Proposed Demerger
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
THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND INVESTORS SHOULD NOT ACQUIRE ANY NEW ORDINARY SHARES IN EITHER ALENT PLC OR VESUVIUS PLC REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUSES TO BE PUBLISHED BY ALENT PLC AND VESUVIUS PLC AND ANY SUPPLEMENT OR AMENDMENT THERETO
1 November 2012
COOKSON GROUP PLC
("Cookson" or "The Cookson Group")
PROPOSED DEMERGER
Following the announcement made by Cookson on 17 May 2012 that it was initiating a strategic review, the Board of Cookson has concluded that a separation of the Performance Materials division from the Engineered Ceramics and the Precious Metals Processing divisions is in the best interests of its businesses and would deliver over time greater value for Cookson shareholders.
Cookson's Performance Materials division will accordingly be demerged to form a new London listed specialty chemicals company, called Alent plc ("Alent"). The Cookson Group, consisting principally of Cookson's Engineered Ceramics division, will be renamed Vesuvius plc ("Vesuvius").
The Demerger will create two distinct entities with separate strategic, capital and economic characteristics and management teams and the Board believes each of Alent and Vesuvius would rank as FTSE 250 companies, with Alent classified within the Speciality Chemicals segment and Vesuvius remaining classified within the General Industrials segment:
Alent plc
· A leading global supplier of advanced surface treatment plating chemicals and electronics assembly materials. The principal end-market is global electronics production which accounts for approximately three-quarters of net sales value1 with the automotive and industrial end-markets the balance.
· For the year ended 31 December 2011 net sales value1 and adjusted trading profit2 were £418 million and £96 million respectively.
· Steve Corbett, the current CEO of Cookson's Performance Materials division, will become the Chief Executive of Alent and the Chairman will be Peter Hill, currently a member of the Cookson Board and formerly CEO of Laird plc. Mike Butterworth, currently Finance Director of Cookson Group, will act as interim Finance Director of Alent.
· Discussions with a potential permanent replacement Finance Director are at an advanced stage and it is expected that the relevant candidate will take up his position early in the New Year.
· A presentation for analysts and investors by Steve Corbett, together with members of his senior management team, will take place on 27 November 2012.
Vesuvius plc
· A global leader in metal flow engineering, developing, manufacturing and marketing mission-critical advanced ceramic consumable products and systems to demanding applications, primarily in the global steel and foundry industries. Vesuvius also supplies fabricated precious metals to the jewellery industry in Europe and has significant precious metals recycling operations.
· For the year ended 31 December 2011, revenue3 and adjusted trading profit2 were £1,818 million and £191 million respectively.
· François Wanecq, the current CEO of Cookson's Engineered Ceramics division, will become the Chief Executive of Vesuvius and the Chairman will be John McDonough, formerly CEO of Carillion plc. Chris O'Shea, formerly CFO of BG Group's Africa, Middle-East and Asia businesses, will become Finance Director of Vesuvius.
· A presentation for analysts and investors by Francois Wanecq, together with members of his senior management team, will take place on 27 November 2012.
The Cookson Board, together with its advisers, has conducted significant analysis as part of the strategic review and has given due consideration to a range of alternatives and factors, including preliminary approaches for its divisions and current market conditions. The Board has concluded that the best option for maximising the value of its businesses and, accordingly, value for Cookson Shareholders is to proceed with the Demerger.
The Cookson Board believes that both divisions are now large enough to successfully pursue their strategies independently. The Cookson Board has regularly reviewed the composition of the Cookson Group from both an operational efficiency and shareholder-value maximisation perspective. There has been significant development in both divisions over recent years: the Engineered Ceramics division was substantially enlarged via the acquisition and integration of Foseco in 2008 and the Performance Materials division has improved its business mix and doubled its trading profit from 2008 to 2011.
The Cookson Board believes the Demerger is in the best interests of Cookson's businesses and will deliver additional value to shareholders over time by:
· Allowing Vesuvius and Alent to pursue their strategic objectives independently with greater control over management of resources and opportunities and avoiding competition for capital resources;
· Increasing management and board focus on the particular needs of each of Alent and Vesuvius, and enabling each of the companies to better motivate, attract and retain management and other key employees;
· Providing shareholders with added flexibility in their investment decisions; and
· Giving rise to a positive valuation re-rating for both entities through the potentially improved performance of the businesses, improved investor understanding and the elimination of any "conglomerate discount" in the current valuation of Cookson.
The preparations and planning required to effect the Demerger have been completed: the re-organisation and tax steps plan finalised and ready for implementation, agreement with the UK defined benefit pension plan trustee and the UK pensions regulator approval, US pension regulator approval, new debt facilities signed for both Alent and Vesuvius, new Boards appointed and corporate governance structures in place and new remuneration policies developed in consultation with major shareholders.
One-off cash costs arising on the Demerger (relating, inter alia, to taxation, debt refinancing costs, and professional fees) are expected to be approximately £35 million. The aggregate level of on-going, incremental costs to the businesses resulting from the Demerger are expected to be approximately £3 million per annum, relating to additional central headquarters costs and higher borrowing costs. This level of on-going, incremental costs is significantly lower than was previously indicated in the 17 May interim management statement.
In addition to the above, a one-off cash payment, currently estimated at approximately £32 million, will be made into the UK defined benefit pension plan (the "UK Plan") at Demerger ("mitigation payment"). This payment effectively represents accelerated funding of the UK Plan's actuarial deficit. The UK Plan will be retained by Vesuvius and the mitigation payment has been agreed with the UK Plan trustee and clearance obtained from the UK pensions regulator. The US pension regulator has confirmed that no additional cash payments are required to be made into any of the US pension plans as a result of the Demerger.
If the Proposals are approved by the Court and Cookson Shareholders and the Demerger becomes effective, for every one Cookson Share they hold, Cookson Shareholders will, on completion of the Demerger, then hold:
· one ordinary share in Vesuvius plc, a UK incorporated company, admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange and which will remain classified by FTSE as General Industrials; and
· one ordinary share in Alent plc, a UK incorporated company, admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange and which is expected to be classified by FTSE as Speciality Chemicals.
The Alent Board and the Vesuvius Board have agreed that their current intention, subject to completion of the Demerger, general market conditions and trading performance, and consistent with the current Cookson dividend policy, is to recommend final dividends for 2012 that aggregate to 15.0 pence per Cookson Share. Vesuvius intends to pay 9.5 pence per Vesuvius Share and Alent intends to pay 5.5 pence per Alent Share, with each to be paid to shareholders in June 2013 following the standard shareholder approval process and what was Cookson's normal timetable for a final dividend payment.
