Placing

Cookson Group PLC
11 October 2007

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES



                 Launch of Placing in Cookson Group plc Shares


Cookson Group plc ('Cookson' or the 'Company') today announces a non pre-emptive
placing (the 'Placing') of 18,583,519 new ordinary shares of 10 pence per share
in the capital of Cookson (the 'Placing Shares'). The Placing is being carried
out to part finance a recommended cash offer by Cookson for the entire issued
and to be issued share capital of Foseco plc ('Foseco'), details of which are
available in the separate announcement published jointly by the Company and
Foseco today (the 'Rule 2.5 Announcement').


The Placing Shares are being placed, subject to the terms and conditions of the
Placing Agreement, with placees procured by the Managers (as defined below) on
behalf of Cookson (the 'Placees') or with the Underwriters (as defined below),
and will represent approximately 9.6 per cent. of Cookson's current issued share
capital.


JPMorgan Cazenove and Merrill Lynch are acting as joint lead managers and
bookrunners (together the 'Managers') to the Placing. The Placing will be fully
underwritten and will be conducted in accordance with the terms and conditions
set out in the Appendix to this announcement.


The Placing will be effected, subject to the satisfaction of the conditions
referred to in the Appendix to this announcement, by way of an accelerated
bookbuild placing of the Placing Shares to be launched immediately following
this announcement. The placing price of the Placing Shares will be determined by
the Managers at the close of the bookbuild and announced as soon as practicable
thereafter.


The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares in the
Company, including the right to receive all dividends and other distributions
declared, made or paid in respect of such ordinary shares after the date of
issue of the Placing Shares other than the Interim Dividend.


If you choose to participate in the Placing by making an oral and legally
binding offer to acquire Placing Shares you will be deemed to have read and
understood this announcement in its entirety (including the Appendix) and to be
making such offer on the terms and conditions contained herein and to be
providing the representations, warranties and acknowledgements contained in the
Appendix to this announcement.


Application will be made to the Financial Services Authority (the 'FSA') for
admission of the Placing Shares to the Official List maintained by the UK
Listing Authority and to the London Stock Exchange (the 'LSE') for admission to
trading of the Placing Shares on the LSE's market for listed securities
(together, 'Admission'). It is expected that Admission will take place on or
before 17 October 2007 and that dealings in the Placing Shares on the LSE's main
market for listed securities will commence at the same time.


For further information:


Cookson:
Nick Salmon                                              [phone]
Mike Butterworth                                         [phone]
Anna Hartropp                                            [phone]

JPMorgan Cazenove:
Patrick Magee                                            [phone]
Jonathan Wilcox                                          [phone]


Merrill Lynch International:
Oli Greaves                                              [phone]
Aukse Jurkute                                            [phone]


Hogarth:
John Olsen                                               [phone]
Julian Walker                                            [phone]



Disclaimer


This announcement does not constitute an offer to sell or issue, or the
solicitation of an offer to buy or subscribe for, Placing Shares in any
jurisdiction including, without limitation, the United Kingdom, the United
States, Australia, Canada or Japan. This announcement and the information
contained herein is not for publication or distribution, directly or indirectly,
to persons in the United States, Australia, Canada, Japan or in any jurisdiction
in which such publication or distribution is unlawful.


The Placing Shares referred to in this announcement have not been and will not
be registered under the US Securities Act of 1933, as amended (the 'Securities
Act') or with any securities regulatory authority of any State or other
jurisdiction of the United States, and may not be offered, sold or transferred
within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
  Any offering to be made in the United States will be made to a limited number
of qualified institutional buyers ('QIBs') pursuant to an exemption from
registration under the Securities Act in a transaction not involving any public
offering. The Placing Shares are being offered and sold outside the United
States in accordance with Regulation S under the Securities Act.


The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company, the Managers, or any of their respective Affiliates,
that would permit an offer of the Placing Shares or possession or distribution
of this announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required by
the Company and the Managers to inform themselves about and to observe any such
restrictions.


Certain statements made in this announcement are forward looking statements.
Such forward looking statements are based on current expectations and numerous
assumptions regarding the Company's present and future business strategies and
the environments in which the Company will operate in the future. Such
assumptions may or may not prove to be correct and actual results and
performance could differ materially from any expected further results or
performances, express or implied, by the forward looking statements. Factors
that might cause forward looking statements to differ materially from actual
results include, among other things, changes in global, political, economic,
business, competitive, market and regulatory forces, future exchange and
interest rates and future business combinations or disposals. The Company
expressly disclaims and assumes no responsibility to update or revise any of the
forward looking statements contained in this announcement to reflect any change
in the Company's expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.


Any indication in this announcement of the price at which ordinary shares in the
Company have been bought or sold in the past cannot be relied upon as a guide to
future performance. No statement in this announcement is intended to be a profit
forecast and no statement in this announcement should be interpreted to mean
that earnings per share of the Company for the current or future financial years
would necessarily match or exceed the historical published earnings per share of
the Company.


The Managers are acting exclusively for Cookson in connection with the Placing
and no-one else and will not be responsible to anyone other than Cookson for
providing the protections afforded to their clients or for providing advice in
relation to the Placing or any matter referred to in this announcement.


