1st Apr 2008 16:05
Foseco PLC01 April 2008 RECOMMENDED ACQUISITION OF FOSECO PLC BY COOKSON GROUP PLC COURT SANCTION OF SCHEME OF ARRANGEMENT Foseco is pleased to announce that, following receipt of approval from Foseco'sshareholders on 10 March 2008 and Cookson's shareholders on 11 March 2008, theHigh Court has today sanctioned the Scheme of Arrangement by which theAcquisition is to be effected. The hearing seeking confirmation by the High Court of the Reduction of Capitalassociated with the Scheme is due to take place on 3 April 2008. As previously announced, the Scheme is expected to become effective on 4 April2008. Accordingly, it is expected that trading in Foseco Shares on the LondonStock Exchange's market for listed securities will be suspended with effect fromthe close of business on 3 April 2008 and that Foseco Shares will be de-listedat 8.00 a.m. on 4 April 2008. On the basis of this timetable, under the terms ofthe Scheme, Shareholders on the register of members of Foseco as at the SchemeRecord Time (being 6.00 p.m. on 3 April 2008) will receive 295 pence in cash foreach Foseco Share held. The latest date for despatch of cheques and crediting ofCREST accounts for the cash consideration due under the Scheme is expected to be18 April 2008. Terms defined in the circular to shareholders relating to the Acquisition dated8 November 2007 shall have the same meanings in this announcement. ENQUIRIES: Gavin Anderson & CompanyRobert Speed / Deborah Walter Tel: +44 (0) 20 7554 1400 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. 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. 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. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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