11th Oct 2007 07:01
Cookson Group PLC11 October 2007 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA, CANADA, JAPAN OR THE UNITED STATES Launch of Placing in Cookson Group plc Shares Cookson Group plc ("Cookson" or the "Company") today announces a non pre-emptiveplacing (the "Placing") of 18,583,519 new ordinary shares of 10 pence per sharein the capital of Cookson (the "Placing Shares"). The Placing is being carriedout to part finance a recommended cash offer by Cookson for the entire issuedand to be issued share capital of Foseco plc ("Foseco"), details of which areavailable in the separate announcement published jointly by the Company andFoseco today (the "Rule 2.5 Announcement"). The Placing Shares are being placed, subject to the terms and conditions of thePlacing Agreement, with placees procured by the Managers (as defined below) onbehalf of Cookson (the "Placees") or with the Underwriters (as defined below),and will represent approximately 9.6 per cent. of Cookson's current issued sharecapital. JPMorgan Cazenove and Merrill Lynch are acting as joint lead managers andbookrunners (together the "Managers") to the Placing. The Placing will be fullyunderwritten and will be conducted in accordance with the terms and conditionsset out in the Appendix to this announcement. The Placing will be effected, subject to the satisfaction of the conditionsreferred to in the Appendix to this announcement, by way of an acceleratedbookbuild placing of the Placing Shares to be launched immediately followingthis announcement. The placing price of the Placing Shares will be determined bythe Managers at the close of the bookbuild and announced as soon as practicablethereafter. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares in theCompany, including the right to receive all dividends and other distributionsdeclared, made or paid in respect of such ordinary shares after the date ofissue of the Placing Shares other than the Interim Dividend. If you choose to participate in the Placing by making an oral and legallybinding offer to acquire Placing Shares you will be deemed to have read andunderstood this announcement in its entirety (including the Appendix) and to bemaking such offer on the terms and conditions contained herein and to beproviding the representations, warranties and acknowledgements contained in theAppendix to this announcement. Application will be made to the Financial Services Authority (the "FSA") foradmission of the Placing Shares to the Official List maintained by the UKListing Authority and to the London Stock Exchange (the "LSE") for admission totrading of the Placing Shares on the LSE's market for listed securities(together, "Admission"). It is expected that Admission will take place on orbefore 17 October 2007 and that dealings in the Placing Shares on the LSE's mainmarket for listed securities will commence at the same time. For further information: Cookson:Nick Salmon +44 (0) 20 7822 0000Mike Butterworth +44 (0) 20 7822 0000Anna Hartropp +44 (0) 20 7822 0000 JPMorgan Cazenove:Patrick Magee +44 (0) 20 7155 4525Jonathan Wilcox +44 (0) 20 7155 8608 Merrill Lynch International:Oli Greaves +44 (0) 20 7996 1200Aukse Jurkute +44 (0) 20 7995 3700 Hogarth:John Olsen +44 (0) 20 7357 9477Julian Walker +44 (0) 20 7357 9477 Disclaimer This announcement does not constitute an offer to sell or issue, or thesolicitation of an offer to buy or subscribe for, Placing Shares in anyjurisdiction including, without limitation, the United Kingdom, the UnitedStates, Australia, Canada or Japan. This announcement and the informationcontained herein is not for publication or distribution, directly or indirectly,to persons in the United States, Australia, Canada, Japan or in any jurisdictionin which such publication or distribution is unlawful. The Placing Shares referred to in this announcement have not been and will notbe registered under the US Securities Act of 1933, as amended (the "SecuritiesAct") or with any securities regulatory authority of any State or otherjurisdiction of the United States, and may not be offered, sold or transferredwithin the United States except pursuant to an exemption from, or in atransaction not subject to, the registration requirements of the Securities Act. Any offering to be made in the United States will be made to a limited numberof qualified institutional buyers ("QIBs") pursuant to an exemption fromregistration under the Securities Act in a transaction not involving any publicoffering. The Placing Shares are being offered and sold outside the UnitedStates in accordance with Regulation S under the Securities Act. The distribution of this announcement and the Placing and/or issue of thePlacing Shares in certain jurisdictions may be restricted by law. No action hasbeen taken by the Company, the Managers, or any of their respective Affiliates,that would permit an offer of the Placing Shares or possession or distributionof this announcement or any other offering or publicity material relating tosuch Placing Shares in any jurisdiction where action for that purpose isrequired. Persons into whose possession this announcement comes are required bythe Company and the Managers to inform themselves about and to observe any suchrestrictions. Certain statements made in this announcement are forward looking statements.Such forward looking statements are based on current expectations and numerousassumptions regarding the Company's present and future business strategies andthe environments in which the Company will operate in the future. Suchassumptions may or may not prove to be correct and actual results andperformance could differ materially from any expected further results orperformances, express or implied, by the forward looking statements. Factorsthat might cause forward looking statements to differ materially from actualresults include, among other things, changes in global, political, economic,business, competitive, market and regulatory forces, future exchange andinterest rates and future business combinations or disposals. The Companyexpressly disclaims and assumes no responsibility to update or revise any of theforward looking statements contained in this announcement to reflect any changein the Company's expectations with regard thereto or any change in events,conditions or circumstances on which any such statement is based. Any indication in this announcement of the price at which ordinary shares in theCompany have been bought or sold in the past cannot be relied upon as a guide tofuture performance. No statement in this announcement is