This announcement is the sole responsibility of the Company. No representation
or warranty, express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by the Managers or by
any of their respective Affiliates or agents as to or in relation to, the
accuracy or completeness of this announcement, or any other written or oral
information made available to or publicly available to any invested party or its
advisers, and any liability therefore is hereby expressly disclaimed.


Appendix - Terms and conditions of the Placing


Important information on the Placing


NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO
AUSTRALIA, CANADA, JAPAN OR THE UNITED STATES


IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING


MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS
APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY AT
PERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGING
AND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIR
BUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
AND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 ('FSMA'), BEING PERSONS FALLING WITHIN THE MEANING
OF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE 'PROSPECTUS
DIRECTIVE') AND (2) IN

THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE 'ORDER') OR
ARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ('HIGH NET WORTH COMPANIES,
UNINCORPORATED ASSOCIATIONS, ETC') OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS 'RELEVANT PERSONS'). THIS APPENDIX AND THE TERMS AND CONDITIONS
SET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) MUST NOT BE ACTED
ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT
HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS APPENDIX (AND THE ANNOUNCEMENT
OF WHICH IT FORMS PART) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THIS
APPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN COOKSON.


EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS AND
RELATED ASPECTS OF A PURCHASE OF PLACING SHARES.


This announcement and any subsequent offer made is only addressed to and
directed at persons in member states of the European Economic Area ('EEA') who
are 'qualified investors' within the meaning of Article 2(1)(e) of the
Prospectus Directive (Directive 2003/71/EC) ('Qualified Investors').


By participating in the bookbuilding procedure (the 'Bookbuilding') and the
Placing, Placees will be deemed to have read and understood this Appendix in its
entirety, to be participating, making an offer and acquiring Placing Shares on
the terms and conditions contained herein and to be providing the
representations, warranties, acknowledgements and undertakings contained herein.


In particular each such Placee represents, warrants and acknowledges that it:


1.       is a Relevant Person and undertakes that it will acquire, hold, manage
or dispose of any Placing Shares that are allocated to it for the purposes of
its business;


2.       in the case of a Relevant Person in a member state of the EEA which has
implemented the Prospectus Directive (each, a 'Relevant Member State') who
acquires any Placing Shares pursuant to the Placing:


(a)     it is a Qualified Investor; and


(b)     in the case of any Placing Shares acquired by it as a financial
intermediary, as that term is used in Article 3(2) of the Prospectus Directive,


(i)      the Placing Shares acquired by it in the Placing have not been acquired
on behalf of, nor have they been acquired with a view to their offer or resale
to, persons in any Relevant Member State other than Qualified Investors or in
circumstances in which the prior consent of the Managers has been given to the
offer or resale; or


(ii)     where Placing Shares have been acquired by it on behalf of persons in
any member state of the EEA other than Qualified Investors, the offer of those
Placing Shares to it is not treated under the Prospectus Directive as having
been made to such persons; and


3.       is acquiring the Placing Shares for its own account or is acquiring the
Placing Shares for an account with respect to which it exercises sole investment
discretion, and that it (and any such account) is outside the United States, or
it is a dealer or other professional fiduciary in the United States acting on a
discretionary basis for non-US beneficial owners (other than an estate or
trust), in reliance on Regulation S under the Securities Act; or if it is in the
United States, it is a QIB as defined in Rule 144A under the Securities Act (and
has received an investor letter to that effect).


This announcement (including this Appendix) does not constitute an offer to sell
or issue or the solicitation of an offer to buy or subscribe for Placing Shares
in any jurisdiction including, without limitation, the United Kingdom, the
United States, Canada, Australia or Japan. This announcement and the information
contained herein is not for publication or distribution, directly or indirectly,
to persons in the United States, Canada, Australia, Japan or in any jurisdiction
in which such publication or distribution is unlawful.


The Placing Shares referred to in this announcement have not been and will not
be registered under the Securities Act or with any securities regulatory
authority of any State or other jurisdiction of the United States, and may not
be offered, sold or transferred within the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Any offering to be made in the United States
will be made to a limited number of QIBs pursuant to an exemption from
registration under the Securities Act or in a transaction not involving any
public offering. The Placing Shares are being offered and sold outside the
United States in accordance with Regulation S under the Securities Act.


The distribution of this announcement and the Placing and/or issue of the
Placing Shares in certain jurisdictions may be restricted by law. No action has
been taken by the Company, the Managers, or any of their respective Affiliates,
that would permit an offer of the Placing Shares or possession or distribution
of this announcement or any other offering or publicity material relating to
such Placing Shares in any jurisdiction where action for that purpose is
required. Persons into whose possession this announcement comes are required by
the Company and the Managers to inform themselves about and to observe any such
restrictions.


In this Appendix, unless the context otherwise requires, the 'Company' means
Cookson Group plc and 'Placee' includes a person (including individuals, funds
or others) on whose behalf a commitment to acquire Placing Shares has been
given.


