21st Feb 2006 14:07
Cookson Group PLC21 February 2006 21 February 2006 Cookson Group plc Certification as to De-registration of Cookson Ordinary Shares from the US Securities and Exchange Commission On 17 October 2005, Cookson Group plc ("Cookson" or the "Company") confirmed itsintention to terminate registration of its ordinary shares with the USSecurities and Exchange Commission ("SEC"), due to the increasing cost ofmaintaining its registration in the US and complying with SEC reporting andother applicable US obligations. Cookson now announces that, on 21 February 2006, it filed a Form 15 with the SECto terminate the SEC registration of its ordinary shares. SEC de-registrationwill occur 90 days after 21 February 2006 or such shorter period as the SEC maydetermine. On filing of the form, Cookson's obligations to file certain formsand reports with the SEC, including Forms 20-F and 6-K, were suspended. Under currently applicable SEC regulations, after the de-registration takeseffect, the number of Cookson's US resident shareholders must remain below 300at each financial year-end to avoid re-commencement of SEC reporting and otherapplicable US obligations. Cookson's Articles of Association give the Company'sDirectors the ability to limit the number of Cookson's US resident shareholdersfor this purpose. Pursuant to the Articles of Association, Cookson's Board may,from time to time, require US resident shareholders, whether holding directly orthrough nominees, to sell their shares in order to be satisfied that theirnumber is less than 300 at each financial year end. On 23 December 2005, the SEC published a proposed rule that introduces newcriteria to make it easier for foreign private issuers such as Cookson tode-register from the SEC. Finalisation of this proposed rule is likely to takeseveral months and it is not possible to be certain what form any new criteriawill finally take. It is possible the new criteria will not require Cookson tomaintain the number of its US-resident shareholders at below 300 at eachfinancial year-end in order to avoid re-commencement of registrationobligations. The Company will keep the position under review. Enquiries:Cookson Group plc Tel: +44 (0)20 7061 6500Richard 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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