Publication & posting of documents
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
Proposed demerger of Cookson Group plc's Performance Materials division and the admission to the premium listing segment of the Official List and to trading on the London Stock Exchange of the ordinary shares of each of Vesuvius plc and Alent plc (the Proposals)
Publication and posting of documents
Cookson Group plc (the Company or Cookson) announces that the documents listed below in connection with the Proposals (the Documents) have now been published by the Company and made available to view and to download on the Company's website www.cooksongroup.co.uk.
The Documents comprise:
1. the circular dated 1 November 2012 (the Circular) to Cookson Shareholders which contains, amongst other things, details of the Proposals, including a description of the Scheme, and the notices of the Court Meeting and the General Meeting (together, the Shareholder Meetings);
2. the prospectus relating to admission to the premium listing segment of the Official List and to trading on the London Stock Exchange of up to 278,700,000 ordinary shares of Vesuvius plc; and
3. the prospectus relating to admission to the premium listing segment of the Official List and to trading on the London Stock Exchange of up to 278,700,000 ordinary shares of Alent plc.
Unless stated otherwise, capitalised terms used in this announcement shall have the same meanings as in the Circular.
Copies of the Circular, together with Forms of Proxy for each of the Shareholder Meetings, will be posted later today to Cookson Shareholders.
As an alternative to completing and returning the Forms of Proxy, Cookson Shareholders may submit their Forms of Proxy electronically at www.sharevote.co.uk. For security purposes, shareholders will need the Voting ID, Task ID and shareholder reference number which are given on the Forms of Proxy. Electronic proxies must be received no later than 48 hours before the time appointed for the relevant Meeting. Full details of the action to be taken in relation to the Proposals are contained within the Circular.
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
• 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
The expected timetable of principal events is:
10.00 am on 26 November 2012 Court Meeting of Cookson Shareholders to approve the Scheme
10.15 am on 26 November 2012 General Meeting of Cookson Shareholders to approve various matters relating to the Proposals
14 December 2012 Last day of trading in Cookson Shares
Around 9.00 pm on 14 December 2012 Scheme becomes effective, Vesuvius plc becomes the new top holding company of the entire Cookson Group (including the Performance Materials division)
8.00 am on 17 December 2012 Cancellation of listing of Cookson Shares, Vesuvius Admission and dealings in Vesuvius Shares commence on the London Stock Exchange
Before 8.00 am on 19 December 2012 Demerger becomes effective, Performance Materials division demerged to Alent plc
8.00 am 19 December 2012 Alent Admission and dealings in Alent Shares commence on the London Stock Exchange
The above dates are indicative only and could change depending upon, inter alia, the date upon which the Court sanctions the Scheme and the date upon which the Court confirms the Vesuvius Capital Reduction.
Copies of the Documents will also be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM. In addition, the Documents can be inspected at the Company's registered office at 165 Fleet Street, London EC4A 2AE or at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.
Any Cookson Shareholder who wishes to receive a paper copy of either or both of the Prospectuses may, subject to applicable securities laws, request a copy or copies by telephoning 0871 384 2822 (from within the UK) or +44 121 415 0095 (from outside the UK) between 8.30 a.m. and 5.30 p.m., Monday to Friday (excluding public holidays). Calls to 0871 384 2822 will be charged at 8 pence per minute (excluding VAT) from a UK landline. Other service providers' costs may vary. Calls to +44 121 415 0095 from outside the UK will be charged at applicable international rates. Different charges may apply to calls made from mobile telephones.
About Cookson
Cookson Group plc is a leading materials science group, providing advanced materials and enabling technologies to its customers world-wide, servicing the key end-markets of steel production, foundry castings and electronics.
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. Vesuvius also supplies fabricated precious metals to the jewellery industry in Europe and has significant precious metals recycling operations.
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 accounts for approximately three-quarters of net sales value[1] with the automotive and industrial end-markets the balance.
Contacts
Cookson
Richard Malthouse, Company Secretary Tel: +44(0)20 7822 0000
Maddy Cox-Smith, Investor Relations
MHP Communications
John Olsen Tel: +44 (0)20 3128 8100
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. 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.
[1] Net sales value is revenue excluding commodity metals where the costs of these are passed through to customers
This information is provided by RNS
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