intended to be a profitforecast and no statement in this announcement should be interpreted to meanthat earnings per share of the Company for the current or future financial yearswould necessarily match or exceed the historical published earnings per share ofthe Company. The Managers are acting exclusively for Cookson in connection with the Placingand no-one else and will not be responsible to anyone other than Cookson forproviding the protections afforded to their clients or for providing advice inrelation to the Placing or any matter referred to in this announcement. This announcement is the sole responsibility of the Company. No representationor warranty, express or implied, is or will be made as to, or in relation to,and no responsibility or liability is or will be accepted by the Managers or byany of their respective Affiliates or agents as to or in relation to, theaccuracy or completeness of this announcement, or any other written or oralinformation made available to or publicly available to any invested party or itsadvisers, and any liability therefore is hereby expressly disclaimed. Appendix - Terms and conditions of the Placing Important information on the Placing NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTOAUSTRALIA, CANADA, JAPAN OR THE UNITED STATES IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE PLACING MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THISAPPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN ARE DIRECTED ONLY ATPERSONS WHOSE ORDINARY ACTIVITIES INVOLVE THEM IN ACQUIRING, HOLDING, MANAGINGAND DISPOSING OF INVESTMENTS (AS PRINCIPAL OR AGENT) FOR THE PURPOSES OF THEIRBUSINESS AND WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTSAND ARE (1) QUALIFIED INVESTORS AS DEFINED IN SECTION 86(7) OF THE FINANCIALSERVICES AND MARKETS ACT 2000 ("FSMA"), BEING PERSONS FALLING WITHIN THE MEANINGOF ARTICLE 2.1(e)(i), (ii) OR (iii) OF DIRECTIVE 2003/71/EC (THE "PROSPECTUSDIRECTIVE") AND (2) IN THE UNITED KINGDOM FALL WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES ANDMARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") ORARE PERSONS WHO FALL WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH COMPANIES,UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER (ALL SUCH PERSONS TOGETHER BEINGREFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONSSET OUT HEREIN (AND THE ANNOUNCEMENT OF WHICH IT FORMS PART) MUST NOT BE ACTEDON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT ORINVESTMENT ACTIVITY TO WHICH THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUTHEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLYWITH RELEVANT PERSONS. PERSONS DISTRIBUTING THIS APPENDIX (AND THE ANNOUNCEMENTOF WHICH IT FORMS PART) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. THISAPPENDIX DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANYSECURITIES IN COOKSON. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISORS AS TO LEGAL, TAX, BUSINESS ANDRELATED ASPECTS OF A PURCHASE OF PLACING SHARES. This announcement and any subsequent offer made is only addressed to anddirected at persons in member states of the European Economic Area ("EEA") whoare "qualified investors" within the meaning of Article 2(1)(e) of theProspectus Directive (Directive 2003/71/EC) ("Qualified Investors"). By participating in the bookbuilding procedure (the "Bookbuilding") and thePlacing, Placees will be deemed to have read and understood this Appendix in itsentirety, to be participating, making an offer and acquiring Placing Shares onthe terms and conditions contained herein and to be providing therepresentations, warranties, acknowledgements and undertakings contained herein. In particular each such Placee represents, warrants and acknowledges that it: 1. is a Relevant Person and undertakes that it will acquire, hold, manageor dispose of any Placing Shares that are allocated to it for the purposes ofits business; 2. in the case of a Relevant Person in a member state of the EEA which hasimplemented the Prospectus Directive (each, a "Relevant Member State") whoacquires any Placing Shares pursuant to the Placing: (a) it is a Qualified Investor; and (b) in the case of any Placing Shares acquired by it as a financialintermediary, as that term is used in Article 3(2) of the Prospectus Directive, (i) the Placing Shares acquired by it in the Placing have not been acquiredon behalf of, nor have they been acquired with a view to their offer or resaleto, persons in any Relevant Member State other than Qualified Investors or incircumstances in which the prior consent of the Managers has been given to theoffer or resale; or (ii) where Placing Shares have been acquired by it on behalf of persons inany member state of the EEA other than Qualified Investors, the offer of thosePlacing Shares to it is not treated under the Prospectus Directive as havingbeen made to such persons; and 3. is acquiring the Placing Shares for its own account or is acquiring thePlacing Shares for an account with respect to which it exercises sole investmentdiscretion, and that it (and any such account) is outside the United States, orit is a dealer or other professional fiduciary in the United States acting on adiscretionary basis for non-US beneficial owners (other than an estate ortrust), in reliance on Regulation S under the Securities Act; or if it is in theUnited States, it is a QIB as defined in Rule 144A under the Securities Act (andhas received an investor letter to that effect). This announcement (including this Appendix) does not constitute an offer to sellor issue or the solicitation of an offer to buy or subscribe for Placing Sharesin any jurisdiction including, without limitation, the United Kingdom, theUnited States, Canada, Australia or Japan. This announcement and the informationcontained herein is not for publication or distribution, directly or indirectly,to persons in the United States, Canada, Australia, Japan or in any jurisdictionin which such publication or distribution is unlawful. The Placing Shares referred to in this announcement have not been and will notbe registered under the Securities Act or with any securities regulatoryauthority of any State or other jurisdiction of the United States, and may notbe offered, sold or transferred within the United States except pursuant to anexemption from, or in a transaction not subject to, the registrationrequirements of the Securities Act. Any offering to be made in the United Stateswill be made to a limited number of QIBs pursuant to an exemption fromregistration under the Securities Act or in a