Jeff Harris and Nick Salmon, the current Chairman and Chief Executive respectively of Cookson, will retire from Cookson at the time of the demerger and will not serve on the boards of either Alent or Vesuvius.
Jeff Harris, Chairman of Cookson, commented:
"After significant progress in each of our two main businesses in recent years, and following a detailed strategic review, we are clear that a demerger remains in the best interests of those businesses and therefore our shareholders.
Alent and Vesuvius will both be significant stand-alone entities - financially strong, global, and leaders in their respective technologies and end-markets. There is very limited operational or end-market overlap between the two, and both will be much better placed to maximise their potential following the Demerger.
Strong Boards and management teams are now in place to take both Alent and Vesuvius forward independently, and to create significant value for shareholders over time."
Documentation relating to the Demerger is being sent to Cookson Shareholders today and will be available on Cookson's website (www.cooksongroup.co.uk) later today. The Court Meeting and General Meeting to approve the Demerger are to be held on 26 November 2012, with the Demerger expected to become effective on 19 December 2012.
1 Net sales value is revenue excluding commodity metals where the costs of these are passed through to customers
2 Trading profit is restated on a 'stand alone' basis - see section headed 'Financial Information'
3 Includes the Precious Metals Processing division at net sales value (being revenue excluding precious metals content)
Conference call
Nick Salmon (Cookson Chief Executive) and Mike Butterworth (Cookson Group Finance Director) will be hosting a conference call for analysts and investors at 9am (UK time) today. They will be referring to a PowerPoint presentation which will be posted on the Cookson web site (www.cooksongroup.co.uk) ahead of the call.
Conference call:
+44 (0) 207 136 2050 all participants
Confirmation code: 5249099
A replay of the call will be available from 1pm on this day for two weeks on the following numbers:
Replay:
+44 (0)203 427 0598non-US participants
+1 347 366 9565 US participants
Confirmation code: 5249099#
A recording of the call will also be available on Cookson's website (www.cooksongroup.co.uk) within a few days after the event.
A presentation on Alent for analysts and investors by Steve Corbett, together with members of his senior management team, will take place at the offices of BofA Merrill Lynch, 2 King Edward Street, London EC1A 1HQ on 27 November 2012 at 2pm.
A presentation on Vesuvius for analysts and investors by Francois Wanecq, together with members of his senior management team, will take place at the offices of BofA Merrill Lynch, 2 King Edward Street, London EC1A 1HQ on 27 November 2012 at 10am.
Enquiries
Cookson Group plc
Nick Salmon, Chief Executive Tel: + 44 (0)207 822 0000
Mike Butterworth, Group Finance Director
Rothschild (financial adviser to Cookson, Alent and Vesuvius)
Robert Leitão Tel: +44 (0)207 280 5000
Ravi Gupta
Nigel Himsworth
Charles Montgomerie
BofA Merrill Lynch(corporate broker to Cookson, Alent and Vesuvius)
Simon Gorringe Tel: +44 (0)207 628 1000
Oliver Greaves
Marc-Olivier Regulla
Peter Brown
J.P. Morgan Cazenove(corporate broker to Cookson and Vesuvius)
Edmund Byers Tel: +44 (0)207 742 4000
Richard Perelman
UBS (corporate broker to Alent)
John Woolland Tel: +44 (0)207 567 8000
Hugo Fisher
MHP Communications
John Olsen Tel: +44 (0)203 128 8100
Andrew Jaques
Ian Payne
FURTHER INFORMATION ON THE PROPOSED DEMERGER
1 Introduction
On 17 May 2012, the Board announced that it was initiating a strategic review to consider a number of options for the Cookson Group, including a potential demerger or separation of its main divisions. Following this review, the Board has concluded that a separation of the Performance Materials division from the Engineered Ceramics and Precious Metals Processing divisions is in the best interests of its businesses and would deliver over time greater value for Cookson Shareholders.
The Demerger will, if fully implemented, result in Cookson Shareholders ceasing to hold Cookson Shares and instead receiving shares in two new companies: Alent plc and Vesuvius plc. Alent plc will be the holding company of the Performance Materials division and Vesuvius plc will be the holding company of the Engineered Ceramics and Precious Metals Processing divisions.
Following the Demerger, Alent will be organised into two business segments:
· Assembly Materials (formerly the Performance Materials division's Joining Technologies business); and
· Surface Chemistries (formerly the Performance Materials division's Surface Chemistries business).
Following the Demerger, Vesuvius will be organised into three business segments:
· Steel, comprising the Engineered Ceramics division's Steel Flow Control and Advanced Refractories businesses;
· Foundry, comprising the Engineered Ceramics division's Foundry Technologies and Fused Silica businesses; and
· Precious Metals Processing.
In order for the Proposals to be implemented, the approval of Cookson Shareholders will be required. In particular, as a result of its size, the Demerger is a class 1 transaction (as defined in the Listing Rules) and Cookson Shareholders will therefore be asked to approve the Demerger at the General Meeting on 26 November 2012. The Scheme also requires Cookson Shareholder approval at the Court Meeting on 26 November 2012. In addition, each of the Cookson Capital Reduction, Alent Capital Reduction and Vesuvius Capital Reduction will require approval at the General Meeting on 26 November 2012.
Completion of the Demerger is expected to occur on 19 December 2012.
2 Background to, and reasons for, the Demerger
The Engineered Ceramics and Performance Materials divisions of Cookson are separate businesses with very limited operational or end-market overlap and few, if any, operational synergies between the two. The Board has regularly reviewed the composition of the Cookson Group from both an operational efficiency and shareholder-value maximisation perspective. There has been significant development in both divisions over recent years; the Engineered Ceramics division was substantially enlarged via the acquisition and integration of Foseco plc in 2008 and the Performance Materials division has improved its business mix and doubled its trading profit from 2008 to 2011. The Board believes that both divisions are now large enough to successfully pursue their strategies independently and each should rank as a FTSE 250 company.
Furthermore, the Board believes that the combination of these two businesses has historically added complexity for investors looking to understand Cookson and led some investors to apply a "conglomerate discount" to their valuation of Cookson.
In the opinion of the Board, the two divisions are less likely to maximise their potential performance if they continue to be operated as separate divisions under common ownership. As a result, on 17 May 2012, the Board announced that, as part of its continued focus on maximising operational performance and shareholder value, it was initiating a detailed strategic review to consider a number of options for the Cookson Group, including a potential demerger or separation of its main divisions.
