Rights Issue

Cohen(A.) & Co PLC
18 May 2001

18 May 2001


NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO
THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR THE REPUBLIC OF IRELAND


                              A. Cohen & Co. plc


    Proposed 6 for 1 Rights Issue of up to 11,195,160 New Ordinary Shares

                               at 25p per share


    Proposed Sale of Shares and Options in Nonferral Recyclers Limited to
                            Wilmington Pty Limited


                 Proposed Grant of Options to Related Parties


Proposed Enfranchisement of Non-Voting 'A' Ordinary Shares and adoption of New
                           Articles of Association


                       Adoption of Share Option Schemes


Introduction

The Board announces a 6 for 1 Rights Issue of up to 11,195,160 New Ordinary
Shares to raise approximately £2.3 million, net of expenses. The Rights Issue
has been fully underwritten by Old Mutual Securities. The Board also announces
proposals for the enfranchisement of the Non-Voting 'A' Ordinary Shares. On 24
July 2000, the Board announced that it had agreed the unconditional sale of
1.1 million shares in NFR and of its 45 per cent. shareholding in Silec.
Ordinary Shareholders are now being asked to ratify these Unconditional
Transactions at the EGM. In addition, on that date, your Board announced that
agreement had been reached for the sale of the Company's remaining
shareholding in NFR and the grant of certain options, in each case subject to
the consent of Ordinary Shareholders. This consent is now also being sought at
the EGM. It is also intended to adopt the Share Option Schemes to provide
incentives to key personnel.


The Rights Issue, the Enfranchisement and the Related Party Transactions are
conditional upon, inter alia, Shareholders' approval which will be sought at
the Extraordinary General Meeting and at the Separate Class Meetings to be
held immediately thereafter.


Shareholders should be in no doubt of the importance of the Proposals to the
future of the Continuing Group. The Directors believe that the Proposals are
essential steps towards restoring the Company to a secure financial position,
and the Independent Directors therefore strongly urge Shareholders to vote in
respect of the Resolutions, which are inter-conditional. If the Proposals are
not approved, the Company would need to raise further funds, in relation to
both its existing indebtedness and its further working capital requirements.
However, the Board does not believe that such funds could be raised on
acceptable terms, if they could be raised at all. If such funds could not be
raised on acceptable terms, the Board would have to consider urgently
alternative courses of action, such as cessation of trading by the Group or
the initiation of insolvency procedures.


Certain Shareholders (including the Directors), currently holding in aggregate
approximately 28 per cent. of the Company's issued ordinary share capital,
have irrevocably undertaken to vote in favour of the Resolutions.




Background to and reasons for the Disposal

In 1996 the Group began incurring losses, which were aggravated by losses in
its then wholly owned subsidiary, NFR. This resulted in the Group reporting a
loss of approximately £2.6 million for the year ended 31 December 1996,
followed by accumulated losses in the UK of approximately £7.7 million for the
three years ended 31 December 1999. During this same four year period, NFR
reported cumulative losses of approximately £1.8 million. These losses,
together with the reduction in value of overseas investments due to exchange
rate movements, reduced the Group's shareholders' funds from approximately £
18.0 million at 1 January 1996 to approximately £3.6 million at 31 December
1999. During the same period, the Group's liabilities increased from
approximately £19.4 million to approximately £25.5 million.

The circumstances confronting Royce Ritchie on his appointment as Executive
Chairman in August 1999 needed urgent action. This included the closure of
unprofitable businesses and the disposal of other operations to generate funds
and stem losses, in order to satisfy the demands of creditors and banks and
endeavour to achieve profitability.

The initial restructuring involved the sale in September 1999 of the Group's
Glasgow works and of the Company's 50.1 per cent. shareholding in Nonferral
(NZ) Limited to NFR, followed by the flotation on the Australian Stock
Exchange of 49 per cent. of NFR. This generated net cash proceeds of
approximately £1.2 million which enabled the Company to reduce a substantial
part of its indebtedness to the Banking Syndicate and to repay certain other
creditors. This was followed by rationalisation at the Group's Woolwich works
and the associated substantial partial closure costs.

