11th Mar 2008 14:37
Cookson Group PLC11 March 2008 11 March 2008 COOKSON GROUP PLC RESULTS OF EXTRAORDINARY GENERAL MEETING On 11 October 2007 the boards of Cookson Group plc ('Cookson') and Foseco plc ('Foseco') announced that they had reached agreement on the terms of a recommendedcash offer by Cookson for Foseco (the 'Acquisition') to be implemented by meansof a scheme of arrangement under section 425 of the Companies Act 1985 (andsection 899 of the Companies Act 2006). Cookson today announces that at its Extraordinary General Meeting held today,the ordinary resolution to approve the Acquisition, as outlined in the circularto shareholders dated 19 December 2007, was duly passed. The Acquisition isexpected to become effective on 4 April 2008. Copies of the resolution have been submitted to the UK Listing Authority inaccordance with paragraph 9.6.2 of the Listing Rules and will shortly beavailable to the public for inspection at the UK Listing Authority's DocumentViewing Facility, which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondonE14 5HS The Document Viewing Facility is open from 9.00 a.m. to 5.30 p.m. on everyweekday except bank holidays. The ordinary resolution was passed at the Extraordinary General Meeting on ashow of hands. Details of the proxy votes received in advance of the meeting areas follows: For Against Withheld Number % Number % Number %Resolution 157,003,815 99.97 47,927 0.02 351,641 0.17 Notes 1. Any proxy appointments which gave discretion to the Chairman have beenincluded in the "for" total. 2. A "vote withheld" is not a vote in law and is not counted in thecalculation of the proportion of the votes "for" and "against" a resolution. 3. Issued share capital as at 11 March 2008 is 212,582,043 OrdinaryShares. Details of the proxy votes received will also shortly be available to view onthe Company's website at: www.cooksongroup.co.uk. Cookson Group plc165 Fleet StreetLondon EC4A 2AETel: +44 (0) 20 7822 0000Fax: +44 (0) 20 7822 0100 Web: www.cooksongroup.co.uk Disclaimer This announcement is not intended to and does not constitute or form any part ofan offer or invitation to sell or purchase or subscribe for any securities or asolicitation of an offer to buy any securities or the solicitation of any voteor approval in any jurisdiction pursuant to the Acquisition or otherwise. The Acquisition relates to the shares of a UK company and is proposed to beeffected by means of a scheme of arrangement under the laws of England andWales. A transaction effected by means of a scheme of arrangement is not subjectto the proxy solicitation or tender offer rules under the US Securities ExchangeAct of 1934, as amended. Accordingly, the scheme is subject to the disclosurerequirements, rules and practices applicable in the United Kingdom to schemes ofarrangement, which differ from the requirements of US proxy solicitation ortender offer rules. 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 Acquisition becomes effective, lapses or is otherwise withdrawn or onwhich 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 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 disclosuretable, giving details of the companies in whose "relevant securities" "dealings"should be disclosed, and the number of such securities in issue, can be found onthe Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities"arise, in summary, when a person has long economic exposure, whether conditionalor absolute, to changes in the price of securities. In particular, a person willbe treated as having an "interest" by virtue of the ownership or control ofsecurities, or by virtue of any option in respect of, or derivative referencedto, 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vesuvius