The Board, together with its advisers, has conducted significant analysis as part of the strategic review and has given due consideration to a range of alternatives and factors, including preliminary approaches for its divisions and current market conditions. The Board has concluded that the best option for maximising the value of its businesses and, accordingly, value for Cookson Shareholders is to proceed with the Demerger. The Board believes that the separation is in the best interests of Cookson's businesses and will deliver additional value for shareholders by:
· allowing Alent and Vesuvius to pursue their strategic objectives independently with greater flexibility over management of resources and opportunities from a strong financial base;
· increasing management focus and attention on the particular needs of each of Alent and Vesuvius, and enabling the assembly of a board of directors specialised in each respective business;
· removing the competition between Alent and Vesuvius for capital resources given their differing strategic focus and investment profiles;
· enabling each of Alent and Vesuvius to motivate, attract and retain management and other key employees, both by enhancing the value of their equity-based compensation programmes and directly linking such programmes to each business's performance;
· providing shareholders with added flexibility in their investment decisions, including by creating two separately listed companies with distinct investment profiles and clear market valuations;
· giving rise to a positive valuation re-rating for both entities through the potentially improved performance of the businesses, improved investor understanding and the elimination of any "conglomerate discount" in the current valuation of Cookson;
· increasing the visibility of each company's and management team's performance and providing increased opportunities for corporate action in each of Vesuvius and Alent; and
· the potential improvement in each company's rating, providing each of Alent and Vesuvius with a more attractive acquisition currency for shareholder-value enhancing acquisitions.
3 Summary of the Proposals
If fully implemented, the Proposals will result in Cookson Shareholders holding shares in two newly incorporated holding companies: Alent plc and Vesuvius plc, each of which will be admitted to the premium listing segment of the Official List and to trading on the London Stock Exchange. Full details of the Proposals are included in the Circular being sent to Cookson Shareholders today.
4 Information on Alent
In addition to the information below, further information on Alent is set out in the Cookson Circular and Alent Prospectus, both of which are being made available to Cookson shareholders today.
4.1 Business segments
Following the Demerger, Alent will comprise the former Performance Materials division of Cookson. Alent will be organised into two business segments:
· Assembly Materials (formerly the Joining Technologies business); and
· Surface Chemistries (formerly the Surface Chemistries business).
Alent is a leading global supplier of advanced surface treatment plating chemicals and electronics assembly materials. The principal end-market is global electronics production, which Alent estimates to account for approximately three quarters of Alent's revenue. The automotive and other industrial markets represent a quarter of revenue. The geographic split of the net sales value1 of Alent is broadly one third in each of Europe, Asia and the Americas. Alent had revenue of £814 million, net sales value1 of £418 million and an adjusted trading profit2 of £96 million in the year ended 31 December 2011. As at 30 June 2012, Alent had gross assets of £689 million.
The Assembly Materials business, trading as Alpha, supplies electronic interconnect materials to assemblers of PCBs and the semiconductor packaging industry. The Surface Chemistries business, trading as Enthone, supplies specialty electroplating chemicals and services for use in semiconductors and PCB fabrication, as well as corrosion resistant/decorative coatings for various industries, particularly the automotive industry.
Alent is present in over 100 countries and has over 2,500 employees and 23 manufacturing sites worldwide. This enables Alent to supply its customers with highly engineered and customised specialty chemicals and materials on a just in time basis from its strategic locations around the world.
Alent's key product groups are:
· fabrication materials such as damascene copper electroplating chemistry which provides the "wires" within a semiconductor IC chip;
· packaging materials, including solder spheres for BGA and chip-scale packages, die attach adhesives and copper pillar electroplating chemistry;
· interconnect materials being principally electroplating chemistries for fabrication of PCBs;
· assembly materials comprising solder in a variety of forms, including bar, wire, solder paste and pre-forms; and
· non-electronic electroplating products and services, principally for automotive applications which include decorative and corrosion resistant applications.
4.2 Strategy and key strengths
The Alent Directors believe that Alent benefits from the following key strengths:
· market leadership through differentiating products and solutions;
· technology and fast cycle R&D providing innovation-driven growth;
· participating in high growth end-markets;
· a global footprint close to industry defining customers in Asia;
· longstanding and collaborative customer relationships; and
· a value-add sales strategy targeting OEMs.
The key elements of Alent's strategy are to:
· focus on high growth end-markets;
· further develop new markets and products;
· expand its value-add and OEM sales strategy;
· continue to develop higher-margin products and improve mix and operational efficiencies; and
· further develop its technology and innovation leadership.
5 Information on Vesuvius
In addition to the information below, further information on Vesuvius is set out in the Cookson Circular and Vesuvius Prospectus, both of which are being made available to Cookson Shareholders today.
5.1 Vesuvius
Following the Demerger, Vesuvius will comprise the former Engineered Ceramics and Precious Metals Processing divisions of Cookson. Vesuvius will be organised into three business segments:
· Steel, comprising the Engineered Ceramics division's Steel Flow Control and Advanced Refractories businesses;
· Foundry, comprising the Engineered Ceramics division's Foundry Technologies and Fused Silica businesses; and
· Precious Metals Processing.
Vesuvius is a global leader in metal flow engineering, developing, manufacturing and marketing mission critical advanced ceramic consumable products and systems to demanding applications, primarily in the global steel and foundry industries and in industries that require refractory materials for high temperature, abrasion resistant and corrosion resistant applications such as the aluminium, cement, glass and solar industries. In addition, Vesuvius supplies fabricated precious metals (primarily gold, silver, platinum and palladium) to the jewellery industry in Europe and has significant precious metals recycling operations.
The split by end-market of Vesuvius' 2011 revenue3 was 52 per cent. steel production, 29 per cent. foundry, 7 per cent. precious metal processing, 10 per cent. other process industries and 2 per cent. solar.
The geographic split of Vesuvius' 2011 revenue3 was 42 per cent. developing markets and 58 per cent. developed markets, with 28 per cent. in Asia-Pacific, 36 per cent. in Europe, 23 per cent. in NAFTA and 13 per cent. in the rest of the world. Vesuvius had revenue3 of £1,818 million and an adjusted trading profit2 of £191 million in the year ended 31 December 2011. As at 30 June 2012, Vesuvius had approximately 12,100 employees.
Vesuvius has developed close, collaborative relationships with industry-leading customers and OEMs and, due to the specialised nature of its products and the high volume in which they are consumed, has developed a global network closely aligned with its customers' locations, with some 70 major manufacturing facilities across the world. The Board attributes Vesuvius' growth to exposure to developing markets, as well as increasing penetration of its products within these markets, underpinned by leading technology and service capabilities.
