Statement re Possible Offer

Morgan Crucible Co PLC
07 August 2006

The Morgan Crucible Company plc - Statement re Possible Offer



The Board of The Morgan Crucible Company plc ('Morgan Crucible' or the 'Company
') notes the recent movement in its share price and confirms that it has
received a preliminary approach that may or may not lead to a cash offer being
made for the Company.



A further announcement will be made in due course.



END





Dealing Disclosure Requirements



Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the
'Code'), if any person is, or becomes, 'interested' (directly or indirectly) in
1% or more of any class of 'relevant securities' of Morgan Crucible, all
'dealings' in any 'relevant securities' of that company (including by means of
an option in respect of, or a derivative referenced to, any such 'relevant
securities') must be publicly disclosed by no later than 3.30 pm (London time)
on the London business day following the date of the relevant transaction. This
requirement will continue until the date on which the offer becomes, or is
declared, unconditional as to acceptances, lapses or is otherwise withdrawn or
on which the 'offer period' otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an 'interest' in 'relevant securities' of Morgan Crucible, they will be
deemed to be a single person for the purpose of Rule 8.3.



Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Morgan Crucible by the Company, or by any of its 'associates',
must be disclosed by no later than 12.00 noon (London time) on the London
business day following the date of the relevant transaction.



A disclosure table, giving details of the companies in whose 'relevant
securities' 'dealings' should be disclosed, and the number of such securities in
issue, can be found on the Takeover Panel's website at
www.thetakeoverpanel.org.uk .



'Interests in securities' arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an 'interest' by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.



Terms in quotation marks are defined in the Code, which can also be found on the
Panel's website. If you are in any doubt as to whether or not you are required
to disclose a 'dealing' under Rule 8, you should consult the Panel.



Disclosure in accordance with Rule 2.10 of the City Code:



In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, the
Company confirms that, at the close of business on 4 August 2006, the Company's
issued share capital consisted of 293,411,379 ordinary shares of 25 pence each.



JPMorgan Cazenove Limited ('JPMorgan Cazenove'), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
for Morgan Crucible and no-one else in connection with the matters referred to
herein and will not be responsible to anyone other than Morgan Crucible for
providing the protections afforded to clients of JPMorgan Cazenove or for giving
advice in relation to such matters.




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