By June 2000, the Company had been in negotiation with the Banking Syndicate
for some time regarding its support for the Group and the provision of
sufficient facilities to fund the Group's UK businesses. The Group was
managing cash on a day-to-day basis and was in excess of the approved
facilities available, which had given rise to the deferral of trade creditors.
On 30 June 2000, the Group was approximately £956,000 overdrawn and had
therefore exceeded its formal overdraft limit of £794,000 and was fully drawn
on its term loans. The temporary excess provided by the Banking Syndicate had
been fully drawn down and the cash flow forecasts for July and August 2000
showed further cash requirements for which the Group had no facilities
available. The Banking Syndicate was pressing for repayment ahead of unsecured
creditors and the Group needed to satisfy both to avoid the appointment of a
receiver. The directors of the Company at that time formed the view that the
outcome of an insolvency process was unlikely to provide a meaningful return
to unsecured creditors, and highly unlikely to leave a residue available to
Shareholders.

In parallel with this, Wilmington, a company with which Royce Ritchie is
associated, proposed new funding, which would involve a guarantee from
Wilmington, or financiers introduced by Wilmington, of sufficient size to
facilitate the refinancing of the Group in the short term. There were further
conditions attached to this proposal, including the conditional sale of the
Group's remaining shareholding in NFR, the dilution of the Cohen Family's
shareholdings, which then represented approximately 51 per cent. of the
Ordinary Shares, and the resignation of certain directors of the Company.

By early July 2000, the pressure from the Banking Syndicate for the repayment
of loans due to it, amounting to approximately £1.1 million, was intense. In
addition, the Company received a statutory demand in relation to obligations
associated with the lease of its then head office premises in central London.
This, together with pressure from the Group's other creditors, necessitated
swift action. An arrangement was negotiated to settle the statutory demand and
surrender the lease on payment of £117,500, a discount of approximately 50 per
cent. to the amount owed to the landlord.

Whilst the directors of the Company at that time had preliminary conversations
with other parties, no alternative offer of funding was received. They
received advice that there was little prospect that the Group could trade out
of its cash flow difficulties, that it urgently required refinancing and that,
given the unwillingness of the Banking Syndicate to provide support for a
sufficient period to allow the directors of the Company at that time to
explore further options, the then board of directors had a choice between
accepting the proposed funding by Wilmington or commencing an insolvency
process.

Negotiations between the independent directors of the Company at that time,
Royce Ritchie (on behalf of Wilmington) and an unconnected third party were
proceeding. The intention was that, once terms had been agreed, dispensation
would be sought from the UK Listing Authority to permit the immediate sale by
the Company of 1.1 million shares in NFR (representing approximately 3.4 per
cent. of NFR's issued share capital) to the unconnected third party buyer,
without making the sale conditional on Ordinary Shareholders' approval. The
immediate sale was necessary in order to satisfy Wilmington's requirement that
NFR should cease to be a subsidiary of the Company, thus permitting NFR (UK)
to purchase shares in the Company free of company law restrictions on
companies purchasing shares in their holding company. This enabled NFR to buy
160,000 Ordinary Shares (representing approximately 20 per cent. of the
Company's then issued ordinary share capital), which it duly did.

Final terms had still not been agreed between Wilmington and the independent
directors of the Company at that time when, on the night of Friday 21 July
2000, the Banking Syndicate required repayment of all facilities in full by
Monday 24 July 2000. The Company therefore needed money to pay off the Banking
Syndicate and other creditors in an exceptionally short period of time. In the
face of this ultimatum, advisers of the Company and Wilmington worked over the
weekend to rescue the Group. There was no time to obtain dispensation from the
UK Listing Authority for the sale to be unconditional and therefore the sale
of the 1.1 million shares in NFR was in breach of the Listing Rules. The
following arrangements were therefore entered into on, or shortly after, 24
July 2000:


        1.     the Company entered into an agreement, conditional, inter alia,
        on the approval of Ordinary Shareholders, to sell to Wilmington 6
        million shares in NFR (representing approximately 18.4 per cent. of
        NFR's issued share capital) and options to acquire a further 7.9
        million shares in NFR at the price of 26 cents per share, for an
        aggregate of approximately A$1.6 million in cash. Wilmington paid the
        Company a deposit of A$1 million in cash, with the balance being
        payable following Ordinary Shareholders' approval. The market price of
        NFR shares at that time was 26 cents per share. As security for the
        deposit, the Company granted Wilmington an 'all monies' debenture,
        secured by fixed and floating charges over substantially all the
        assets of the Company, other than its holding of shares in NFR in
        excess of 6 million. This debenture will be released on Completion;