No prospectus


No prospectus or other offering document has been or will be submitted to be
approved by the FSA in relation to the Placing and the Placees' commitments will
be made solely on the basis of the information contained in this announcement,
the Pricing Announcement (as defined below) and any information publicly
announced to a Regulatory Information Service by or on behalf of the Company on
or prior to the date of this announcement (the 'Publicly Available
Information'). Each Placee, by participating in the Placing, agrees that it has
neither received nor relied on any information, representation, warranty or
statement made by or on behalf of any of the Managers or the Company other than
the Publicly Available Information and none of the Managers, the Company nor any
person acting on such person's behalf nor any of their Affiliates has or shall
have any liability for any Placee's decision to accept this invitation to
participate in the Placing based on any other information, representation,
warranty or statement. Each Placee acknowledges and agrees that it has relied on
its own investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in this paragraph
shall exclude the liability of any person for fraudulent misrepresentation.


Details of the Placing Agreement and the Placing Shares


The Banks have entered into a placing agreement (the 'Placing Agreement') with
the Company under which the Managers have undertaken, on the terms and subject
to the conditions set out in the Placing Agreement, acting severally, and not
jointly or jointly and severally, to use their reasonable endeavours to procure
Placees for, and Merrill Lynch and JPMSL (the 'Underwriters') have undertaken to
underwrite, the Placing Shares.


The Placing Shares will, when issued, be credited as fully paid and will rank
pari passu in all respects with the existing issued ordinary shares of 10 pence
per share in the capital of the Company, including the right to receive all
dividends and other distributions declared, made or paid in respect of such
ordinary shares after the date of issue of the Placing Shares other than the
Interim Dividend.


Application for admission to listing and trading


Application will be made to the Financial Services Authority and the LSE for
Admission. It is expected that Admission will take place on or before 17 October
2007 and that dealings in the Placing Shares on the LSE's main market for listed
securities will commence at the same time.


Bookbuilding


The Managers will today commence the Bookbuilding to determine demand for
participation in the Placing by Placees. This Appendix gives details of the
terms and conditions of, and the mechanics of participation in, the Placing. No
commissions will be paid to Placees or by Placees in respect of any Placing
Shares.


The Managers and the Company shall be entitled to effect the Placing by such
alternative method to the Bookbuilding as they may, in their sole discretion,
determine.


Principal terms of the Bookbuilding and Placing


1.       Participation in the Placing will only be available to persons who may
lawfully be, and are, invited by the Managers to participate. Each Manager is
entitled to enter bids in the Bookbuilding.


2.       The Bookbuilding will establish a single price (the 'Placing Price')
payable to the Managers by all Placees whose bids are successful. The Placing
Price will be agreed between the Managers following completion of the
Bookbuilding in accordance with the terms of the Placing Agreement. The Placing
Price will be announced (the 'Pricing Announcement') on a Regulatory Information
Service following the completion of the Bookbuilding.


3.       To bid in the Bookbuilding, Placees should communicate their bid by
telephone to their usual sales contact at Merrill Lynch or JPMorgan Cazenove
respectively. Each bid should state the number of shares in the Company which a
prospective Placee wishes to acquire at either the Placing Price which is
ultimately established by the Company and the Managers or at prices up to a
price limit specified in its bid. Bids may be scaled down by the Managers on the
basis referred to in paragraph 7 below. Each of the Managers is arranging the
Placing severally, and not jointly, or jointly and severally, as agent of the
Company.


4.       The Bookbuilding is expected to close no later than 9.00 p.m. (London
time) on 12 October 2007 but may be closed earlier at the sole discretion of the
Managers. The Managers may, in agreement with the Company, accept bids that are
received after the Bookbuilding has closed.


5.       If you choose to participate in the Placing by making an oral and
legally-binding offer to acquire Placing Shares you will be deemed to have read
and understood this announcement in its entirety (including this Appendix) and
to be making such offer on the terms and conditions contained herein and to be
providing the representations, warranties and acknowledgements contained in this
Appendix. Allocations will be confirmed orally by the relevant Bank as soon as
practicable following the close of the Bookbuilding. The relevant Bank's oral
confirmation of an allocation will give rise to a legally-binding commitment by
the Placee concerned, in favour of the relevant Bank and the Company, under
which it agrees to acquire the number of Placing Shares allocated to it on the
terms and subject to the conditions set out in this Appendix and the Company's
Memorandum and Articles of Association.


6.       The Company will make a further announcement following the close of the
Bookbuilding detailing the price at which the Placing Shares have been placed.


7.       Subject to paragraphs 3 and 5 above, the Banks may choose to accept
bids, either in whole or in part, on the basis of allocations determined at
their discretion and may scale down any bids for this purpose on such basis as
they may determine.  They may also, notwithstanding paragraphs 4 to 6 above, (a)
allocate Placing Shares after the time of any initial allocation to any person
submitting a bid after that time and (b) allocate Placing Shares after the
Bookbuilding has closed to any person submitting a bid after that time


8.       Allocations will be confirmed in writing by the Managers by no later
than 9.00 p.m. (London time) on 12 October 2007. Any Placing Share for which
placees cannot be found by the Managers shall be allotted and issued to the
Underwriters.


