Statement re Possible Offer

Cookson Group PLC
02 October 2007



                                                                  2 October 2007



    Cookson Group plc ('Cookson') confirms approach to Foseco plc ('Foseco')


Cookson notes the announcement regarding a potential offer for Foseco.  Cookson
confirms that it has made a conditional indicative proposal to the board of
Foseco to acquire the entire issued and to be issued share capital of Foseco at
295 pence per share in cash.  In addition, Foseco shareholders would still
receive the interim dividend of 1.73 pence per share declared on 13 September
2007. On the basis of the discussions held to date, the board of Foseco has
agreed that Cookson can undertake certain limited due diligence.

There can be no certainty that Cookson's indicative proposal will ultimately
result in any offer or transaction.  A further announcement will be made if
appropriate.

The distribution of this announcement into jurisdictions other than the United
Kingdom may be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about and observe such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities laws of any such jurisdiction.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Takeover Code (the 'Code'), if any
person is, or becomes, 'interested' (directly or indirectly) in 1% or more of
any class of 'relevant securities' of Foseco, 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acceptances, lapses or is otherwise withdrawn or on which the 'offer period'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 Foseco, they will be deemed to be a single person for the
purposes of Rule 8.3.

Under the provisions of Rule 8.1 of the Code, all 'dealings' in 'relevant
securities' of Foseco by Cookson or Foseco, or by any of their respective '
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 of the Code, you should consult the Panel.




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