transaction not involving anypublic offering. The Placing Shares are being offered and sold outside theUnited States in accordance with Regulation S under the Securities Act. The distribution of this announcement and the Placing and/or issue of thePlacing Shares in certain jurisdictions may be restricted by law. No action hasbeen taken by the Company, the Managers, or any of their respective Affiliates,that would permit an offer of the Placing Shares or possession or distributionof this announcement or any other offering or publicity material relating tosuch Placing Shares in any jurisdiction where action for that purpose isrequired. Persons into whose possession this announcement comes are required bythe Company and the Managers to inform themselves about and to observe any suchrestrictions. In this Appendix, unless the context otherwise requires, the "Company" meansCookson Group plc and "Placee" includes a person (including individuals, fundsor others) on whose behalf a commitment to acquire Placing Shares has beengiven. No prospectus No prospectus or other offering document has been or will be submitted to beapproved by the FSA in relation to the Placing and the Placees' commitments willbe made solely on the basis of the information contained in this announcement,the Pricing Announcement (as defined below) and any information publiclyannounced to a Regulatory Information Service by or on behalf of the Company onor prior to the date of this announcement (the "Publicly AvailableInformation"). Each Placee, by participating in the Placing, agrees that it hasneither received nor relied on any information, representation, warranty orstatement made by or on behalf of any of the Managers or the Company other thanthe Publicly Available Information and none of the Managers, the Company nor anyperson acting on such person's behalf nor any of their Affiliates has or shallhave any liability for any Placee's decision to accept this invitation toparticipate in the Placing based on any other information, representation,warranty or statement. Each Placee acknowledges and agrees that it has relied onits own investigation of the business, financial or other position of theCompany in accepting a participation in the Placing. Nothing in this paragraphshall exclude the liability of any person for fraudulent misrepresentation. Details of the Placing Agreement and the Placing Shares The Banks have entered into a placing agreement (the "Placing Agreement") withthe Company under which the Managers have undertaken, on the terms and subjectto the conditions set out in the Placing Agreement, acting severally, and notjointly or jointly and severally, to use their reasonable endeavours to procurePlacees for, and Merrill Lynch and JPMSL (the "Underwriters") have undertaken tounderwrite, the Placing Shares. The Placing Shares will, when issued, be credited as fully paid and will rankpari passu in all respects with the existing issued ordinary shares of 10 penceper share in the capital of the Company, including the right to receive alldividends and other distributions declared, made or paid in respect of suchordinary shares after the date of issue of the Placing Shares other than theInterim Dividend. Application for admission to listing and trading Application will be made to the Financial Services Authority and the LSE forAdmission. It is expected that Admission will take place on or before 17 October2007 and that dealings in the Placing Shares on the LSE's main market for listedsecurities will commence at the same time. Bookbuilding The Managers will today commence the Bookbuilding to determine demand forparticipation in the Placing by Placees. This Appendix gives details of theterms and conditions of, and the mechanics of participation in, the Placing. Nocommissions will be paid to Placees or by Placees in respect of any PlacingShares. The Managers and the Company shall be entitled to effect the Placing by suchalternative method to the Bookbuilding as they may, in their sole discretion,determine. Principal terms of the Bookbuilding and Placing 1. Participation in the Placing will only be available to persons who maylawfully be, and are, invited by the Managers to participate. Each Manager isentitled to enter bids in the Bookbuilding. 2. The Bookbuilding will establish a single price (the "Placing Price")payable to the Managers by all Placees whose bids are successful. The PlacingPrice will be agreed between the Managers following completion of theBookbuilding in accordance with the terms of the Placing Agreement. The PlacingPrice will be announced (the "Pricing Announcement") on a Regulatory InformationService following the completion of the Bookbuilding. 3. To bid in the Bookbuilding, Placees should communicate their bid bytelephone to their usual sales contact at Merrill Lynch or JPMorgan Cazenoverespectively. Each bid should state the number of shares in the Company which aprospective Placee wishes to acquire at either the Placing Price which isultimately established by the Company and the Managers or at prices up to aprice limit specified in its bid. Bids may be scaled down by the Managers on thebasis referred to in paragraph 7 below. Each of the Managers is arranging thePlacing severally, and not jointly, or jointly and severally, as agent of theCompany. 4. The Bookbuilding is expected to close no later than 9.00 p.m. (Londontime) on 12 October 2007 but may be closed earlier at the sole discretion of theManagers. The Managers may, in agreement with the Company, accept bids that arereceived after the Bookbuilding has closed. 5. If you choose to participate in the Placing by making an oral andlegally-binding offer to acquire Placing Shares you will be deemed to have readand understood this announcement in its entirety (including this Appendix) andto be making such offer on the terms and conditions contained herein and to beproviding the representations, warranties and acknowledgements contained in thisAppendix. Allocations will be confirmed orally by the relevant Bank as soon aspracticable following the close of the Bookbuilding. The relevant Bank's oralconfirmation of an allocation will give rise to a legally-binding commitment bythe Placee concerned, in favour of the relevant Bank and the Company, underwhich it agrees to acquire the number of Placing Shares allocated to it on theterms and subject to the conditions set out in this Appendix and the Company'sMemorandum and Articles of Association. 6. The Company will make a further announcement following the close of theBookbuilding detailing the price at which the Placing Shares have been placed. 