22nd Feb 2008 07:00
Foseco PLC22 February 2008 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO ORFROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THERELEVANT LAWS OF SUCH JURISDICTION 22 February 2008 RECOMMENDED ACQUISITION OF FOSECO PLC BY COOKSON GROUP PLC POSTING OF LETTER TO SHAREHOLDERS AND UPDATE ON EXPECTED TIMETABLE OF PRINCIPALEVENTS 1. Introduction On 8 November 2007, the board of Foseco sent Foseco Shareholders a circular (the"Scheme Document") explaining the terms of a recommended cash acquisition ofFoseco by Cookson at a price of 295 pence in cash for each Foseco Share. TheBoard explained the background to and terms of the Acquisition and that theBoard unanimously recommended that Shareholders vote in favour of the Scheme andthe resolutions to be proposed at the Meetings required to implement the Scheme. In view of the length of time between posting of the Scheme Document on 8November 2007 and the expected date of the Meetings, currently scheduled for 10March 2008, the Board explained in the Scheme Document that it would write toShareholders setting out any further information which it considers Shareholdersshould be aware of in deciding how to exercise their votes at the Meetings(including any material changes to the information set out in the SchemeDocument). The board of Foseco announces that it has today sent FosecoShareholders (and, for information only, participants in the Foseco Long-TermIncentive Plan) a letter containing this information (the "Letter"). The board of Foseco also separately announced a trading statement this morning,a copy of which is appended to the Letter. Terms defined in the Scheme Document shall have the same meanings in thisannouncement. 2.Anti-trust clearances and expected timetable of principal events As the Board explained in the Scheme Document, the Acquisition is conditional,amongst other things, on receipt of all necessary anti-trust clearances. The Board has been advised that there is a very good likelihood of obtaining theremaining anti-trust clearances on which the Acquisition is conditional, inparticular, clearance in the EU and US, by early March 2008. The expectedtimetable of principal events therefore remains as set out in the SchemeDocument, a summary of which is set out in the Letter, and in the appendix tothis announcement. 3.Recommendation The Foseco Directors, who have been so advised by Greenhill, confirm that theycontinue to consider the terms of the Acquisition to be fair and reasonable. Inproviding its advice, Greenhill has taken into account the commercialassessments of the Foseco Directors. Accordingly, the Directors continue tounanimously recommend Shareholders to approve the Scheme and to vote in favourof the resolutions proposed at the Court Meeting and the EGM, as those Directorswho are holders of Foseco Shares have irrevocably undertaken to do in respect oftheir own beneficial holdings, amounting to, in aggregate, 5,658,718 FosecoShares which represent approximately 3.4 per cent. of Foseco's issued ordinaryshare capital. 4.Action to be taken and further information Shareholders' attention is drawn to the Letter, in particular to paragraph 2 ofAppendix II which explains the action Shareholders should take in relation tothe Scheme, and to the appendix to this announcement which sets out the expectedtimetable of principal events. Copies of the Letter will shortly be submitted to the Financial ServicesAuthority (the "FSA") and will shortly be available for inspection at the FSADocument Viewing Facility, which is situated at: The Financial Services Authority25 the North ColonnadeCanary WharfLondon E14 5HSTel: +44 (0)20 7066 1000 The Letter will also be available on Foseco's website: www.Foseco.com. Enquiries Gavin Anderson & Company Tel: +44 (0)20 7554 1400Robert Speed / Deborah Walter Greenhill and Collins Stewart Europe Limited are acting exclusively for Fosecoand for no-one else in connection with the Acquisition and will not beresponsible to anyone other than Foseco for providing the protections affordedto clients of Greenhill and Collins Stewart Europe Limited or for providingadvice in relation to the Acquisition or any other matters referred to in thisannouncement. Important notices If you are in any doubt about the action you should take, you are recommended toseek your own personal financial advice immediately from your stockbroker, bankmanager, solicitor, accountant or independent financial adviser authorised underthe Financial Services and Market Act 2000 (as amended) if you are resident inthe United Kingdom or, if not, from another appropriately authorised independentfinancial adviser. This announcement does not constitute a prospectus or an equivalent document andit is not intended to and does not constitute or form any part of an offer