Vesuvius plc Prospectus

CREST
Paperless transfers of Vesuvius Shares within the CREST system are generally liable to SDRT,
rather than stamp duty, at the rate of 0.5 per cent. of the amount or value of the consideration
payable. CREST is obliged to collect SDRT on relevant transactions settled within the CREST
system. Deposits of shares into CREST will not generally be subject to SDRT or stamp duty, unless
the transfer into CREST is itself for consideration.
Depositary receipt systems and clearance services
Following the ECJ decision in C-569/07 HSBC Holdings Plc, Vidacos Nominees Limited v The
Commissioners of Her Majesty’s Revenue & Customs and the First-tier Tax Tribunal decision in
HSBC Holdings Plc and The Bank of New York Mellon Corporation v The Commissioners of Her
Majesty’s Revenue & Customs HMRC has confirmed that 1.5 per cent. SDRT is no longer payable
when new shares are issued to a clearance service or depositary receipt system.
Where Vesuvius Shares are transferred (a) to, or to a nominee or an agent for, a person whose
business is or includes the provision of clearance services or (b) to, or to a nominee or an agent for, a
person whose business is or includes issuing depositary receipts, stamp duty or SDRT will generally
be payable at the higher rate of 1.5 per cent. of the amount or value of the consideration given or, in
certain circumstances, the value of the shares.
There is an exception from the 1.5 per cent. charge on the transfer to, or to a nominee or agent for, a
clearance service where the clearance service has made and maintained an election under section
97A(1) of the Finance Act 1986, which has been approved by HMRC. In these circumstances, SDRT
at the rate of 0.5 per cent. of the amount or value of the consideration payable for the transfer will
arise on any transfer of Vesuvius Shares into such an account and on subsequent agreements to
transfer such Vesuvius Shares within such account.
Any liability for stamp duty or SDRT in respect of a transfer into a clearance service or depositary
receipt system, or in respect of a transfer within such a service, which does arise will strictly be
accountable by the clearance service or depositary receipt system operator or their nominee, as the
case may be, but will, in practice, be payable by the participants in the clearance service or
depositary receipt system.
2 US Federal Income Tax Considerations
To ensure compliance with requirements imposed by Treasury Department Circular 230, US
Holders are hereby informed that (a) any US federal tax advice contained herein (including any
attachments or enclosures) was not intended or written to be used, and cannot be used, for the
purpose of avoiding US federal tax penalties, (b) any such advice was written to support the
promotion or marketing of the transactions or matters addressed herein and (c) holders should seek
advice based on their particular circumstances from an independent tax adviser.
The following is a summary of certain material US federal income tax consequences to US Holders (as
defined below) of the ownership and disposition of Vesuvius Shares. This summary does not cover all
aspects of US federal income taxation that may be relevant to the ownership or disposition of Vesuvius
Shares and does not address the effects of any state, local, US non-income, or foreign tax laws. In
particular, this summary does not address all of the tax considerations that may be applicable to investors
subject to special treatment under US federal income tax laws (such as financial institutions, insurance
companies, holders subject to the alternative minimum tax or the wash sale rules, investors that own or will
own (directly or constructively) 5 per cent. or more of the stock of Vesuvius plc, pass-through entities or
holders of interests in such entities, individual retirement accounts and other tax-deferred accounts,
tax-exempt organisations, dealers in securities or currencies, traders that elect to mark to market, holders
who acquired their Vesuvius Shares upon the exercise of employee stock options or otherwise as
compensation, holders whose functional currency is not the US dollar, or holders that will hold their
Vesuvius Shares, as part of straddles, hedging transactions, or conversion transactions for US federal
income tax purposes). This summary assumes that US Holders will hold the Vesuvius Shares, as capital
assets within the meaning of section 1221 of the IRS Code.
As used herein, the term “US Holder” means a beneficial owner of Vesuvius Shares that is, for US federal
income tax purposes: (i) a citizen or individual resident of the United States; (ii) a corporation created or
organised in or under the laws of the United States or any state thereof; (iii) an estate the income of which
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