9.       A bid in the Bookbuilding will be made on the terms and subject to the
conditions in this Appendix and will be legally binding on the Placee on behalf
of which it is made and except with the relevant Manager's consent will not be
capable of variation or revocation after the time at which it is submitted. Each
Placee will have an immediate, separate, irrevocable and binding obligation to
pay to the relevant Manager (or as it may direct) in cleared funds an amount
equal to the product of the Placing Price and the number of Placing Shares such
Placee has agreed to acquire.


10.     Except as required by law or regulation, no press release or other
announcement will be made by the Managers or the Company using the name of any
Placee (or its agent), in its capacity as Placee (or agent), other than with
such Placee's prior written consent.


11.     Irrespective of the time at which a Placee's allocation(s) pursuant to
the Placing is/are confirmed, settlement for all Placing Shares to be acquired
pursuant to the Placing will be required to be made at the same time, on the
basis explained below under 'Registration and Settlement'.


12.     All obligations under the Bookbuilding and Placing will be subject to
fulfilment of the conditions referred to below under 'Conditions of the Placing'
and to the Placing not being terminated on the basis referred to below under
'Termination of the Placing'.


13.     By participating in the Bookbuilding each Placee will agree that its
rights and obligations in respect of the Placing will terminate only in the
circumstances described below and will not be capable of rescission or
termination by the Placee.


14.     To the fullest extent permissible by law, none of the Banks nor any of
their Affiliates shall have any liability to Placees (or to any other person
whether acting on behalf of a Placee or otherwise). In particular, none of the
Banks nor any of their Affiliates shall have any liability (including, to the
extent permissible by law, any fiduciary duties) in respect of the Managers'
conduct of the Bookbuilding or of such alternative method of effecting the
Placing as the Managers and the Company may agree.


Registration and Settlement


The Company has undertaken that it will, prior to 9.00 a.m. (London time) on the
day of Admission and subject only to Admission, allot the Placing Shares to the
CREST account of Merrill Lynch on behalf of the Managers as nominee for the
Placees (or, in the event that Placees are not found for all the Placing Shares,
the Underwriters), pending transfer of legal title on the terms that upon such
allotment becoming unconditional, the Placing Shares shall be credited as fully
paid and shall rank pari passu in all respects with the existing ordinary shares
of the Company, including the right to receive all dividends  and other
distributions declared, made or paid on or in respect of such ordinary shares
after the date of issue and allotment of the Placing Shares other than the
Interim Dividend.


If Placees are allocated any Placing Shares in the Placing they will be sent a
contract note or electronic confirmation which will confirm the number of
Placing Shares allocated to them, the Placing Price and the aggregate amount
owed by them to the relevant Bank. Each Placee will be deemed to agree that it
will do all things necessary to ensure that delivery and payment is completed in
accordance with either the standing CREST or certificated settlement
instructions which they have in place with the relevant Bank.


Settlement of transactions in the Placing Shares following Admission will take
place within the CREST system. Settlement through CREST will be on a T+3 basis
unless otherwise notified by the Managers and is expected to occur on or before
17 October 2007. Settlement will be on a delivery versus payment basis. The
Managers shall hold the Placing Shares allotted on behalf of the Placees until
the transfer of legal title has been effected through CREST. If in the
reasonable opinion of the Company and the Managers it is impracticable for the
Placing Shares to be admitted to CREST, the Company may issue all the Placing
Shares in certificated form.


The Managers reserve the right to require settlement for the Placing Shares, and
to deliver the Placing Shares to Placees, by such other means as they deem
necessary if delivery or settlement to Placees is not practicable within the
CREST system or would not be consistent with regulatory requirements in a
Placee's jurisdiction. Interest is chargeable daily on payments not received on
the due date in accordance with the arrangements set out above, in respect of
either CREST or certificated deliveries, at the rate of 2 percentage points
above prevailing LIBOR. If Placees do not comply with their obligations the
relevant Bank may sell their Placing Shares on their behalf and retain from the
proceeds, for its own account and benefit, an amount equal to the Placing Price
of each share sold plus any interest due. Placees will, however, remain liable
for any shortfall below the Placing Price and for any stamp duty or stamp duty
reserve tax (together with any interest or penalties) which may arise upon the
sale of their Placing Shares on their behalf.


Conditions of the Placing


The Placing is conditional upon the Placing Agreement becoming unconditional and
not having been terminated in accordance with its terms.


The obligations of the Banks under the Placing Agreement are, and the Placing
is, conditional on, inter alia:


1.         publication of this announcement and the Rule 2.5 Announcement
through a Regulatory Information Service by no later than 8.30 a.m. (London
time) today;


2.         save to the extent not materially adverse in the context of the
Placing, selected warranties given by the Company in the Placing Agreement being
true and accurate and not misleading in any respect on and as of the date of the
Placing Agreement and at any time before Admission;


3.         the application of the Company for Admission not being withdrawn or
refused by the FSA or the LSE prior to 8 a.m. (London time) on 19 October 2007
(or such later time and/or date as the Company and the Managers may determine);
and


4.         the Company allotting, subject only to Admission, the Placing Shares
in accordance with the Placing Agreement.


