10th Mar 2008 13:27
Foseco PLC10 March 2008 RECOMMENDED ACQUISITION OF FOSECO PLC BY COOKSON GROUP PLC RECEIPT OF FOSECO SHAREHOLDER APPROVAL Foseco is pleased to announce the results of the Court Meeting and ExtraordinaryGeneral Meeting held earlier today to approve the Scheme of Arrangement by whichthe acquisition of Foseco by Cookson is proposed to be effected. At the Court Meeting, the required majority in number of those SchemeShareholders present and voting, either in person or by proxy, representing 75per cent. in value of the Scheme Shares voted by those Scheme Shareholders,voted in favour of the Scheme of Arrangement. Of those votes cast (either inperson or by proxy), 65,973,830 (representing 99.99 per cent. of the SchemeShares voted) were in favour, and 8,900 (representing 0.01 per cent. of theScheme Shares voted) were against. At the Extraordinary General Meeting, the resolution required to approve andeffect the Scheme of Arrangement and the associated Reduction of Capital waspassed as a special resolution. The Acquisition remains conditional upon the approval of Cookson's shareholdersat the extraordinary general meeting convened for this purpose to be held on 11March 2008. The Acquisition is expected to become effective on 4 April 2008. Copies of the resolutions passed at the Court Meeting and Extraordinary GeneralMeeting will shortly be submitted to the Financial Services Authority and willshortly be available for inspection at the FSA's Document Viewing Facility,which is situated at: The Financial Services Authority25 The North ColonnadeCanary WharfLondon E14 5HS Tel: +44 (0)20 7066 1000 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:
Vesuvius