TIDMCKSN
RNS Number : 0367Q
Cookson Group PLC
01 November 2012
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN
PART) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT IS NOT A PROSPECTUS BUT AN ADVERTISEMENT AND
INVESTORS SHOULD NOT ACQUIRE ANY NEW ORDINARY SHARES IN EITHER
ALENT PLC OR VESUVIUS PLC REFERRED TO IN THIS ANNOUNCEMENT EXCEPT
ON THE BASIS OF THE INFORMATION CONTAINED IN THE PROSPECTUSES TO BE
PUBLISHED BY ALENT PLC AND VESUVIUS PLC AND ANY SUPPLEMENT OR
AMENDMENT THERETO
1 November 2012
COOKSON GROUP PLC
("Cookson" or "The Cookson Group")
PROPOSED DEMERGER
Following the announcement made by Cookson on 17 May 2012 that
it was initiating a strategic review, the Board of Cookson has
concluded that a separation of the Performance Materials division
from the Engineered Ceramics and the Precious Metals Processing
divisions is in the best interests of its businesses and would
deliver over time greater value for Cookson shareholders.
Cookson's Performance Materials division will accordingly be
demerged to form a new London listed specialty chemicals company,
called Alent plc ("Alent"). The Cookson Group, consisting
principally of Cookson's Engineered Ceramics division, will be
renamed Vesuvius plc ("Vesuvius").
The Demerger will create two distinct entities with separate
strategic, capital and economic characteristics and management
teams and the Board believes each of Alent and Vesuvius would rank
as FTSE 250 companies, with Alent classified within the Speciality
Chemicals segment and Vesuvius remaining classified within the
General Industrials segment:
Alent plc
-- 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(1) with the
automotive and industrial end-markets the balance.
-- For the year ended 31 December 2011 net sales value(1) and
adjusted trading profit(2) were GBP418 million and GBP96 million
respectively.
-- Steve Corbett, the current CEO of Cookson's Performance
Materials division, will become the Chief Executive of Alent and
the Chairman will be Peter Hill, currently a member of the Cookson
Board and formerly CEO of Laird plc. Mike Butterworth, currently
Finance Director of Cookson Group, will act as interim Finance
Director of Alent.
-- Discussions with a potential permanent replacement Finance
Director are at an advanced stage and it is expected that the
relevant candidate will take up his position early in the New
Year.
-- A presentation for analysts and investors by Steve Corbett,
together with members of his senior management team, will take
place on 27 November 2012.
Vesuvius plc
-- A global leader in metal flow engineering, developing,
manufacturing and marketing mission-critical advanced 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.
-- For the year ended 31 December 2011, revenue(3) and adjusted
trading profit(2) were GBP1,818 million and GBP191 million
respectively.
-- François Wanecq, the current CEO of Cookson's Engineered
Ceramics division, will become the Chief Executive of Vesuvius and
the Chairman will be John McDonough, formerly CEO of Carillion plc.
Chris O'Shea, formerly CFO of BG Group's Africa, Middle-East and
Asia businesses, will become Finance Director of Vesuvius.
-- A presentation for analysts and investors by Francois Wanecq,
together with members of his senior management team, will take
place on 27 November 2012.
The Cookson Board, together with its advisers, has conducted
significant analysis as part of the strategic review and has given
due consideration to a range of alternatives and factors, including
preliminary approaches for its divisions and current market
conditions. The Board has concluded that the best option for
maximising the value of its businesses and, accordingly, value for
Cookson Shareholders is to proceed with the Demerger.
The Cookson Board believes that both divisions are now large
enough to successfully pursue their strategies independently. The
Cookson Board has regularly reviewed the composition of the Cookson
Group from both an operational efficiency and shareholder-value
maximisation perspective. There has been significant development in
both divisions over recent years: the Engineered Ceramics division
was substantially enlarged via the acquisition and integration of
Foseco in 2008 and the Performance Materials division has improved
its business mix and doubled its trading profit from 2008 to
2011.
The Cookson Board believes the Demerger is in the best interests
of Cookson's businesses and will deliver additional value to
shareholders over time by:
-- Allowing Vesuvius and Alent to pursue their strategic
objectives independently with greater control over management of
resources and opportunities and avoiding competition for capital
resources;
-- Increasing management and board focus on the particular needs
of each of Alent and Vesuvius, and enabling each of the companies
to better motivate, attract and retain management and other key
employees;
-- Providing shareholders with added flexibility in their investment decisions; and
-- Giving rise to a positive valuation re-rating for both
entities through the potentially improved performance of the
businesses, improved investor understanding and the elimination of
any "conglomerate discount" in the current valuation of
Cookson.
The preparations and planning required to effect the Demerger
have been completed: the re-organisation and tax steps plan
finalised and ready for implementation, agreement with the UK
defined benefit pension plan trustee and the UK pensions regulator
approval, US pension regulator approval, new debt facilities signed
for both Alent and Vesuvius, new Boards appointed and corporate
governance structures in place and new remuneration policies
developed in consultation with major shareholders.
One-off cash costs arising on the Demerger (relating, inter
alia, to taxation, debt refinancing costs, and professional fees)
are expected to be approximately GBP35 million. The aggregate level
of on-going, incremental costs to the businesses resulting from the
Demerger are expected to be approximately GBP3 million per annum,
relating to additional central headquarters costs and higher
borrowing costs. This level of on-going, incremental costs is
significantly lower than was previously indicated in the 17 May
interim management statement.
In addition to the above, a one-off cash payment, currently
estimated at approximately GBP32 million, will be made into the UK
defined benefit pension plan (the "UK Plan") at Demerger
("mitigation payment"). This payment effectively represents
accelerated funding of the UK Plan's actuarial deficit. The UK Plan
will be retained by Vesuvius and the mitigation payment has been
agreed with the UK Plan trustee and clearance obtained from the UK
pensions regulator. The US pension regulator has confirmed that no
additional cash payments are required to be made into any of the US
pension plans as a result of the Demerger.
If the Proposals are approved by the Court and Cookson
Shareholders and the Demerger becomes effective, for every one
Cookson Share they hold, Cookson Shareholders will, on completion
of the Demerger, then hold:
-- one ordinary share in Vesuvius plc, a UK incorporated
company, admitted to the premium listing segment of the Official
List and to trading on the London Stock Exchange and which will
remain classified by FTSE as General Industrials; and
-- one ordinary share in Alent plc, a UK incorporated company,
admitted to the premium listing segment of the Official List and to
trading on the London Stock Exchange and which is expected to be
classified by FTSE as Speciality Chemicals.
The Alent Board and the Vesuvius Board have agreed that their
current intention, subject to completion of the Demerger, general
market conditions and trading performance, and consistent with the
current Cookson dividend policy, is to recommend final dividends
for 2012 that aggregate to 15.0 pence per Cookson Share. Vesuvius
intends to pay 9.5 pence per Vesuvius Share and Alent intends to
pay 5.5 pence per Alent Share, with each to be paid to shareholders
in June 2013 following the standard shareholder approval process
and what was Cookson's normal timetable for a final dividend
payment.
Jeff Harris and Nick Salmon, the current Chairman and Chief
Executive respectively of Cookson, will retire from Cookson at the
time of the demerger and will not serve on the boards of either
Alent or Vesuvius.