7. Subject to paragraphs 3 and 5 above, the Banks may choose to acceptbids, either in whole or in part, on the basis of allocations determined attheir discretion and may scale down any bids for this purpose on such basis asthey may determine. They may also, notwithstanding paragraphs 4 to 6 above, (a)allocate Placing Shares after the time of any initial allocation to any personsubmitting a bid after that time and (b) allocate Placing Shares after theBookbuilding has closed to any person submitting a bid after that time 8. Allocations will be confirmed in writing by the Managers by no laterthan 9.00 p.m. (London time) on 12 October 2007. Any Placing Share for whichplacees cannot be found by the Managers shall be allotted and issued to theUnderwriters. 9. A bid in the Bookbuilding will be made on the terms and subject to theconditions in this Appendix and will be legally binding on the Placee on behalfof which it is made and except with the relevant Manager's consent will not becapable of variation or revocation after the time at which it is submitted. EachPlacee will have an immediate, separate, irrevocable and binding obligation topay to the relevant Manager (or as it may direct) in cleared funds an amountequal to the product of the Placing Price and the number of Placing Shares suchPlacee has agreed to acquire. 10. Except as required by law or regulation, no press release or otherannouncement will be made by the Managers or the Company using the name of anyPlacee (or its agent), in its capacity as Placee (or agent), other than withsuch Placee's prior written consent. 11. Irrespective of the time at which a Placee's allocation(s) pursuant tothe Placing is/are confirmed, settlement for all Placing Shares to be acquiredpursuant to the Placing will be required to be made at the same time, on thebasis explained below under "Registration and Settlement". 12. All obligations under the Bookbuilding and Placing will be subject tofulfilment of the conditions referred to below under "Conditions of the Placing"and to the Placing not being terminated on the basis referred to below under"Termination of the Placing". 13. By participating in the Bookbuilding each Placee will agree that itsrights and obligations in respect of the Placing will terminate only in thecircumstances described below and will not be capable of rescission ortermination by the Placee. 14. To the fullest extent permissible by law, none of the Banks nor any oftheir Affiliates shall have any liability to Placees (or to any other personwhether acting on behalf of a Placee or otherwise). In particular, none of theBanks nor any of their Affiliates shall have any liability (including, to theextent permissible by law, any fiduciary duties) in respect of the Managers'conduct of the Bookbuilding or of such alternative method of effecting thePlacing as the Managers and the Company may agree. Registration and Settlement The Company has undertaken that it will, prior to 9.00 a.m. (London time) on theday of Admission and subject only to Admission, allot the Placing Shares to theCREST account of Merrill Lynch on behalf of the Managers as nominee for thePlacees (or, in the event that Placees are not found for all the Placing Shares,the Underwriters), pending transfer of legal title on the terms that upon suchallotment becoming unconditional, the Placing Shares shall be credited as fullypaid and shall rank pari passu in all respects with the existing ordinary sharesof the Company, including the right to receive all dividends and otherdistributions declared, made or paid on or in respect of such ordinary sharesafter the date of issue and allotment of the Placing Shares other than theInterim Dividend. If Placees are allocated any Placing Shares in the Placing they will be sent acontract note or electronic confirmation which will confirm the number ofPlacing Shares allocated to them, the Placing Price and the aggregate amountowed by them to the relevant Bank. Each Placee will be deemed to agree that itwill do all things necessary to ensure that delivery and payment is completed inaccordance with either the standing CREST or certificated settlementinstructions which they have in place with the relevant Bank. Settlement of transactions in the Placing Shares following Admission will takeplace within the CREST system. Settlement through CREST will be on a T+3 basisunless otherwise notified by the Managers and is expected to occur on or before17 October 2007. Settlement will be on a delivery versus payment basis. TheManagers shall hold the Placing Shares allotted on behalf of the Placees untilthe transfer of legal title has been effected through CREST. If in thereasonable opinion of the Company and the Managers it is impracticable for thePlacing Shares to be admitted to CREST, the Company may issue all the PlacingShares in certificated form. The Managers reserve the right to require settlement for the Placing Shares, andto deliver the Placing Shares to Placees, by such other means as they deemnecessary if delivery or settlement to Placees is not practicable within theCREST system or would not be consistent with regulatory requirements in aPlacee's jurisdiction. Interest is chargeable daily on payments not received onthe due date in accordance with the arrangements set out above, in respect ofeither CREST or certificated deliveries, at the rate of 2 percentage pointsabove prevailing LIBOR. If Placees do not comply with their obligations therelevant Bank may sell their Placing Shares on their behalf and retain from theproceeds, for its own account and benefit, an amount equal to the Placing Priceof each share sold plus any interest due. Placees will, however, remain liablefor any shortfall below the Placing Price and for any stamp duty or stamp dutyreserve tax (together with any interest or penalties) which may arise upon thesale of their Placing Shares on their behalf. Conditions of the Placing The Placing is conditional upon the Placing Agreement becoming unconditional andnot having been terminated in accordance with its terms. The obligations of the Banks under the Placing Agreement are, and the Placingis, conditional on, inter alia: 1. publication of this announcement and the Rule 2.5 Announcementthrough a Regulatory Information Service by no later than 8.30 a.m. (Londontime) today; 2. save to the extent not materially adverse in the context of thePlacing, selected warranties given by the Company in the Placing Agreement beingtrue and accurate and not misleading in any respect on and