In recent months, as disclosed in the interim management statement released by Cookson on 8 October 2012, Vesuvius has been experiencing weakening demand for its products as a result of cyclical declines in production levels in its end-markets. Management has already taken a number of short-term actions including reducing temporary workers and overtime, a hiring freeze and curtailment of discretionary costs. Vesuvius has a number of further measures available to implement in the event that a more substantial restructuring is required such as subsidised working hour reduction schemes, permanent headcount reductions and permanent facility closures. Such more substantial restructuring measures were implemented during the 2008/09 financial crisis and allowed the Engineered Ceramics division to maintain positive trading margins and significant positive cash inflows notwithstanding the unprecedented fall in revenue experienced at that time.
5.2 Strategy and key strengths
The Vesuvius Directors believe that Vesuvius benefits from the following key strengths:
· strong market positions serving attractive long-term growth end-markets with capacity to outperform underlying end-market growth;
· long-standing, blue chip customer partnerships;
· mission critical, low cost consumable products enabling value pricing;
· technology and know-how leadership; and
· drive for cost leadership and flexibility to manage downturns.
The key elements of Vesuvius' strategy are to:
· maintain its technology and innovation leadership position;
· enlarge the addressable market through increasing penetration of existing and new value-added solutions;
· leverage strong developing market position to capture growth;
· improve cost leadership and margins; and
· build a comprehensive offering in metal casting engineering.
6 The Alent and Vesuvius Boards
The Alent and Vesuvius Boards will comprise a combination of existing Cookson Directors and new directors.
Jeff Harris and Nick Salmon, the current Chairman and Chief Executive, respectively, of Cookson, will retire from Cookson following the Demerger and will not serve on either the Alent Board or the Vesuvius Board. Mike Butterworth, the current Finance Director of Cookson, will remain with Cookson to oversee a smooth transition after the Demerger, providing services to both Alent and Vesuvius (including acting as the Interim Finance Director of Alent until a permanent appointee has joined Alent), but is expected to step down from Cookson by 29 March 2012, once Alent and Vesuvius have completed their year end accounts in respect of 2012.
6.1 Alent Board
The Alent Board will comprise:
|
Name |
|
|
Position |
|
Peter Hill CBE |
|
|
Chairman |
|
Steve Corbett |
|
|
Chief Executive |
|
Mike Butterworth |
|
|
Interim Finance Director* |
|
Dr Emma FitzGerald |
|
|
Non-Executive Director |
|
Lars Förberg |
|
|
Non-Executive Director |
|
Noël Harwerth |
|
|
Non-Executive Director |
|
Jan Oosterveld |
|
|
Non-Executive Director |
|
Mark Williamson |
|
|
Non-Executive Director |
*Discussions with a potential permanent Finance Director to succeed Mike Butterworth are at an advanced stage and it is expected that the relevant candidate will take up his position early in the New Year.
6.2 Vesuvius Board
The Vesuvius Board will comprise:
|
Name |
|
Position |
|
John McDonough CBE |
|
Chairman |
|
François Wanecq |
|
Chief Executive |
|
Chris O'Shea |
|
Finance Director |
|
Christer Gardell |
|
Non-Executive Director |
|
Jeff Hewitt |
|
Non-Executive Director |
|
Jan Oosterveld |
|
Non-Executive Director* |
|
John Sussens |
|
Non-Executive Director* |
* Jan Oosterveld and John Sussens intend to retire as Vesuvius Directors immediately following Vesuvius' 2013 annual general meeting, subject to the appointment of their successors.
7 Financial effects of the Proposals
The Board expects upfront, one-off cash costs arising on the Demerger to be approximately £35 million, comprising taxation costs of approximately £10 million, debt refinancing costs of approximately £5 million and professional fees and other costs of approximately £20 million. These costs are expected to be split approximately £20 million in respect of Vesuvius and approximately £15 million in respect of Alent. The Board expects the aggregate level of on-going, incremental costs to the businesses resulting from the Demerger to be approximately £3 million per annum, relating to additional central headquarters costs and higher borrowing costs. This level of on-going, incremental costs is significantly lower than was previously indicated in the 17 May interim management statement.
In addition to the above, a one-off cash payment, currently estimated at approximately £32 million, will be made into the UK Plan (a defined benefit plan) at Demerger ("mitigation payment"). This payment, which has been approved by the UK pensions regulator, effectively represents accelerated funding into the UK Plan as a consequence of an agreement by Cookson with the UK Plan Trustee whereby the UK Plan liabilities of the Alent employers who participated in the UK Plan will be discharged in full on the Demerger; the UK Plan remaining fully with Vesuvius following the Demerger. The US pension regulator has confirmed that no additional cash payments are required to be made into any of the US pension plans as a result of the Demerger.
8 Dividend policy of Cookson, Alent and Vesuvius
8.1 Cookson
Cookson announced on 25 July 2012 that it was declaring an interim dividend of 7.50 pence per share that was paid on 15 October 2012 to Shareholders on the Register as at 14 September 2012. Following the Demerger, it is intended that the first dividend to both Alent and Vesuvius Shareholders will be the final dividend for the year ending 31 December 2012.
The Alent Board and Vesuvius Board have agreed that their current intention, subject to completion of the Demerger, general market conditions and trading performance, and consistent with the current Cookson dividend policy, is to recommend final dividends for 2012 that aggregate to 15.0 pence per Cookson Share. Vesuvius intends to pay 9.5 pence per Vesuvius Share and Alent intends to pay 5.5 pence per Alent Share, with each to be paid to shareholders in June 2013 following the standard shareholder approval process and what was Cookson's normal timetable for a final dividend payment.
8.2 Alent
Alent expects to be a highly cash generative business with the opportunity for attractive capital investment to enhance its growth prospects, both through organic investments, including new product development, and bolt on acquisitions. The Alent Board intends to pursue a dividend policy that reflects this strategy whilst also delivering shareholders high quality, long-term dividend growth. The first dividend under this new policy is expected to be declared at the interim results for the half year ending 30 June 2013.
8.3 Vesuvius
Vesuvius expects to be strongly cash generative and is a well invested business. The Vesuvius Board recognises the importance of cash distributions and intends to deliver attractive returns to shareholders, including long term dividend growth. All decisions will take into account Vesuvius' underlying earnings, cash flows, capital investment plans and the prevailing market outlook. The first dividend under this new policy is expected to be declared at the interim results for the half year ending 30 June 2013.
