TIDMCKSN
RNS Number : 0263S
Cookson Group PLC
26 November 2012
26 November 2012
COOKSON GROUP PLC
Result of Court Meeting and General Meeting
Cookson Group plc ("Cookson") is pleased to announce that, at
the Court Meeting and General Meeting of Cookson Shareholders held
earlier today in connection with the proposed demerger of the
Performance Materials division of Cookson and the related Scheme,
all the resolutions proposed were duly passed.
At the Court Meeting, a majority in number of Scheme
Shareholders, who voted (either in person or by proxy) and who
together represented over 75% by value of the votes cast, voted in
favour of the resolution to approve the Scheme. The resolution was
accordingly passed. The voting on the resolution to approve the
Scheme was taken on a poll and the results were as follows:
FOR % OF TOTAL AGAINST % OF TOTAL
--------------------- -------------- ----------- --------- -----------
Number of votes 215,134,518 99.97% 55,224 0.03%
--------------------- -------------- ----------- --------- -----------
Number of Scheme
Shareholders voting 593 93.39% 42 6.61%
--------------------- -------------- ----------- --------- -----------
In addition, at the General Meeting also held today, the
resolutions to approve, inter alia, the Scheme, the Demerger, the
Vesuvius Capital Reduction, the Alent Capital Reduction, and the
establishment of the Vesuvius Share Plan and Alent Share Plan were
also passed by the requisite majority. The full results are given
below:
RESOLUTION FOR AGAINST TOTAL
---- -------------- ------------------------- --------------------------- --------------------------
No. % of votes No. of % of votes No. of % of Issued Votes
of votes cast votes cast cast votes cast Share withheld(3)
cast(1) Capital(2)
---- -------------- ------------ ----------- ------------ ------------- ------------ ------------ ------------
Scheme
1 Resolution 217,927,229 99.98% 38,790 0.02% 217,966,019 78.28% 1,183,925
---- -------------- ------------ ----------- ------------ ------------- ------------ ------------ ------------
Demerger and
Reductions
2 Resolution 217,903,159 99.98% 38,790 0.02% 217,941,949 78.27% 1,207,995
---- -------------- ------------ ----------- ------------ ------------- ------------ ------------ ------------
Delisting
3 Resolution 217,924,625 99.98% 46,566 0.02% 217,971,191 78.28% 1,178,753
---- -------------- ------------ ----------- ------------ ------------- ------------ ------------ ------------
Establishment
of
the Vesuvius
4 Share Plan 211,612,317 97.73% 4,906,102 2.27% 216,518,419 77.76% 2,631,525
---- -------------- ------------ ----------- ------------ ------------- ------------ ------------ ------------
Establishment
of
the Alent
Share
5 Plan 211,612,317 97.73% 4,906,102 2.27% 216,518,419 77.76% 2,631,525
---- -------------- ------------ ----------- ------------ ------------- ------------ ------------ ------------
Notes:
1. Any proxy appointments which gave discretion to the Chairman
have been included in the "for" total.
2. The total number of shares in issue is 278,441,753.
3. A "vote withheld" is not a vote in law and is not counted in
the calculation of the proportion of the votes "for" and "against"
a resolution.
4. All percentages are shown to two decimal places.
This information will also shortly be available to view on the
Company's website at: www.cooksongroup.co.uk.
Subject to satisfaction of the remaining conditions to the
Scheme (including the sanction of the Scheme by the Court), the
Scheme is expected to become effective on 14 December 2012. If the
Scheme becomes effective, Vesuvius Shares are expected to be
admitted to the Official List and to trading on the London Stock
Exchange on Monday 17 December at 8.00 am. Following the Scheme
Effective Time and prior to the Demerger Effective Time, Vesuvius
plc will be the holding company of the entire Cookson Group,
including the Performance Materials division.
Subject to satisfaction of the remaining conditions to the
Demerger (including the confirmation of the Court of the Vesuvius
Capital Reduction), the Demerger is expected to become effective
before 8.00 a.m. on 19 December 2012. If the Demerger becomes
effective, Alent Shares are expected to be admitted to the Official
List and to trading on the London Stock Exchange on Wednesday 19
December 2012 at 8.00am, and Vesuvius plc and Alent plc will trade
as separate entities from this time.
The expected timetable of principal events is:
14 December 2012 Last day of dealings in Cookson Shares
14 December 2012 Scheme Court Hearing to sanction the Scheme and
to confirm the Cookson Capital Reduction
6.00 p.m. on 14 December 2012 Scheme Record Time
Around 9.00 p.m. on 14 December 2012 Scheme Effective Time:
Vesuvius plc becomes the holding company of Cookson
8.00 a.m. on 17 December 2012 Cancellation of listing of Cookson
Shares, Vesuvius Admission, crediting of Vesuvius Shares to CREST
accounts and dealings in Vesuvius Shares commence on the London
Stock Exchange
17 December 2012 Vesuvius Court Hearing to confirm the Vesuvius
Capital Reduction
6.00 p.m. on 18 December 2012 Demerger Record Time
Before 8.00 a.m. on 19 December 2012 Demerger Effective Time
8.00 a.m. on 19 December 2012 Alent Admission, crediting of
Alent Shares to CREST accounts and dealings in Alent Shares
commence on the London Stock Exchange
By 28 December 2012 Despatch of share certificates for Vesuvius
Shares
By 2 January 2013 Despatch of share certificates for Alent
Shares
The above dates are indicative only and could change depending
upon, amongst other things, the date upon which the Court sanctions
the Scheme and confirms the Cookson Capital Reduction and the date
upon which the Court confirms the Vesuvius Capital Reduction. If
any of the expected dates change, Cookson will give adequate notice
of the change by issuing an announcement through a Regulatory
Information Service. All times are London times.
Unless stated otherwise, capitalised terms used in this
announcement shall have the same meanings as given in the Circular
sent to Cookson Shareholders dated 1 November 2012.
Copies of the resolutions passed at the Court Meeting and the
General Meeting have been submitted to the FSA National Storage
Mechanism and will shortly be available for inspection at
www.morningstar.co.uk/uk/NSM. Copies of these resolutions are also
available from the Group Secretary, Cookson Group plc, 165 Fleet
Street, London EC4A 2AE, England. In addition, copies of the Court
resolution and resolutions 1 to 3 from the General Meeting will be
filed with Companies House.
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 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.
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
Richard Malthouse, Company Secretary Tel: +44(0)20 7822 0000
MHP Communications
John Olsen Tel: +44 (0)20 3128 8100
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. 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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