, permissions and approvals;
'Business Day'                             a day (other than Saturdays, Sundays and public
                                           holidays in the UK) on which banks are open for
                                           business (other than solely for trading and settlement
                                           in Euros) in the City of London;
'Capital Reduction'                        the proposed reduction of the share capital of Foseco
                                           provided for by the Scheme, under section 137 of the
                                           Companies Act;
'City Code' or 'Code'                      the City Code on Takeovers and Mergers;
'Collins Stewart'                          Collins Stewart Europe Limited;
'Cookson'                                  Cookson Group plc;
'Conditions'                               the conditions to the Acquisition (including the
                                           Scheme) which are set out in Appendix 1 to this
                                           announcement;
'Court'                                    the High Court of Justice in England and Wales;
'Court Meeting(s)'                         the meeting(s) of Scheme Shareholders (and any
                                           adjournment thereof) and/or of classes thereof to be
                                           convened pursuant to an order of the Court under
                                           section 425 of the Companies Act for the purposes of
                                           considering and, if thought fit, approving the Scheme
                                           (with or without amendment);
'Court Order(s)'                           the order of the Court sanctioning the Scheme under
                                           section 425 of the Companies Act and the order of the
                                           Court confirming the Capital Reduction under section
                                           137 of the Companies Act respectively or, where the
                                           context requires, either of them;
'Disclosed'                                fairly disclosed in:

                                           (i)                 the Annual Report and the Interim
                                           Report;

                                           (ii)                any documents delivered to an
                                           Information Recipient in respect of the Acquisition by
                                           or on behalf of Foseco on or before 6.00 p.m. (London
                                           time) on 10 October 2007; or

                                           (iii)              any public announcement by Foseco to
                                           a Regulatory Information Service on or before 6.00 p.m.
                                           (London Time) on 10 October 2007;
'EBITDA'                                   earnings before interest, tax, depreciation and
                                           amortisation;
'Effective Date'                           the date on which the Reduction Court Order is
                                           registered by the Registrar;
'Extraordinary General Meeting' or 'EGM'   the extraordinary general meeting of Foseco
                                           Shareholders (and any adjournment thereof) to be
                                           convened in connection with the Acquisition;
'European Commission'                      the executive branch of the European Union created by
                                           the Merger Treaty (signed on 8 April 1965) as repealed
                                           or replaced by the Amsterdam Treaty 1997;
'Equity Placing'                           the underwritten placing of new shares on behalf of
                                           Cookson to institutional investors as referred to in
                                           the placing announcement of today;
'Financial Services Authority' or 'FSA'    the Financial Services Authority in its capacity as the
                                           competent authority for the purposes of Part VI of the
                                           Financial Services and Markets Act 2000;
'Foseco' or the 'Company'                  Foseco plc;
'Foseco Group'                             Foseco, its subsidiaries and subsidiary undertakings;
'Foseco India Dividend'                    the third interim dividend payable to shareholders of
                                           Foseco India Ltd. on its register of members on 2
                                           November 2007;
'Foseco Long-Term Incentive Plan'          the long-term employee incentive plan operated by
                                           Foseco;
'Foseco Shareholders' or 'Shareholders'    the holders of Foseco Shares;
'Foseco Shares'                            the existing unconditionally allotted or issued and
                                           fully paid ordinary shares of 25 pence each in the
                                           capital of Foseco and any further such ordinary shares
                                           which are unconditionally allotted or issued before the
                                           Scheme becomes effective;
'Forms of Proxy'                           the forms of proxy for use at the Court Meeting and the
                                           Extraordinary General Meeting;
'Greenhill'                                Greenhill & Co. International LLP;
'Information Recipient'                    each of:

