2nd Oct 2007 11:46
Cookson Group PLC02 October 2007 2 October 2007 Cookson Group plc ("Cookson") confirms approach to Foseco plc ("Foseco") Cookson notes the announcement regarding a potential offer for Foseco. Cooksonconfirms that it has made a conditional indicative proposal to the board ofFoseco to acquire the entire issued and to be issued share capital of Foseco at295 pence per share in cash. In addition, Foseco shareholders would stillreceive the interim dividend of 1.73 pence per share declared on 13 September2007. On the basis of the discussions held to date, the board of Foseco hasagreed that Cookson can undertake certain limited due diligence. There can be no certainty that Cookson's indicative proposal will ultimatelyresult in any offer or transaction. A further announcement will be made ifappropriate. The distribution of this announcement into jurisdictions other than the UnitedKingdom may be restricted by law and therefore persons into whose possessionthis announcement comes should inform themselves about and observe suchrestrictions. Any failure to comply with the restrictions may constitute aviolation of the securities laws of any such jurisdiction. Dealing Disclosure Requirements Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if anyperson is, or becomes, "interested" (directly or indirectly) in 1% or more ofany class of "relevant securities" of Foseco, all "dealings" in any " relevantsecurities" of that company (including by means of an option in respect of, or aderivative referenced to, any such "relevant securities") must be publiclydisclosed by no later than 3.30 pm (London time) on the London business dayfollowing the date of the relevant transaction. This requirement will continueuntil the date on which the offer becomes, or is declared, unconditional as toacceptances, lapses or is otherwise withdrawn or on which the "offer period"otherwise ends. If two or more persons act together pursuant to an agreement orunderstanding, whether formal or informal, to acquire an "interest" in "relevantsecurities" of Foseco, they will be deemed to be a single person for thepurposes of Rule 8.3. Under the provisions of Rule 8.1 of the 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 Takeover Panel's website atwww.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 Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8 of the Code, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Vesuvius