Vesuvius plc Prospectus

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8 Directors’ confirmations None of the Vesuvius Directors has, at any time in the five years preceding the date of this document: (a) been convicted in relation to a fraudulent offence; (b) been associated with any bankruptcy, receivership or liquidation of any company while acting in the capacity of a member of the administrative, management or supervisory body or director or senior manager (who is relevant to establishing that the company has the appropriate expertise and experience for the management of the company’s business) of such company; (c) been subject to any official public incrimination and/or sanction by any statutory or regulatory authorities (including designated professional bodies); or (d) been disqualified by a court from acting as a director of a company or member of the administrative, management or supervisory bodies of any company or from acting in the management or conduct of the affairs of any company. 9 Conflicts of interest 9.1 Save as disclosed in this paragraph 9, none of the Vesuvius Directors has any actual or potential conflicts of interests between their duties to Vesuvius plc or Cookson and their private interests and/ or other duties they may have to third parties. 9.2 Christer Gardell is managing partner of Cevian Capital which held just over 20 per cent. of Cookson’s issued share capital on the date of his appointment to the Vesuvius Board and as at 30 October 2012 (being the latest practicable date prior to publication of this document). 9.3 Jan Oosterveld is a non-executive director of Alent plc. 9.4 Save as disclosed in this paragraph 9, no Vesuvius Director was selected to be a director of Vesuvius plc pursuant to any arrangement or understanding with any major customer, supplier or other person having a business connection with Vesuvius. 9.5 There are no restrictions agreed by any Vesuvius Director on the disposal within a certain period of time of his holding in Vesuvius plc’s securities. 9.6 None of the Vesuvius Directors has any family relationship with another Vesuvius Director. 10 Directorships and partnerships 10.1 Save as set out below, the Vesuvius Directors have not held any directorships of any company, other than subsidiary companies within the Cookson Group, or been a partner in a partnership at any time in the five years prior to the date of this document. Vesuvius Director Current directorships/partnerships Former directorships/partnerships John McDonough .... TheVitec Group plc Cornerstone Property Assets Ltd 176 Carillion plc Tomkins plc A.F.R. Ltd Black Country Consortium Ltd BSF Newco Ltd Capita IT Services Ltd Carillion (AM) Ltd Carillion (AMBS) Ltd Carillion AM Developments Ltd Carillion AM Government Ltd Carillion Asset Management Ltd Carillion Capital Projects Ltd Carillion Consulting UK Ltd Carillion Construction Ltd Carillion Contract Services Ltd Carillion Contract Services East Ltd Carillion Construction Overseas Ltd Carillion Developments 2006 Ltd Carillion Energy Services Ltd
Vesuvius Director Current directorships/partnerships Former directorships/partnerships 177 Carillion Energy Services Scotland Ltd Carillion Heating Services Ltd Carillion Holdings Ltd Carillion Home Services Ltd Carillion JM Ltd Carillion LGS Ltd Carillion Managed Services Ltd Carillion MENA Ltd Carillion Nuclear Services Ltd Carillion Private Finance (Defence) Ltd Carillion Private Finance (Health) Ltd Carillion Private Finance (Secure) Ltd Carillion Private Finance (Transport) Ltd Carillion Private Finance Ltd Carillion Project Investments Ltd Carillion Project Services Holdings Ltd Carillion Secretariat Ltd Carillion Services Ltd Carillion Services 2006 Ltd Carillion Swindon Ltd Carillion (Uganda) Ltd Carillion Utility Services Ltd Churchward plc Debind International (UK) Ltd Dudley Bower Group plc EAGA Clean Energy Ltd EAGA Energy Solutions Ltd EAGA Heating Ltd EAGA Partnership Ltd EAGA Renewables Ltd Eastbourne Harbour Company Ltd Energy Networks Ltd Enviros Consulting Ltd Enviros Group Ltd Enviros Ltd Enviros Management Services Ltd Everprime Ltd Horrocks Group plc Lodge Park Ltd Nationbrook Ltd Maple Oak Ltd Permarock Products Ltd Protocol Communications Management Ltd R.G. Francis Ltd Sovereign Consultancy Services Ltd Sovereign Harbour Waterfront Holdings Ltd The Carillion Construction Company (East Africa) Ltd TPS Consult Ltd Union Link Ltd U.K. Fastrack Ltd Warmsure Ltd 1st Insulation Partners Ltd
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Prospectus dated 1 November 2012 TH
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The Vesuvius Shares have not been a
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PART I SUMMARY Summaries are made u
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Element Disclosure requirement B.6
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Element Disclosure requirement SUMM
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Element Disclosure requirement Sect
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PART II RISK FACTORS In addition to
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provided by former owners of certai
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will remain with Vesuvius and all p
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things, taxes and transitional serv
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PART III IMPORTANT INFORMATION Pres
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(b) determine that such Vesuvius Sh
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(2) If either the Court Meeting or
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SPONSOR AND FINANCIAL ADVISER Roths
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PART VII INFORMATION ON VESUVIUS Yo
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80 70 60 50 40 30 20 10 0 Source WS
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Foundry division sales (£ per tonn
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extreme thermo-mechanical stresses
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facilities in, for example, Poland,
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customer base is evidenced by the f
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28 per cent. of Vesuvius’ revenue