        2.     the Company entered into a further agreement, conditional,
        inter alia, on the approval of Ordinary Shareholders, to sell to
        Wilmington 10 million shares in NFR (representing approximately 30.6
        per cent. of NFR's issued share capital) for A$2.6 million in cash;


        3.     Wilmington replaced the Banking Syndicate as secured lender to
        the Group by paying off the debt of approximately £1.1 million owed to
        the Banking Syndicate;


        4.     in order to satisfy Wilmington's requirement that NFR should
        cease immediately to be a subsidiary of Cohen (thus permitting NFR
        (UK) to purchase the Ordinary Shares referred to in paragraph 5 below
        free of company law restrictions on companies purchasing shares in
        their holding company), the Company sold 1.1 million shares in NFR
        (representing approximately 3.4 per cent. of NFR's issued share
        capital) to an independent third party for A$286,000 in cash;


        5.     NFR purchased the 160,000 Ordinary Shares referred to above
        from the Cohen Family for £80,000;


        6.     the Company sold its 45 per cent. shareholding in Silec, which
        operates a small Australian silver business, to a subsidiary of NFR
        for its net asset value as at 31 December 1999 of approximately
        A$6,000 in cash. This enabled Silec to repay loan accounts due to the
        Company of approximately £159,000; and


        7.     NFR (UK) was granted a phantom option, as described further
        under 'Share options' below.

Financial effects of the Disposal and use of proceeds

The immediate completion of the transactions which were not subject to
Ordinary Shareholders' approval and the A$1 million deposit received from
Wilmington referred to in paragraph 1 above enabled the Group to carry on
trading. These transactions also enabled the then directors of the Company and
its auditors to approve the Group's accounts for the year ended 31 December
1999 as a going concern. The balance of the proceeds of the sales of shares in
NFR referred to in paragraphs 1 and 2 above, amounting to approximately £1.2
million, will be used to repay in part the Company's current indebtedness to
Wilmington of approximately £1.4 million.

Information on NFR

NFR is one of Australia's largest secondary aluminium and copper alloy
manufacturers, as well as a trader and recycler of both ferrous and
non-ferrous metal scrap. NFR was a wholly owned subsidiary of the Company
until its flotation on the Australian Stock Exchange in January 2000 at A$0.50
per share. The shares have traded in the range of 16 cents to 52 cents. The
Company currently holds 16 million shares (representing approximately 49.0 per
cent. of NFR's issued share capital) and options to subscribe for 7.9 million
shares in NFR. If the Proposals are approved by the passing of the
Resolutions, all these shares and options will be sold in the Disposal.

NFR achieved a significant improvement in its results for the year ended 31
December 2000, compared to those reported for the same period in 1999. These
results were as a result of strong revenue from non-ferrous and ferrous
trading activities which were significantly above the previous year with all
trading divisions exceeding budget and prior year results. The results were
unfavourably impacted by significant losses in the secondary ingot
manufacturing operations, which were below both budget and prior year results.
Turnover increased from A$124 million to A$171 million with operating profits
of A$311,000 compared to prior year operating losses of A$3.0 million. NFR's
net assets increased by A$5.6 million to A$20.2 million as at 31 December 2000
primarily as a result of the flotation and issue of shares by NFR.

Share options

The following agreements, which have been adjusted to take account of the
Enfranchisement and the Rights Issue, have been entered into by the Company
with Related Parties as phantom option arrangements and are proposed to be
terminated and be replaced by the grant of formal options over Ordinary Shares
on corresponding terms, conditional on Shareholders' approval:

Lassiter

On 24 January 2000, Lassiter was granted, in consideration of the sum of £
1.00, a phantom option which entitles Lassiter to be paid, on exercise at any
time prior to 31 December 2004, the amount by which the market price of 96,372
Ordinary Shares on the date of exercise exceeds 71p per Ordinary Share.

NFR (UK)

On 24 July 2000, NFR (UK), was granted, in consideration of the sum of £1.00,
a phantom option which entitles NFR (UK) to be paid, on exercise at any time
prior to 31 December 2004, the amount by which the market price of 91,583
Ordinary Shares on the date of exercise exceeds 42p per Ordinary Share. The
phantom option was entered into as a requirement of Wilmington in connection
with its purchase of the Group's debt from the Banking Syndicate.

