Issue of Equity

Morgan Crucible Co PLC
19 February 2004


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

                        THE MORGAN CRUCIBLE COMPANY PLC

19 February 2004

Launch of £54 million Rights Issue to fund a profit improvement programme aimed
 at cost savings and profit improvement opportunities of up to £50 million per
                            annum by the end of 2006

The Rights Issue

• 1 for 4 rights issue to raise approximately £54 million
(net of expenses)

• Issue price of 100 pence per share represents a discount
of 24.8 per cent. to closing price on 18 February 2004

• Fully underwritten by Cazenove & Co. Ltd

Background to and Reasons for the Rights Issue

• Profit improvement plan announced September 2003 and
initial projects commenced second half 2003

• Rights Issue to enable Morgan Crucible to achieve target
cost savings and profit improvement opportunities of up to £50 million per annum
by the end of 2006, at the top end of previously announced target range

• Estimated future cash cost of securing these improvements
is up to £70 million

• Certainty of financing for profit improvement plan,
reflecting a desire not to become reliant on the timing of the Group's disposal
programme and a preference not to increase debt levels

Commenting, Warren Knowlton, Chief Executive Officer, said:

'We are already making good progress with the profit improvement plan that I
outlined in September 2003. The rights issue announced today is to enable Morgan
Crucible to deliver benefits at the top end of our previously announced target,
at a pace that both minimises disruption to the business and breaks the cycle of
permanent restructuring within the company.

I look forward to implementing initiatives to improve significantly the Group's
performance and position Morgan Crucible to pursue selective growth
opportunities in our core businesses, delivering long-term value to our
shareholders.'

Enquiries

The Morgan Crucible Company plc                Tel:                01753 837 000
Lars Kylberg, Chairman
Warren Knowlton, Chief Executive Officer
Nigel Young, Finance Director

Cazenove & Co. Ltd                             Tel:                020 7588 2828
Julian Cazalet
Robert Constant
Shona Graham

Media enquiries:
Finsbury Group                                 Tel:                020 7251 3801
Rupert Younger
Charlotte Hepburne-Scott

Morgan Crucible will be holding a presentation to analysts and fund managers at
Cazenove, 20 Moorgate, London EC2 which will start at 9.30 a.m. today. A
prospectus will also be sent to shareholders today.

This summary should be read in conjunction with the full text of the following
announcement.

Appendix I shows the expected timetable of principal events.

Appendix II to this announcement sets out definitions of terms used in this
announcement.

This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, underwrite or otherwise acquire, or any
solicitation of any offer to purchase or subscribe for, the Rights or the New
Ordinary Shares (the 'Securities'). Any purchase of, or application for, the
Securities in the Rights Issue should only be made on the basis of information
contained in the Prospectus and any supplement thereto.

The Securities have not been and will not be registered under the United States
Securities Act of 1933, as amended, or under the laws of any State in the United
States nor will they qualify for distribution under any of the relevant
securities laws of the Excluded Territories nor has any Prospectus in relation
to the New Ordinary Shares been lodged with or registered by the Australian
Securities and Investments Commission. Accordingly, subject to certain
exemptions, the Securities may not be offered, sold, delivered, renounced or
transferred, directly or indirectly, in or into the United States or the
Excluded Territories. There is no public offer of Securities in the United
States or any Excluded Territory.

The Prospectus relating to the Rights Issue will be published today and a copy
will be delivered to the Registrar of Companies in England and Wales for
registration in accordance with section 83 of the FSMA. Copies of the Prospectus
may be obtained from or inspected at the offices of Freshfields Bruckhaus
Deringer, 65 Fleet Street, London EC4Y 1HS and the registered office of the
Company.

This announcement has been issued by Morgan Crucible and is the sole
responsibility of Morgan Crucible. It has been approved solely for the purposes
of section 21 of the FSMA by Cazenove & Co. Ltd of 20 Moorgate, London EC2R 6DA.

Cazenove & Co. Ltd is acting as financial adviser, sponsor and broker to the
Rights Issue and no-one else and will not be responsible to anyone other than
Morgan Crucible for providing the protections afforded to clients of Cazenove &
Co. Ltd nor for providing advice in connection with the Rights Issue or the
contents of the Prospectus or this announcement or any other matter referred to
therein.

