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Thursday 17 February, 2005

HIP IV Inc

SAR - Elementis PLC

HIP IV Inc
17 February 2005

                                                                      FORM SAR 3


                                       Date of disclosure     17 FEBRUARY 2005

                 DISCLOSURE UNDER RULE 3 OF THE RULES GOVERNING
                   SUBSTANTIAL ACQUISITIONS OF SHARES ('SARs')

                 
Date of acquisition     17 FEBRUARY 2005

Acquisition in          ELEMENTIS PLC       (name of company)


(1) Class of voting shares    Number of shares/rights   If rights over shares
    (eg ordinary shares)      over shares acquired      acquired, as opposed
                                                        to the shares
                                                        themselves, specify
                                                        nature of rights

    ORDINARY                  2,000,000        shares   N/A
                                    N/A        rights


(2) Resultant total holding   Resultant total holding   Total percentage
    of voting shares (and %   of rights over shares
    of total voting shares    (and % of total voting
    in issue)                 shares in issue)

    UNAGGREGATED: 65,323,071   N/A            (    %)   UNAGGREGATED: 15.14%
    SHARES (15.14%) 

    AGGREGATED                                          AGGREGATED
    (SEE 4(B) BELOW): 65,695,000                        (SEE 4(B) BELOW): 15.23%
    SHARES (15.23%)

(3) Party making disclosure     HIP IV INCORPORATED

(4)  (a)  Name of person acquiring shares or rights over shares

          HANOVER INVESTORS PARTNERS - V, LLC

          and, if different, beneficial owner

     (b)  Names of any other persons acting by
          agreement or understanding (see SAR 5)

          HANOVER INVESTORS PARTNERS - IV, L.P. (OWNER OF 371,929 SHARES)


Signed, for and on behalf of the party named in (3) above

(Also print name of signatory)     CRAIG MCKIBBEN

Telephone and extension number     +1 212 735 1000
          
Note 1.   Under SAR 5, the holdings of and acquisitions by persons acting by
          agreement or understanding must be aggregated and treated as a holding 
          of or acquisition by one person.  Note 3 on SAR 5 requires persons who 
          must aggregate holdings to disclose certain disposals.

Note 2:   The resultant total percentage holding of voting shares and rights 
          over shares is to be calculated by reference to the percentage held 
          and in issue outside treasury.

For full details of the SARs disclosure requirements, see Rules 3 and 5 of the
SARs.  If in doubt, contact the Panel on Takeovers and Mergers, Monitoring
Section, Tel. No: 020 7638 0129. E-mail: monitoring@disclosure.org.uk


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