as of the date of thePlacing Agreement and at any time before Admission; 3. the application of the Company for Admission not being withdrawn orrefused by the FSA or the LSE prior to 8 a.m. (London time) on 19 October 2007(or such later time and/or date as the Company and the Managers may determine);and 4. the Company allotting, subject only to Admission, the Placing Sharesin accordance with the Placing Agreement. If the conditions in the Placing Agreement are not satisfied or waived inaccordance with the Placing Agreement within the stated time periods (or suchlater time and/or date as the Company and the Banks may agree), or the PlacingAgreement is terminated in accordance with its terms, the Placing will lapse andthe Placee's rights and obligations shall cease and terminate at such time andeach Placee agrees that no claim can be made by or on behalf of the Placee (orany person on whose behalf the Placee is acting) in respect thereof. By participating in the Bookbuilding, each Placee agrees that its rights andobligations cease and terminate only in the circumstances described above andunder "Termination of the Placing" below and will not be capable of rescissionor termination by it. The Banks may, at their discretion and upon such terms as they think fit, waivefulfilment of all or any of the conditions in the Placing Agreement (except forthe condition relating to Admission) or extend the time for fulfilment of any ofthe conditions. None of the Banks nor any of their Affiliates nor the Company shall have anyliability to any Placee (or to any other person whether acting on behalf of aPlacee or otherwise) in respect of any decision any of them may make as towhether or not to waive or to extend the time and/or date for the satisfactionof any condition to the Placing nor for any decision any of them may make as tothe satisfaction of any condition or in respect of the Placing generally. Termination of the Placing The Banks may, at their absolute discretion and after consultation with theCompany where reasonably practicable, by joint notice in writing to the Companyserved prior to Admission, terminate the Placing Agreement if, inter alia: 1. the Banks become aware that any of the selected warranties given bythe Company and referred to above is, or if repeated at any time up to andincluding Admission (by reference to the facts and circumstances then existing)would be, untrue, inaccurate, incorrect or misleading, save to the extent notmaterially adverse in the context of the Placing; or 2. the Banks request the Company to make a public announcement inaccordance with the Placing Agreement, and the Company declines to make suchannouncement where the effect of the Company failing to do so would bematerially adverse in the context of the Placing; or 3. the application of the Company for Admission is withdrawn or isrefused by the FSA or the LSE. If the Placing Agreement is terminated in accordance with its terms, the rightsand obligations of each Placee in respect of the Placing as described in thisannouncement (including this Appendix) shall cease and terminate at such timeand no claim can be made by any Placee in respect thereof. By participating in the Placing, each Placee agrees with the Company and theBanks that the exercise by the Banks of any right of termination or any otherright or other discretion under the Placing Agreement shall be within theabsolute discretion of the Banks and that the Banks need not make any referenceto such Placee and that neither the Banks nor any of their Affiliates nor theCompany shall have any liability to such Placee (or to any other person whetheracting on behalf of a Placee or otherwise) whatsoever in connection with anysuch exercise. By participating in the Placing, each Placee agrees that its rights andobligations terminate only in the circumstances described above and will not becapable of rescission or termination by it after oral confirmation by theManagers following the close of the Bookbuilding. Representations and further terms By submitting a bid in the Bookbuilding, each prospective Placee (and any personacting on such Placee's behalf) represents, warrants, acknowledges and agrees(for itself and for any such prospective Placee) that: 1. it has read this announcement (including this Appendix) in its entiretyand that its purchase of the Placing Shares is subject to and based upon all theterms, conditions, representations, warranties, acknowledgements, agreements andundertakings and other information contained herein; 2. it has not received a prospectus or other offering document inconnection with the Placing and acknowledges that no prospectus or otheroffering document has been or will be prepared in connection with the Placing; 3. if the Placing Shares were offered to it in the United States, itrepresents and warrants that in making its investment decision, (i) it hasconsulted its own independent advisers or otherwise has satisfied itselfconcerning, without limitation, the effects of United States federal, state andlocal income tax laws and foreign tax laws generally and the US InvestmentCompany Act of 1940 and the Securities Act, (ii) it has received all information(including the business, financial condition, prospects, creditworthiness,status and affairs of the Company, the Placing and the Placing Shares, as wellas the opportunity to ask questions) concerning the Company, the Placing and thePlacing Shares that it believes is necessary or appropriate in order to make aninvestment decision in respect of the Company and the Placing Shares and (iii)it is aware and understands that an investment in the Placing Shares involves aconsiderable degree of risk and no US federal or state or non-US agency has madeany finding or determination as to the fairness for investment or anyrecommendation or endorsement of the Placing Shares; 4. (i) it has made its own assessment of the Company, the Placing Sharesand the terms of the Placing based on Publicly Available Information, (ii) noneof the Banks, their respective Affiliates or the Company has made anyrepresentation to it, express or implied, with respect to the Company, thePlacing or the Placing Shares or the accuracy, completeness or adequacy of thePublicly Available Information and (iii) it has conducted its own investigationof the business, financial and other position of the Company, the Placing andthe Placing Shares, satisfied itself that the information is still current andrelied on that investigation for the purposes of its decision to participate inthe Placing; 5. the content of this