orinvitation to sell or purchase or subscribe for any securities or a solicitationof an offer to buy any securities or the solicitation of any vote or approval inany jurisdiction pursuant to the Acquisition or otherwise. The distribution of this announcement in jurisdictions other than the UK may berestricted by law and, therefore, any persons who are subject to the laws of anyjurisdiction other than the UK should inform themselves about, and observe, anyapplicable requirements. Any failure to comply with the applicable restrictionsmay constitute a violation of the securities laws of any such jurisdiction. Thisannouncement has been prepared for the purpose of complying with English law andthe City Code and the information disclosed may not be the same as that whichwould have been disclosed if this announcement had been prepared in accordancewith the laws of jurisdictions outside the UK. The availability of the Acquisition to persons who are not resident in theUnited Kingdom may be affected by the laws of the relevant jurisdictions.Persons who are not so resident should inform themselves about and observe anyapplicable requirements in those jurisdictions. The statements contained herein are made as at 22 February 2008, unless someother time is specified in relation to them, and publication of thisannouncement shall not give rise to any implication that there has been nochange in the facts set forth herein since such date. Nothing contained hereinshall be deemed to be a forecast, projection or estimate of the future financialperformance of Foseco or Cookson except where otherwise stated. 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" ofFoseco (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 p.m. (London time) on the London Business Day following the dateof the relevant transaction. This requirement will continue until the date onwhich the Scheme becomes effective, lapses or is otherwise withdrawn or on whichthe "offer period" otherwise ends. If two or more persons act together pursuantto an agreement or understanding, whether formal or informal, to acquire an"interest" in "relevant securities" of Foseco, they will be deemed to be asingle person for the purpose of Rule 8.3. Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevantsecurities" 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 theLondon 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 Panel's website at www.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 City Code, which can also be foundon the Panel's website. If you are in any doubt as to whether or not you arerequired to disclose a "dealing" under Rule 8, you should consult the Panel. APPENDIX Expected timetable of principal events Event Time and Date Latest time for lodging blue Forms of Proxy 10.00 a.m. on 8 March 2008for the Court Meeting(1) Latest time for lodging yellow Forms of Proxy 10.15 a.m. on 8 March 2008for the EGM(1) Voting Record Time for Court Meeting and EGM(2) 6.00 p.m. on 8 March 2008 Court Meeting 10.00 a.m. on 10 March 2008 EGM 10.15 a.m.(3)on 10 March 2008 Scheme Court Hearing (to sanction the Scheme) 1 April 2008 Reduction Record Time 6.00 p.m. on 2 April 2008 Reduction Court Hearing (to confirm Reduction 3 April 2008of Capital) Last day of dealings in, and for registration 3 April 2008of transfers of, and disablement in CREST of, Foseco Shares Scheme Record Time 6.00 p.m. on 3 April 2008 Effective Date 4 April 2008 Cancellation of listing of Foseco Shares 8.00 a.m. on 4 April 2008 Latest date for despatch of cheques and 18 April 2008crediting of CREST accounts for the cash consideration due under the Scheme (1) The blue Forms of Proxy for the Court Meeting may also be handed to Foseco's registrar, Equiniti Limited, on behalf of the Chairman at the Court Meeting before the taking of the poll. However, the yellow Forms of Proxy for the EGM must be lodged by 10.15 a.m. on 8 March 2008 in order to be valid (or, in the case of an adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Meeting). The Court Meeting and the EGM will be held at the offices of Ashurst LLP at Broadwalk House, 5 Appold Street, London EC2A 2HA. (2) If either the Court Meeting or the EGM is adjourned, the Voting Record Time for the adjourned Meeting will be 6.00 p.m. on the date two days before the date set for the adjourned Meeting. (3) In the event that the Court Meeting concludes after 10.15 a.m., the EGM will follow as soon as possible thereafter. Unless otherwise stated, all references to times are to London time. If any of the expected dates change, Foseco will, unless the Panel otherwiseconsents, give notice of the change by issuing a circular to Shareholders and byissuing an announcement through a Regulatory Information Service. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vesuvius