9 Debt arrangements and capital structure
9.1 Overview
Cookson had net debt as at 30 June 2012 of £451 million representing approximately 1.3 times Cookson EBITDA for the 12 months ended 30 June 2012. The Board intends that the current net debt of Cookson will be split between Vesuvius and Alent on Demerger broadly in proportion to their respective EBITDA for the 12 months prior to Demerger giving both groups strong balance sheets. The approximate split of Cookson Group's net debt at the date of the Demerger is expected to be two-thirds for Vesuvius and one-third for Alent.
9.2 Alent
Alent has agreed a new revolving credit facility of £300 million which becomes available shortly before the Demerger Effective Time and matures on 20 September 2017. This new credit facility is provided by a group of nine leading banks and carries a margin over LIBOR of between 1.25 per cent. and 2.25 per cent., depending on the ratio of consolidated net borrowings of Alent to proforma EBITDA. At the level of leverage expected immediately following the Demerger, the new margin over LIBOR will be 1.50 per cent.
9.3 Vesuvius
Vesuvius will assume at the Demerger Effective Time, subject to the amendments below, the existing Cookson committed debt facilities, including its $250 million US Private Placement Loan Notes and its £600 million revolving credit facility which matures in April 2016.
The Notes were issued on 16 December 2010 in two series, $110 million 4.16 per cent. Series A Senior Notes with the unpaid principal amount due on 16 December 2017 and $140 million 4.87 per cent. Series B Senior Notes with the unpaid principal amount due on 16 December 2020. The terms of the loan note agreement have been amended to enable the Demerger to take place with an increase in coupon of each series of 0.1 per cent.
Similarly, the terms of the revolving credit facility have been amended to enable the Demerger to take place, with an increase of 0.1 per cent. to the margin over LIBOR. Shortly before the Demerger, the size of the revolving credit facility will be reduced from £600 million to £425 million. At the level of leverage expected immediately following the Demerger, the margin over LIBOR will be 1.05 per cent.
10 Remuneration policy and employee share plans
The remuneration of the Executive Directors will comprise base salary, annual incentive, long-term incentive and retirement benefits. This is similar to Cookson except that it is simpler as it excludes both bonus deferral of the annual incentive and the matching shares which formed part of the LTIP.
The overall intention is that this will result, in broad terms and as far as possible, in a "no gain - no loss" position for Executive Directors as compared with the pre-Demerger Cookson remuneration arrangements, aside from some individuals who are either new hires or promotions.
The structure of the Demerger will mean that outstanding awards granted under the LTIP will be rolled over and continue to exist post-Demerger (with no vesting at the Demerger taking effect). The vesting of these LTIP awards will continue to be subject to the satisfaction of relative TSR and headline EPS growth performance targets and subject to the rules of the LTIP. These rolled-over LTIP awards will be "equivalent" to the LTIP awards previously held. They will have comparable performance conditions and the market value of the shares in a rolled-over award immediately after the rollover will be the same as the market value of the shares immediately before the rollover. The Proposals will not result in the early vesting of LTIP awards.
11 Shareholder and Court approvals required
Due to the size of the transaction, the Demerger needs to be approved by Cookson Shareholders pursuant to the Listing Rules. Various aspects of the Proposals also need to be approved by Cookson Shareholders to satisfy certain other legal requirements.
A detailed description of the Proposals is set out in the Circular being sent to Cookson Shareholders today. The Proposals can be implemented only if they receive sufficient support from Cookson Shareholders at both the Court Meeting and the General Meeting on 26 November 2012.
Notices convening the Court Meeting and the General Meeting at which the approvals for the Proposals are being sought from Cookson Shareholders are set out in the Circular. Both Meetings will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 26 November 2012, with the Court Meeting beginning at 10.00 a.m. and the General Meeting beginning at 10.15 a.m. (or, if later, immediately following the conclusion or adjournment of the Court Meeting).
1 Net sales value is revenue excluding commodity metals where the costs of these are passed through to customers
2 Trading profit is restated on a 'stand alone' basis - see section headed 'Financial Information'
3 Includes the Precious Metals Processing division at net sales value (being revenue excluding precious metals content)
FINANCIAL INFORMATION
Alent income statement "stand alone" reconciliation
The financial statements for Alent previously disclosed in Cookson's Annual Reports and interim results announcements (i.e. the Performance Materials division) and as included in the Alent Prospectus (1 November 2012) are presented on the basis of Cookson's historic central/PLC cost structure rather than Alent's expected central/PLC cost structure going forward. For the year ending 31 December 2013, the central headquarters costs which will need to be deducted from the aggregate results for the two Alent businesses, Assembly Materials and Surface Chemistries, to arrive at the results for the Alent business as a whole, are expected to be approximately £6 million.
A reconciliation of EBIT and EBITDA as previously reported to EBIT and EBITDA as if Alent had been a "stand alone" business throughout, is shown in the table below.
|
2008 |
2009 |
2010 |
2011 |
H1 2011 |
H1 2012 |
|
|
EBIT |
||||||
|
As previously reported1 |
51.7 |
39.2 |
71.0 |
99.6 |
45.0 |
50.0 |
|
Add back 'old' central cost allocations |
2.1 |
1.7 |
3.6 |
2.3 |
1.5 |
0.4 |
|
Estimated central / PLC costs for Alent |
(6.0) |
(6.0) |
(6.0) |
(6.0) |
(3.0) |
(3.0) |
|
Estimated 'stand alone' |
47.8 |
34.9 |
68.6 |
95.9 |
43.5 |
47.4 |
|
EBITDA |
||||||
|
As previously reported1 |
61.0 |
48.5 |
79.7 |
108.1 |
49.2 |
54.3 |
|
Add back 'old' central cost allocations |
2.1 |
1.7 |
3.6 |
2.3 |
1.5 |
0.4 |
|
Estimated central / PLC costs for Alent |
(6.0) |
(6.0) |
(6.0) |
(6.0) |
(3.0) |
(3.0) |
|
Estimated 'stand alone' |
57.1 |
44.2 |
77.3 |
104.4 |
47.7 |
51.7 |
Note
1 Previously reported as the Performance Materials division in Cookson's Annual Reports and interim results announcements.
Vesuvius income statement "stand alone" reconciliation
The financial statements for Vesuvius previously disclosed in Cookson's Annual Reports and interim results announcements (i.e. the Engineered Ceramics and Precious Metals Processing divisions) and as included in the Vesuvius Prospectus (1 November 2012) are presented on the basis of Cookson's historic central/PLC cost structure rather than Vesuvius' central/PLC cost structure going forward. For the year ending 31 December 2013, central headquarters costs which will need to be deducted from the aggregate segmental results for Vesuvius' three businesses to arrive at the results for the Vesuvius business as a whole, are expected to be approximately £14 million.