Wilmington

On 6 December 2000, Wilmington was granted, in consideration of the provision
of loan monies of up to A$700,000 at 8.5 per cent. per annum, a phantom option
which entitles Wilmington to be paid, on exercise at any time prior to 31
December 2004, the amount (not exceeding 15p per Ordinary Share whilst the
option is a phantom option) by which the market price of 490,000 Ordinary
Shares on the date of exercise exceeds 42p per Ordinary Share.


Preliminary Announcement

On 30 April 2001, the Company released the Preliminary Announcement. Turnover
for the year decreased by 37 per cent. to £45.0 million, compared with £71.3
million for the previous year. The Group reported an operating profit of £
200,000 (1999: losses of £3.0 million). Shareholders' funds as at 31 December
2000 were £448,000 (£3.6 million as at 31 December 1999).

Current trading and Continuing Group prospects

Shareholders will note from the Preliminary Announcement that trading
conditions in the current financial year continue to be difficult. The current
year is providing additional challenges to the Board as the business
environment has deteriorated. This is placing pressure on both sales and
margins of the much smaller organisation and, taken together with the
continuing finance costs on the increased borrowings necessary to meet the
Group's creditors, is adversely impacting on operating results. The Group has
retained the investment in the Woolwich industrial site, although it is now
substantially under-utilised. There are opportunities to increase the
utilisation of the site which are being investigated. The Board believes that
the prospects of the Continuing Group will be transformed by the Proposals.

Enfranchisement

The share capital of the Company currently comprises Ordinary Shares, which
confer the right to vote at general meetings of the Company, and Non-Voting '
A' Ordinary Shares, which do not confer that right. This structure does not
reflect modern practice for the capital structure of listed companies and the
Board believes that the capital structure should be brought into line with
current practice. Accordingly, a resolution is being proposed at the
Extraordinary General Meeting to enfranchise the Non-Voting 'A' Ordinary
Shares by giving those shares equal rights in all respects with the Ordinary
Shares, including the right to vote at meetings of Shareholders. Currently,
the Non-Voting 'A' Ordinary Shares rank pari passu in all respects with the
Ordinary Shares, except as regards voting rights.

In order to compensate the Ordinary Shareholders for the dilution of their
voting rights, following consultation, the Company will, by the capitalisation
of part of its share premium account, make a scrip issue to Ordinary
Shareholders of one additional Ordinary Share for every six Ordinary Shares
held on the Enfranchisement Record Date, so that an Ordinary Shareholder will
have seven Ordinary Shares for every six currently held. Options to subscribe
for Ordinary Shares will be adjusted in a corresponding manner. Any fractions
of Ordinary Shares to which the Ordinary Shareholders would otherwise be
entitled under the Enfranchisement will not be allotted.

Application has been made to the UK Listing Authority and to the London Stock
Exchange for the current listing and trading of the Non-Voting 'A' Ordinary
Shares to be carried over to those shares after their redesignation as
Ordinary Shares and for the new Ordinary Shares to be issued pursuant to the
Enfranchisement to be admitted to the Official List and to trading on the
London Stock Exchange. It is expected that such admission will become
effective and that dealings will commence in the new Ordinary Shares to be
issued pursuant to the Enfranchisement, credited as fully paid, on 12 June
2001.

Background to and reasons for the Rights Issue

The Group's financial position has been stabilised by the funds received from
Wilmington as a deposit on the sale of the shares referred to in paragraph 1
under the section headed 'Background to and reasons for the Disposal' above
and by a loan received from Wilmington of A$560,000. The NFR Group advanced,
on an unsecured basis, loans to Jacob Metals of approximately £316,000 and
US$700,000 at an interest rate of 18 per cent. per annum in return for a right
of first and last refusal to subscribe for equity in, or acquire, Jacob Metals
in certain circumstances. The Board proposes the Rights Issue to enable the
Company to continue as a going concern, as a means of repaying existing debt
of approximately £740,000 (net of subscription of approximately £280,000 for
rights pursuant to the Rights Issue by the NFR Group), paying the costs
relating to the Proposals, providing working capital and re-establishing the
capital base of the Company.

The Rights Issue provides the Board with the opportunity to consider the
future direction of the Group.