Prices and values of, and income from, shares may go down as well as up and an
investor may not get back the amount invested. It should be noted that past
performance is no guide to future performance. Persons needing advice should
consult an independent financial adviser. Certain statements made in this
announcement are forward-looking statements. Such statements are based on
current expectations and, by their nature, are subject to a number of risks and
uncertainties that could cause actual results and performance to differ
materially from any expected future results or performance expressed or implied
by the forward-looking statement. The information and opinions contained in this
announcement are subject to change without notice and Morgan Crucible assumes no
responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein.

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

                        THE MORGAN CRUCIBLE COMPANY PLC

19 February 2004

Launch of £54 million Rights Issue to fund a profit improvement programme aimed
at cost savings and profit improvement opportunities of up to £50 million per
annum by the end of 2006

Introduction

The Board of Morgan Crucible announces its intention to raise approximately £54
million (net of expenses) by means of a 1 for 4 rights issue at a price of 100
pence per New Ordinary Share, payable in full on acceptance.

The Board believes that the Group can achieve target cost savings and profit
improvement opportunities of up to £50 million per annum by the end of 2006, an
outcome which would be at the top of its previously announced target range. The
estimated future cash cost of securing these improvements is up to £70 million.
Whilst the Board considers these actions to be a key element to the future
success and development of the business, it believes that the Company should
not, in order to secure this programme, increase its level of debt further or
rely on the proceeds of future disposals. As a result, the Board believes the
appropriate funding should come from the issue of new equity.

The Board believes that, in addition to the profit improvement programme
described above, there are volume and product mix opportunities in the business
which help to mitigate the continuing negative effects of cost inflation and
price pressure.

The Rights Issue has been fully underwritten by Cazenove which is acting as
financial adviser, sponsor and broker to the Company.

The Issue Price of 100 pence per share represents a discount of 24.8 per cent.
to the middle market closing price of 133 pence per Ordinary Share on 18
February 2004, the last business day before this announcement.

Information on Morgan Crucible

Morgan Crucible is a leading materials technology company specialising in
carbon, ceramic and magnetic products which are used in a wide range of
applications and end markets. It has approximately 13,000 employees with
operations in 30 countries.

The Group's products use the electrical and mechanical properties of carbon and
ceramics, the heat management properties of ceramics and the magnetic properties
of metal alloys.

In the financial year 2003 (which ended on 4 January 2004), the Group made an
operating profit before goodwill, amortisation and operating exceptional charges
of £42.6 million on sales of £850 million. At the year end, it had net assets of
£261 million and net debt of £249 million. The Group's preliminary statement of
results for the financial year 2003 has also been released today.

Background to and reasons for the Rights Issue

Background

During the 1990s, Morgan Crucible grew rapidly, mainly through acquisitions.
Turnover increased from £581 million in 1990 to over £1 billion in 2000. Over
the same period, operating profit margins before goodwill, amortisation and
exceptional charges averaged in excess of 11 per cent.

In 2001, due to a deteriorating economic background, demand for the Group's
products weakened significantly. The slowdown began in the US and spread to
Europe, the Group's two principal markets. By the end of 2001, the global
recession in industrial markets had affected most areas of Morgan Crucible's
business. The fall in demand over this period exposed some important competitive
issues in the business, including a high cost base, a complex operating
structure and inadequate integration of the acquisitions made over the previous
decade.

In response, the Board announced in February 2002 a significant restructuring
programme with a total cash spend of approximately £40 million. This was
designed to generate an annual reduction of £30 million in the Group's overall
cost base by the middle of 2004. This programme is on track and nearing
completion.

Board and Management Changes

Warren Knowlton became Chief Executive of Morgan Crucible on 6 January 2003 with
the remit to restructure the Group, restore profitability and improve cash
generation. He joined the Company from Pilkington Plc, where, as President of
the Building Products division, he restructured this business and increased
operating profits significantly. Mr Knowlton was subsequently appointed
President of Pilkington's Auto and Aerospace division, where he carried out
another major rationalisation programme, laying the groundwork for significantly
improved operating profits.

During 2003, two executive directors left the Board and Lars Kylberg, a
non-executive Director, succeeded Dr Bruce Farmer as Chairman, reducing the
overall size of the Board from ten to seven. In addition, the senior operational
management has been rationalised and strengthened, in particular by the
appointment of external candidates as the heads for both the Carbon and the
Magnetics businesses.

Strategic Review

Upon joining the company, Mr. Knowlton initiated an intensive and detailed
strategic review of the Group's activities at the Group and individual business
unit levels. The review identified those specific business units and product
lines where Morgan Crucible has strong market positions and upon which
management focus and investment should be concentrated. The review also
identified significant opportunities to reduce the cost base and simplify the
operating structure.

