First Closing Date

Johnson,Matthey PLC 25 July 2001 Not for release, distribution or publication in whole or in part in or into the USA, Canada, Australia or Japan Johnson Matthey plc ('Johnson Matthey') Recommended cash offer for Meconic plc ('Meconic') Level of Acceptances and Extension of Offer Johnson Matthey announces that as at 3.00 p.m. on 24 July 2001, the first closing date of the Offer, valid acceptances of the Offer had been received in respect of 16,104,682 Meconic Shares, representing 44.3% of the issued share capital of Meconic. Johnson Matthey has also acquired, in the market, in aggregate 18,700,000 Meconic Shares, representing 51.5% of Meconic's issued share capital at 405 pence per share. Johnson Matthey has therefore either acquired or received valid acceptances in respect of an aggregate of 34,804,682 Meconic Shares, representing 95.8% of Meconic's issued share capital. Furthermore Johnson Matthey has received valid acceptances and acquired in the market more than 90 per cent. of the Meconic Shares to which the Offer relates. Accordingly Johnson Matthey intends to exercise its rights to acquire compulsorily the remaining Meconic Shares which it does not already own or for which it has not received valid acceptances under the provisions of Sections 428 - 430F of the Companies Act. The Offer for Meconic, as set out in the Offer Document dated 3 July 2001, will remain open until further notice. The Loan Note Alternative will remain open for acceptance until the Offer closes or, if earlier, until (and including) 30 September 2001. The procedure for acceptance of the Offer is set out in the Offer Document, which was posted on 3 July 2001, and the Form of Acceptance which should be completed and returned as soon as possible. Save as disclosed above, neither Johnson Matthey, nor any of the directors of Johnson Matthey, nor so far as Johnson Matthey is aware, any party acting in concert with Johnson Matthey, held any Meconic Shares (or rights over Meconic Shares) before the commencement of the Offer Period or has acquired or agreed to acquire any Meconic Shares (or rights over Meconic Shares) since the commencement of the Offer Period and no acceptances have been received from any persons acting in concert with Johnson Matthey. Application will be made to cancel the listing of Meconic's ordinary share capital on the Official List of the United Kingdom Listing Authority and to remove the Meconic Shares from trading on the London Stock Exchange. The cancellation will become effective on 23 August 2001, being twenty business days from the date of this announcement. After cancellation of listing there will be no formal arrangement in place for the trading of Meconic Shares and Meconic Shareholders may, therefore, experience difficulties in realising their investment in Meconic. Terms defined in the Offer Document dated 3 July 2001 have the same meanings when used herein unless the context requires otherwise. Enquiries Johnson Matthey plc John Sheldrick 020 7269 8438 David Morgan 020 7269 8405 Schroder Salomon Smith Barney 020 7986 4000 (financial adviser to Johnson Matthey) James Steel Jan Skarbek Credit Suisse First Boston de Zoete & Bevan Limited 020 7888 8888 (brokers to Johnson Matthey) Chris Chambers Chris Sim Gavin Anderson & Company 020 7457 2345 (PR Advisers) Howard Lee Laura Hickman Salomon Brothers International Limited (trading as 'Schroder Salomon Smith Barney') and Credit Suisse First Boston de Zoete & Bevan Limited ('CSFB'), which are regulated in the United Kingdom by The Securities and Futures Authority Limited, are acting exclusively for Johnson Matthey and no one else in connection with the Offer and will not be responsible to anyone other than Johnson Matthey for providing the protections afforded to its customers nor for providing advice in relation to the Offer. Salomon Smith Barney is a service mark of Salomon Smith Barney Inc. Schroder is a trademark of Schroders Holdings plc and is used under licence by Salomon Brothers International Limited. This announcement does not constitute an offer or an invitation to purchase any securities. The Offer is not being made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, or in or into Canada, Australia or Japan and the Offer should not be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Australia or Japan. The Loan Notes to be issued pursuant to the Loan Note Alternative have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any relevant securities laws of any state or other jurisdiction of the United States, nor have clearances been, nor will they be, obtained from the securities commission or similar authority of any province or territory of Canada and nor has a prospectus been, or will be filed, or registration made, under any securities law of any province or territory of Canada, nor has a prospectus in relation to the Loan Notes been, nor will one be, lodged with or registered by the Australian Securities and Investments Commission nor have any steps been taken, nor will any steps be taken, to enable the Loan Notes to be offered in compliance with applicable securities laws of Japan. Accordingly, unless an exemption under such Act or securities laws is available, Loan Notes may not be offered, sold, re-sold or delivered, directly or indirectly, in, into or from the United States, Canada, Australia or Japan or any other jurisdiction in which an offer of Loan Notes would constitute a violation of relevant laws or require registration thereof, or to or for the account or benefit of any US person or resident of Canada, Australia or Japan or any other such jurisdiction. Salomon Brothers International Limited (trading as Schroder Salomon Smith Barney) is regulated in the United Kingdom by the Securities and Futures Authority Limited. Salomon Smith Barney is a service mark of Salomon Smith Barney Inc. Schroders is a trademark of Schroders Holdings PLC and is used under licence.
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