Principal terms and conditions of the Rights Issue

The Company proposes to raise approximately £2.8 million by offering up to
11,195,160 New Ordinary Shares by way of rights to Qualifying Shareholders at
25 pence per share, payable in full on acceptance, on the basis of:

6 New Ordinary Shares for every 1 Post-Enfranchisement Ordinary Share

held by, or arising from Ordinary Shares and Non-Voting 'A' Ordinary Shares
held by, Qualifying Shareholders on the Record Date and so in proportion for
any number of Post-Enfranchisement Ordinary Shares so held or arising.
Holdings of Ordinary Shares and Non-Voting 'A' Ordinary Shares in certificated
and uncertificated form will be treated as separate holdings for the purpose
of calculating entitlements under the Rights Issue.

The New Ordinary Shares will, when issued and fully paid, rank pari passu in
all respects with the Post-Enfranchisement Ordinary Shares, including the
right to receive any dividends and other distributions hereafter declared,
made or paid.

Certain Shareholders, currently holding in aggregate approximately 25 per
cent. of the Company's issued ordinary share capital, have irrevocably
undertaken to vote in favour of the Resolutions.

The Rights Issue is conditional, inter alia, upon (i) the passing of the
Resolutions; (ii) the Underwriting Agreement having become unconditional in
all respects and not having been terminated in accordance with its terms; and
(iii) Admission occurring not later than 8.00 a.m. on 12 June 2001 (or such
later time and/or date as Old Mutual Securities and the Company may agree in
writing, being not later than 8.00 a.m. on 19 June 2001).

The Rights Issue has been fully underwritten by Old Mutual Securities and any
New Ordinary Shares not taken up under the Rights Issue will be dealt with
pursuant to the provisions of the Underwriting Agreement.

Application has been made to the UK Listing Authority and the London Stock
Exchange for the New Ordinary Shares to be admitted to the Official List and
to trading on the London Stock Exchange's market for listed securities. It is
expected that Admission will occur and that dealings in the New Ordinary
Shares will commence, nil paid, at 8.00 a.m. on 12 June 2001.

The latest time and date for acceptance and payment in full in respect of the
Rights Issue is expected to be 3.00 p.m. on 2 July 2001.

Adoption of Share Option Schemes

The Directors consider that employee share options, properly structured, align
the long term interests of senior management and shareholders and are
necessary to attract and retain staff of the calibre required to take the
Continuing Group forward. The Directors are therefore proposing the adoption
of the Share Option Schemes.

The approved scheme will be an Inland Revenue approved share option scheme.
The value of shares over which options can be granted to any one individual
under such scheme is limited by legislation to £30,000. It is therefore also
proposed to adopt an unapproved scheme.

The grant of options under the Share Option Schemes will be administered by
the Remuneration Committee of the Board which, on Completion, will comprise
the Independent Directors.

New Articles of Association

Since the current Articles of Association were adopted there have been
significant changes in law and practice. In addition, the existing Articles of
Association provide the rights attaching to the Non-Voting 'A' Ordinary Shares
which will no longer be relevant following the Enfranchisement. It is
therefore proposed at the Meetings to adopt the New Articles of Association.

Expected timetable of principal events     2001

Enfranchisement Record Date      7.00 p.m. on 8 June

Record Date for the Rights Issue      7.01 p.m. on 8 June

Extraordinary General Meeting      10.00 a.m. on 11 June

Separate Class Meeting of the Ordinary Shareholders      10.05 a.m. on 11 June

Separate Class Meeting of the Non-Voting 'A' Ordinary Shareholders     10.10
a.m. on 11 June

Despatch of Provisional Allotment Letters      11 June

Enfranchisement becomes effective, commencement of dealings in the

New Ordinary Shares, nil paid, and in the new Ordinary Shares issued

pursuant to the Enfranchisement     8.00 a.m. on 12 June

CREST stock accounts credited for new Ordinary Shares issued pursuant

to the Enfranchisement     12 June

Despatch of definitive certificates for new Ordinary Shares issued

pursuant to the Enfranchisement     by 15 June

Latest time and date for splitting Provisional Allotment Letters, nil paid

3.00 p.m. on 28 June

Latest time and date for acceptance and payment in full and for

registration of renunciation     3.00 p.m. on 2 July

Commencement of dealings in the New Ordinary Shares, fully paid      8.00 a.m.

on 3 July

CREST stock accounts credited for New Ordinary Shares in

uncertificated form     5 July

Despatch of definitive certificates for the New Ordinary Shares in

certificated form     by 10 July



Enquiries:

A. Cohen & Co. plc

Royce Ritchie, Chairman     Tel: [phone]


