2nd Oct 2007 11:45
Foseco PLC02 October 2007 2 October 2007 Foseco PLC Announcement regarding talks on possible offer The Board of Foseco plc (the "Company" or "Foseco") announces that, following anearlier approach from Cookson Group plc ("Cookson"), it has held talks withCookson about a conditional indicative proposal regarding a possible offer forthe entire issued and to be issued share capital of the Company at 295 pence incash per Foseco share (to be paid in addition to the interim dividend of 1.73pence per share declared on 13 September 2007). On the basis of thesediscussions, the Board of Foseco has agreed that Cookson can undertake certainlimited due diligence. The Board of Foseco wishes to emphasise that talks are ongoing and there is nocertainty that an offer will be forthcoming. As required by the Takeover Code, Foseco confirms that this announcement isbeing made with the agreement of Cookson. A further announcement will be madewhen appropriate. Notes to editors Foseco plc is a world leader in the supply of consumable products for use in thefoundry and steel making industries. Typically, Foseco's products represent asmall element of the overall cost of the foundry and steel making processes yetthey are key to the overall quality and yield. The Group has a highly trainedsales and service network in 32 countries across the world and operates 29production facilities in 17 countries. It employs approximately 3,200 staff andis listed on the London Stock Exchange (FOSE.L). The Group has two distinct divisions: Foseco Foundry This accounts for approximately 80% of Group turnover and supplies consumableproducts, together with technical services and support, to the global foundryindustry. In the year to 31 December 2006 Foseco Foundry generated externalturnover of £327.3m. Foseco Steel This business provides value added, high performance consumables and services tothe steel making industry, principally in Europe and North America. In the yearto 31 December 2006, Foseco Steel generated external turnover of £81.5m. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the"Code"), if any person is, or becomes, "interested" (directly or indirectly) in1 per cent or more of any class of "relevant securities" of Foseco, all"dealings" in any "relevant securities" of that company (including by means ofan option in respect of, or a derivative referenced to, any such "relevantsecurities") 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. Thisrequirement will continue until the date on which the offer becomes, or isdeclared, unconditional as to acceptances, lapses or is otherwise withdrawn oron which the "offer period" otherwise ends. If two or more persons act togetherpursuant to an agreement or understanding, whether formal or informal, toacquire an "interest" in "relevant securities" of Foseco, they will be deemed tobe a single person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevantsecurities" of Foseco by Foseco or by the potential offeror, or by any of theirrespective "associates", must be disclosed by no later than 12.00 noon (Londontime) on the London business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk. "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. - END - This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vesuvius