Scheme of arrangement

RNS Number : 6332T

Cookson Group PLC

17 December 2012

 



17 December 2012

COOKSON GROUP PLC

Demerger update: Scheme effective

Cookson Group plc ("Cookson") is pleased to announce that all the conditions to the scheme of arrangement of Cookson, which was announced on 1 November 2012, (the "Scheme") in connection with the proposed demerger of the Performance Materials division of Cookson to Alent plc have been satisfied and the Scheme has now become effective.

In accordance with the terms of the Scheme, the Cookson Shares have been cancelled and Cookson has become a wholly-owned subsidiary of Vesuvius plc. Vesuvius plc has issued and allotted one Vesuvius Share for each Cookson Share held by Scheme Shareholders on the Cookson register at 6.00 p.m. on 14 December 2012, the Scheme Record Time.

The listing of Cookson's Shares on the premium listing segment of the Official List and to trading on the London Stock Exchange's main market for listed securities is expected to be cancelled with effect from 8.00 a.m. on Monday 17 December 2012.

Vesuvius Admission is expected to commence at 8.00 a.m. on Monday 17 December 2012. CREST accounts will be credited with Vesuvius Shares at 8.00 a.m. on Monday 17 December 2012 and certificates in respect of Vesuvius Shares will be despatched by 28 December 2012.

Prior to the Demerger Effective Time, Vesuvius will be the holding company of the entire Cookson Group, including the Performance Materials division. Vesuvius will trade with the CKSN ticker during this period.

The Demerger, which is subject to the satisfaction of further conditions (including Court confirmation of the Vesuvius Capital Reduction), is expected to become effective prior to 8.00 a.m. on 19 December 2012. If the Demerger becomes effective, each Vesuvius Shareholder on the register at 6.00 p.m. on 18 December 2012, the Demerger Record Time, will receive one Alent Share in addition to each Vesuvius Share they already hold. Vesuvius will trade with the ticker VSVS once the Demerger becomes effective.

Admission of the Alent Shares to the premium listing segment of the Official list and to trading on the London Stock Exchange's main market for listed securities, under the ticker ALNT, is expected to occur at 8.00 a.m. on Wednesday 19 December 2012. CREST accounts will be credited with Alent Shares at the same time and certificates in respect of Alent Shares will be despatched by 2 January 2013.

A detailed timetable of events is set out in the circular sent to Cookson Shareholders dated 1 November 2012 (the "Circular").

Copies of the Circular are available for inspection during normal business hours on any business day at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ, up to and including the Demerger Effective Time.

Capitalised terms used in this announcement have the meanings given to them in the Circular.

About Cookson

Cookson Group plc is a leading materials science group, providing advanced materials and enabling technologies to its customers world-wide, servicing the key end-markets of steel production, foundry castings and electronics.

Vesuvius is a global leader in metal flow engineering, developing, manufacturing and marketing mission-critical ceramic consumable products and systems to demanding applications, primarily in the global steel and foundry industries. Vesuvius also supplies fabricated precious metals to the jewellery industry in Europe and has significant precious metals recycling operations.

Alent is a leading global supplier of advanced surface treatment plating chemicals and electronics assembly materials. The principal end-market is global electronics production which accounts for approximately three-quarters of net sales value with the automotive and industrial end-markets the balance.

Contacts

Cookson                                                                 Tel: [phone]

Richard Malthouse, Group Secretary              

MHP Communications                                             Tel: [phone]

John Olsen                                                              

Ian Payne

 

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