announcement is exclusively the responsibility ofthe Company and that none of the Banks nor any person acting on their behalf isresponsible for or has or shall have any liability for any information orrepresentation relating to the Company contained in this announcement or thePublicly Available Information nor will be liable for any Placee's decision toparticipate in the Placing based on any information, representation, warranty orstatement contained in this announcement, the Publicly Available Information orotherwise. Nothing in this Appendix shall exclude any liability of any personfor fraudulent misrepresentation; 6. it is not, and at the time the Placing Shares are acquired will not bea resident of Australia, Canada or Japan, and each of it and the beneficialowner of the Placing Shares is, and at the time the Placing Shares are acquiredwill be, (i) not in the United States, or (ii) a QIB, or (iii) acquiring thePlacing Shares in an "offshore transaction" in accordance with Rule 903 or Rule904 of Regulation S under the Securities Act, and has such knowledge andexperience in financial and business matters as to be capable of evaluating themerits and risks of an investment in the Placing Shares, will not look to theBanks for all or part of any such loss it may suffer, is able to bear theeconomic risk of an investment in the Placing Shares, is able to sustain acomplete loss of the investment in the Placing Shares and has no need forliquidity with respect to its investment in the Placing Shares and representsand, in the case of (ii) above, warrants that it is acquiring the Placing Sharesfor its own account or for one or more accounts as to each of which it exercisessole investment discretion and each of which is a QIB, for investment purposesand not with a view to any distribution or for resale in connection with, thedistribution thereof in whole or in part, in the United States; 7. the Placing Shares have not been registered or otherwise qualified, andwill not be registered or otherwise qualified, for offer and sale nor will aprospectus be cleared in respect of any of the Placing Shares under thesecurities laws of the United States, Australia, Canada or Japan and, subject tocertain exceptions, may not be offered, sold, taken up, renounced or deliveredor transferred, directly or indirectly, within the United States, Australia,Canada or Japan; 8. it and/or each person on whose behalf it is participating: (i) is entitled to acquire Placing Shares pursuant to the Placing under thelaws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has capacity and authority and is entitled to enter into and performits obligations as an acquirer of Placing Shares and will honour suchobligations; and (iv) has obtained all necessary consents and authorities (including, withoutlimitation, in the case of a person acting on behalf of a Placee, all necessaryconsents and authorities to agree to the terms set out or referred to in thisAppendix) to enable it to enter into the transactions contemplated hereby and toperform its obligations in relation thereto; 9. the Placing Shares have not and will not be registered under theSecurities Act, or under the securities laws of any state of the United States,and are being offered and sold on behalf of the Company in offshore transactions(as defined in Regulation S under the Securities Act) and to QIBs in relianceupon Rule 144A or another exemption from, or transaction not subject to, theregistration requirements under the Securities Act; 10. the Placing Shares offered and sold in the United States are "restrictedsecurities" within the meaning of Rule 144(a)(3) under the Securities Act; 11. so long as the Placing Shares are "restricted securities" within themeaning of Rule 144(a)(3) under the Securities Act, it will not deposit thePlacing Shares into any unrestricted depositary receipt facility maintained byany depositary bank in respect of the Company's ordinary shares; 12. it will not reoffer, sell, pledge or otherwise transfer the PlacingShares except (i) in an offshore transaction in accordance with Regulation Sunder the Securities Act; (ii) in the United States to QIBs pursuant to Rule144A under the Securities Act; (iii) pursuant to Rule 144 under the SecuritiesAct (if available) or (iv) pursuant to an effective registration statement underthe Securities Act and that, in each such case, such offer, sale, pledge, ortransfer will be made in accordance with any applicable securities laws of anystate of the United States; 13. if it is acquiring Placing Shares for the account of one or more QIBs,it has full power to make the acknowledgements, representations, warranties andagreements herein on behalf of each such account; 14. it acknowledges that where it is acquiring the Placing Shares for one ormore managed accounts, it represents and warrants that it is authorised inwriting by each managed account to acquire the Placing Shares for each managedaccount; 15. if it is a pension fund or investment company, its acquisition ofPlacing Shares is in full compliance with applicable laws and regulations; 16. no representation has been made as to the availability of any otherexemption under the Securities Act for the reoffer, resale, pledge or transferof the Placing Shares; 17. participation in the Placing is on the basis that it is not and will notbe a client of any of the Banks and that the Banks have no duties orresponsibilities to a Placee for providing protections afforded to theirrespective clients or for providing advice in relation to the Placing nor inrespect of any representations, warranties, undertakings or indemnitiescontained in the Placing Agreement; 18. it will make payment to the Managers in accordance with the terms andconditions of this announcement on the due times and dates set out in thisannouncement, failing which the relevant Placing Shares may be placed withothers on such terms as the Managers determine; 19. the person whom it specifies for registration as holder of the PlacingShares will be (i) the Placee or (ii) a nominee of the Placee, as the case maybe. The Banks and the Company will not be responsible for any liability to stampduty or stamp duty reserve tax resulting from a failure to observe thisrequirement. It agrees to acquire Placing Shares pursuant to the Placing on thebasis that the Placing Shares will be allotted to a CREST stock account of oneof the Banks who will hold them as nominee on behalf of the Placee untilsettlement in accordance with its standing settlement instructions with it; 20. the allocation, allotment, issue and