Old Mutual Securities     Tel: [phone]

Graham Ashley

Tom Griffiths


This announcement is issued by A. Cohen & Co. plc and the Directors of A.
Cohen & Co. plc are the persons responsible for the information contained in
this announcement. Old Mutual Securities, a division of Old Mutual Securities
Limited, which is regulated by The Securities and Futures Authority Limited,
has approved this announcement for the purposes of section 57 of the Financial
Services Act 1986. Old Mutual Securities is acting exclusively for A. Cohen &
Co. plc and for no-one else in relation to the Proposals and will not be
responsible to any other person for providing the protections afforded to its
customers or for providing advice in relation to the Proposals. The contents
of this press announcement do not constitute an offer or invitation to acquire
shares in A. Cohen & Co. plc and is not for distribution in the United States,
Canada, Australia, Japan or the Republic of Ireland.

Definitions

Unless the context requires otherwise, the following definitions apply
throughout this announcement:

'Admission'           the admission of the New Ordinary Shares, nil paid, to
                      the Official List becoming effective in accordance with
                      the Listing Rules and admission of the New Ordinary
                      Shares, nil paid, to trading having been granted by the
                      London Stock Exchange

'Articles of          the articles of association of the Company as at the date
Association'          of this announcement

'Banking Syndicate'   the syndicate of banks, headed by National Westminster
                      Bank PLC, which were secured lenders to the Group until
                      24 July 2000

'Board' or            the board of directors of the Company
'Directors'

'Cohen Family'        members of the extended family of Charles Anders Cohen
                      and Roger Olof Cohen, formerly directors of the Company

'Cohen (Great         A. Cohen & Co. (Great Britain) Limited, a company
Britain)'             incorporated in England and a wholly owned subsidiary of
                      the Company

'Cohen (UK)'          A. Cohen (UK) Limited, a company incorporated in England
                      and a wholly owned subsidiary of NFR

'Company' or 'Cohen'  A. Cohen & Co. plc

'Completion'          completion of the Disposal pursuant to the First Share
                      Sale Agreement and the Second Share Sale Agreement

'Continuing Group'    the Company and its subsidiaries, following Completion

'Daily Official List' the Daily Official List of the London Stock Exchange

'Disposal'            the proposed sale by the Company of its shareholding in
                      NFR on the terms of the First Share Sale Agreement and
                      the Second Share Sale Agreement

'Enfranchisement'     the proposed enfranchisement of the Non-Voting 'A'
                      Ordinary Shares and scrip issue of Ordinary Shares

'Enfranchisement      7.00 p.m. on 8 June 2001
Record Date'

'Existing Shares'     the existing Ordinary Shares and Non-Voting 'A' Ordinary
                      Shares in issue prior to the Enfranchisement and the
                      Rights Issue

'Extraordinary        the extraordinary general meeting of the Company convened
General Meeting' or   for 10.00 a.m. on 11 June 2001
'EGM'

'First Share Sale     the conditional agreement providing for the sale and
Agreement'            purchase of shares and options in NFR dated 24 July 2000
                      and made between the Company (1) and Wilmington (2)

'Group'               the Company and its subsidiary undertakings

'Independent          James Simpson Ferguson and Russell John Sincock
Directors'

'Jacob Metals'        Jacob Metals Limited, a company incorporated in England
                      and a wholly owned subsidiary of the Company

'Lassiter'            Lassiter Pty. Ltd, a company incorporated under
                      Australian Law and associated with R.B. Ritchie

'Listing Rules'       the rules made under section 142 of the Financial
                      Services Act 1986 and published by the UK Listing
                      Authority

'London Stock         London Stock Exchange plc
Exchange'

'Meetings'            the Extraordinary General Meeting and the Separate Class
                      Meetings

'New Articles of      the proposed articles of association of the Company to be
Association'          adopted at the EGM

'New Ordinary Shares' up to 11,195,160 new Ordinary Shares to be issued by the
                      Company pursuant to the Rights Issue

'NFR'                 Nonferral Recyclers Limited, a company incorporated under
                      Australian Law and listed on the Australian Stock
                      Exchange

'NFR Group'           NFR and its subsidiaries

'NFR (UK)'            Nonferral (UK) Limited, a company incorporated in England
                      and a wholly owned subsidiary of NFR

'Non-Voting 'A'       non-voting 'A' ordinary shares of 20p each in the capital
Ordinary Shares'      of the Company

