SEC De-registration

Cookson Group PLC
21 February 2006

                                                                21 February 2006


                               Cookson Group plc

      Certification as to De-registration of Cookson Ordinary Shares from

                   the US Securities and Exchange Commission


On 17 October 2005, Cookson Group plc ('Cookson' or the 'Company') confirmed its
intention to terminate registration of its ordinary shares with the US
Securities and Exchange Commission ('SEC'), due to the increasing cost of
maintaining its registration in the US and complying with SEC reporting and
other applicable US obligations.

Cookson now announces that, on 21 February 2006, it filed a Form 15 with the SEC
to terminate the SEC registration of its ordinary shares.  SEC de-registration
will occur 90 days after 21 February 2006 or such shorter period as the SEC may
determine. On filing of the form, Cookson's obligations to file certain forms
and reports with the SEC, including Forms 20-F and 6-K, were suspended.

Under currently applicable SEC regulations, after the de-registration takes
effect, the number of Cookson's US resident shareholders must remain below 300
at each financial year-end to avoid re-commencement of SEC reporting and other
applicable US obligations.  Cookson's Articles of Association give the Company's
Directors the ability to limit the number of Cookson's US resident shareholders
for this purpose.  Pursuant to the Articles of Association, Cookson's Board may,
from time to time, require US resident shareholders, whether holding directly or
through nominees, to sell their shares in order to be satisfied that their
number is less than 300 at each financial year end.

On 23 December 2005, the SEC published a proposed rule that introduces new
criteria to make it easier for foreign private issuers such as Cookson to
de-register from the SEC.  Finalisation of this proposed rule is likely to take
several months and it is not possible to be certain what form any new criteria
will finally take.  It is possible the new criteria will not require Cookson to
maintain the number of its US-resident shareholders at below 300 at each
financial year-end in order to avoid re-commencement of registration
obligations.  The Company will keep the position under review.



Enquiries:
Cookson Group plc                         Tel: [phone]
Richard Malthouse, Group Secretary        www.cooksongroup.co.uk


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