delivery to it, or the personspecified by it for registration as holder, of Placing Shares will not give riseto a stamp duty or stamp duty reserve tax liability under (or at a ratedetermined under) any of sections 67, 70, 93 or 96 of the Finance Act 1986(depository receipts and clearance services) and that it is not participating inthe Placing as nominee or agent for any person or persons to whom theallocation, allotment, issue or delivery of Placing Shares would give rise tosuch a liability; 21. it and any person acting on its behalf falls within Article 19(5) and/or49(2)(a) to (d) of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005, as amended, and undertakes that it will acquire, hold,manage and (if applicable) dispose of any Placing Shares that are allocated toit for the purposes of its business only; 22. it has not offered or sold and will not offer or sell any Placing Sharesto persons in the United Kingdom prior to Admission except to persons whoseordinary activities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purposes of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in the United Kingdom within the meaning of section 85(1)of FSMA; 23. it is a qualified investor as defined in section 86(7) of FSMA, being aperson falling within Article 2.1(e)(i), (ii) or (iii) of the ProspectusDirective; 24. it has only communicated or caused to be communicated and it will onlycommunicate or cause to be communicated any invitation or inducement to engagein investment activity (within the meaning of section 21 of FSMA) relating toPlacing Shares in circumstances in which section 21(1) of FSMA does not requireapproval of the communication by an authorised person; 25. it has complied and it will comply with all applicable provisions ofFSMA with respect to anything done by it or on its behalf in relation to thePlacing Shares in, from or otherwise involving the United Kingdom; 26. it has not offered or sold and will not offer or sell any Placing Sharesto persons in the EEA prior to Admission except to persons whose ordinaryactivities involve them in acquiring, holding, managing or disposing ofinvestments (as principal or agent) for the purpose of their business orotherwise in circumstances which have not resulted and which will not result inan offer to the public in any member state of the EEA within the meaning of theProspectus Directive (which means Directive 2003/71/EC and includes any relevantimplementing measure in any member state); 27. it has complied with its obligations in connection with money launderingand terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act2000, and the Money Laundering Regulations 2003 (the "Regulations") and, ifmaking payment on behalf of a third party, that satisfactory evidence has beenobtained and recorded by it to verify the identity of the third party asrequired by the Regulations; 28. the Company, the Banks and others will rely upon the truth and accuracyof the foregoing representations, warranties, acknowledgements and agreements; 29. the Placing Shares will be issued subject to the terms and conditions ofthis Appendix; and 30. this Appendix and all documents into which this Appendix is incorporatedby reference or otherwise validly forms a part will be governed by and construedin accordance with English law. All agreements to acquire shares pursuant to theBookbuilding and/or the Placing will be governed by English law and the Englishcourts shall have exclusive jurisdiction in relation thereto except thatproceedings may be taken by the Company or the Banks in any jurisdiction inwhich the relevant Placee is incorporated or in which any of its securities havea quotation on a recognised stock exchange. By participating in the Placing, each Placee (and any person acting on suchPlacee's behalf) agrees to indemnify and hold the Company and the Banks harmlessfrom any and all costs, claims, liabilities and expenses (including legal feesand expenses) arising out of or in connection with any breach of therepresentations, warranties, acknowledgements, agreements and undertakings inthis Appendix and further agrees that the provisions of this Appendix shallsurvive after completion of the Placing. Please also note that the agreement to allot and issue Placing Shares to Placees(or the persons for whom Placees are contracting as agent) free of stamp dutyand stamp duty reserve tax in the UK relates only to their allotment and issueto Placees, or such persons as they nominate as their agents, direct by theCompany. Such agreement assumes that the Placing Shares are not being acquiredin connection with arrangements to issue depositary receipts or to transfer thePlacing Shares into a clearance service. If there were any such arrangements, orthe settlement related to other dealings in the Placing Shares, stamp duty orstamp duty reserve tax may be payable, for which neither the Company nor theBanks would be responsible. If this is the case, it would be sensible forPlacees to take their own advice and they should notify the relevant Manageraccordingly. In addition, Placees should note that they will be liable for anycapital duty, stamp duty and all other stamp, issue, securities, transfer,registration, documentary or other duties or taxes (including any interest,fines or penalties relating thereto) payable outside the UK by them or any otherperson on the acquisition by them of any Placing Shares or the agreement by themto acquire any Placing Shares. The representations, warranties, acknowledgements and undertakings contained inthis Appendix are given to each Bank for itself and on behalf of the Company andare irrevocable. The Managers are acting exclusively for the Company and no one else inconnection with the Bookbuilding and the Placing, and the Managers will not beresponsible to anyone (including any Placees) other than the Company forproviding the protections afforded to their respective clients or for providingadvice in relation to the Bookbuilding or the Placing or any other mattersreferred to in this announcement. Each Placee and any person acting on behalf of the Placee acknowledges that noneof the Banks owes fiduciary or other duties to any Placee in respect of anyrepresentations, warranties, undertakings or indemnities in the PlacingAgreement. Each Placee and any person acting on behalf of the Placee acknowledges andagrees that each of the Managers may (at its absolute discretion) satisfy itsobligations to procure Placees by itself agreeing to become a Placee in respectof some or all of the Placing Shares or by nominating any connected