Vesuvius plc Prospectus

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Vesuvius Director Current directorships/partnerships Former directorships/partnerships François Wanecq ..... Cookson Group plc None Chris O’Shea ........ BGAsia Pacific Holdings Pte. Limited BG Asia Pacific Pte. Limited BG Delta Limited BG Egypt SA BG Exploration And Production Nigeria Limited BG Gas Services Limited BG Great Britain Limited BG Hasdrubal Limited BG International (CNS) Limited BG International (NSW) Limited BG Iran Limited BG Karachaganak Limited BG Karachaganak Trading Limited BG Norge AS BG Norge Limited BG North Sea Holdings Limited BG Oklng Limited BG Rosetta Limited BG South East Asia Limited BG Tanzania Holdings Limited BG Tanzania Limited BG Thailand Limited BG Tunisia Limited BG Tunisia LPG S.A. BG Tunisian Onshore 29 Limited BG Tunisian Onshore 33 Limited BG Upstream A Nigeria Limited Tunisian Processing S.A. Christer Gardell ...... Cookson Group plc Metso Corporation Cevian Capital Ltd Cevian Capital AB Gardell Holding AB Ledrag Holding AB Plimsoll Ltd CGHG Holding Ltd Jeff Hewitt .......... Cenkos Securities plc Cookson Group plc Electrocomponents Pension Trustees Ltd Foreign & Colonial Investment Trust plc Sweett Group plc Jan Oosterveld ....... Alent plc Barco NV (Corporate Director) Candover Investments plc Cookson Group plc John Sussens ........ Admiral Group plc Cookson Group plc 178 AB Lindex Tieto Corporation Cevian Capital (Malta) Ltd Plasmon plc Regenersis plc Rewley Park Management Company Ltd TDG plc Technetix Group Ltd Whatman plc Zincox Resources plc Atos Origin S.A. Continental A.G. Crucell N.V. Anglo & Overseas plc Anglo & Overseas Trust plc Phoenix IT Group plc
PART XIII ADDITIONAL INFORMATION 1 Vesuvius plc 1.1 Vesuvius plc was incorporated with the name Vesuvius Technologies plc on 17 September 2012 and registered in England and Wales with registered number 8217766 as a public company limited by shares. The Company’s name was changed to Vesuvius plc on 18 October 2012. 1.2 The principal legislation under which Vesuvius plc operates and under which the Vesuvius Shares have been created is the Companies Act and regulations made thereunder. 1.3 Vesuvius plc is domiciled in England and Wales. The address of its registered and head office is 165 Fleet Street, London EC4A 2AE and its telephone number is +44 (0)20 7822 0000. 1.4 Vesuvius plc has not traded since its incorporation. 1.5 KPMG LLP, whose address is 15 Canada Square, Canary Wharf, London E14 5GL, is the auditor of Vesuvius plc, and has been the only auditor of Vesuvius plc since its incorporation and is a member firm of the Institute of Chartered Accountants in England and Wales. 2 Share capital 2.1 On incorporation, Vesuvius plc’s share capital consisted of one ordinary share with a par value of £1.00 (the “Vesuvius Subscriber Share”) which was issued, fully paid, to the Initial Vesuvius Shareholder. 2.2 On 18 September 2012, 50,000 redeemable non-voting preference shares of £1.00 each (the “Vesuvius Redeemable Preference Shares”) were issued to the Initial Vesuvius Shareholder at par value credited as fully paid to enable Vesuvius plc to obtain a trading certificate pursuant to section 761 of the Companies Act. 2.3 Authorities At a general meeting of Vesuvius plc held on 31 October 2012, the Initial Vesuvius Shareholder resolved, inter alia, that: (i) Vesuvius plc be authorised to appear by counsel at all necessary Court hearings and to undertake to the Court to be bound by the Scheme and the Vesuvius Directors be authorised to execute and do or procure to be executed and done all such documents, acts and things as may be necessary or desirable to be executed or done by it for the purpose of giving effect to the Scheme; (ii) new Vesuvius Articles (as described in paragraph 3 of this Part XIII) be approved and adopted; (iii) with effect from the Scheme Effective Time, the Vesuvius Subscriber Share be converted into and redesignated as a deferred share of £1.00 (the “Vesuvius Deferred Share”) having the rights and being subject to the conditions set out in the Vesuvius Articles as adopted pursuant to resolution (ii) above; (iv) subject to and conditional upon the Scheme becoming effective, the share capital of Vesuvius plc be reduced by: (a) cancelling and extinguishing paid-up capital on each of the Vesuvius Shares in issue immediately prior to the confirmation by the Court of the Vesuvius Capital Reduction to the extent that the amount paid up on each such Vesuvius Share immediately following such cancellation shall be 10 pence; and (b) reducing the nominal value of each of the Vesuvius Shares to 10 pence; and in respect of the paid-up capital cancelled pursuant to paragraph (a) above: (A) part thereof be repaid, which repayment shall be satisfied by the transfer by Vesuvius plc to Alent plc of the entire issued share capital of Alent Investments Limited, in consideration of the allotment and issue by Alent plc of one Alent Share credited as fully paid for each Vesuvius Share held by the Vesuvius Shareholders at the Demerger Record Time; and 179
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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
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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 and 176: 7.3 Board committees The principal
Page 177: Vesuvius Director Current directors
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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