A reconciliation of EBIT and EBITDA as previously reported to EBIT and EBITDA as if Vesuvius had been a 'stand alone' business throughout, is shown in the table below.
|
£m |
2008 |
2009 |
2010 |
2011 |
H1 2011 |
H1 20122 |
||
|
EBIT |
||||||||
|
As previously reported1,3 |
183.4 |
72.5 |
181.1 |
190.6 |
100.9 |
91.2 |
||
|
Add back 'old' central cost allocations |
5.4 |
4.7 |
9.0 |
5.8 |
3.7 |
1.2 |
||
|
Add back 'old' unallocated Corporate Costs |
7.6 |
7.3 |
9.0 |
8.8 |
4.3 |
5.0 |
||
|
Estimated central/PLC costs for Vesuvius |
(14.0) |
(14.0) |
(14.0) |
(14.0) |
(7.0) |
(7.0) |
||
|
Estimated 'stand alone' |
182.4 |
70.5 |
185.1 |
191.2 |
101.9 |
90.4 |
||
|
EBITDA |
||||||||
|
As previously reported1,3 |
223.7 |
116.8 |
226.5 |
238.3 |
124.4 |
114.3 |
||
|
Add back 'old' central cost allocations |
5.4 |
4.7 |
9.0 |
5.8 |
3.7 |
1.2 |
||
|
Add back 'old' unallocated Corporate Costs |
7.6 |
7.3 |
9.0 |
8.8 |
4.3 |
5.0 |
||
|
Estimated central/PLC costs for Vesuvius |
(14.0) |
(14.0) |
(14.0) |
(14.0) |
(7.0) |
(7.0) |
||
|
Estimated 'stand alone' |
222.7 |
114.8 |
230.5 |
238.9 |
125.4 |
113.5 |
||
Notes
1 Previously reported as a combination of the Engineered Ceramics and Precious Metals Processing divisions and corporate costs in Cookson's Annual Reports and interim results announcements
2 Results for H1 2012 include the following amounts in respect of the US operations of the Precious Metals Processing division which were disposed of in May 2012: EBIT of £1.7m and EBITDA of £1.7m
3 Results for FY 2008 assume that Foseco plc had been acquired on 1 January 2008, rather than on 4 April 2008
Additional guidance
The following table details management's expectations for a number of income statement or cash flow items in respect of the years ending 31 December, 2012 and 2013.
|
|
Vesuvius |
Alent |
||
|
|
2012 |
2013 |
2012 |
2013 |
|
Capital expenditure |
c.£50m |
c.£45m |
c.£20m |
c.£22m |
|
|
(1.1 times depreciation) |
(1.0 times depreciation) |
(2.2 times depreciation) |
(2.0 times depreciation) |
|
Restructuring: |
|
|
|
|
|
Charge |
c.£35m (£30m non-cash) |
c.£5m |
c.£5m |
c.£2m |
|
Cash spend |
c.£10m |
c.£5m |
c.£3m |
c.£2m |
|
Pension top-ups: |
||||
|
UK |
£7m |
£7m per annum Revised after triennial valuation in mid 2013 |
n/a |
n/a |
|
US |
$7m (£4m) |
$6m (£4m), but voluntary |
$3m (£2m) |
$4m (£2m), but voluntary |
|
Tax: |
||||
|
Effective tax rates |
c.23.5% |
24 - 25% |
c.23.5% |
23 - 24% |
|
US tax losses (gross/net) |
|
$530m/$204m (£342m/£131m) (as at 31 December 2011) |
|
$260/$99m (£165m/£63m) (as at 30 June 2012) |
DEFINITIONS
In this announcement the following words and expressions have the following meanings, unless the context requires otherwise:
|
Advanced Refractories Business |
The Advanced Refractories Business of Vesuvius. |
|
Alent |
(i) if used to refer to a time before the Demerger Effective Time, Alent plc and the companies holding or operating the Alent Business in the Cookson Group (or, following the Scheme Effective Time but prior to the Demerger Effective Time, the companies holding or operating the Alent Business in Vesuvius); and (ii) if used to refer to a time after the Demerger Effective Time, Alent plc and its subsidiaries and subsidiary undertakings from time to time holding or operating the Alent Business. |
|
Alent Board or Alent Directors |
The board of directors of Alent plc, and "Alent Director" means any member of the Alent Board, as the context so requires. |
|
Alent Business |
The Performance Materials division of Cookson, operated and held through a number of subsidiaries owned by Cookson (or Vesuvius plc as the context may require) and all of the trade marks, brand names and intellectual property associated with the division, which is proposed to be demerged in accordance with the Demerger Agreement and will be owned by Alent plc following the Demerger Effective Time. |
|
Alent Capital Reduction |
The proposed reduction of the nominal value of the Alent Shares to be undertaken after the Demerger Effective Time. |
|
Alent plc |
Alent plc (incorporated in England and Wales under the Companies Act with registered number 8197966), whose registered office is at Forsyth Road, Sheerwater, Woking, Surrey GU21 5RZ. |
|
Alent Prospectus |
The prospectus prepared by Alent plc in accordance with the Prospectus Rules and published in relation to Alent and the Alent Shares. |
|
Alent Shareholders |
Holders of Alent Shares. |
|
Alent Shares |
(i) prior to the Alent Capital Reduction becoming effective, the ordinary shares in the capital of Alent plc with a nominal value determined by the Alent Board prior to issue; and |
|
|
(ii) subsequent to the Alent Capital Reduction becoming effective, the ordinary shares of 10 pence in the capital of Alent plc. |
|
Assembly Materials or Assembly Materials business |
the Assembly Materials business of Alent. |
|
BGA |
Ball grid array |
|
Board |
The board of directors of Cookson. |
|
BofA Merrill Lynch |
Merrill Lynch International, incorporated in England and Wales with registered number 02312079 and its registered office address at 2 King Edward Street, London EC1A 1HQ. |
|
Companies Act |
The Companies Act 2006. |
|
Cookson |
Cookson Group plc (to be renamed Cookson Group Limited pursuant to the Proposals) (incorporated and registered in England and Wales with registered number 251977), whose registered office is at 165 Fleet Street, London EC4A 2AE. |
|
Cookson Board or Cookson Directors |
The board of directors of Cookson and "Cookson Director" means any member of the Cookson Board. |
|
Cookson Capital Reduction |
The proposed reduction of the share capital of Cookson, involving the cancellation of the Cookson Shares pursuant to the Scheme. |
|
Cookson Group |
Cookson, its subsidiaries, its holding companies, and the subsidiaries of its holding companies, from time to time. |
|
Cookson LTIP |
Cookson Long term incentive plan. |
|
Cookson Shareholders |
Holders of Cookson Shares. |
|
Cookson Shares |
The ordinary shares of £1.00 each in the capital of Cookson. |
|
Court |
The High Court of Justice in England and Wales. |
|
Court Meeting |
The meeting of the Cookson Shareholders to be convened pursuant to an order of the Court and to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 10.00 a.m. on 26 November 2012 for the purposes of considering and, if thought fit, approving the Scheme and any adjournment of such meeting. |
|
Delisting Resolution |
The special resolution numbered (3) to be proposed at the General Meeting. |
|
Demerger |
The proposed demerger of the Performance Materials division from the Cookson Group on the terms and subject to the conditions set out in the Demerger Agreement. |
|
Demerger Agreement |
The agreement relating to the Demerger between Cookson, Alent plc and Vesuvius plc. |
|
Demerger and Reductions Resolution |
The Special Resolution numbered (2) to be proposed at the General Meeting. |
|
Demerger Effective Time |
The time at which the Demerger becomes effective, expected to be before 8.00 a.m. (London time) on 19 December 2012. |
|
EBITDA |
Earnings before interests, taxes, depreciation and amortisation. |
|
Engineered Ceramics division |
The division of the Cookson Group which trades under the Vesuvius and Foseco brand names and which supplies (i) advanced ceramic consumable products and systems to the global steel industry and the global foundry industry and (ii) specialty ceramic products to the glass and solar industries advanced. |