orassociated person to do so. When a Placee or any person acting on behalf of the Placee is dealing with anyof the Managers, any money held in an account with any Manager on behalf of thePlacee and/or any person acting on behalf of the Placee will not be treated asclient money within the meaning of the relevant rules and regulations of the FSAwhich therefore will not require the Managers to segregate such money, as thatmoney will be held by it under a banking relationship and not as trustee. Past performance is no guide to future performance and persons needing adviceshould consult an independent financial adviser. All times and dates in this announcement may be subject to amendment. Therelevant Managers will notify Placees and any persons acting on behalf of thePlacees of any changes. The information contained herein is not for publication or distribution,directly or indirectly, in or into the United States, Canada, Australia orJapan. The materials do not constitute or form part of any offer or solicitationto purchase securities in the United States, nor may the securities be offeredor sold in the United States absent registration or an exemption fromregistration as provided in the Securities Act, and the rules and regulationsthereunder. There is no intention to register any portion of the offering in theUnited States or to conduct a public offering of shares in the United States. DEFINITIONS In this announcement, unless the context otherwise requires: "Admission" means admission of the Placing Shares to the Official List becomingeffective in accordance with the Listing Rules and the admission of such sharesto trading on the London Stock Exchange's main market for listed securitiesbecoming effective in accordance with the Admission and Disclosure Standards; "Admission and Disclosure Standards" means the Admission and DisclosureStandards of the London Stock Exchange; "Affiliate" means in respect of a person, any holding company or subsidiaryundertaking of such person or any subsidiary undertaking of any such holdingcompany, or any of their respective associated undertakings and for the purposesof this definition, Cazenove Group Limited and its Affiliates shall be deemedAffiliates of JPMorgan Cazenove; "Banks" means Merrill Lynch, JPMorgan Cazenove and JPMSL; "Bookbuilding" means the process to be carried out by the Managers to establishdemand at different prices from potential Placees for the Placing Shares; "Cookson" or the "Company" means Cookson Group plc, a company incorporated andregistered under the laws of England and Wales whose registered office is at 165Fleet Street, London EC4A 2AE; "EEA" means the European Economic Area; "FSA" means the Financial Services Authority acting in its capacity as thecompetent authority for the purposes of Part VI of FSMA and in the exercise ofits functions in respect of the admission of securities to the Official Listotherwise than in accordance with Part VI of FSMA; "FSMA" means the Financial Services and Markets Act 2000; "Group" means the Company and its subsidiary undertakings; "Interim Dividend" means the interim dividend of 4.25 pence per ordinary sharepayable on 15 October 2007 to ordinary shareholders on the Cookson register ofmembers as at 28 September 2007; "JPMorgan Cazenove" means JPMorgan Cazenove Limited, a company incorporated andregistered under the laws of England and Wales and whose registered office is at20 Moorgate, London, EC2R 6DA; "JPMSL" means J.P. Morgan Securities Ltd., a company incorporated and registeredin England and Wales and whose registered office is at 125 London Wall, LondonEC2Y 5AJ; "Listing Rules" means the listing rules produced by the FSA under Part VI ofFSMA and forming part of the FSA's Handbook of rules and guidance, as amendedfrom time to time; "LSE" or "London Stock Exchange" means London Stock Exchange plc; "Managers" means Merrill Lynch and JPMorgan Cazenove; "Merrill Lynch" means Merrill Lynch International, a company incorporated andregistered under the laws of England and Wales whose registered office is atMerrill Lynch Financial Centre, 2 King Edward Street, London EC1A 1HQ; "Placees" means persons (including individuals, funds or others) on whose behalfa commitment to acquire Placing Shares has been given and Placee means any oneof them; "Placing" means the fully underwritten, non pre-emptive placing of the PlacingShares on the terms in this announcement; "Placing Agreement" means a placing agreement entered into by the Banks and theCompany in connection with the Placing; "Placing Price" means the price per ordinary share of the Company at which thePlacing Shares are to be placed with Placees; "Placing Shares" means the 18,583,519 new ordinary shares of 10 pence per sharein the capital of the Company to be placed according to the Placing; "Pricing Announcement" means an announcement on a Regulatory Information Servicefollowing the completion of the Bookbuilding containing the Placing Price; "Publicly Available Information" means the information contained in thisannouncement, the Rule 2.5 Announcement, the Pricing Announcement and anyinformation publicly announced to a Regulatory Information Service by or onbehalf of the Company on or prior to the date of this announcement; "Qualified Investors" means persons in member states of the EEA who are"qualified investors" within the meaning of Articles 2(1)(e) of the ProspectusDirective (Directive 2003/71/EC); "QIB" means qualified institutional buyer within the meaning of Rule 144A of theSecurities Act; "Regulations" means the Money Laundering Regulations 2003; "Regulation S" means Regulation S promulgated under the Securities Act; "Regulatory Information Service" means any of the regulatory informationservices included within the list maintained on the LSE's website; "Relevant Member State" means a member state which has implemented theProspectus Directive; "Rule 2.5 Announcement" means the separate announcement published jointly by theCompany and Foseco containing details of a recommended cash offer to be made byCookson for the entire issued and to be issued share capital of Foseco; "Securities Act" means the US Securities Act of 1933, as amended; "Underwriters" means Merrill Lynch and JPMSL; "United Kingdom" or "UK" means the United Kingdom of Great Britain and NorthernIreland; and "United States" or "US" means the United States of America, its territories andpossessions, any State of the United States and the District of Columbia. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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