8th Nov 2007 09:02
Foseco PLC08 November 2007 Recommended cash offer by Cookson Group plc ("Cookson") for Foseco plc ("Foseco") Posting of the Scheme Document On 11 October 2007, the boards of Cookson and Foseco announced that they hadreached agreement on the terms of a recommended cash offer by Cookson for Foseco(the "Acquisition") to be implemented by means of a scheme of arrangement undersection 425 of the Companies Act 1985 (and section 899 of the Companies Act2006) (the "Scheme"). Foseco announces that it has today despatched to Foseco Shareholders (and, forinformation only, participants in the Foseco Long-Term Incentive Plan) acircular (the "Scheme Document") containing the terms of the Acquisition and theScheme and convening the Court Meeting and Extraordinary General Meetingnecessary to implement the Scheme. The Acquisition is conditional, inter alia, upon the receipt of all necessaryanti-trust clearances. Foseco and Cookson are working towards obtaining suchclearances by the end of March 2008 with the intent that the Scheme shouldbecome effective on 4 April 2008. If there are any delays to the anti-trustprocess that require any postponement or adjournment of the Meetings, Fosecowill make an appropriate announcement. FSA Document Viewing Facility Copies of the Scheme Document will shortly be submitted to the FinancialServices Authority (the "FSA") and will shortly be available for inspection atthe FSA Document Viewing Facility, which is situated at: The Financial Services Authority25 the North ColonnadeCanary WharfLondon E14 5HSTel: +44 (0)20 7066 1000 The Scheme Document will also be available on Foseco's website: www.foseco.com. Capitalised terms used, but not defined, in this announcement have the samemeaning as given to them in the Scheme Document. Enquiries: Gavin Anderson & Company Tel: +44 (0) 20 7554 1400Robert Speed / Deborah Walter Greenhill is acting exclusively for Foseco and for no-one else in connectionwith the Acquisition and will not be responsible to anyone other than Foseco forproviding the protections afforded to clients of Greenhill or for providingadvice in relation to the Acquisition or any other matters referred to in thisannouncement. 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 andregulatory requirements and the information disclosed may not be the same asthat which would have been disclosed if this announcement had been prepared inaccordance with 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 8 November 2007, 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vesuvius