|
EPS |
Earnings per share. |
|
Executive Directors |
The executive directors of Cookson, Alent plc or Vesuvius plc, as the context may require. |
|
Foundry or Foundry business |
The Foundry business of Vesuvius. |
|
FSA |
The UK Financial Services Authority. |
|
FSMA |
The Financial Services and Markets Act 2000 (as amended). |
|
Fused Silica Business |
The Fused Silica Business of Vesuvius. |
|
General Meeting |
The general meeting of Cookson Shareholders to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ at 10.15 a.m. on 26 November 2012 (or as soon thereafter as the Court Meeting shall have concluded or been adjourned), and any adjournment of such meeting. |
|
holder |
A registered holder of shares, including any person entitled by transmission. |
|
J.P. Morgan Cazenove |
J.P. Morgan Securities plc, incorporated in England and Wales with registered number 02711006 and its registered office address at 25 Bank Street, Canary Wharf, London E14 5JP. |
|
Interim management statement |
The Cookson Interim Management Statement covering current trading, its financial position and outlook. |
|
LIBOR |
London inter-bank offer rate. |
|
Listing Rules |
The listing rules made by the FSA pursuant to section 73A of the FSMA. |
|
London Stock Exchange |
London Stock Exchange plc. |
|
Meetings |
The Court Meeting and the General Meeting, and "Meeting" means either of them. |
|
members |
Unless the context otherwise requires, members of Cookson, Alent plc or Vesuvius plc, as the case may be, on the relevant register of members at any relevant date. |
|
NAFTA |
North American Free Trade Agreement. |
|
Non-Executive Director |
The non-executive directors of Cookson, Alent plc or Vesuvius plc, as the context may require. |
|
OEM |
Original Equipment Manufacturer. |
|
Official List |
The official list of the UK Listing Authority. |
|
PCB |
Printed Circuit Board, a type of circuit board which has conducting tracks superimposed or printed on one or both sides. May refer to a board either before or after the assembly process. Also referred to as a printed wiring board ("PWB") in the US. |
|
Pensions regulator |
The UK Pensions Regulator of work-based pension schemes, established under the Pensions Act 2004, as amended. |
|
Performance Materials division |
The division of the Cookson Group which supplies electronics assembly materials and advanced surface treatment and plating chemicals, including the Joining Technologies business, a supplier of solder, fluxes, adhesives and related products and the surface chemistries business, a supplier of electro-plating chemicals. |
|
Precious Metals Processing division, Precious Metals, Precious Metals business or PMP |
The business units of the Cookson Group which supply fabricated precious metals (primarily gold, silver, platinum and palladium) to the jewellery industry in the UK, France and Spain and are involved in the recycling of precious metals. |
|
premium listing |
A listing by the FSA by virtue of which a company is subject to the full requirements of the Listing Rules. |
|
Proposals |
The Reorganisation, the Resolutions, the Scheme, the Demerger and the Reductions. |
|
Prospectus Rules |
The prospectus rules made by the FSA pursuant to section 73A of the FSMA. |
|
Reductions |
The Cookson Capital Reduction, the Alent Capital Reduction and Vesuvius Capital Reduction. |
|
Register |
The register of members of Cookson. |
|
Reorganisation |
The proposed reorganisation of the Cookson Group to be effected prior to the Demerger Effective Time. |
|
Resolutions |
The resolutions, as set out in the notice of General Meeting, to be proposed at the General Meeting, including the Scheme Resolution, the Demerger and Reductions Resolution, the Delisting Resolution and the Share Plans Resolutions. |
|
Rothschild |
N M Rothschild & Sons Limited, a company incorporated in England and Wales with registered number 00925279 and whose registered address is at New Court, St. Swithin's Lane, London EC4N 8AL. |
|
Scheme |
The scheme of arrangement proposed to be made under Part 26 of the Companies Act between Cookson and the Cookson Shareholders, with or subject to any modification, addition or condition approved or imposed by the Court and agreed to by Cookson and Vesuvius plc. |
|
Scheme Effective Time |
The date and time at which the Scheme becomes effective in accordance with its terms, expected to be at around 9.00 p.m. on 14 December 2012. |
|
Scheme Resolution |
The special resolution numbered (1) to be proposed at the General Meeting. |
|
Shareholder |
A holder of Cookson Shares, Alent Shares or Vesuvius Shares, as the context requires. |
|
Share Plans Resolutions |
The ordinary resolutions numbered 4 and 5 (inclusive) to be proposed at the General Meeting. |
|
Steel or Steel business |
The Steel business of Vesuvius. |
|
Steel and Foundry or Steel and Foundry business |
The Steel and Foundry business of Vesuvius. |
|
Surface Chemistries or Surface Chemistries business |
The Surface Chemistries business of Alent. |
|
TSR |
Total shareholder return. |
|
UBS |
UBS Limited, incorporated in England and Wales with registered number 02035362 and its registered office address at 1 Finsbury Avenue, London EC2M 2PP. |
|
UK or United Kingdom |
The United Kingdom of Great Britain and Northern Ireland. |
|
UK Listing Authority or UKLA |
The Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA. |
|
UK Plan |
The defined benefit pension plan of Cookson Group. |
|
UK Plan Trustee |
A Trustee of the UK Plan. |
|
US or United States |
The United States of America, its territories and possessions, any state of the United States and the District of Columbia. |
|
US Private Placement Loan Notes or Notes |
the loan notes issued by Cookson on 16 December 2010 in an aggregate principal amount of U.S. $250,000,000. |
|
Vesuvius |
(i) if used to refer to a time before the Scheme Effective Time, Vesuvius plc and Cookson and their respective subsidiaries and subsidiary undertakings from time to time; and (ii) if used to refer to a time after the Scheme Effective Time or if the Scheme does not become effective, Vesuvius plc and its subsidiaries and subsidiary undertakings (including Cookson) from time to time which, for the avoidance of doubt, includes Alent prior to the Demerger Effective Time and excludes Alent after the Demerger Effective Time. |
|
Vesuvius Board or Vesuvius Directors |
The board of directors of Vesuvius plc and "Vesuvius Director" means any member of the Vesuvius Board. |
|
Vesuvius Capital Reduction |
The proposed reduction of the nominal value of the Vesuvius Shares to be undertaken after the Scheme Effective Time. |
|
Vesuvius plc |
Vesuvius plc (incorporated in England and Wales under the Companies Act with registered number 8217766), whose registered office is at 165 Fleet Street, London EC4A 2AE. |
|
Vesuvius Shareholders |
Holders of Vesuvius Shares. |
|
Vesuvius Shares |
(i) prior to the Vesuvius Capital Reduction becoming effective, the ordinary shares in the capital of Vesuvius plc of such nominal value as shall be determined in accordance with preliminary (C) of the Scheme; and |
|
|
(ii) subsequent to the Vesuvius Capital Reduction becoming effective, the ordinary shares of 10 pence each in the capital of Vesuvius plc. |