If the conditions in the Placing Agreement are not satisfied or waived in
accordance with the Placing Agreement within the stated time periods (or such
later time and/or date as the Company and the Banks may agree), or the Placing
Agreement is terminated in accordance with its terms, the Placing will lapse and
the Placee's rights and obligations shall cease and terminate at such time and
each Placee agrees that no claim can be made by or on behalf of the Placee (or
any person on whose behalf the Placee is acting) in respect thereof.


By participating in the Bookbuilding, each Placee agrees that its rights and
obligations cease and terminate only in the circumstances described above and
under 'Termination of the Placing' below and will not be capable of rescission
or termination by it.


The Banks may, at their discretion and upon such terms as they think fit, waive
fulfilment of all or any of the conditions in the Placing Agreement (except for
the condition relating to Admission) or extend the time for fulfilment of any of
the conditions.


None of the Banks nor any of their Affiliates nor the Company shall have any
liability to any Placee (or to any other person whether acting on behalf of a
Placee or otherwise) in respect of any decision any of them may make as to
whether or not to waive or to extend the time and/or date for the satisfaction
of any condition to the Placing nor for any decision any of them may make as to
the satisfaction of any condition or in respect of the Placing generally.


Termination of the Placing


The Banks may, at their absolute discretion and after consultation with the
Company where reasonably practicable, by joint notice in writing to the Company
served prior to Admission, terminate the Placing Agreement if, inter alia:


1.         the Banks become aware that any of the selected warranties given by
the Company and referred to above is, or if repeated at any time up to and
including Admission (by reference to the facts and circumstances then existing)
would be, untrue, inaccurate, incorrect or misleading, save to the extent not
materially adverse in the context of the Placing; or


2.         the Banks request the Company to make a public announcement in
accordance with the Placing Agreement, and the Company declines to make such
announcement where the effect of the Company failing to do so would be
materially adverse in the context of the Placing; or


3.         the application of the Company for Admission is withdrawn or is
refused by the FSA or the LSE.


If the Placing Agreement is terminated in accordance with its terms, the rights
and obligations of each Placee in respect of the Placing as described in this
announcement (including this Appendix) shall cease and terminate at such time
and no claim can be made by any Placee in respect thereof.


By participating in the Placing, each Placee agrees with the Company and the
Banks that the exercise by the Banks of any right of termination or any other
right or other discretion under the Placing Agreement shall be within the
absolute discretion of the Banks and that the Banks need not make any reference
to such Placee and that neither the Banks nor any of their Affiliates nor the
Company shall have any liability to such Placee (or to any other person whether
acting on behalf of a Placee or otherwise) whatsoever in connection with any
such exercise.


By participating in the Placing, each Placee agrees that its rights and
obligations terminate only in the circumstances described above and will not be
capable of rescission or termination by it after oral confirmation by the
Managers following the close of the Bookbuilding.


Representations and further terms


By submitting a bid in the Bookbuilding, each prospective Placee (and any person
acting on such Placee's behalf) represents, warrants, acknowledges and agrees
(for itself and for any such prospective Placee) that:


1.       it has read this announcement (including this Appendix) in its entirety
and that its purchase of the Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements, agreements and
undertakings and other information contained herein;


2.       it has not received a prospectus or other offering document in
connection with the Placing and acknowledges that no prospectus or other
offering document has been or will be prepared in connection with the Placing;


3.       if the Placing Shares were offered to it in the United States, it
represents and warrants that in making its investment decision, (i) it has
consulted its own independent advisers or otherwise has satisfied itself
concerning, without limitation, the effects of United States federal, state and
local income tax laws and foreign tax laws generally and the US Investment
Company Act of 1940 and the Securities Act, (ii) it has received all information
(including the business, financial condition, prospects, creditworthiness,
status and affairs of the Company, the Placing and the Placing Shares, as well
as the opportunity to ask questions) concerning the Company, the Placing and the
Placing Shares that it believes is necessary or appropriate in order to make an
investment decision in respect of the Company and the Placing Shares and (iii)
it is aware and understands that an investment in the Placing Shares involves a
considerable degree of risk and no US federal or state or non-US agency has made
any finding or determination as to the fairness for investment or any
recommendation or endorsement of the Placing Shares;


4.       (i) it has made its own assessment of the Company, the Placing Shares
and the terms of the Placing based on Publicly Available Information, (ii) none
of the Banks, their respective Affiliates or the Company has made any
representation to it, express or implied, with respect to the Company, the
Placing or the Placing Shares or the accuracy, completeness or adequacy of the
Publicly Available Information and (iii) it has conducted its own investigation
of the business, financial and other position of the Company, the Placing and
the Placing Shares, satisfied itself that the information is still current and
relied on that investigation for the purposes of its decision to participate in
the Placing;


5.       the content of this announcement is exclusively the responsibility of
the Company and that none of the Banks nor any person acting on their behalf is
responsible for or has or shall have any liability for any information or
representation relating to the Company contained in this announcement or the
Publicly Available Information nor will be liable for any Placee's decision to
participate in the Placing based on any information, representation, warranty or
statement contained in this announcement, the Publicly Available Information or
otherwise. Nothing in this Appendix shall exclude any liability of any person
for fraudulent misrepresentation;