'Non-Voting 'A'       holders of Non-Voting 'A' Ordinary Shares
Ordinary
Shareholders'

'Official List'       the Official List of the UK Listing Authority

'Old Mutual           a division of Old Mutual Securities Limited
Securities'

'Option Grants'       the proposed grants of options to Lassiter, NFR (UK) and
                      Wilmington in replacement for the phantom options

'Ordinary Shares'     ordinary shares of 20p each in the capital of the Company

'Ordinary Shareholder holder(s) of existing issued Ordinary Shares
(s)'

'Post-Enfranchisement the fully paid Ordinary Shares which will be in issue
Ordinary Shares'      immediately following the Enfranchisement, comprising the
                      Existing Shares, the new Ordinary Shares which will be
                      issued to Ordinary Shareholders in compensation for the
                      Enfranchisement and the Ordinary Shares as the Non-Voting
                      'A' Ordinary Shares will be redesignated on the
                      Enfranchisement

'Preliminary          the preliminary announcement of the audited results of
Announcement'         the Group for the year ended 31 December 2000

'Proposals'           the Rights Issue, the Enfranchisement, the Related Party
                      Transactions, the Unconditional Transactions and the
                      adoption of the New Articles of Association and the Share
                      Option Schemes

'Provisional          the renounceable provisional allotment letter to be sent
Allotment Letter'     to Qualifying Shareholders for use in connection with the
                      Rights Issue

'Qualifying          holders of Ordinary Shares and Non-Voting 'A' Ordinary
Shareholders'        Shares on the register of members of the Company at the
                     Record Date, excluding certain overseas holders

'R.B. Ritchie'       Royce Bruce Ritchie, Chairman of the Company

'Record Date'        7.01 p.m. on 8 June 2001

'Related Party       the Disposal and the Option Grants
Transactions'

'Related Party'      a Related Party (as defined in the Listing Rules) in
                     relation to the Company

'Resolutions'        the resolutions to be set out in the notice of the
                     Extraordinary General Meeting and the extraordinary
                     resolutions to be set out in the notices of the Separate
                     Class Meetings

'Rights Issue'       the proposed issue by way of rights of up to 11,195,160
                     New Ordinary Shares at the Rights Issue Price to
                     Qualifying Shareholders

'Rights Issue Price' 25p per New Ordinary Share

'Second Share Sale   the conditional agreement providing for the sale and
Agreement'           purchase of shares in NFR dated 24 July 2000 and made
                     between the Company (1) and Wilmington (2)

'Separate Class      the separate class meetings of the Ordinary Shareholders
Meetings'            and the Non-Voting 'A' Ordinary Shareholders, respectively
                     convened for 10.05 a.m. and 10.10 a.m. on 11 June 2001

'Shareholders'       holders of Existing Shares

'Share Option        the A. Cohen & Co. plc Approved Share Option Scheme and
Schemes'             the A. Cohen & Co. plc 2001 Unapproved Share Option Scheme

'Silec'              Silec Pty. Limited, a company incorporated under
                     Australian law and a former associated undertaking of the
                     Company

'UK Listing          the Financial Services Authority acting in its capacity as
Authority'           the competent authority for the purpose of Part IV of the
                     Financial Services Act 1986

'UK' or 'United      United Kingdom of Great Britain and Northern Ireland
Kingdom'

'Unconditional       the sale by the Company of 1.1 million shares in NFR and
Transactions'        its 45 per cent. shareholding in Silec

'Underwriting        the conditional agreement dated 18 May 2001 between the
Agreement'           Company, R.B. Ritchie and Old Mutual Securities relating
                     to the underwriting of the Rights Issue

'United States'      the United States of America, its territories and
                     possessions and the District of Columbia

'Wilmington'         Wilmington Pty. Limited, a company incorporated in
                     Australia, which is owned by a pension fund of which R.B.
                     Ritchie and his family are the sole beneficiaries

Currency references and exchange rates

All references to '£', 'p', 'sterling', 'pounds' and 'pence' in this
announcement are to pounds and pence sterling, and all references to 'A$',
'c', 'Australian dollars' and 'cents' are to Australian dollars and cents.
Unless otherwise stated, the pound-Australian dollar exchange rates used to
calculate equivalent currency amounts are:

i.     as at 24 July 2000     £1 = A$2.59; and

ii.     as at 31 December 2000     £1 = A$2.67

END