The conclusions from this review were outlined at the interim results
presentation in September and reiterated the priorities first announced at the
preliminary results in March 2003:

• accelerate and extend the Group's restructuring

• reduce the complexity of the business and operations

• turn around under-performing businesses

• aggressively redirect resources to areas of advantage

• sell those businesses which fail to meet the required performance
criteria.

The Group is now positioning itself around those Ceramics and Magnetics
businesses which have the best opportunities for future growth, and the cash
generative, but more mature, Carbon businesses.

The Profit Improvement Programme

During the second half of 2003, Morgan Crucible pressed forward with the initial
projects that were identified in the strategic review and outlined at the
interim results in September 2003. The majority of the benefits from these
projects will be realised in 2004. The Board is determined to maintain the rapid
pace of restructuring in order to realise its full benefits, minimise disruption
to the business and break the cycle of 'permanent restructuring'.

The Board believes that the proceeds from the Rights Issue will enable Morgan
Crucible to accelerate this restructuring and achieve target cost savings and
profit improvement opportunities of up to £50 million per annum by the end of
2006. The estimated future cash costs of securing these improvements is up to
£70 million, of which approximately £10 million is expected to be absorbed in
the Company's ongoing capital expenditure of approximately £35 million to £40
million per annum. The remaining £60 million future cash cost is expected to be
largely funded by the net proceeds of the Rights Issue, with the balance from
internal resources.

The Board believes that this programme should reduce the operating cost base of
the business, improve the Group's competitiveness and lay a strong foundation
for the future of the business.

The target cost saving and profit improvement plans are focused primarily on
Morgan Crucible's three largest businesses: Magnetics, Carbon and Thermal
Ceramics, which accounted for approximately 70 per cent. of the Group's turnover
in 2003. The plans fall into the following three categories:

Site rationalisation and other production efficiencies - up to £25 million
benefits per annum by the end of 2006

Examples of projects in this category are:

• The closure of the Magnetics plants in Elizabethtown, Kentucky (US) and
Pontian, Malaysia allowed the Group to withdraw from the highly competitive, low
margin market for permanent magnets used in computer disc drives. Following the
closure of the American plant, the North American market is now being supplied
from existing plants in Europe and the Far East more cost efficiently.

• In the newly combined Carbon business, there are significant benefits
to be gained from site rationalisations. These involve a reduction in the number
of production sites, eliminating the duplication of technical and sales offices,
and streamlining processes and services between complementary activities.
Individual actions include the implementation of common computer systems and the
introduction of regional administration centres, which should lead to improved
customer focus and significant administrative savings.

• The Group has a number of initiatives to improve production
efficiencies as part of a 'lean manufacturing' programme. The Magnetics
business, for example, has identified significant scope to improve profits
through greater procurement effectiveness, increased automation and
manufacturing process improvement, and through rescheduling factory activity,
improving cycle times and reducing waste. Similar projects are being implemented
in the Carbon, Thermal and Technical Ceramics businesses.

Headcount and general overhead reductions - up to £20 million benefits per annum
by the end of 2006

Examples of projects in this category are:

• Both the Magnetics and Thermal Ceramics businesses have significant
headcount reduction opportunities. These involve the reorganisation of the
Thermal Ceramics' American operations and the European production facilities in
both businesses.

• The closure of the Group's research centre in Stourport, England and
the redeployment of key staff within certain individual businesses had the dual
benefit of reducing headcount and overheads as well as increasing the commercial
focus of research and development activities.

• Following a reassessment of the role of the corporate head office, a
reduction in headcount in excess of 50 per cent. is included in the profit
improvement programme.

Low cost production and targeted capacity expansions - up to £5 million benefits
per annum by the end of 2006

Examples of projects in this category are:

• The Thermal Ceramics business has significant scope to improve
efficiency in Europe and the United States and drive down costs through moving
production to low cost areas. In addition, the increasing demand and favourable
markets in certain regions, particularly in the Middle East and China, provide
opportunities for targeted capacity expansion.

• The Magnetics and Carbon businesses also have opportunities to
capitalise upon the growing demand from certain regional markets, in particular
the Far East. Investment in local manufacturing will increase efficiency and
competitiveness as well as providing a low cost source of product supply to
Morgan Crucible's developed markets.

