Rights Issue Results

Cookson Group PLC
29 August 2002


                                                           FOR IMMEDIATE RELEASE

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, FRANCE, NEW ZEALAND, THE REPUBLIC OF IRELAND
OR THE REPUBLIC OF SOUTH AFRICA


                               COOKSON GROUP PLC

                          91.6% RIGHTS ISSUE TAKE-UP;

                   BOOKBUILDING FOR RUMP PLACEMENT COMMENCES

The Board of Cookson announces that on 28 August 2002, the last date for
acceptance and payment in full for New Shares under the terms of the Rights
Issue, valid acceptances were received in respect of 1,065,705,484 New Shares
representing approximately 91.6 per cent of the New Shares offered by way of
rights.

A bookbuilt placing to procure subscribers for the remaining 98,386,100 New
Shares at a price of not less than 25 pence per share will commence today.

Notes :

Definitions used in the Prospectus dated 19 July 2002 shall have the same
meanings when used in this announcement, unless the context requires otherwise.

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 Nil Paid Rights, the
Fully Paid Rights or the New Shares (the 'Securities'). Any purchase of, or
application for, Securities in the Rights Issue should only be made on the basis
of information contained in the Prospectus dated 19 July 2002 and any supplement
thereto.

The Securities have not been and will not be registered under the US Securities
Act of 1933 or under the securities laws of any state of 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 Shares
been lodged with or registered by the Australian Securities and Investments
Commission. Accordingly, subject to certain exceptions, the Securities may not
be offered, sold, delivered, renounced or transferred, directly or indirectly,
in or into the Excluded Territories. There is no public offer of the Securities
in the United States.

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 adviser.

Each of Lazard, Cazenove and Merrill Lynch is acting exclusively for Cookson and
no-one else in connection with the Share Capital Reorganisation and the Rights
Issue and will not be responsible to anyone other than Cookson for providing the
protections afforded to clients of Lazard, Cazenove or Merrill Lynch or for
providing advice in relation to the Share Capital Reorganisation and the Rights
Issue or any matters referred to herein.

The address of Lazard Brothers & Co., Limited and Lazard Capital Markets
('Lazard') is 21 Moorfields, London EC2P 2HT. The address of Cazenove & Co. Ltd
('Cazenove') is 12 Tokenhouse Yard, London EC2R 7AN. The address of Merrill
Lynch International ('Merrill Lynch') is 2 King Edward Street, London EC1A 1HQ.

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