Jeff Harris, Chairman of Cookson, commented:
"After significant progress in each of our two main businesses
in recent years, and following a detailed strategic review, we are
clear that a demerger remains in the best interests of those
businesses and therefore our shareholders.
Alent and Vesuvius will both be significant stand-alone entities
- financially strong, global, and leaders in their respective
technologies and end-markets. There is very limited operational or
end-market overlap between the two, and both will be much better
placed to maximise their potential following the Demerger.
Strong Boards and management teams are now in place to take both
Alent and Vesuvius forward independently, and to create significant
value for shareholders over time."
Documentation relating to the Demerger is being sent to Cookson
Shareholders today and will be available on Cookson's website
(www.cooksongroup.co.uk) later today. The Court Meeting and General
Meeting to approve the Demerger are to be held on 26 November 2012,
with the Demerger expected to become effective on 19 December
2012.
(1) Net sales value is revenue excluding commodity metals where
the costs of these are passed through to customers
(2) Trading profit is restated on a 'stand alone' basis - see
section headed 'Financial Information'
(3) Includes the Precious Metals Processing division at net
sales value (being revenue excluding precious metals content)
Conference call
Nick Salmon (Cookson Chief Executive) and Mike Butterworth
(Cookson Group Finance Director) will be hosting a conference call
for analysts and investors at 9am (UK time) today. They will be
referring to a PowerPoint presentation which will be posted on the
Cookson web site (www.cooksongroup.co.uk) ahead of the call.
Conference call:
+44 (0) 207 136 2050 all participants
Confirmation code: 5249099
A replay of the call will be available from 1pm on this day for
two weeks on the following numbers:
Replay:
+44 (0)203 427 0598non-US participants
+1 347 366 9565 US participants
Confirmation code: 5249099#
A recording of the call will also be available on Cookson's
website (www.cooksongroup.co.uk) within a few days after the
event.
A presentation on Alent for analysts and investors by Steve
Corbett, together with members of his senior management team, will
take place at the offices of BofA Merrill Lynch, 2 King Edward
Street, London EC1A 1HQ on 27 November 2012 at 2pm.
A presentation on Vesuvius for analysts and investors by
Francois Wanecq, together with members of his senior management
team, will take place at the offices of BofA Merrill Lynch, 2 King
Edward Street, London EC1A 1HQ on 27 November 2012 at 10am.
Enquiries
Cookson Group plc
Nick Salmon, Chief Executive Tel: + 44 (0)207 822 0000
Mike Butterworth, Group Finance Director
Rothschild (financial adviser to Cookson, Alent and
Vesuvius)
Robert Leitão Tel: +44 (0)207 280 5000
Ravi Gupta
Nigel Himsworth
Charles Montgomerie
BofA Merrill Lynch(corporate broker to Cookson, Alent and
Vesuvius)
Simon Gorringe Tel: +44 (0)207 628 1000
Oliver Greaves
Marc-Olivier Regulla
Peter Brown
J.P. Morgan Cazenove(corporate broker to Cookson and
Vesuvius)
Edmund Byers Tel: +44 (0)207 742 4000
Richard Perelman
UBS (corporate broker to Alent)
John Woolland Tel: +44 (0)207 567 8000
Hugo Fisher
MHP Communications
John Olsen Tel: +44 (0)203 128 8100
Andrew Jaques
Ian Payne
FURTHER INFORMATION ON THE PROPOSED DEMERGER
1 Introduction
On 17 May 2012, the Board announced that it was initiating a
strategic review to consider a number of options for the Cookson
Group, including a potential demerger or separation of its main
divisions. Following this review, the Board has concluded that a
separation of the Performance Materials division from the
Engineered Ceramics and Precious Metals Processing divisions is in
the best interests of its businesses and would deliver over time
greater value for Cookson Shareholders.
The Demerger will, if fully implemented, result in Cookson
Shareholders ceasing to hold Cookson Shares and instead receiving
shares in two new companies: Alent plc and Vesuvius plc. Alent plc
will be the holding company of the Performance Materials division
and Vesuvius plc will be the holding company of the Engineered
Ceramics and Precious Metals Processing divisions.
Following the Demerger, Alent will be organised into two
business segments:
-- Assembly Materials (formerly the Performance Materials
division's Joining Technologies business); and
-- Surface Chemistries (formerly the Performance Materials
division's Surface Chemistries business).
Following the Demerger, Vesuvius will be organised into three
business segments:
-- Steel, comprising the Engineered Ceramics division's Steel
Flow Control and Advanced Refractories businesses;
-- Foundry, comprising the Engineered Ceramics division's
Foundry Technologies and Fused Silica businesses; and
-- Precious Metals Processing.
In order for the Proposals to be implemented, the approval of
Cookson Shareholders will be required. In particular, as a result
of its size, the Demerger is a class 1 transaction (as defined in
the Listing Rules) and Cookson Shareholders will therefore be asked
to approve the Demerger at the General Meeting on 26 November 2012.
The Scheme also requires Cookson Shareholder approval at the Court
Meeting on 26 November 2012. In addition, each of the Cookson
Capital Reduction, Alent Capital Reduction and Vesuvius Capital
Reduction will require approval at the General Meeting on 26
November 2012.
Completion of the Demerger is expected to occur on 19 December
2012.
2 Background to, and reasons for, the Demerger
The Engineered Ceramics and Performance Materials divisions of
Cookson are separate businesses with very limited operational or
end-market overlap and few, if any, operational synergies between
the two. The Board has regularly reviewed the composition of the
Cookson Group from both an operational efficiency and
shareholder-value maximisation perspective. There has been
significant development in both divisions over recent years; the
Engineered Ceramics division was substantially enlarged via the
acquisition and integration of Foseco plc in 2008 and the
Performance Materials division has improved its business mix and
doubled its trading profit from 2008 to 2011. The Board believes
that both divisions are now large enough to successfully pursue
their strategies independently and each should rank as a FTSE 250
company.
Furthermore, the Board believes that the combination of these
two businesses has historically added complexity for investors
looking to understand Cookson and led some investors to apply a
"conglomerate discount" to their valuation of Cookson.
In the opinion of the Board, the two divisions are less likely
to maximise their potential performance if they continue to be
operated as separate divisions under common ownership. As a result,
on 17 May 2012, the Board announced that, as part of its continued
focus on maximising operational performance and shareholder value,
it was initiating a detailed strategic review to consider a number
of options for the Cookson Group, including a potential demerger or
separation of its main divisions.
