Last checked at 26 Nov 2012 15:15
26 November 2012
COOKSON GROUP PLC
Result of Court Meeting and General Meeting
Cookson Group plc ("Cookson") is pleased to announce that, at the Court Meeting and General Meeting of Cookson Shareholders held earlier today in connection with the proposed demerger of the Performance Materials division of Cookson and the related Scheme, all the resolutions proposed were duly passed.
At the Court Meeting, a majority in number of Scheme Shareholders, who voted (either in person or by proxy) and who together represented over 75% by value of the votes cast, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed. The voting on the resolution to approve the Scheme was taken on a poll and the results were as follows:
FOR | % OF TOTAL | AGAINST | % OF TOTAL | |
Number of votes |
215,134,518 |
99.97% |
55,224 |
0.03% |
Number of Scheme Shareholders voting |
593 |
93.39% |
42 |
6.61% |
In addition, at the General Meeting also held today, the resolutions to approve, inter alia, the Scheme, the Demerger, the Vesuvius Capital Reduction, the Alent Capital Reduction, and the establishment of the Vesuvius Share Plan and Alent Share Plan were also passed by the requisite majority. The full results are given below:
| RESOLUTION | FOR | AGAINST | TOTAL |
| |||
|
| No. of votes cast1 | % of votes cast | No. of votes cast | % of votes cast | No. of votes cast | % of Issued Share Capital2 | Votes withheld3 |
1 | Scheme Resolution | 217,927,229 | 99.98% | 38,790 | 0.02% | 217,966,019 | 78.28% | 1,183,925 |
2 |
Demerger and Reductions Resolution | 217,903,159 | 99.98% | 38,790 | 0.02% | 217,941,949 | 78.27% | 1,207,995 |
3 |
Delisting Resolution | 217,924,625 | 99.98% | 46,566 | 0.02% | 217,971,191 | 78.28% | 1,178,753 |
4 | Establishment of the Vesuvius Share Plan | 211,612,317 | 97.73% | 4,906,102 | 2.27% | 216,518,419 | 77.76% | 2,631,525 |
5 | Establishment of the Alent Share Plan | 211,612,317 | 97.73% | 4,906,102 | 2.27% | 216,518,419 | 77.76% | 2,631,525 |
Notes:
1. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.
2. The total number of shares in issue is 278,441,753.
3. A "vote withheld" is not a vote in law and is not counted in the calculation of the proportion of the votes "for" and "against" a resolution.
4. All percentages are shown to two decimal places.
This information will also shortly be available to view on the Company's website at: www.cooksongroup.co.uk.
Subject to satisfaction of the remaining conditions to the Scheme (including the sanction of the Scheme by the Court), the Scheme is expected to become effective on 14 December 2012. If the Scheme becomes effective, Vesuvius Shares are expected to be admitted to the Official List and to trading on the London Stock Exchange on Monday 17 December at 8.00 am. Following the Scheme Effective Time and prior to the Demerger Effective Time, Vesuvius plc will be the holding company of the entire Cookson Group, including the Performance Materials division.
Subject to satisfaction of the remaining conditions to the Demerger (including the confirmation of the Court of the Vesuvius Capital Reduction), the Demerger is expected to become effective before 8.00 a.m. on 19 December 2012. If the Demerger becomes effective, Alent Shares are expected to be admitted to the Official List and to trading on the London Stock Exchange on Wednesday 19 December 2012 at 8.00am, and Vesuvius plc and Alent plc will trade as separate entities from this time.
The expected timetable of principal events is:
14 December 2012 Last day of dealings in Cookson Shares
14 December 2012 Scheme Court Hearing to sanction the Scheme and to confirm the Cookson Capital Reduction
6.00 p.m. on 14 December 2012 Scheme Record Time
Around 9.00 p.m. on 14 December 2012 Scheme Effective Time: Vesuvius plc becomes the holding company of Cookson
8.00 a.m. on 17 December 2012 Cancellation of listing of Cookson Shares, Vesuvius Admission, crediting of Vesuvius Shares to CREST accounts and dealings in Vesuvius Shares commence on the London Stock Exchange
17 December 2012 Vesuvius Court Hearing to confirm the Vesuvius Capital Reduction
6.00 p.m. on 18 December 2012 Demerger Record Time
Before 8.00 a.m. on 19 December 2012 Demerger Effective Time
8.00 a.m. on 19 December 2012 Alent Admission, crediting of Alent Shares to CREST accounts and dealings in Alent Shares commence on the London Stock Exchange
By 28 December 2012 Despatch of share certificates for Vesuvius Shares
By 2 January 2013 Despatch of share certificates for Alent Shares
The above dates are indicative only and could change depending upon, amongst other things, the date upon which the Court sanctions the Scheme and confirms the Cookson Capital Reduction and the date upon which the Court confirms the Vesuvius Capital Reduction. If any of the expected dates change, Cookson will give adequate notice of the change by issuing an announcement through a Regulatory Information Service. All times are London times.
Unless stated otherwise, capitalised terms used in this announcement shall have the same meanings as given in the Circular sent to Cookson Shareholders dated 1 November 2012.
Copies of the resolutions passed at the Court Meeting and the General Meeting have been submitted to the FSA National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. Copies of these resolutions are also available from the Group Secretary, Cookson Group plc, 165 Fleet Street, London EC4A 2AE, England. In addition, copies of the Court resolution and resolutions 1 to 3 from the General Meeting will be filed with Companies House.
About Cookson
Cookson Group plc is a leading materials science group, providing advanced materials and enabling technologies to its customers world-wide, servicing the key end-markets of steel production, foundry castings and electronics.
Vesuvius is a global leader in metal flow engineering, developing, manufacturing and marketing mission-critical advanced ceramic consumable products and systems to demanding applications, primarily in the global steel and foundry industries. Vesuvius also supplies fabricated precious metals to the jewellery industry in Europe and has significant precious metals recycling operations.
Alent is a leading global supplier of advanced surface treatment plating chemicals and electronics assembly materials. The principal end-market is global electronics production which accounts for approximately three-quarters of net sales value with the automotive and industrial end-markets the balance.
Contacts
Cookson
Richard Malthouse, Company Secretary Tel: +44(0)20 7822 0000
MHP Communications
John Olsen Tel: +44 (0)20 3128 8100
This announcement is for information purposes only and does not constitute an offer to sell or the solicitation of an
offer to buy any securities or investment advice in any jurisdiction.
The securities to which this announcement relate have not been and are not required to be registered under the US
Securities Act of 1933. These securities have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of these securities or the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.