Rights Issue Update

Cookson Group PLC
21 August 2002


                                                           FOR IMMEDIATE RELEASE


NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, FRANCE, NEW ZEALAND, THE REPUBLIC OF IRELAND
OR THE REPUBLIC OF SOUTH AFRICA



                               COOKSON GROUP PLC


                              RIGHTS ISSUE UPDATE

Following the vote in favour of the resolutions relating to the Share Capital
Reorganisation and Rights Issue at the Extraordinary General Meeting on 5 August
2002, the Board of Cookson announces that it has already received, over the last
week, new written indications from institutional Shareholders that it is their
current intention to take up rights representing approximately 520 million (45
per cent.) of the New Shares under the Rights Issue.

The Company announced interim results on 19 July 2002 and confirms that current
trading continues to be in line with its expectations. In addition, borrowings
under the Company's medium term bank facilities remain at anticipated levels.

The latest time and date for acceptance and payment in full for New Shares
pursuant to the Rights Issue is 9.30am on 28 August 2002.


ENQUIRIES:

Cookson Group plc                                          Tel: [phone]
Sir Bryan Nicholson, Chairman
Stephen Howard, Group Chief Executive
Dennis Millard, Group Finance Director

Lazard                                                     Tel: [phone]
Paul Gismondi

Cazenove                                                   Tel: [phone]
Edmund Byers

Merrill Lynch                                              Tel: [phone]
Stephen Robinson

Citigate Dewe Rogerson                                     Tel: [phone]
Jonathan Clare


Definitions used in the Prospectus dated 19 July 2002 shall have the same
meanings when used in this announcement, unless the context requires otherwise.

This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, the Nil Paid Rights, the
Fully Paid Rights or the New Shares (the 'Securities'). Any purchase of, or
application for, Securities in the Rights Issue should only be made on the basis
of information contained in the Prospectus dated 19 July 2002 and any supplement
thereto.

The Securities have not been and will not be registered under the US Securities
Act of 1933 or under the securities laws of any state of the United States nor
will they qualify for distribution under any of the relevant securities laws of
the Excluded Territories nor has any Prospectus in relation to the New Shares
been lodged with or registered by the Australian Securities and Investments
Commission. Accordingly, subject to certain exceptions, the Securities may not
be offered, sold, delivered, renounced or transferred, directly or indirectly,
in or into the Excluded Territories. There is no public offer of the Securities
in the United States.

Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing advice should
consult an independent adviser.

The contents of this announcement which has been prepared and issued by and is
the sole responsibility of Cookson has been approved solely for the purposes of
section 21 of the Financial Services and Markets Act 2000 by Lazard, Cazenove
and Merrill Lynch.

Each of Lazard, Cazenove and Merrill Lynch is acting exclusively for Cookson and
no-one else in connection with the Share Capital Reorganisation and the Rights
Issue and will not be responsible to anyone other than Cookson for providing the
protections afforded to clients of Lazard, Cazenove or Merrill Lynch or for
providing advice in relation to the Share Capital Reorganisation and the Rights
Issue or any matters referred to herein.

The address of Lazard Brothers & Co., Limited and Lazard Capital Markets
('Lazard') is 21 Moorfields, London EC2P 2HT. The address of Cazenove & Co. Ltd
('Cazenove') is 12 Tokenhouse Yard, London EC2R 7AN. The address of Merrill
Lynch International ('Merrill Lynch') is 2 King Edward Street, London EC1A 1HQ.



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