                                           (i)                 any director of Cookson; and

                                           (ii)                any professional advisers engaged
                                           by Cookson in connection with the Acquisition;
'Interim Dividend'                         the interim dividend of 1.73 pence per Foseco Share
                                           announced on 13 September 2007 and payable on 21
                                           November 2007 to Foseco Shareholders on the Foseco
                                           register of members on 19 October 2007;
'Interim Report'                           the interim report and accounts of Foseco for the six
                                           months ended 30 June 2007;
'JPMorgan Cazenove'                        JPMorgan Cazenove Limited;
'Lazard'                                   Lazard & Co., Limited;
'Listing Rules'                            the rules and regulations made by the Financial
                                           Services Authority in its capacity as the UK Listing
                                           Authority under the Financial Services and Markets Act
                                           2000, and contained in the UK Listing Authority's
                                           publication of the same name;
'London Stock Exchange'                    London Stock Exchange plc or its successor;
'Merrill Lynch'                            Merrill Lynch International;
'Official List'                            the official list of the UK Listing Authority;
'Panel'                                    the Panel on Takeovers and Mergers;
'Reduction Court Order'                    the order of the Court confirming the reduction of
                                           share capital under section 137 of the Companies Act
                                           provided for by the Scheme;
'Registrar of Companies' or 'Registrar'    the Registrar of Companies in England and Wales;
'Regulatory Information Service'           any of the services set out in Appendix 3 to the
                                           Listing Rules;
'Relevant Authority'                       any central bank, government or governmental,
                                           quasi-governmental, state or local governmental,
                                           supranational, statutory, environmental,
                                           administrative, investigative or regulatory body,
                                           agency or court or any other person or body in any
                                           jurisdiction;
'ROIC'                                     return on invested capital;
'Scheme'                                   the proposed scheme of arrangement under section 425 of
                                           the Companies Act between Foseco and the Scheme
                                           Shareholders, the full terms of which will be set out
                                           in the Scheme Document;
'Scheme Document'                          the document to be sent to the Foseco Shareholders,
                                           containing and setting out the Scheme and the notices
                                           convening the Court Meetings and the Extraordinary
                                           General Meeting;
'Scheme Documentation'                     the Scheme Document and the accompanying Forms of Proxy
                                           to be posted to Foseco Shareholders and others
                                           following the date of this announcement;
'Scheme Record Time'                       6.00 p.m. (London time) on the Business Day immediately
                                           prior to the Effective Date;
'Scheme Shareholders'                      the holders of Scheme Shares;
'Scheme Shares'                            (i)                 the Foseco Shares in issue at the
                                           date of the Scheme Document;

                                           (ii)                any Foseco Shares issued after the
                                           date of the Scheme Document and before the Voting
                                           Record Time; and

                                           (iii)              any Foseco Shares issued at or after
                                           the Voting Record Time and before the Scheme Record
                                           Time,

                                           but excluding any Foseco Shares held by Cookson or by
                                           the Foseco employee benefit trust;
'Third Party'                              any central bank, ministry, government, government
                                           department, governmental, quasi-governmental (including
                                           the European Union), supranational, statutory,
                                           regulatory or investigative body or authority
                                           (including any national or supranational anti-trust or
                                           merger control authority), national, state, municipal
                                           or local government (including any subdivision, court,
                                           administrative agency or commission or other authority
                                           thereof), private body exercising any regulatory,
                                           taxing, importing or other authority, trade agency,
                                           association, institution or professional or
                                           environmental body or any other person or body
                                           whatsoever in any relevant jurisdiction, including for
                                           the avoidance of doubt the Panel;
'Total Shareholder Return'                 the total shareholder return generated by Foseco as
                                           described in paragraph (c) of Appendix II;
'UK' or 'United Kingdom'                   the United Kingdom of Great Britain and Northern
                                           Ireland;
'UK Listing Authority' or 'UKLA'           the UK Listing Authority, being the Financial Services
                                           Authority Limited, acting in its capacity as the
                                           competent authority for the purposes of Part IV of the
                                           Financial Services and Markets Act 2000;
'US' or 'United States'                    the United States of America, its territories and
                                           possessions, any State of the United States of America
                                           and the District of Columbia;
'Voting Record Time'                       6.00 p.m. (London time) on the day which is two
                                           Business Days before the date of the Court Meeting or,
                                           if such Court Meeting is adjourned, 6.00 p.m. (London
                                           time) on the day which is two days before the day of
                                           such adjourned meeting;
'WACC'                                     weighted average cost of capital;
'Wider Cookson Group'                      Cookson, its subsidiaries, subsidiary undertakings and
                                           associated undertakings and any other body corporate,
                                           partnership, joint venture or person in which Cookson
                                           and such undertakings (aggregating their interests)
                                           have a direct or indirect interest of 20 per cent. or
                                           more of the voting or equity capital or equivalent; and
'Wider Foseco Group'                       Foseco, its subsidiaries, subsidiary undertakings and
                                           associated undertakings and any other body corporate,
                                           partnership, joint venture or person in which Foseco
                                           and such undertakings (aggregating their interests)
                                           have a direct or indirect interest of 20 per cent. or
                                           more of the voting or equity capital or the equivalent.

For the purposes of this announcement, 'subsidiary', 'subsidiary undertaking', 
'undertaking' and 'associated undertaking' have the respective meanings given
thereto by the Act, but for this purpose ignoring paragraph 20(1)(b) of schedule
4A to the Act.

All the times referred to in this announcement are London times unless otherwise
stated.

References to the singular include the plural and vice versa.

£ and pence means pounds and pence sterling, the lawful currency of the United
Kingdom.


                      This information is provided by RNS
            The company news service from the London Stock Exchange