6.       it is not, and at the time the Placing Shares are acquired will not be
a resident of Australia, Canada or Japan, and each of it and the beneficial
owner of the Placing Shares is, and at the time the Placing Shares are acquired
will be, (i) not in the United States, or (ii) a QIB, or (iii) acquiring the
Placing Shares in an 'offshore transaction' in accordance with Rule 903 or Rule
904 of Regulation S under the Securities Act, and has such knowledge and
experience in financial and business matters as to be capable of evaluating the
merits and risks of an investment in the Placing Shares, will not look to the
Banks for all or part of any such loss it may suffer, is able to bear the
economic risk of an investment in the Placing Shares, is able to sustain a
complete loss of the investment in the Placing Shares and has no need for
liquidity with respect to its investment in the Placing Shares and represents
and, in the case of (ii) above, warrants that it is acquiring the Placing Shares
for its own account or for one or more accounts as to each of which it exercises
sole investment discretion and each of which is a QIB, for investment purposes
and not with a view to any distribution or for resale in connection with, the
distribution thereof in whole or in part, in the United States;


7.       the Placing Shares have not been registered or otherwise qualified, and
will not be registered or otherwise qualified, for offer and sale nor will a
prospectus be cleared in respect of any of the Placing Shares under the
securities laws of the United States, Australia, Canada or Japan and, subject to
certain exceptions, may not be offered, sold, taken up, renounced or delivered
or transferred, directly or indirectly, within the United States, Australia,
Canada or Japan;


8.       it and/or each person on whose behalf it is participating:


(i)      is entitled to acquire Placing Shares pursuant to the Placing under the
laws of all relevant jurisdictions;


(ii)      has fully observed such laws;


(iii)     has capacity and authority and is entitled to enter into and perform
its obligations as an acquirer of Placing Shares and will honour such
obligations; and


(iv)     has obtained all necessary consents and authorities (including, without
limitation, in the case of a person acting on behalf of a Placee, all necessary
consents and authorities to agree to the terms set out or referred to in this
Appendix) to enable it to enter into the transactions contemplated hereby and to
perform its obligations in relation thereto;


9.       the Placing Shares have not and will not be registered under the
Securities Act, or under the securities laws of any state of the United States,
and are being offered and sold on behalf of the Company in offshore transactions
(as defined in Regulation S under the Securities Act) and to QIBs in reliance
upon Rule 144A or another exemption from, or transaction not subject to, the
registration requirements under the Securities Act;


10.     the Placing Shares offered and sold in the United States are 'restricted
securities' within the meaning of Rule 144(a)(3) under the Securities Act;


11.     so long as the Placing Shares are 'restricted securities' within the
meaning of Rule 144(a)(3) under the Securities Act, it will not deposit the
Placing Shares into any unrestricted depositary receipt facility maintained by
any depositary bank in respect of the Company's ordinary shares;


12.     it will not reoffer, sell, pledge or otherwise transfer the Placing
Shares except (i) in an offshore transaction in accordance with Regulation S
under the Securities Act; (ii) in the United States to QIBs pursuant to Rule
144A under the Securities Act; (iii) pursuant to Rule 144 under the Securities
Act (if available) or (iv) pursuant to an effective registration statement under
the Securities Act and that, in each such case, such offer, sale, pledge, or
transfer will be made in accordance with any applicable securities laws of any
state of the United States;


13.     if it is acquiring Placing Shares for the account of one or more QIBs,
it has full power to make the acknowledgements, representations, warranties and
agreements herein on behalf of each such account;


14.     it acknowledges that where it is acquiring the Placing Shares for one or
more managed accounts, it represents and warrants that it is authorised in
writing by each managed account to acquire the Placing Shares for each managed
account;


15.     if it is a pension fund or investment company, its acquisition of
Placing Shares is in full compliance with applicable laws and regulations;


16.     no representation has been made as to the availability of any other
exemption under the Securities Act for the reoffer, resale, pledge or transfer
of the Placing Shares;


17.     participation in the Placing is on the basis that it is not and will not
be a client of any of the Banks and that the Banks have no duties or
responsibilities to a Placee for providing protections afforded to their
respective clients or for providing advice in relation to the Placing nor in
respect of any representations, warranties, undertakings or indemnities
contained in the Placing Agreement;


18.     it will make payment to the Managers in accordance with the terms and
conditions of this announcement on the due times and dates set out in this
announcement, failing which the relevant Placing Shares may be placed with
others on such terms as the Managers determine;


19.     the person whom it specifies for registration as holder of the Placing
Shares will be (i) the Placee or (ii) a nominee of the Placee, as the case may
be. The Banks and the Company will not be responsible for any liability to stamp
duty or stamp duty reserve tax resulting from a failure to observe this
requirement. It agrees to acquire Placing Shares pursuant to the Placing on the
basis that the Placing Shares will be allotted to a CREST stock account of one
of the Banks who will hold them as nominee on behalf of the Placee until
settlement in accordance with its standing settlement instructions with it;


20.     the allocation, allotment, issue and delivery to it, or the person
specified by it for registration as holder, of Placing Shares will not give rise
to a stamp duty or stamp duty reserve tax liability under (or at a rate
determined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986
(depository receipts and clearance services) and that it is not participating in
the Placing as nominee or agent for any person or persons to whom the
allocation, allotment, issue or delivery of Placing Shares would give rise to
such a liability;