The Board believes that, in addition to the profit improvement programme
described above, there are volume and product mix improvement opportunities in
the business which help to mitigate the negative effects of cost inflation and
the deflationary price pressure that has been a continuing feature of certain of
Morgan Crucible's businesses.

Funding and Disposals

In early 2003, the Group signed a US$300 million syndicated loan with its banks
of which US$240 million is available until March 2006, and issued US$105 million
of private placement notes, with maturities of seven to ten years.

As at 4 January 2004, the Group had net debt of £249 million, balance sheet
gearing of 96 per cent. and unutilised committed facilities of £22 million. The
Board has considered various options to fund the profit improvement programme as
quickly as possible. Taking account of the overall level of debt in the
business, the Board believes that Morgan Crucible should not seek to increase
its available debt facilities further.

During 2003, the Group disposed of a number of non-core activities and surplus
properties raising approximately £35 million net. Morgan Crucible remains
committed to dispose of any businesses that fail to meet the required
performance criteria. However, the timing of such disposals is uncertain and the
Board does not believe it can rely on them to fund the profit improvement
programme at the required pace.

The Board remains committed to reducing the level of debt and maintaining an
efficient balance sheet. The Board believes that the Rights Issue, together with
the achievement of the cost savings and profit improvements identified, will
meet the Group's overall objective of restoring profitability and improving cash
flow generation. Following the Rights Issue, future disposals can also be made
from a position of greater financial strength.

Use of Proceeds

The Rights Issue is expected to raise approximately £54 million net of expenses.
The Board believes that these proceeds will:

• enable management to complete the profit improvement programme as
quickly as possible, which has an estimated future cash cost of up to £70
million;

• strengthen the capital base of the Group and provide greater financial
flexibility; and

• in the short term, reduce net borrowings.

Current Trading and Prospects

The Group's geographic markets, taken overall, stabilised in 2003. The timing of
a recovery remains uncertain: the Board expects demand for the Group's products
in Europe and America to remain relatively steady in 2004. In Asia, the smallest
of Morgan Crucible's three geographical markets, demand continues to grow
strongly.

Current trading is in line with the Board's expectations. Morgan Crucible is not
relying on a market up-turn to improve its future trading performance: instead,
the Group intends to implement the profit improvement programme vigorously to
drive future profitability and cashflow generation. As a result, the Board is
confident in the financial and trading prospects of the Group for the current
financial year.

Dividend Policy

Once Morgan Crucible is achieving a level of sustained profitability and cash
generation, the Board will consider resuming the payment of dividends at a level
which would then reflect the Group's financial performance and prospects.

Details of the Rights Issue

The Company proposes to raise approximately £54 million (net of expenses) by
offering 58,019,093 New Ordinary Shares by way of rights to Qualifying
Shareholders at 100 pence per share, payable in full on acceptance, on the basis
of:

           1 New Ordinary Share for every 4 Existing Ordinary Shares

held and registered in their name on the Record Date and so in proportion for
any other number of Existing Ordinary Shares then held. Where necessary,
entitlements to New Ordinary Shares have been rounded down to the nearest whole
number of New Ordinary Shares. Fractions of New Ordinary Shares will not be
allotted to Qualifying Shareholders and fractional entitlements will be
aggregated and, if possible, sold in the market for the benefit of the Company.
Accordingly, Morgan Crucible Shareholders with fewer than 4 Existing Ordinary
Shares will not be entitled to any New Ordinary Shares.

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

The Rights Issue has been fully underwritten by Cazenove pursuant to the
Underwriting Agreement in order to provide certainty as to the amount of capital
to be raised.

Applications have been made to the UK Listing Authority and to the London Stock
Exchange for the New Ordinary Shares, nil paid to be admitted to the Official
List and to trading on the London Stock Exchange. It is expected that Admission
will become effective and that dealings will commence in the Nil Paid Rights by
8.00 a.m. on 20 February 2004.

The Rights Issue is conditional on:

(a) the Underwriting Agreement becoming unconditional in all respects and not 
having been terminated in accordance with its terms on or prior to Admission;

(b) Admission occurring at or before 8.00 a.m. on 20 February 2004 (or such 
later time and/or date as Cazenove and the Company may agree, not being later 
than 11 March 2004); and

(c) commencement of trading in the Nil Paid Rights becoming
effective not later than 8.00 a.m. on 20 February 2004 (or such later time and/
or date as Cazenove and the Company may agree, not being later than 11 March
2004).

