Rights Issue Update

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

              RIGHTS ISSUE FULLY SUBSCRIBED - £277 MILLION RAISED



Cookson is pleased to announce that the Rights Issue launched on 19 July 2002
has been fully subscribed and has raised £277 million net of expenses. As
announced earlier today, Cookson received valid acceptances in respect of
1,065,705,484 New Shares, representing approximately 91.6 per cent of the New
Shares offered by way of the 8 for 5 Rights Issue at 25 pence per share. The
remaining New Shares for which valid acceptances had not been received on 28
August 2002, were placed at a price of 30 pence per share today. Interest in
these remaining New Shares was four times subscribed.

The net proceeds of the sale of the shares placed today, after deduction of the
Issue Price of 25 pence per New Share and expenses of procuring subscribers,
will be paid by cheque (without interest) to Shareholders who have not taken up
their entitlements, pro rata to their lapsed provisional allotments. Net
proceeds of less than £3 per holding will not be so paid but will be aggregated
and retained for the benefit of the Company.

Commenting on the completion of the Rights Issue, Stephen Howard, Group Chief
Executive of Cookson, said:

'We are pleased that Shareholders have fully supported the Rights Issue and that
the Company has raised the £277 million it was seeking. This will allow Cookson
to continue to build on its leading market positions with a stronger balance
sheet. The proceeds will be applied to significantly reduce the Group's bank
facilities. This will leave the Company with a sustainable capital structure and
borrowings with long term maturity profiles. Cookson is now in a better position
to benefit from a sustained upturn in its key markets, especially given its high
operational leverage.'



Notes for Editors:

1. Pro-forma net debt position as at 30 June 2002, post Rights

                                        £m     Maturity

Loan Notes                             380     2005 - 2012 (Average : 7.5 years)

Convertible Bond                        80     November 2004

Syndicated bank facility*               20     September 2004

Overdrafts, etc.                        20

Cash                                  (28)
                                       ___

Net debt                               472
                                       ___


  *(Assumes net proceeds used to repay drawings under the Syndicated bank
facility)



2. Number of Ordinary Shares in issue post Rights Issue: 1,892 million



ENQUIRIES:

Cookson Group plc                                     Tel: [phone]
Stephen Howard, Group Chief Executive
Dennis Millard, Group Finance Director

Lazard                                                Tel: [phone]
Paul Gismondi

Cazenove                                              Tel: [phone]
Edmund Byers

Merrill Lynch                                         Tel: [phone]
Stephen Robinson

Citigate Dewe Rogerson                                Tel: [phone]
Jonathan Clare


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.


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