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Foseco PLC (FOSE)

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Thursday 03 April, 2008

Foseco PLC

Reduction of Capital

Foseco PLC
03 April 2008



           RECOMMENDED ACQUISITION OF FOSECO PLC BY COOKSON GROUP PLC

                      CONFIRMATION OF REDUCTION OF CAPITAL


Foseco is pleased to announce that, further to its announcement on 1 April 2008,
the High Court has today confirmed the Reduction of Capital of Foseco provided
for by the Scheme of Arrangement by which the Acquisition is to be effected.

As previously announced the Scheme is expected to become effective on 4 April
2008, and trading in Foseco Shares on the London Stock Exchange's market for
listed securities will be suspended with effect from the close of business
today. Under the terms of the Scheme, Shareholders on the register of members of
Foseco as at the Scheme Record Time (being 6.00 p.m. today) will receive 295
pence in cash for each Foseco Share held. The latest date for despatch of
cheques and crediting of CREST accounts for the cash consideration due under the
Scheme is expected to be 18 April 2008.

Terms defined in the circular to shareholders relating to the Acquisition dated
8 November 2007 shall have the same meanings in this announcement.


ENQUIRIES:

Gavin Anderson & Company
Robert Speed / Deborah Walter                  Tel: +44 (0) 20 7554 1400


Greenhill is acting exclusively for Foseco and for no-one else in connection
with the Acquisition and will not be responsible to anyone other than Foseco for
providing the protections afforded to clients of Greenhill or for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and, therefore, any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purpose of complying with English law and
regulatory requirements and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Foseco, all "dealings" in any "relevant securities" of
Foseco (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 p.m. (London time) on the London Business Day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective, 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 purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City 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 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 City 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, you should consult the Panel.



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

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