The Rights Issue is expected to result in the issue of 58,019,093 New Ordinary
Shares (representing approximately 20 per cent. of the issued share capital of
Morgan Crucible, as enlarged by the Rights Issue).

Overseas Shareholders

New Ordinary Shares have been provisionally allotted to all Qualifying
Shareholders, including Overseas Shareholders. However, Provisional Allotment
Letters will not be sent to Qualifying Shareholders with registered addresses in
the United States or the Excluded Territories. The Prospectus is being sent to
such Overseas Shareholders for information only. If a Provisional Allotment
Letter is received by any person in the United States or an Excluded Territory,
such person should not seek to take up his rights thereunder.

Action to be taken

Qualifying non-CREST Shareholders (other than those with registered addresses in
the United States or the Excluded Territories) have been sent Provisional
Allotment Letters, showing the number of New Ordinary Shares provisionally
allotted to them and containing instructions on acceptance and payment,
renunciation, splitting and registration in respect of the New Ordinary Shares.

Qualifying CREST Shareholders have not been sent a Provisional Allotment Letter.
Instead, Qualifying CREST Shareholders (other than those with registered
addresses in the United States or the Excluded Territories) are expected to
receive a credit to their appropriate stock accounts in CREST in respect of the
Nil Paid Rights by 8.00 a.m. on 20 February 2004.

The latest time and date for acceptance and payment in full in respect of the
Rights Issue is 11.00 a.m. on Friday, 12 March 2004.

For Qualifying non-CREST Shareholders, the New Ordinary Shares will be issued in
certificated form and will be represented by definitive share certificates,
which are expected to be dispatched on 19 March 2004 to the registered address
of the persons entitled to them.

For Qualifying CREST Shareholders (other than those in the United States or an
Excluded Territory), Capita IRG will instruct CRESTCo to credit the stock
account of the Qualifying CREST Shareholder with their entitlements to New
Ordinary Shares. It is expected that this will be done by 8.00 a.m. on 15 March
2004.

A Morgan Crucible Shareholder who has sold or otherwise transferred (other than
ex-rights) all of his Existing Ordinary Shares held in certificated form before
20 February 2004 ('ex-rights date') should forward the Prospectus and the
accompanying Provisional Allotment Letter, if any, to the purchaser or
transferee or the stockbroker, bank or other agent through whom the sale of
transfer is/was effected for onward transmission to the purchaser or transferee.
However, such documents should not be distributed, forwarded or transmitted in
or into the United States or the Excluded Territories.

Further details of the Rights Issue, including the procedure for acceptance and
payment and the procedure in respect of rights not taken up, are set out the
Prospectus.

Directors' intentions

The Directors intend to take up in full their rights to subscribe for New
Ordinary Shares in respect of their own beneficial holdings of Existing Ordinary
Shares, which together amount to 660,425 Ordinary Shares.

Morgan Crucible will be holding a presentation to analysts and fund managers at
Cazenove, 20 Moorgate, London EC2 which will start at 9.30 a.m. today. A
prospectus will also be sent to shareholders today.

Appendix I shows the expected timetable of principal events.

Appendix II to this announcement sets out definitions of terms used in this
announcement.

Appendix I

                     Expected Timetable of Principal Events

Record Date for entitlement under the Rights Issue   Close of business on Monday
                                                     16 February

Despatch of Provisional Allotment Letters ('PALs')   Thursday 19 February
(Qualifying non-CREST Shareholders only)

Dealings in New Ordinary Shares, nil paid, commence  8 a.m. on Friday 20
on the London Stock Exchange                         February

Nil Paid Rights and Fully Paid Rights enabled in     As soon as practicable
CREST                                                after 8 a.m. on Friday 20
                                                     February

Latest time and date for acceptance, payment in full 11 a.m. on Friday 12
and registration of renunciation of Provisional      March
Allotment Letters

New Ordinary Shares credited to CREST stock accounts 8 a.m. on Monday 15 March
(uncertificated shareholders only)

Despatch of definitive share certificates for the    By Friday 19 March
New Ordinary Shares in certificated form


                                  Appendix II

                                  DEFINITIONS

The following principal definitions apply throughout this announcement unless
the context requires otherwise:

'Admission'      the admission of the New Ordinary Shares, nil paid, to (i) the
                 Official List and (ii) trading on the London Stock Exchange's
                 market for listed securities becoming effective in accordance
                 with, respectively, the Listing Rules and the Admission and
                 Disclosure Standards
'Admission and   the requirements contained in the publication 'Admission and
Disclosure       Disclosure Standards' dated May 2001 containing, amongst other
Standards'       things, the admission requirements to be observed by companies
                 seeking admission to trading on the London Stock Exchange's
                 market for listed securities
'business day'   a day (excluding Saturdays, Sundays and public holidays in
                 England and Wales) on which banks generally are open for
                 business in London
'Capita IRG'     Capita IRG Plc
'Cazenove'       Cazenove & Co. Ltd
'certificated'   a share or other security which is not in uncertificated form
or 'in           (that is, not in CREST)
certificated
form'
'CREST'          the relevant system (as defined in the CREST Regulations) in
                 respect of which CRESTCo is the Operator (as defined in the
                 CREST Regulations)
'CRESTCo'        CRESTCo Limited, the operator of CREST
'CREST           the Uncertificated Securities Regulations 2001 (SI 2001 No.
Regulations'     3755) (as amended)
'Directors' or   the Directors of Morgan Crucible or a duly authorised committee
'Board'          thereof
'Excluded        Australia, Canada, Japan, the Republic of Ireland and the
Territories'     Republic of South Africa
'Existing        the ordinary shares of 25 pence each in the capital of the
Ordinary         Company
Shares'
•'FSMA'          the Financial Services and Markets Act 2000
•'Fully Paid     rights to acquire the New Ordinary Shares, fully paid
Rights'
'Group' or       Morgan Crucible and its subsidiary undertakings
'Morgan Crucible
Group'
'Issue Price'    100 pence per New Ordinary Share
'London Stock    London Stock Exchange plc
Exchange'
'Morgan          The Morgan Crucible Company plc
Crucible' or
'the Company'
'Morgan Crucible holders of Existing Ordinary Shares or New Ordinary Shares
Shareholders'
'New Ordinary    58,019,093 new ordinary shares of 25 pence each in the capital
Shares'          of the Company to be issued by the Company pursuant to the
                 Rights Issue
'Nil Paid        the rights to acquire New Ordinary Shares, nil paid
Rights'
'Official        the official list of the UK Listing Authority
List'
'Ordinary        the Existing Ordinary Shares or the New Ordinary Shares, as the
Shares'          context requires
'Overseas        Qualifying Shareholders with registered addresses in or who are
Shareholders'    resident in, or citizens of, countries other than the United
                 Kingdom
'Preliminary     the preliminary results of the Group for the year to 4 January
Results'         2004
'Prospectus'     the prospectus issued by the Company in relation to the Rights
                 Issue
'Provisional     the renounceable provisional allotment letters relating to the
Allotment        Rights Issue, sent to Qualifying non-CREST Shareholders other
Letters'         than certain Overseas Shareholders
'Qualifying      Morgan Crucible Shareholders on the register of members of the
Shareholders'    Company at the Record Date
'Qualifying      Qualifying Shareholders whose Existing Ordinary Shares on the
CREST            register of members of the Company at the Record Date are held
Shareholders'    in uncertificated form
'Qualifying      Qualifying Shareholders whose Existing Ordinary Shares on the
non-CREST        register of members of the Company at the Record Date are held
Shareholders'    in certificated form
'Record Date'    close of business on 16 February 2004
'Rights'         Nil Paid Rights and Fully Paid Rights
'Rights Issue'   the issue of the New Ordinary Shares to Qualifying Shareholders
                 by way of rights on the terms and subject to the conditions set
                 out in the Prospectus and the Provisional Allotment Letters
'Securities      the United States Securities Act of 1933 (as amended)
Act'
'stock           an account within a member account in CREST to which a holding
account'         of a particular share or other security in CREST is admitted
'UK Listing      the Financial Services Authority in its capacity as competent
Authority'       authority under the Financial Services and Markets Act
'uncertificated' an Ordinary Share recorded on the Company's register as being
or 'in           held in uncertificated form in CREST and title to which, by
uncertificated   virtue of the CREST Regulations, may be transferred by means of
form'            CREST
'Underwriting    the agreement dated 19 February 2004 between Morgan Crucible
Agreement'       and Cazenove relating to the underwriting of the Rights Issue
'United Kingdom' the United Kingdom of Great Britain and Northern Ireland
or 'UK'
'United States'  the United States of America, its territories and possessions,
or 'US'          any State of the United States and the District of Columbia
'US$'            the lawful currency of the United States

END

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