The Board, together with its advisers, has conducted significant
analysis as part of the strategic review and has given due
consideration to a range of alternatives and factors, including
preliminary approaches for its divisions and current market
conditions. The Board has concluded that the best option for
maximising the value of its businesses and, accordingly, value for
Cookson Shareholders is to proceed with the Demerger. The Board
believes that the separation is in the best interests of Cookson's
businesses and will deliver additional value for shareholders
by:
-- allowing Alent and Vesuvius to pursue their strategic
objectives independently with greater flexibility over management
of resources and opportunities from a strong financial base;
-- increasing management focus and attention on the particular
needs of each of Alent and Vesuvius, and enabling the assembly of a
board of directors specialised in each respective business;
-- removing the competition between Alent and Vesuvius for
capital resources given their differing strategic focus and
investment profiles;
-- enabling each of Alent and Vesuvius to motivate, attract and
retain management and other key employees, both by enhancing the
value of their equity-based compensation programmes and directly
linking such programmes to each business's performance;
-- providing shareholders with added flexibility in their
investment decisions, including by creating two separately listed
companies with distinct investment profiles and clear market
valuations;
-- giving rise to a positive valuation re-rating for both
entities through the potentially improved performance of the
businesses, improved investor understanding and the elimination of
any "conglomerate discount" in the current valuation of
Cookson;
-- increasing the visibility of each company's and management
team's performance and providing increased opportunities for
corporate action in each of Vesuvius and Alent; and
-- the potential improvement in each company's rating, providing
each of Alent and Vesuvius with a more attractive acquisition
currency for shareholder-value enhancing acquisitions.
3 Summary of the Proposals
If fully implemented, the Proposals will result in Cookson
Shareholders holding shares in two newly incorporated holding
companies: Alent plc and Vesuvius plc, each of which will be
admitted to the premium listing segment of the Official List and to
trading on the London Stock Exchange. Full details of the Proposals
are included in the Circular being sent to Cookson Shareholders
today.
4 Information on Alent
In addition to the information below, further information on
Alent is set out in the Cookson Circular and Alent Prospectus, both
of which are being made available to Cookson shareholders
today.
4.1 Business segments
Following the Demerger, Alent will comprise the former
Performance Materials division of Cookson. Alent will be organised
into two business segments:
-- Assembly Materials (formerly the Joining Technologies business); and
-- Surface Chemistries (formerly the Surface Chemistries business).
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 Alent estimates
to account for approximately three quarters of Alent's revenue. The
automotive and other industrial markets represent a quarter of
revenue. The geographic split of the net sales value(1) of Alent is
broadly one third in each of Europe, Asia and the Americas. Alent
had revenue of GBP814 million, net sales value(1) of GBP418 million
and an adjusted trading profit(2) of GBP96 million in the year
ended 31 December 2011. As at 30 June 2012, Alent had gross assets
of GBP689 million.
The Assembly Materials business, trading as Alpha, supplies
electronic interconnect materials to assemblers of PCBs and the
semiconductor packaging industry. The Surface Chemistries business,
trading as Enthone, supplies specialty electroplating chemicals and
services for use in semiconductors and PCB fabrication, as well as
corrosion resistant/decorative coatings for various industries,
particularly the automotive industry.
Alent is present in over 100 countries and has over 2,500
employees and 23 manufacturing sites worldwide. This enables Alent
to supply its customers with highly engineered and customised
specialty chemicals and materials on a just in time basis from its
strategic locations around the world.
Alent's key product groups are:
-- fabrication materials such as damascene copper electroplating
chemistry which provides the "wires" within a semiconductor IC
chip;
-- packaging materials, including solder spheres for BGA and
chip-scale packages, die attach adhesives and copper pillar
electroplating chemistry;
-- interconnect materials being principally electroplating
chemistries for fabrication of PCBs;
-- assembly materials comprising solder in a variety of forms,
including bar, wire, solder paste and pre-forms; and
-- non-electronic electroplating products and services,
principally for automotive applications which include decorative
and corrosion resistant applications.
4.2 Strategy and key strengths
The Alent Directors believe that Alent benefits from the
following key strengths:
-- market leadership through differentiating products and solutions;
-- technology and fast cycle R&D providing innovation-driven growth;
-- participating in high growth end-markets;
-- a global footprint close to industry defining customers in Asia;
-- longstanding and collaborative customer relationships; and
-- a value-add sales strategy targeting OEMs.
The key elements of Alent's strategy are to:
-- focus on high growth end-markets;
-- further develop new markets and products;
-- expand its value-add and OEM sales strategy;
-- continue to develop higher-margin products and improve mix
and operational efficiencies; and
-- further develop its technology and innovation leadership.
5 Information on Vesuvius
In addition to the information below, further information on
Vesuvius is set out in the Cookson Circular and Vesuvius
Prospectus, both of which are being made available to Cookson
Shareholders today.
5.1 Vesuvius
Following the Demerger, Vesuvius will comprise the former
Engineered Ceramics and Precious Metals Processing divisions of
Cookson. Vesuvius will be organised into three business
segments:
-- Steel, comprising the Engineered Ceramics division's Steel
Flow Control and Advanced Refractories businesses;
-- Foundry, comprising the Engineered Ceramics division's
Foundry Technologies and Fused Silica businesses; and
-- Precious Metals Processing.
Vesuvius is a global leader in metal flow engineering,
developing, manufacturing and marketing mission critical advanced
ceramic consumable products and systems to demanding applications,
primarily in the global steel and foundry industries and in
industries that require refractory materials for high temperature,
abrasion resistant and corrosion resistant applications such as the
aluminium, cement, glass and solar industries. In addition,
Vesuvius supplies fabricated precious metals (primarily gold,
silver, platinum and palladium) to the jewellery industry in Europe
and has significant precious metals recycling operations.
The split by end-market of Vesuvius' 2011 revenue(3) was 52 per
cent. steel production, 29 per cent. foundry, 7 per cent. precious
metal processing, 10 per cent. other process industries and 2 per
cent. solar.
The geographic split of Vesuvius' 2011 revenue(3) was 42 per
cent. developing markets and 58 per cent. developed markets, with
28 per cent. in Asia-Pacific, 36 per cent. in Europe, 23 per cent.
in NAFTA and 13 per cent. in the rest of the world. Vesuvius had
revenue(3) of GBP1,818 million and an adjusted trading profit(2) of
GBP191 million in the year ended 31 December 2011. As at 30 June
2012, Vesuvius had approximately 12,100 employees.
Vesuvius has developed close, collaborative relationships with
industry-leading customers and OEMs and, due to the specialised
nature of its products and the high volume in which they are
consumed, has developed a global network closely aligned with its
customers' locations, with some 70 major manufacturing facilities
across the world. The Board attributes Vesuvius' growth to exposure
to developing markets, as well as increasing penetration of its
products within these markets, underpinned by leading technology
and service capabilities.
In recent months, as disclosed in the interim management
statement released by Cookson on 8 October 2012, Vesuvius has been
experiencing weakening demand for its products as a result of
cyclical declines in production levels in its end-markets.
Management has already taken a number of short-term actions
including reducing temporary workers and overtime, a hiring freeze
and curtailment of discretionary costs. Vesuvius has a number of
further measures available to implement in the event that a more
substantial restructuring is required such as subsidised working
hour reduction schemes, permanent headcount reductions and
permanent facility closures. Such more substantial restructuring
measures were implemented during the 2008/09 financial crisis and
allowed the Engineered Ceramics division to maintain positive
trading margins and significant positive cash inflows
notwithstanding the unprecedented fall in revenue experienced at
that time.
5.2 Strategy and key strengths
The Vesuvius Directors believe that Vesuvius benefits from the
following key strengths:
-- strong market positions serving attractive long-term growth
end-markets with capacity to outperform underlying end-market
growth;
-- long-standing, blue chip customer partnerships;
-- mission critical, low cost consumable products enabling value pricing;
-- technology and know-how leadership; and
-- drive for cost leadership and flexibility to manage downturns.
