5th Dec 2006 12:25
Cookson Group PLC05 December 2006 5 December 2006 Cookson Group plc ("Cookson" or the "Company") Disposal by certain US-resident shareholders of their Cookson ordinary shares On 21 February 2006, Cookson filed a Form 15 with the US Securities and ExchangeCommission ("SEC") to terminate the SEC registration of its ordinary shares.SEC deregistration occurred 90 days after this date. Under the applicable SEC regulations, the number of Cookson's US-residentshareholders, whether held directly or through nominees, had to be less than 300in order for Cookson to qualify for deregistration. At an Extraordinary GeneralMeeting held on 12 January 2006, Cookson's shareholders approved amendments toCookson's Articles of Association that gave Cookson's Board the ability to limitthe number of US-resident shareholders. The amended Articles allow Cookson'sBoard to require US-resident shareholders, whether held directly or throughnominees, to sell their shares. Prior to filing for deregistration, Cookson'sBoard exercised these provisions in respect of a number of US-residentshareholders in order to decrease their total number to below 300. Under the presently applicable SEC regulations, the number of Cookson'sUS-resident shareholders must remain below 300 at each fiscal year-end to avoidre-commencement of SEC reporting and other applicable US obligations. On 21February 2006 Cookson announced that, pursuant to the amended Articles,Cookson's Board may, from time to time, continue to require US-residentshareholders (whether holding ordinary shares directly or through nominees) tosell their shares in order to be satisfied that their number is less than 300 ateach fiscal year-end. Cookson announces that its Board is now exercising theseprovisions again in respect of a number of US-resident shareholders for thispurpose. Subject to legal, fiduciary and regulatory requirements and costs, theBoard will take account of the relative size of the holdings of US-residentshareholders and apply these provisions first to those US-resident shareholderswith the smallest holdings of ordinary shares. On 23 December 2005, the SEC published a proposal that introduced new criteriato make it easier for non-US companies to deregister and remain deregisteredfrom the SEC. At this time the criteria continue to remain in proposal formonly and the SEC has announced that on 13 December 2006 it will hold an openmeeting to consider, among other things, recommendations regarding them. It isnot clear when and in what form the SEC will finalise any such criteria. Cooksonwill keep the position under review and in the meantime continues to comply withall existing regulations to ensure that it remains deregistered from the SEC. Enquiries: Cookson Group plc Tel: +44 (0)20 7822 0000Richard 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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