Termination SEC Registration

Cookson Group PLC
17 October 2005


17 October 2005


                      Cookson announces intention to terminate
                   SEC Registration and effect Capital Reduction

On 19 September 2005, Cookson Group plc ('Cookson' or the 'Company') announced
that it was examining the steps required to terminate registration of its
ordinary shares ('De-registration') with the US Securities and Exchange
Commission ('SEC').  De-registration requires that the number of US resident
holders of the Company's shares, whether they hold shares directly or through a
nominee, be below 300.  The Company confirms that it intends to seek shareholder
approval to amend its Articles of Association to allow the Directors to require
its US resident shareholders to sell their shares into the market.  If these
amendments are approved, the Board intends to exercise this power if necessary
to reduce the number of US resident shareholders to below 300.

If approved, the Board would further be able to exercise this power from time to
time after De-registration in order to maintain the number of US resident
shareholders below 300 at each financial year end of the Company, which would be
required under current SEC rules for the Company to remain exempt from SEC
re-registration.  To the same end, the Company might amend the terms of certain
of its employee share schemes to provide for cash settlement of any options to
receive its shares held by US residents, if this cash settlement becomes
necessary to maintain the number of the Company's US resident optionholders
below 300.  The Company will also consider whether to settle share awards
granted to US resident employees under certain share schemes with cash.

In line with a number of other UK companies, Cookson is seeking to effect
De-registration due to the increasing cost, both in cash terms and in respect of
management time consumed, of maintaining its registration in the US and
complying with SEC reporting and other applicable US obligations. Having
considered the costs and benefits of maintaining SEC registration, Cookson's
Board believes that the burden and expense of complying with SEC reporting and
other applicable US obligations is out of proportion to the benefits obtained by
the Company and its shareholders as a whole, given the relatively small size of
the US shareholder base.  The Company estimates its current external US
compliance costs, together with significantly higher future incremental costs
which would no longer be required following De-registration, would be in excess
of £1 million per annum.  De-registration would also significantly reduce the
amount of management time that would otherwise be absorbed by that compliance
process.

Cookson ordinary shares will continue to be listed on the Official List of the
UK Listing Authority ('UKLA') and to be traded on the London Stock Exchange's
market for listed securities.  The Company will also continue to be subject to
the listing rules, the prospectus rules and the disclosure rules made by the
UKLA, and to the Combined Code on Corporate Governance in the UK.  The Company
will therefore continue to be bound by a rigorous system of corporate
governance.

A proposal to amend Cookson's Articles of Association to facilitate
De-registration and suspension of its SEC reporting and other related US
obligations will be considered at an Extraordinary General Meeting of Cookson's
shareholders expected to be held in mid-December 2005 (the 'EGM').  Assuming
shareholders approve the proposed amendments to the Company's Articles of
Association, the Board intends to start the procedures required to effect any
necessary transfer of shares held by US residents soon thereafter.

The Company also intends to effect a reduction of its share capital by:
     
(a)  cancelling all of the deferred shares of 49 pence each, as the Company had 
     undertaken to do at the time of its rights issue in 2002 (at which time 
     such shares were created), in order to create a more efficient capital 
     structure; and
     
(b)  cancelling the share premium account of the Company to create additional 
     reserves for the Group going forwards.

The approval of shareholders to the capital reduction will also be sought at the
EGM.  The proposed capital reduction must also be confirmed by the Court before
it can become effective.

Cookson will be posting a circular to its shareholders in mid-November
explaining the proposed amendments to its Articles of Association and the other
matters outlined above and convening the EGM.

In connection with the De-registration, on 19 September 2005 the Company
announced that it had elected to terminate its American depositary receipt
('ADR') programme effective as at close of trading on 19 October 2005.  ADR
holders were notified of this by Citibank, N.A., the depositary for the ADR
programme.  Cookson expects its ADRs to cease being quoted on the
Over-the-Counter Bulletin Board around the same time as a result of this
termination.

The Company expects to issue its usual Third Quarter trading update on 4
November 2005.



Enquiries:

Richard Malthouse, Group Secretary                     Tel:  [phone]



About Cookson Group plc

Cookson Group plc is a leading materials science company which provides
materials, processes and services to customers worldwide. The Group's operations
are formed into three divisions - Ceramics, Electronics and Precious Metals. The
Ceramics division is the world leader in the supply of advanced flow control and
refractory products and systems to the iron and steel industry and is also a
leading supplier of refractory lining materials for iron and steelmaking and
other industrial processes. The Electronics division is a leading manufacturer
and supplier of materials and services to the electronics industry, primarily
serving fabricators and assemblers of printed circuit boards, assemblers of
semiconductor packaging and the electrical and industrial markets. The Precious
Metals division is a leading supplier to the jewellery industry of fabricated
precious metals products.

Headquartered in London, Cookson employs some 16,000 people in more than 35
countries and sells its products in over 100 countries.

Cookson Group plc
265 Strand
London WC2R 1DB

Tel: + 44 (0)20 7061 6500
Fax: [phone]
www.cooksongroup.co.uk



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