The key elements of Vesuvius' strategy are to:
-- maintain its technology and innovation leadership position;
-- enlarge the addressable market through increasing penetration
of existing and new value-added solutions;
-- leverage strong developing market position to capture growth;
-- improve cost leadership and margins; and
-- build a comprehensive offering in metal casting engineering.
6 The Alent and Vesuvius Boards
The Alent and Vesuvius Boards will comprise a combination of
existing Cookson Directors and new directors.
Jeff Harris and Nick Salmon, the current Chairman and Chief
Executive, respectively, of Cookson, will retire from Cookson
following the Demerger and will not serve on either the Alent Board
or the Vesuvius Board. Mike Butterworth, the current Finance
Director of Cookson, will remain with Cookson to oversee a smooth
transition after the Demerger, providing services to both Alent and
Vesuvius (including acting as the Interim Finance Director of Alent
until a permanent appointee has joined Alent), but is expected to
step down from Cookson by 29 March 2012, once Alent and Vesuvius
have completed their year end accounts in respect of 2012.
6.1 Alent Board
The Alent Board will comprise:
Name Position
------------------- ----------------
Peter Hill CBE Chairman
Steve Corbett Chief Executive
Mike Butterworth Interim Finance
Director*
Dr Emma FitzGerald Non-Executive
Director
Lars Förberg Non-Executive
Director
Noël Harwerth Non-Executive
Director
Jan Oosterveld Non-Executive
Director
Mark Williamson Non-Executive
Director
*Discussions with a potential permanent Finance Director to
succeed Mike Butterworth are at an advanced stage and it is
expected that the relevant candidate will take up his position
early in the New Year.
6.2 Vesuvius Board
The Vesuvius Board will comprise:
Name Position
----------------- -----------------
John McDonough Chairman
CBE
François Chief Executive
Wanecq
Chris O'Shea Finance Director
Christer Gardell Non-Executive
Director
Jeff Hewitt Non-Executive
Director
Jan Oosterveld Non-Executive
Director*
John Sussens Non-Executive
Director*
* Jan Oosterveld and John Sussens intend to retire as Vesuvius
Directors immediately following Vesuvius' 2013 annual general
meeting, subject to the appointment of their successors.
7 Financial effects of the Proposals
The Board expects upfront, one-off cash costs arising on the
Demerger to be approximately GBP35 million, comprising taxation
costs of approximately GBP10 million, debt refinancing costs of
approximately GBP5 million and professional fees and other costs of
approximately GBP20 million. These costs are expected to be split
approximately GBP20 million in respect of Vesuvius and
approximately GBP15 million in respect of Alent. The Board expects
the aggregate level of on-going, incremental costs to the
businesses resulting from the Demerger to be approximately GBP3
million per annum, relating to additional central headquarters
costs and higher borrowing costs. This level of on-going,
incremental costs is significantly lower than was previously
indicated in the 17 May interim management statement.
In addition to the above, a one-off cash payment, currently
estimated at approximately GBP32 million, will be made into the UK
Plan (a defined benefit plan) at Demerger ("mitigation payment").
This payment, which has been approved by the UK pensions regulator,
effectively represents accelerated funding into the UK Plan as a
consequence of an agreement by Cookson with the UK Plan Trustee
whereby the UK Plan liabilities of the Alent employers who
participated in the UK Plan will be discharged in full on the
Demerger; the UK Plan remaining fully with Vesuvius following the
Demerger. The US pension regulator has confirmed that no additional
cash payments are required to be made into any of the US pension
plans as a result of the Demerger.
8 Dividend policy of Cookson, Alent and Vesuvius
8.1 Cookson
Cookson announced on 25 July 2012 that it was declaring an
interim dividend of 7.50 pence per share that was paid on 15
October 2012 to Shareholders on the Register as at 14 September
2012. Following the Demerger, it is intended that the first
dividend to both Alent and Vesuvius Shareholders will be the final
dividend for the year ending 31 December 2012.
The Alent Board and Vesuvius Board have agreed that their
current intention, subject to completion of the Demerger, general
market conditions and trading performance, and consistent with the
current Cookson dividend policy, is to recommend final dividends
for 2012 that aggregate to 15.0 pence per Cookson Share. Vesuvius
intends to pay 9.5 pence per Vesuvius Share and Alent intends to
pay 5.5 pence per Alent Share, with each to be paid to shareholders
in June 2013 following the standard shareholder approval process
and what was Cookson's normal timetable for a final dividend
payment.
8.2 Alent
Alent expects to be a highly cash generative business with the
opportunity for attractive capital investment to enhance its growth
prospects, both through organic investments, including new product
development, and bolt on acquisitions. The Alent Board intends to
pursue a dividend policy that reflects this strategy whilst also
delivering shareholders high quality, long-term dividend growth.
The first dividend under this new policy is expected to be declared
at the interim results for the half year ending 30 June 2013.
8.3 Vesuvius
Vesuvius expects to be strongly cash generative and is a well
invested business. The Vesuvius Board recognises the importance of
cash distributions and intends to deliver attractive returns to
shareholders, including long term dividend growth. All decisions
will take into account Vesuvius' underlying earnings, cash flows,
capital investment plans and the prevailing market outlook. The
first dividend under this new policy is expected to be declared at
the interim results for the half year ending 30 June 2013.
9 Debt arrangements and capital structure
9.1 Overview
Cookson had net debt as at 30 June 2012 of GBP451 million
representing approximately 1.3 times Cookson EBITDA for the 12
months ended 30 June 2012. The Board intends that the current net
debt of Cookson will be split between Vesuvius and Alent on
Demerger broadly in proportion to their respective EBITDA for the
12 months prior to Demerger giving both groups strong balance
sheets. The approximate split of Cookson Group's net debt at the
date of the Demerger is expected to be two-thirds for Vesuvius and
one-third for Alent.
9.2 Alent
Alent has agreed a new revolving credit facility of GBP300
million which becomes available shortly before the Demerger
Effective Time and matures on 20 September 2017. This new credit
facility is provided by a group of nine leading banks and carries a
margin over LIBOR of between 1.25 per cent. and 2.25 per cent.,
depending on the ratio of consolidated net borrowings of Alent to
proforma EBITDA. At the level of leverage expected immediately
following the Demerger, the new margin over LIBOR will be 1.50 per
cent.
9.3 Vesuvius
Vesuvius will assume at the Demerger Effective Time, subject to
the amendments below, the existing Cookson committed debt
facilities, including its $250 million US Private Placement Loan
Notes and its GBP600 million revolving credit facility which
matures in April 2016.
The Notes were issued on 16 December 2010 in two series, $110
million 4.16 per cent. Series A Senior Notes with the unpaid
principal amount due on 16 December 2017 and $140 million 4.87 per
cent. Series B Senior Notes with the unpaid principal amount due on
16 December 2020. The terms of the loan note agreement have been
amended to enable the Demerger to take place with an increase in
coupon of each series of 0.1 per cent.