This announcement is not a prospectus but an advertisement and investors should not acquire any new ordinary shares in either Alent plc or Vesuvius plc referred to in this announcement except on the basis of the information contained in the prospectuses to be published by Alent plc and Vesuvius plc and any supplement or amendment thereto.
A copy of the Alent Prospectus, when published, will be available on the Cookson website at www.cooksongroup.co.uk. The Alent Prospectus, when published, will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.
A copy of the Vesuvius Prospectus, when published, will be available on the Cookson website at www.cooksongroup.co.uk. The Vesuvius Prospectus, when published, will also be available for inspection during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.
This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities or investment advice in any jurisdiction.
The securities to which this announcement relate have not been and are not required to be registered under the US Securities Act of 1933 (the "US Securities Act"). These securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of these securities or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.
Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser and sponsor to Cookson and as financial adviser and sponsor to the listing of Alent plc and Vesuvius plc and for no one else in connection with the Proposals and will not be responsible to anyone other than Cookson, Alent plc and Vesuvius plc for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Proposals or any other matter or arrangement referred to in this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.
Each of BofA Merrill Lynch and J.P. Morgan Cazenove is acting for Cookson as joint broker in connection with the listing of Alent plc and Vesuvius plc and, subject to the following paragraphs, will not be responsible to anyone other than Cookson for providing the protections afforded to its clients or for providing advice in relation to this document and the Proposals or for providing advice in connection with the proposed listing or admission to trading of the Alent Shares and Vesuvius Shares or any other matters referred to in this document, other than to the extent required by law or appropriate regulation in the United Kingdom. Each of BofA Merrill Lynch and J.P. Morgan Cazenove is authorised and regulated in the United Kingdom by the Financial Services Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.
Each of BofA Merrill Lynch and UBS is acting for Alent plc as joint broker in connection with the listing of Alent plc and, subject to the preceding and following paragraphs, will not be responsible to anyone other than Alent plc for providing the protections afforded to its respective clients or for providing advice in relation to this document and the Proposals or for providing advice in connection with the proposed listing or admission to trading of the Alent Shares or any other matters referred to in this document, other than to the extent required by law or appropriate regulation in the United Kingdom. Each of BofA Merrill Lynch and UBS is authorised and regulated in the United Kingdom by the Financial Services Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.
Each of BofA Merrill Lynch and J.P. Morgan Cazenove is acting for Vesuvius plc as joint broker in connection with the listing of Vesuvius plc and, subject to the preceding paragraphs, will not be responsible to anyone other than Vesuvius plc for providing the protections afforded to its respective clients or for providing advice in relation to this document and the Proposals or for providing advice in connection with the proposed listing or admission to trading of the Vesuvius Shares or any other matters referred to in this document, other than to the extent required by law or appropriate regulation in the United Kingdom. Each of BofA Merrill Lynch and J.P. Morgan Cazenove is authorised and regulated in the United Kingdom by the Financial Services Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder.
This announcement includes statements that are, or may be deemed to be, "forward-looking statements", including within the meaning of Section 27A of the US Securities Act and Section 21E of the US Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "anticipates", "believes", "estimates", "expects", "intends", "may", "plans", "projects", "should" or "will", or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement and include, but are not limited to, statements regarding Cookson and/or Alent plc and/or Vesuvius plc and their respective groups' intentions, beliefs or current expectations concerning, amongst other things, results of operations, prospects, growth, strategies and expectations of their respective businesses.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of Cookson and/or Alent plc and/or Vesuvius plc and their respective groups' operations and the development of the markets and the industry in which they operate or are likely to operate and their respective operations may differ materially from those described in, or suggested by, the forward-looking statements contained in this announcement. In addition, even if the results of operations and the development of the markets and the industry in which Cookson and/or Alent plc and/or Vesuvius plc and their respective groups operate, are consistent with the forward-looking statements contained in this announcement, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements, including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations or advancements in research and development.
Forward-looking statements may, and often do, differ materially from actual results. Any forward-looking statements in this announcement reflect Cookson and/or Alent plc and/or Vesuvius plc and their respective groups' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to Cookson and/or Alent plc and/or Vesuvius plc and their respective groups' operations, results of operations and growth strategy.
None of Cookson, Alent plc or Vesuvius plc nor any member of their respective groups undertakes any obligation to update the forward-looking statements to reflect actual results or any change in events, conditions or assumptions or other factors unless otherwise required by applicable law or regulation.
Overseas Shareholders
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to other jurisdictions should inform themselves of, and observe, any applicable requirements.
The Demerger relates to 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 a means of arrangement is not subject to proxy solicitation rules under the US Securities Exchange Act of 1934. Accordingly, the Demerger is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of the US proxy solicitation rules.
Copies of this announcement and all documents relating to the Demerger are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Demerger (including custodians, nominees and trustees) must not mail or otherwise distribute or end them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Cookson Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
This information is provided by RNS
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