Vesuvius plc Prospectus

Notes:
(1) The financial information in respect of Vesuvius has been extracted, without material adjustment, from the
historical financial information for Vesuvius prepared in line with the Basis of Preparation set out in the
notes to the consolidated financial statements in Part IX: “Historical Financial Information” of this
document.
(2) Approximately £30 million of cash costs associated with the Demerger are expected to be incurred, of which
£18 million are to be borne by Vesuvius, with approximately £12 million to be borne by Alent. These totals
include professional fees associated with the Demerger and tax costs resulting from the Demerger, but
exclude debt-refinancing costs which are required by accounting standards to be capitalised; the latter being
approximately £2 million to be borne by Vesuvius and approximately £3 million to be borne by Alent.
(3) As described in paragraph 9 of Part XIII of this document, a one-off cash payment, currently estimated at
approximately £32 million, will be made into Cookson Group’s UK defined benefit plan (“the UK Plan”) at
Demerger (“mitigation payment”). This payment effectively represents accelerated funding into the UK
Plan as a consequence of an agreement by Cookson with the UK Plan Trustee whereby the UK Plan
liabilities of the Alent employers who participated in the UK Plan will be discharged in full on the
Demerger; the UK Plan remaining fully with Cookson (Vesuvius) following the Demerger.
(4) On Demerger, the net debt of Cookson Group immediately prior to the Demerger will be apportioned to
Vesuvius and Alent broadly in proportion to the contribution each has made to Cookson Group’s total
EBITDA for the 12 months prior to the date of the Demerger. The same principle has been followed in
arriving at the apportionment of net debt in the pro forma statement above. Vesuvius accounted for
approximately 68.2 per cent. of Cookson Group’s EBITDA for the 12 months to 30 June 2012. Applying
that percentage to each of Cookson Group’s net debt as at 30 June 2012 of £450.5 million, the estimated
demerger costs totalling £30 million and additional pension contributions of £32 million gives total pro
forma net debt for Vesuvius of £349.3 million – comprising £403.4 million of non-current interest bearing
borrowings, £18.0 million of current interest bearing borrowings less £72.1 million of cash and short term
deposits. To achieve this net debt position, an allocation of £233.6 million of non-current interest-bearing
borrowings to Alent is required.
(5) A pro forma statement of financial performance for Vesuvius has not been presented for the year ended
31 December 2011. The Directors believe that, had the Demerger occurred at the beginning of the last
financial year, the earnings of Vesuvius would have reduced as a result of costs associated with the
Demerger, compared to the earnings of Vesuvius set out in Part IX of this document. This statement should
be taken to mean that the earnings per share of Vesuvius will not necessarily match or increase the historical
reported profit of Vesuvius. The cumulative impact of the adjustments noted above would be to decrease
profit after tax for the period ended 30 June 2012. These statements are for the purposes of pro forma
information only, no forecast is intended or implied.
(6) No account has been taken of the trading results of Vesuvius since 30 June 2012.
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