Similarly, the terms of the revolving credit facility have been
amended to enable the Demerger to take place, with an increase of
0.1 per cent. to the margin over LIBOR. Shortly before the
Demerger, the size of the revolving credit facility will be reduced
from GBP600 million to GBP425 million. At the level of leverage
expected immediately following the Demerger, the margin over LIBOR
will be 1.05 per cent.
10 Remuneration policy and employee share plans
The remuneration of the Executive Directors will comprise base
salary, annual incentive, long-term incentive and retirement
benefits. This is similar to Cookson except that it is simpler as
it excludes both bonus deferral of the annual incentive and the
matching shares which formed part of the LTIP.
The overall intention is that this will result, in broad terms
and as far as possible, in a "no gain - no loss" position for
Executive Directors as compared with the pre-Demerger Cookson
remuneration arrangements, aside from some individuals who are
either new hires or promotions.
The structure of the Demerger will mean that outstanding awards
granted under the LTIP will be rolled over and continue to exist
post-Demerger (with no vesting at the Demerger taking effect). The
vesting of these LTIP awards will continue to be subject to the
satisfaction of relative TSR and headline EPS growth performance
targets and subject to the rules of the LTIP. These rolled-over
LTIP awards will be "equivalent" to the LTIP awards previously
held. They will have comparable performance conditions and the
market value of the shares in a rolled-over award immediately after
the rollover will be the same as the market value of the shares
immediately before the rollover. The Proposals will not result in
the early vesting of LTIP awards.
11 Shareholder and Court approvals required
Due to the size of the transaction, the Demerger needs to be
approved by Cookson Shareholders pursuant to the Listing Rules.
Various aspects of the Proposals also need to be approved by
Cookson Shareholders to satisfy certain other legal
requirements.
A detailed description of the Proposals is set out in the
Circular being sent to Cookson Shareholders today. The Proposals
can be implemented only if they receive sufficient support from
Cookson Shareholders at both the Court Meeting and the General
Meeting on 26 November 2012.
Notices convening the Court Meeting and the General Meeting at
which the approvals for the Proposals are being sought from Cookson
Shareholders are set out in the Circular. Both Meetings will be
held at the offices of Linklaters LLP, One Silk Street, London EC2Y
8HQ on 26 November 2012, with the Court Meeting beginning at 10.00
a.m. and the General Meeting beginning at 10.15 a.m. (or, if later,
immediately following the conclusion or adjournment of the Court
Meeting).
(1) Net sales value is revenue excluding commodity metals where
the costs of these are passed through to customers
(2) Trading profit is restated on a 'stand alone' basis - see
section headed 'Financial Information'
(3) Includes the Precious Metals Processing division at net
sales value (being revenue excluding precious metals content)
FINANCIAL INFORMATION
Alent income statement "stand alone" reconciliation
The financial statements for Alent previously disclosed in
Cookson's Annual Reports and interim results announcements (i.e.
the Performance Materials division) and as included in the Alent
Prospectus (1 November 2012) are presented on the basis of
Cookson's historic central/PLC cost structure rather than Alent's
expected central/PLC cost structure going forward. For the year
ending 31 December 2013, the central headquarters costs which will
need to be deducted from the aggregate results for the two Alent
businesses, Assembly Materials and Surface Chemistries, to arrive
at the results for the Alent business as a whole, are expected to
be approximately GBP6 million.
A reconciliation of EBIT and EBITDA as previously reported to
EBIT and EBITDA as if Alent had been a "stand alone" business
throughout, is shown in the table below.
2008 2009 2010 2011 H1 H1
2011 2012
------------------- ------ ------ ------ ------ ------ ------
EBIT
===================================================================
As previously
reported(1) 51.7 39.2 71.0 99.6 45.0 50.0
=================== ====== ====== ====== ====== ====== ======
Add back
'old' central
cost allocations 2.1 1.7 3.6 2.3 1.5 0.4
=================== ====== ====== ====== ====== ====== ======
Estimated
central /
PLC costs
for Alent (6.0) (6.0) (6.0) (6.0) (3.0) (3.0)
=================== ====== ====== ====== ====== ====== ======
Estimated
'stand alone' 47.8 34.9 68.6 95.9 43.5 47.4
=================== ====== ====== ====== ====== ====== ======
EBITDA
===================================================================
As previously
reported(1) 61.0 48.5 79.7 108.1 49.2 54.3
=================== ====== ====== ====== ====== ====== ======
Add back
'old' central
cost allocations 2.1 1.7 3.6 2.3 1.5 0.4
=================== ====== ====== ====== ====== ====== ======
Estimated
central /
PLC costs
for Alent (6.0) (6.0) (6.0) (6.0) (3.0) (3.0)
=================== ====== ====== ====== ====== ====== ======
Estimated
'stand alone' 57.1 44.2 77.3 104.4 47.7 51.7
=================== ====== ====== ====== ====== ====== ======
Note
1 Previously reported as the Performance Materials division in
Cookson's Annual Reports and interim results announcements.
Vesuvius income statement "stand alone" reconciliation
The financial statements for Vesuvius previously disclosed in
Cookson's Annual Reports and interim results announcements (i.e.
the Engineered Ceramics and Precious Metals Processing divisions)
and as included in the Vesuvius Prospectus (1 November 2012) are
presented on the basis of Cookson's historic central/PLC cost
structure rather than Vesuvius' central/PLC cost structure going
forward. For the year ending 31 December 2013, central headquarters
costs which will need to be deducted from the aggregate segmental
results for Vesuvius' three businesses to arrive at the results for
the Vesuvius business as a whole, are expected to be approximately
GBP14 million.
A reconciliation of EBIT and EBITDA as previously reported to
EBIT and EBITDA as if Vesuvius had been a 'stand alone' business
throughout, is shown in the table below.
GBPm 2008 2009 2010 2011 H1 2011 H1
2012(2)
-------------------- ------- ------- ------- ------- -------- ---------
EBIT
=============================================================================
As previously
reported(1,3) 183.4 72.5 181.1 190.6 100.9 91.2
==================== ======= ======= ======= ======= ======== =========
Add back
'old' central
cost allocations 5.4 4.7 9.0 5.8 3.7 1.2
==================== ======= ======= ======= ======= ======== =========
Add back
'old' unallocated
Corporate
Costs 7.6 7.3 9.0 8.8 4.3 5.0
==================== ======= ======= ======= ======= ======== =========
Estimated
central/PLC
costs for
Vesuvius (14.0) (14.0) (14.0) (14.0) (7.0) (7.0)
==================== ======= ======= ======= ======= ======== =========
Estimated
'stand alone' 182.4 70.5 185.1 191.2 101.9 90.4
==================== ======= ======= ======= ======= ======== =========
EBITDA
=============================================================================
As previously
reported(1,3) 223.7 116.8 226.5 238.3 124.4 114.3
==================== ======= ======= ======= ======= ======== =========
Add back
'old' central
cost allocations 5.4 4.7 9.0 5.8 3.7 1.2
==================== ======= ======= ======= ======= ======== =========
Add back
'old' unallocated
Corporate
Costs 7.6 7.3 9.0 8.8 4.3 5.0
==================== ======= ======= ======= ======= ======== =========
Estimated
central/PLC
costs for
Vesuvius (14.0) (14.0) (14.0) (14.0) (7.0) (7.0)
==================== ======= ======= ======= ======= ======== =========
Estimated
'stand alone' 222.7 114.8 230.5 238.9 125.4 113.5
==================== ======= ======= ======= ======= ======== =========
Notes
1 Previously reported as a combination of the Engineered
Ceramics and Precious Metals Processing divisions and corporate
costs in Cookson's Annual Reports and interim results
announcements
2 Results for H1 2012 include the following amounts in respect
of the US operations of the Precious Metals Processing division
which were disposed of in May 2012: EBIT of GBP1.7m and EBITDA of
GBP1.7m
3 Results for FY 2008 assume that Foseco plc had been acquired
on 1 January 2008, rather than on 4 April 2008
Additional guidance
The following table details management's expectations for a
number of income statement or cash flow items in respect of the
years ending 31 December, 2012 and 2013.
