Result of EGM

RNS Number:8504P
Cookson Group PLC
11 March 2008

11 March 2008

COOKSON GROUP PLC

RESULTS OF EXTRAORDINARY GENERAL MEETING

On 11 October 2007 the boards of Cookson Group plc ('Cookson') and Foseco plc ('
Foseco') announced that they had reached agreement on the terms of a recommended
cash offer by Cookson for Foseco (the 'Acquisition') to be implemented by means
of a scheme of arrangement under section 425 of the Companies Act 1985 (and
section 899 of the Companies Act 2006).

Cookson today announces that at its Extraordinary General Meeting held today,
the ordinary resolution to approve the Acquisition, as outlined in the circular
to shareholders dated 19 December 2007, was duly passed. The Acquisition is
expected to become effective on 4 April 2008.

Copies of the resolution 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 Colonnade
Canary Wharf
London
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 ordinary resolution was passed at the Extraordinary General Meeting 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 %
Resolution 157,003,815 99.97 47,927 0.02 351,641 0.17

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. Issued share capital as at 11 March 2008 is 212,582,043 Ordinary
Shares.

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 is not intended to and does not constitute or form any part of
an offer or invitation to sell or purchase or subscribe for any securities or a
solicitation of an offer to buy any securities or the solicitation of any vote
or approval in any jurisdiction pursuant to the Acquisition or otherwise.

The Acquisition relates to the shares of a UK company and is proposed to be
effected by means of a scheme of arrangement under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not subject
to the proxy solicitation or tender offer rules under the US Securities Exchange
Act of 1934, as amended. Accordingly, the scheme is subject to the disclosure
requirements, rules and practices applicable in the United Kingdom to schemes of
arrangement, which differ from the requirements of US proxy solicitation or
tender offer rules.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of "
relevant securities" of Foseco, all "dealings" in any "relevant securities" of
Foseco (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London Business Day following the date
of the relevant transaction. This requirement will continue until the date on
which the Acquisition becomes effective, lapses or is otherwise withdrawn or on
which the "offer period" otherwise ends. If two or more persons act together
pursuant to an agreement or understanding, whether formal or informal, to
acquire an "interest" in "relevant securities" of Foseco, they will be deemed to
be a single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" 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 the
London Business Day following the date of the relevant transaction. A disclosure
table, giving details of the companies in whose "relevant securities" "dealings"
should be disclosed, and the number of such securities in issue, can be found on
the Panel's website at www.thetakeoverpanel.org.uk. "Interests in securities"
arise, in summary, when a person has long economic exposure, whether conditional
or absolute, to changes in the price of securities. In particular, a person will
be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or derivative referenced
to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.

This information is provided by RNS
The company news service from the London Stock Exchange
END

REGJBMITMMJBBAP

Foseco (LSE:FOSE)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024