Last checked at 17 Feb 2009 14:33
17 February 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA
This announcement shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale or purchase of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The availability of the Rights Issue to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about and observe any applicable requirements.
COOKSON GROUP PLC
RESULTS OF EXTRAORDINARY GENERAL MEETING (EGM)
Further to the announcement of a fully underwritten rights issue, Cookson today announces that at its EGM held today, each of the resolutions, as outlined in the circular to Shareholders dated 29 January 2009, were duly passed.
Copies of the resolutions have been submitted to the UK Listing Authority in accordance with paragraph 9.6.2 of the Listing Rules and will shortly be available to the public for inspection at the UK Listing Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority 25 The North ColonnadeCanary WharfLondon E14 5HS
The Document Viewing Facility is open from 9.00 a.m. to 5.30 p.m. on every weekday except bank holidays.
The resolutions were passed at the EGM on a show of hands. Details of the proxy votes received in advance of the meeting are as follows:
|
| For | Against | Withheld | |||
|
| Number | % | Number | % | Number | % |
| First Fundraising Ordinary Resolution | 129,881,348 | 99.95 | 70,994 | 0.03 | 6,002 | 0.00 |
| Second Fundraising Ordinary Resolution | 128,853,215 | 99.28 | 937,468 | 0.44 | 167,661 | 0.08 |
| LTIP Ordinary Resolution | 118,236,770 | 93.18 | 8,651,763 | 4.07 | 3,069,811 | 1.44 |
| Timetable Acceleration Special Resolution | 128,825,432 | 99.26 | 961,279 | 0.45 | 171,633 | 0.08 |
Notes
1. Any proxy appointments which gave discretion to the Chairman have been included in the "for" total.
2. 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. 3. The issued share capital as at 17 February 2009 is 212,607,762 Ordinary Shares. 4. All percentages are shown to two decimal places.
Details of the proxy votes received will also shortly be available to view on the Company's website at: www.cooksongroup.co.uk.
Cookson Group plc
165 Fleet Street
London EC4A 2AE
Tel: +44 (0) 20 7822 0000
Fax: +44 (0) 20 7822 0100
Web: www.cooksongroup.co.uk
Disclaimer
This announcement shall not constitute an offer to buy, sell, issue, or subscribe for, or the solicitation of an offer to buy, sell or issue, or subscribe for any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The distribution or transmission of this announcement and offering of the New Shares pursuant to the Rights Issue to persons located or resident in, or who are citizens of, or who have a registered address other than, the United Kingdom may be affected by the laws of the relevant jurisdictions. It is the responsibility of any such person (including, without limitation, nominees and trustees) wishing to apply for New Shares under the Rights Issue to satisfy himself or herself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory. Any failure to comply with such laws may constitute a violation of the securities laws of any such jurisdiction.
The Rights Issue will not be made, directly or indirectly, in Australia, Canada, Japan, the United States or South Africa (the 'Restricted Jurisdictions') unless by means of lawful prior registration or qualification under the applicable laws of the Restricted Jurisdiction, or under an exemption from such requirements. Accordingly, copies of this announcement, including the appendices, are not being, and must not be, mailed or otherwise distributed or sent in, into or from any Restricted Jurisdiction into which the same would be unlawful. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not distribute, mail or send it in, into or from any Restricted Jurisdiction, and so doing may render any purported acceptance of the Rights Issue invalid.
These materials are not for distribution, directly or indirectly, in or into the United States (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, Japan or South Africa. These materials do not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States. The New Shares have not been, and will not be, registered under the US Securities Act 1933 (the "Securities Act").
The securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.
The New Shares to be issued pursuant to the Rights Issue have not been, and will not be, admitted to trading on any stock exchange other than the London Stock Exchange.
Neither the content of Cookson's website nor any website accessible by hyperlinks on Cookson's website is incorporated in, or forms part of, this announcement.