Vesuvius Alent
--------------------- ------------------------------------- -----------------------------------
2012 2013 2012 2013
===================== ================ =================== =============== ==================
Capital expenditure c.GBP50m c.GBP45m c.GBP20m c.GBP22m
===================== ================ =================== =============== ==================
(1.1 (1.0 times (2.2 times (2.0 times
times depreciation) depreciation) depreciation)
depreciation)
===================== ================ =================== =============== ==================
Restructuring:
===================== ================ =================== =============== ==================
Charge c.GBP35m c.GBP5m c.GBP5m c.GBP2m
(GBP30m
non-cash)
===================== ================ =================== =============== ==================
Cash spend c.GBP10m c.GBP5m c.GBP3m c.GBP2m
===================== ================ =================== =============== ==================
Pension top-ups:
=================================================================================================
UK GBP7m GBP7m n/a n/a
per annum
Revised
after
triennial
valuation
in mid
2013
===================== ================ =================== =============== ==================
US $7m (GBP4m) $6m (GBP4m), $3m (GBP2m) $4m (GBP2m),
but voluntary but voluntary
===================== ================ =================== =============== ==================
Tax:
=================================================================================================
Effective
tax rates c.23.5% 24 - 25% c.23.5% 23 - 24%
===================== ================ =================== =============== ==================
US tax losses $530m/$204m $260/$99m
(gross/net)
(GBP342m/GBP131m) (GBP165m/GBP63m)
(as at (as at
31 December 30 June
2011) 2012)
====================================== =================== =============== ==================
DEFINITIONS
In this announcement the following words and expressions have
the following meanings, unless the context requires otherwise:
Advanced Refractories The Advanced Refractories
Business Business of Vesuvius.
Alent (i) if used to refer to a
time before the Demerger
Effective Time, Alent plc
and the companies holding
or operating the Alent Business
in the Cookson Group (or,
following the Scheme Effective
Time but prior to the Demerger
Effective Time, the companies
holding or operating the
Alent Business in Vesuvius);
and
(ii) if used to refer to
a time after the Demerger
Effective Time, Alent plc
and its subsidiaries and
subsidiary undertakings from
time to time holding or operating
the Alent Business.
Alent Board or Alent The board of directors of
Directors Alent plc, and "Alent Director"
means any member of the Alent
Board, as the context so
requires.
Alent Business The Performance Materials
division of Cookson, operated
and held through a number
of subsidiaries owned by
Cookson (or Vesuvius plc
as the context may require)
and all of the trade marks,
brand names and intellectual
property associated with
the division, which is proposed
to be demerged in accordance
with the Demerger Agreement
and will be owned by Alent
plc following the Demerger
Effective Time.
Alent Capital Reduction The proposed reduction of
the nominal value of the
Alent Shares to be undertaken
after the Demerger Effective
Time.
Alent plc Alent plc (incorporated in
England and Wales under the
Companies Act with registered
number 8197966), whose registered
office is at Forsyth Road,
Sheerwater, Woking, Surrey
GU21 5RZ.
Alent Prospectus The prospectus prepared by
Alent plc in accordance with
the Prospectus Rules and
published in relation to
Alent and the Alent Shares.
Alent Shareholders Holders of Alent Shares.
Alent Shares (i) prior to the Alent Capital
Reduction becoming effective,
the ordinary shares in the
capital of Alent plc with
a nominal value determined
by the Alent Board prior
to issue; and
(ii) subsequent to the Alent
Capital Reduction becoming
effective, the ordinary shares
of 10 pence in the capital
of Alent plc.
Assembly Materials the Assembly Materials business
or Assembly Materials of Alent.
business
BGA Ball grid array
Board The board of directors of
Cookson.
BofA Merrill Lynch Merrill Lynch International,
incorporated in England and
Wales with registered number
02312079 and its registered
office address at 2 King
Edward Street, London EC1A
1HQ.
Companies Act The Companies Act 2006.
Cookson Cookson Group plc (to be
renamed Cookson Group Limited
pursuant to the Proposals)
(incorporated and registered
in England and Wales with
registered number 251977),
whose registered office is
at 165 Fleet Street, London
EC4A 2AE.
Cookson Board or The board of directors of
Cookson Directors Cookson and "Cookson Director"
means any member of the Cookson
Board.
Cookson Capital The proposed reduction of
Reduction the share capital of Cookson,
involving the cancellation
of the Cookson Shares pursuant
to the Scheme.
Cookson Group Cookson, its subsidiaries,
its holding companies, and
the subsidiaries of its holding
companies, from time to time.
Cookson LTIP Cookson Long term incentive
plan.
Cookson Shareholders Holders of Cookson Shares.
Cookson Shares The ordinary shares of GBP1.00
each in the capital of Cookson.
Court The High Court of Justice
in England and Wales.
Court Meeting The meeting of the Cookson
Shareholders to be convened
pursuant to an order of the
Court and to be held at the
offices of Linklaters LLP,
One Silk Street, London EC2Y
8HQ at 10.00 a.m. on 26 November
2012 for the purposes of
considering and, if thought
fit, approving the Scheme
and any adjournment of such
meeting.
Delisting Resolution The special resolution numbered
(3) to be proposed at the
General Meeting.
Demerger The proposed demerger of
the Performance Materials
division from the Cookson
Group on the terms and subject
to the conditions set out
in the Demerger Agreement.
Demerger Agreement The agreement relating to
the Demerger between Cookson,
Alent plc and Vesuvius plc.
Demerger and Reductions The Special Resolution numbered
Resolution (2) to be proposed at the
General Meeting.
Demerger Effective The time at which the Demerger
Time becomes effective, expected
to be before 8.00 a.m. (London
time) on 19 December 2012.
EBITDA Earnings before interests,
taxes, depreciation and amortisation.
Engineered Ceramics The division of the Cookson
division Group which trades under
the Vesuvius and Foseco brand
names and which supplies
(i) advanced ceramic consumable
products and systems to the
global steel industry and
the global foundry industry
and (ii) specialty ceramic
products to the glass and
solar industries advanced.
EPS Earnings per share.
Executive Directors The executive directors of
Cookson, Alent plc or Vesuvius
plc, as the context may require.
Foundry or Foundry The Foundry business of Vesuvius.
business
FSA The UK Financial Services
Authority.
FSMA The Financial Services and
Markets Act 2000 (as amended).