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2.2.4 Funding of PMP inventory In l
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PART VIII OPERATING AND FINANCIAL R
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Vesuvius’ products are largely si
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Net sales value Net sales value is
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For the year ending 31 December 201
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continued into 2012 with demand for
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Following the Demerger, the UK Plan
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1.4 Results of operations FY 2009 F
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The Foundry business facility in Pi
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Vesuvius has a policy of broadly ma
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Headline profit before tax Headline
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in the historical financial informa
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Net profit on disposal of continuin
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3 Liquidity and capital resources T
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Acquisition of subsidiaries: a cash
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3.1.3 Comparison of the year ended
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3.3 Indebtedness HY 2011 (unaudited
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4.3 Liquidity risk Liquidity risk i
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stream of income exactly matching f
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PART IX HISTORICAL FINANCIAL INFORM
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Statement of comprehensive income H
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Balance sheet Notes HY 2011 HY 2012
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Notes to the condensed financial st
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6 Amortisation of intangible assets
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For the purposes of calculating dil
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15 Exchange rates Vesuvius reports
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SECTION B: AUDITED CONSOLIDATED FIN
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Statement of cash flows FY 2009 FY
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Changes in invested capital FY 2009
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2.2 Other principles applied In add
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• The estimates and underlying as
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(b) Deferred tax Vesuvius has recog
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5.2 Business segments For reporting
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5.4 Geographic analysis of external
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10 Finance costs and finance income
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FY 2009 FY 2010 FY 2011 (£m) Excep
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From 1 April 2012, the UK corporati
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15 Reconciliation of movement in ne
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Freehold property Leasehold propert
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FY 2009 FY 2010 FY 2011 (£m) Steel
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historical loss experience. Histori
Page 125 and 126: ate swaps designated as cash flow h
Page 127 and 128: • to have available the necessary
Page 129 and 130: The tables below show the net unhed
Page 131 and 132: charged in the income statement and
Page 133 and 134: In July 2010 the UK government anno
Page 135 and 136: (b) Other principal actuarial valua
Page 137 and 138: 25.4 Defined benefit obligation The
Page 139 and 140: Defined benefit pension plans Other
Page 141 and 142: 26 Share-based payments In accordan
Page 143 and 144: 28.2 Operating lease commitments FY
Page 145 and 146: 31 Dividends FY 2009 FY 2010 FY 201
Page 147 and 148: The acquisition of Metallurgica was
Page 149 and 150: (2) The annual incentive bonuses aw
Page 151 and 152: Allocations outstanding as at 1 Jan
Page 153 and 154: Nick Salmon Allocations outstanding
Page 155 and 156: mid-market closing price of Cookson
Page 157 and 158: Declaration For the purposes of Pro
Page 159 and 160: Notes: (1) The financial informatio
Page 161 and 162: Our work has not been carried out i
Page 163 and 164: Non-United Kingdom resident shareho
Page 165 and 166: is subject to US federal income tax
Page 167 and 168: PART XII DIRECTORS, RESPONSIBLE PER
Page 169 and 170: 3 Directors’ interests 3.1 Direct
Page 171 and 172: The overall intention is that this
Page 173 and 174: François Wanecq François Wanecq i
Page 175: 7.3 Board committees The principal
Page 179 and 180: PART XIII ADDITIONAL INFORMATION 1
Page 181 and 182: as if section 561(1) of the Compani
Page 183 and 184: 2.10 The Vesuvius Shares are in reg
Page 185 and 186: meeting of the holders of the share
Page 187 and 188: Vesuvius Directors may be appointed
Page 189 and 190: Any Director who holds any executiv
Page 191 and 192: 6.2 Save as disclosed in this parag
Page 193 and 194: 9.1.4 Cookson stakeholder scheme Th
Page 195 and 196: There are two types of award that t
Page 197 and 198: discretionary bonus under any discr
Page 199 and 200: Participants who, at the request of
Page 201 and 202: Restricted share awards These are s
Page 203 and 204: If a participant ceases employment
Page 205 and 206: consigned precious metals is establ
Page 207 and 208: 14 Significant subsidiaries and joi
Page 209 and 210: 18.5 Rothschild, whose address is N
Page 211 and 212: PART XV DEFINITIONS The following d
Page 213 and 214: Cookson Shares the ordinary shares
Page 215 and 216: Pension Insurance Corporation Pensi
Page 217 and 218: Vesuvius Articles the articles of a
Page 219 and 220: SOLAR CRUCIBLE a brand name for a l
Page 222: Printed by RR Donnelley 410488
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Vesuvius plc Prospectus

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