21.     it and any person acting on its behalf falls within Article 19(5) and/or
49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended, and undertakes that it will acquire, hold,
manage and (if applicable) dispose of any Placing Shares that are allocated to
it for the purposes of its business only;


22.     it has not offered or sold and will not offer or sell any Placing Shares
to persons in the United Kingdom prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in the United Kingdom within the meaning of section 85(1)
of FSMA;


23.     it is a qualified investor as defined in section 86(7) of FSMA, being a
person falling within Article 2.1(e)(i), (ii) or (iii) of the Prospectus
Directive;


24.     it has only communicated or caused to be communicated and it will only
communicate or cause to be communicated any invitation or inducement to engage
in investment activity (within the meaning of section 21 of FSMA) relating to
Placing Shares in circumstances in which section 21(1) of FSMA does not require
approval of the communication by an authorised person;


25.     it has complied and it will comply with all applicable provisions of
FSMA with respect to anything done by it or on its behalf in relation to the
Placing Shares in, from or otherwise involving the United Kingdom;


26.     it has not offered or sold and will not offer or sell any Placing Shares
to persons in the EEA prior to Admission except to persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purpose of their business or
otherwise in circumstances which have not resulted and which will not result in
an offer to the public in any member state of the EEA within the meaning of the
Prospectus Directive (which means Directive 2003/71/EC and includes any relevant
implementing measure in any member state);


27.     it has complied with its obligations in connection with money laundering
and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act
2000, and the Money Laundering Regulations 2003 (the 'Regulations') and, if
making payment on behalf of a third party, that satisfactory evidence has been
obtained and recorded by it to verify the identity of the third party as
required by the Regulations;


28.     the Company, the Banks and others will rely upon the truth and accuracy
of the foregoing representations, warranties, acknowledgements and agreements;


29.     the Placing Shares will be issued subject to the terms and conditions of
this Appendix; and


30.     this Appendix and all documents into which this Appendix is incorporated
by reference or otherwise validly forms a part will be governed by and construed
in accordance with English law. All agreements to acquire shares pursuant to the
Bookbuilding and/or the Placing will be governed by English law and the English
courts shall have exclusive jurisdiction in relation thereto except that
proceedings may be taken by the Company or the Banks in any jurisdiction in
which the relevant Placee is incorporated or in which any of its securities have
a quotation on a recognised stock exchange.


By participating in the Placing, each Placee (and any person acting on such
Placee's behalf) agrees to indemnify and hold the Company and the Banks harmless
from any and all costs, claims, liabilities and expenses (including legal fees
and expenses) arising out of or in connection with any breach of the
representations, warranties, acknowledgements, agreements and undertakings in
this Appendix and further agrees that the provisions of this Appendix shall
survive after completion of the Placing.


Please also note that the agreement to allot and issue Placing Shares to Placees
(or the persons for whom Placees are contracting as agent) free of stamp duty
and stamp duty reserve tax in the UK relates only to their allotment and issue
to Placees, or such persons as they nominate as their agents, direct by the
Company. Such agreement assumes that the Placing Shares are not being acquired
in connection with arrangements to issue depositary receipts or to transfer the
Placing Shares into a clearance service. If there were any such arrangements, or
the settlement related to other dealings in the Placing Shares, stamp duty or
stamp duty reserve tax may be payable, for which neither the Company nor the
Banks would be responsible. If this is the case, it would be sensible for
Placees to take their own advice and they should notify the relevant Manager
accordingly. In addition, Placees should note that they will be liable for any
capital duty, stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any interest,
fines or penalties relating thereto) payable outside the UK by them or any other
person on the acquisition by them of any Placing Shares or the agreement by them
to acquire any Placing Shares.


The representations, warranties, acknowledgements and undertakings contained in
this Appendix are given to each Bank for itself and on behalf of the Company and
are irrevocable.


The Managers are acting exclusively for the Company and no one else in
connection with the Bookbuilding and the Placing, and the Managers will not be
responsible to anyone (including any Placees) other than the Company for
providing the protections afforded to their respective clients or for providing
advice in relation to the Bookbuilding or the Placing or any other matters
referred to in this announcement.


Each Placee and any person acting on behalf of the Placee acknowledges that none
of the Banks owes fiduciary or other duties to any Placee in respect of any
representations, warranties, undertakings or indemnities in the Placing
Agreement.


Each Placee and any person acting on behalf of the Placee acknowledges and
agrees that each of the Managers may (at its absolute discretion) satisfy its
obligations to procure Placees by itself agreeing to become a Placee in respect
of some or all of the Placing Shares or by nominating any connected or
associated person to do so.


When a Placee or any person acting on behalf of the Placee is dealing with any
of the Managers, any money held in an account with any Manager on behalf of the
Placee and/or any person acting on behalf of the Placee will not be treated as
client money within the meaning of the relevant rules and regulations of the FSA
which therefore will not require the Managers to segregate such money, as that
money will be held by it under a banking relationship and not as trustee.


Past performance is no guide to future performance and persons needing advice
should consult an independent financial adviser.