Fused Silica Business The Fused Silica Business
of Vesuvius.
General Meeting The general meeting of Cookson
Shareholders to be held at
the offices of Linklaters
LLP, One Silk Street, London
EC2Y 8HQ at 10.15 a.m. on
26 November 2012 (or as soon
thereafter as the Court Meeting
shall have concluded or been
adjourned), and any adjournment
of such meeting.
holder A registered holder of shares,
including any person entitled
by transmission.
J.P. Morgan Cazenove J.P. Morgan Securities plc,
incorporated in England and
Wales with registered number
02711006 and its registered
office address at 25 Bank
Street, Canary Wharf, London
E14 5JP.
Interim management The Cookson Interim Management
statement Statement covering current
trading, its financial position
and outlook.
LIBOR London inter-bank offer rate.
Listing Rules The listing rules made by
the FSA pursuant to section
73A of the FSMA.
London Stock Exchange London Stock Exchange plc.
Meetings The Court Meeting and the
General Meeting, and "Meeting"
means either of them.
members Unless the context otherwise
requires, members of Cookson,
Alent plc or Vesuvius plc,
as the case may be, on the
relevant register of members
at any relevant date.
NAFTA North American Free Trade
Agreement.
Non-Executive Director The non-executive directors
of Cookson, Alent plc or
Vesuvius plc, as the context
may require.
OEM Original Equipment Manufacturer.
Official List The official list of the
UK Listing Authority.
PCB Printed Circuit Board, a
type of circuit board which
has conducting tracks superimposed
or printed on one or both
sides. May refer to a board
either before or after the
assembly process. Also referred
to as a printed wiring board
("PWB") in the US.
Pensions regulator The UK Pensions Regulator
of work-based pension schemes,
established under the Pensions
Act 2004, as amended.
Performance Materials The division of the Cookson
division Group which supplies electronics
assembly materials and advanced
surface treatment and plating
chemicals, including the
Joining Technologies business,
a supplier of solder, fluxes,
adhesives and related products
and the surface chemistries
business, a supplier of electro-plating
chemicals.
Precious Metals The business units of the
Processing division, Cookson Group which supply
Precious Metals, fabricated precious metals
Precious Metals (primarily gold, silver,
business or PMP platinum and palladium) to
the jewellery industry in
the UK, France and Spain
and are involved in the recycling
of precious metals.
premium listing A listing by the FSA by virtue
of which a company is subject
to the full requirements
of the Listing Rules.
Proposals The Reorganisation, the Resolutions,
the Scheme, the Demerger
and the Reductions.
Prospectus Rules The prospectus rules made
by the FSA pursuant to section
73A of the FSMA.
Reductions The Cookson Capital Reduction,
the Alent Capital Reduction
and Vesuvius Capital Reduction.
Register The register of members of
Cookson.
Reorganisation The proposed reorganisation
of the Cookson Group to be
effected prior to the Demerger
Effective Time.
Resolutions The resolutions, as set out
in the notice of General
Meeting, to be proposed at
the General Meeting, including
the Scheme Resolution, the
Demerger and Reductions Resolution,
the Delisting Resolution
and the Share Plans Resolutions.
Rothschild N M Rothschild & Sons Limited,
a company incorporated in
England and Wales with registered
number 00925279 and whose
registered address is at
New Court, St. Swithin's
Lane, London EC4N 8AL.
Scheme The scheme of arrangement
proposed to be made under
Part 26 of the Companies
Act between Cookson and the
Cookson Shareholders, with
or subject to any modification,
addition or condition approved
or imposed by the Court and
agreed to by Cookson and
Vesuvius plc.
Scheme Effective The date and time at which
Time the Scheme becomes effective
in accordance with its terms,
expected to be at around
9.00 p.m. on 14 December
2012.
Scheme Resolution The special resolution numbered
(1) to be proposed at the
General Meeting.
Shareholder A holder of Cookson Shares,
Alent Shares or Vesuvius
Shares, as the context requires.
Share Plans Resolutions The ordinary resolutions
numbered 4 and 5 (inclusive)
to be proposed at the General
Meeting.
Steel or Steel business The Steel business of Vesuvius.
Steel and Foundry The Steel and Foundry business
or Steel and Foundry of Vesuvius.
business
Surface Chemistries The Surface Chemistries business
or Surface Chemistries of Alent.
business
TSR Total shareholder return.
UBS UBS Limited, incorporated
in England and Wales with
registered number 02035362
and its registered office
address at 1 Finsbury Avenue,
London EC2M 2PP.
UK or United Kingdom The United Kingdom of Great
Britain and Northern Ireland.
UK Listing Authority The Financial Services Authority
or UKLA acting in its capacity as
the competent authority for
the purposes of Part VI of
the FSMA.
UK Plan The defined benefit pension
plan of Cookson Group.
UK Plan Trustee A Trustee of the UK Plan.
US or United States The United States of America,
its territories and possessions,
any state of the United States
and the District of Columbia.
US Private Placement the loan notes issued by
Loan Notes or Notes Cookson on 16 December 2010
in an aggregate principal
amount of U.S. $250,000,000.
Vesuvius (i) if used to refer to a
time before the Scheme Effective
Time, Vesuvius plc and Cookson
and their respective subsidiaries
and subsidiary undertakings
from time to time; and
(ii) if used to refer to
a time after the Scheme Effective
Time or if the Scheme does
not become effective, Vesuvius
plc and its subsidiaries
and subsidiary undertakings
(including Cookson) from
time to time which, for the
avoidance of doubt, includes
Alent prior to the Demerger
Effective Time and excludes
Alent after the Demerger
Effective Time.
Vesuvius Board or The board of directors of
Vesuvius Directors Vesuvius plc and "Vesuvius
Director" means any member
of the Vesuvius Board.
Vesuvius Capital The proposed reduction of
Reduction the nominal value of the
Vesuvius Shares to be undertaken
after the Scheme Effective
Time.
Vesuvius plc Vesuvius plc (incorporated
in England and Wales under
the Companies Act with registered
number 8217766), whose registered
office is at 165 Fleet Street,
London EC4A 2AE.
Vesuvius Shareholders Holders of Vesuvius Shares.
Vesuvius Shares (i) prior to the Vesuvius
Capital Reduction becoming
effective, the ordinary shares
in the capital of Vesuvius
plc of such nominal value
as shall be determined in
accordance with preliminary
(C) of the Scheme; and
(ii) subsequent to the Vesuvius
Capital Reduction becoming
effective, the ordinary shares
of 10 pence each in the capital
of Vesuvius plc.
This announcement is not a prospectus but an advertisement and
investors should not acquire any new ordinary shares in either
Alent plc or Vesuvius plc referred to in this announcement except
on the basis of the information contained in the prospectuses to be
published by Alent plc and Vesuvius plc and any supplement or
amendment thereto.
A copy of the Alent Prospectus, when published, will be
available on the Cookson website at www.cooksongroup.co.uk. The
Alent Prospectus, when published, will also be available for
inspection during normal business hours on any weekday (Saturdays,
Sundays and public holidays excepted) at the offices of Linklaters
LLP, One Silk Street, London EC2Y 8HQ.
