12th Jan 2006 14:05
Cookson Group PLC12 January 2006 12 January 2006 Cookson Group plc Results of Extraordinary General Meeting Cookson Group plc ("Cookson" or the "Company") announces that the specialresolutions proposed to holders of the Company's ordinary shares of 10 penceeach ("shareholders"), and as detailed in the circular sent to shareholders on19 December 2005, were duly passed at today's Extraordinary General Meeting.The resolutions were: - to amend the Company's Articles of Association to facilitate termination of its registration with the US Securities and Exchange Commission ("SEC"); - to reduce the issued share capital of the Company by cancelling and extinguishing the deferred shares of 49 pence each; - to reduce the authorised share capital of the Company by cancelling and extinguishing six ordinary shares of 1 pence each; and - to cancel the share premium account of the Company. The amendment to the Articles of Association includes a provision conferringupon the Board the power to require ordinary shares which are held directly orindirectly by US resident shareholders to be sold in order to reduce the numberof such shareholders to below 300, as presently required by the SEC fortermination of registration. In order to avoid the costs of complying with SECregistration requirements in respect of the financial year ended 31 December2005, the Board intends to commence exercising these compulsory transferprovisions as soon as reasonably practicable. Subject to legal, fiduciary andregulatory requirements and costs, the Board will take account of the relativesize of the holdings of US resident shareholders and apply the power first tothose US resident shareholders with the smallest holdings of ordinary shares. Subject to approval by the High Court, cancellation of the deferred shares andthe other reductions of capital outlined above are expected to become effectiveon or around 15 February 2006 upon registration of the order of the High Courtwith the Registrar of Companies. Copies of the resolutions passed at the Extraordinary General Meeting willshortly be available for inspection at the UK Listing Authority's DocumentViewing Facility, which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Tel: +44 (0)20 7066 1000 Enquiries:Cookson Group plc Tel: +44 (0)20 7061 6500 Richard Malthouse, Group Secretary www.cooksongroup.co.uk This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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