All times and dates in this announcement may be subject to amendment. The
relevant Managers will notify Placees and any persons acting on behalf of the
Placees of any changes.


The information contained herein is not for publication or distribution,
directly or indirectly, in or into the United States, Canada, Australia or
Japan. The materials do not constitute or form part of any offer or solicitation
to purchase securities in the United States, nor may the securities be offered
or sold in the United States absent registration or an exemption from
registration as provided in the Securities Act, and the rules and regulations
thereunder. There is no intention to register any portion of the offering in the
United States or to conduct a public offering of shares in the United States.




DEFINITIONS


In this announcement, unless the context otherwise requires:


'Admission' means admission of the Placing Shares to the Official List becoming
effective in accordance with the Listing Rules and the admission of such shares
to trading on the London Stock Exchange's main market for listed securities
becoming effective in accordance with the Admission and Disclosure Standards;


'Admission and Disclosure Standards' means the Admission and Disclosure
Standards of the London Stock Exchange;


'Affiliate' means in respect of a person, any holding company or subsidiary
undertaking of such person or any subsidiary undertaking of any such holding
company, or any of their respective associated undertakings and for the purposes
of this definition, Cazenove Group Limited and its Affiliates shall be deemed
Affiliates of JPMorgan Cazenove;


'Banks' means Merrill Lynch, JPMorgan Cazenove and JPMSL;


'Bookbuilding' means the process to be carried out by the Managers to establish
demand at different prices from potential Placees for the Placing Shares;


'Cookson' or the 'Company' means Cookson Group plc, a company incorporated and
registered under the laws of England and Wales whose registered office is at 165
Fleet Street, London EC4A 2AE;


'EEA' means the European Economic Area;


'FSA' means the Financial Services Authority acting in its capacity as the
competent authority for the purposes of Part VI of FSMA and in the exercise of
its functions in respect of the admission of securities to the Official List
otherwise than in accordance with Part VI of FSMA;


'FSMA' means the Financial Services and Markets Act 2000;


'Group' means the Company and its subsidiary undertakings;


'Interim Dividend' means the interim dividend of 4.25 pence per ordinary share
payable on 15 October 2007 to ordinary shareholders on the Cookson register of
members as at 28 September 2007;


'JPMorgan Cazenove' means JPMorgan Cazenove Limited, a company incorporated and
registered under the laws of England and Wales and whose registered office is at
20 Moorgate, London, EC2R 6DA;


'JPMSL' means J.P. Morgan Securities Ltd., a company incorporated and registered
in England and Wales and whose registered office is at 125 London Wall, London
EC2Y 5AJ;


'Listing Rules' means the listing rules produced by the FSA under Part VI of
FSMA and forming part of the FSA's Handbook of rules and guidance, as amended
from time to time;


'LSE' or 'London Stock Exchange' means London Stock Exchange plc;


'Managers' means Merrill Lynch and JPMorgan Cazenove;


'Merrill Lynch' means Merrill Lynch International, a company incorporated and
registered under the laws of England and Wales whose registered office is at
Merrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ;


'Placees' means persons (including individuals, funds or others) on whose behalf
a commitment to acquire Placing Shares has been given and Placee means any one
of them;


'Placing' means the fully underwritten, non pre-emptive placing of the Placing
Shares on the terms in this announcement;


'Placing Agreement' means a placing agreement entered into by the Banks and the
Company in connection with the Placing;


'Placing Price' means the price per ordinary share of the Company at which the
Placing Shares are to be placed with Placees;


'Placing Shares' means the 18,583,519 new ordinary shares of 10 pence per share
in the capital of the Company to be placed according to the Placing;


'Pricing Announcement' means an announcement on a Regulatory Information Service
following the completion of the Bookbuilding containing the Placing Price;


'Publicly Available Information' means the information contained in this
announcement, the Rule 2.5 Announcement, the Pricing Announcement and any
information publicly announced to a Regulatory Information Service by or on
behalf of the Company on or prior to the date of this announcement;


'Qualified Investors' means persons in member states of the EEA who are
'qualified investors' within the meaning of Articles 2(1)(e) of the Prospectus
Directive (Directive 2003/71/EC);


'QIB' means qualified institutional buyer within the meaning of Rule 144A of the
Securities Act;


'Regulations' means the Money Laundering Regulations 2003;


'Regulation S' means Regulation S promulgated under the Securities Act;


'Regulatory Information Service' means any of the regulatory information
services included within the list maintained on the LSE's website;


'Relevant Member State' means a member state which has implemented the
Prospectus Directive;


'Rule 2.5 Announcement' means the separate announcement published jointly by the
Company and Foseco containing details of a recommended cash offer to be made by
Cookson for the entire issued and to be issued share capital of Foseco;


'Securities Act' means the US Securities Act of 1933, as amended;


'Underwriters' means Merrill Lynch and JPMSL;


'United Kingdom' or 'UK' means the United Kingdom of Great Britain and Northern
Ireland; and


'United States' or 'US' means the United States of America, its territories and
possessions, any State of the United States and the District of Columbia.





                      This information is provided by RNS
            The company news service from the London Stock Exchange         IIFVFIVLLLID