A copy of the Vesuvius Prospectus, when published, will be
available on the Cookson website at www.cooksongroup.co.uk. The
Vesuvius Prospectus, when published, will also be available for
inspection during normal business hours on any weekday (Saturdays,
Sundays and public holidays excepted) at the offices of Linklaters
LLP, One Silk Street, London EC2Y 8HQ.
This announcement is for information purposes only and does not
constitute an offer to sell or the solicitation of an offer to buy
any securities or investment advice in any jurisdiction.
The securities to which this announcement relate have not been
and are not required to be registered under the US Securities Act
of 1933 (the "US Securities Act"). These securities have not been
approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any US regulatory authority, nor have any of the foregoing
authorities passed upon or endorsed the merits of the offering of
these securities or the accuracy or adequacy of this document. Any
representation to the contrary is a criminal offence in the United
States.
Rothschild, which is authorised and regulated in the United
Kingdom by the FSA, is acting as financial adviser and sponsor to
Cookson and as financial adviser and sponsor to the listing of
Alent plc and Vesuvius plc and for no one else in connection with
the Proposals and will not be responsible to anyone other than
Cookson, Alent plc and Vesuvius plc for providing the protections
afforded to clients of Rothschild, nor for providing advice in
relation to the Proposals or any other matter or arrangement
referred to in this document. This statement does not seek to limit
or exclude responsibilities or liabilities which may arise under
the FSMA or the regulatory regime established thereunder.
Each of BofA Merrill Lynch and J.P. Morgan Cazenove is acting
for Cookson as joint broker in connection with the listing of Alent
plc and Vesuvius plc and, subject to the following paragraphs, will
not be responsible to anyone other than Cookson for providing the
protections afforded to its clients or for providing advice in
relation to this document and the Proposals or for providing advice
in connection with the proposed listing or admission to trading of
the Alent Shares and Vesuvius Shares or any other matters referred
to in this document, other than to the extent required by law or
appropriate regulation in the United Kingdom. Each of BofA Merrill
Lynch and J.P. Morgan Cazenove is authorised and regulated in the
United Kingdom by the Financial Services Authority. This statement
does not seek to limit or exclude responsibilities or liabilities
which may arise under the FSMA or the regulatory regime established
thereunder.
Each of BofA Merrill Lynch and UBS is acting for Alent plc as
joint broker in connection with the listing of Alent plc and,
subject to the preceding and following paragraphs, will not be
responsible to anyone other than Alent plc for providing the
protections afforded to its respective clients or for providing
advice in relation to this document and the Proposals or for
providing advice in connection with the proposed listing or
admission to trading of the Alent Shares or any other matters
referred to in this document, other than to the extent required by
law or appropriate regulation in the United Kingdom. Each of BofA
Merrill Lynch and UBS is authorised and regulated in the United
Kingdom by the Financial Services Authority. This statement does
not seek to limit or exclude responsibilities or liabilities which
may arise under the FSMA or the regulatory regime established
thereunder.
Each of BofA Merrill Lynch and J.P. Morgan Cazenove is acting
for Vesuvius plc as joint broker in connection with the listing of
Vesuvius plc and, subject to the preceding paragraphs, will not be
responsible to anyone other than Vesuvius plc for providing the
protections afforded to its respective clients or for providing
advice in relation to this document and the Proposals or for
providing advice in connection with the proposed listing or
admission to trading of the Vesuvius Shares or any other matters
referred to in this document, other than to the extent required by
law or appropriate regulation in the United Kingdom. Each of BofA
Merrill Lynch and J.P. Morgan Cazenove is authorised and regulated
in the United Kingdom by the Financial Services Authority. This
statement does not seek to limit or exclude responsibilities or
liabilities which may arise under the FSMA or the regulatory regime
established thereunder.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements", including within the meaning
of Section 27A of the US Securities Act and Section 21E of the US
Exchange Act of 1934. These forward-looking statements can be
identified by the use of forward-looking terminology, including the
terms "anticipates", "believes", "estimates", "expects", "intends",
"may", "plans", "projects", "should" or "will", or, in each case,
their negative or other variations or comparable terminology, or by
discussions of strategy, plans, objectives, goals, future events or
intentions. These forward-looking statements include all matters
that are not historical facts. They appear in a number of places
throughout this announcement and include, but are not limited to,
statements regarding Cookson and/or Alent plc and/or Vesuvius plc
and their respective groups' intentions, beliefs or current
expectations concerning, amongst other things, results of
operations, prospects, growth, strategies and expectations of their
respective businesses.
By their nature, forward-looking statements involve risk and
uncertainty because they relate to future events and circumstances.
Forward-looking statements are not guarantees of future performance
and the actual results of Cookson and/or Alent plc and/or Vesuvius
plc and their respective groups' operations and the development of
the markets and the industry in which they operate or are likely to
operate and their respective operations may differ materially from
those described in, or suggested by, the forward-looking statements
contained in this announcement. In addition, even if the results of
operations and the development of the markets and the industry in
which Cookson and/or Alent plc and/or Vesuvius plc and their
respective groups operate, are consistent with the forward-looking
statements contained in this announcement, those results or
developments may not be indicative of results or developments in
subsequent periods. A number of factors could cause results and
developments to differ materially from those expressed or implied
by the forward-looking statements, including, without limitation,
general economic and business conditions, industry trends,
competition, changes in regulation, currency fluctuations or
advancements in research and development.
Forward-looking statements may, and often do, differ materially
from actual results. Any forward-looking statements in this
announcement reflect Cookson and/or Alent plc and/or Vesuvius plc
and their respective groups' current view with respect to future
events and are subject to risks relating to future events and other
risks, uncertainties and assumptions relating to Cookson and/or
Alent plc and/or Vesuvius plc and their respective groups'
operations, results of operations and growth strategy.
None of Cookson, Alent plc or Vesuvius plc nor any member of
their respective groups undertakes any obligation to update the
forward-looking statements to reflect actual results or any change
in events, conditions or assumptions or other factors unless
otherwise required by applicable law or regulation.
Overseas Shareholders
The release, publication or distribution of this announcement in
certain jurisdictions may be restricted by law. Persons who are not
resident in the United Kingdom or who are subject to other
jurisdictions should inform themselves of, and observe, any
applicable requirements.
The Demerger relates to shares of a UK company and is proposed
to be effected by means of a scheme of arrangement under the laws
of England and Wales. A transaction effected by a means of
arrangement is not subject to proxy solicitation rules under the US
Securities Exchange Act of 1934. Accordingly, the Demerger is
subject to the disclosure requirements, rules and practices
applicable in the United Kingdom to schemes of arrangement, which
differ from the requirements of the US proxy solicitation
rules.
Copies of this announcement and all documents relating to the
Demerger are not being, and must not be, directly or indirectly,
mailed or otherwise forwarded, distributed or sent in, into or from
a jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this announcement and all
documents relating to the Demerger (including custodians, nominees
and trustees) must not mail or otherwise distribute or end them in,
into or from such jurisdictions where to do so would violate the
laws in that jurisdiction.
Cookson Shareholders who are not resident in the United Kingdom
may be affected by the laws of the relevant jurisdictions in which
they are resident. Persons who are not resident in the United
Kingdom should inform themselves of, and observe, any applicable
requirements.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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