Vesuvius plc Prospectus

6.2 Save as disclosed in this paragraph 6, Vesuvius plc is not aware of any person who, as at 30 October
2012 (being the latest practicable date prior to the publication of this document), directly or
indirectly, has a holding which exceeds the threshold of 3 per cent. or more of the total voting rights
attaching to the issued share capital of Cookson.
6.3 Vesuvius plc is not aware of any persons who, as at 30 October 2012 (being the latest practicable
date prior to the publication of this document), directly or indirectly, jointly or severally, will
exercise or could exercise control over Vesuvius plc nor is it aware of any arrangements the
operation of which may at a subsequent date result in a change in control of Vesuvius plc.
6.4 None of the shareholders referred to in this paragraph 6 has or will have different voting rights from
any other holder of Shares in Vesuvius plc in respect of any Shares held by them.
7 Employees
7.1 The average number of employees of Vesuvius for the three financial years ended 31 December
2011, 31 December 2010 and 31 December 2009 is set out below:
Divisions
Year to
31 December 2011
Year to
31 December 2010
Year to
31 December 2009
Engineered Ceramics .................... 12,018 11,124 10,555
Precious Metals Processing ............... 1,487 1,582 1,565
Corporate ............................. 41 43 45
Total number of employees .............. 13,546 12,749 12,165
7.2 As at 30 September 2012 (being the latest practicable date prior to the publication of this document),
approximately 12,565 people were employed in Vesuvius.
8 Dividend policy
Vesuvius expects to be strongly cash generative and is a well invested business. The Board recognises the
importance of cash distributions and intends to deliver attractive returns to shareholders, including long
term dividend growth. All decisions will take into account the Group’s underlying earnings, cash flows,
capital investment plans and the prevailing market outlook. The first dividend under this new policy is
expected to be declared at the interim results for the half year ending 30 June 2013.
9 Pensions
Cookson Group operates defined benefit and defined contribution pension schemes for its current and
former UK and overseas Vesuvius employees. As at 30 June 2012, a net funding deficit of £81.4 million
(calculated on an IAS 19 basis) was recognised in respect of employee benefit pension arrangements
worldwide. Details of the principal post-retirement benefit arrangements of Cookson Group comprising
this net deficit are provided below.
9.1 United Kingdom
9.1.1 Cookson Group Pension Plan
In the United Kingdom, Cookson is the principal employer of the Cookson Group Pension
Plan (the “UK Plan”), a multi-employer pension scheme that provides defined benefits for
certain current and former Cookson employees. The UK Plan has been closed to the future
accrual of new benefit since 31 July 2010.
The assets of the UK Plan are held by a trustee board, Cookson Pension Plans Trustees
Limited, separately from the Cookson Group. The Trustee has power, having considered the
advice of the UK Plan actuary, to determine the contributions that Cookson Group is
required to make to the UK Plan. The contributions payable by Cookson Group are based on
the triennial actuarial valuation of the UK Plan, which is next due as at 31 December 2012.
At the last triennial valuation of the UK Plan as at 31 December 2009, the market value of
the UK Plan’s assets was £401.9 million and this represented a funding level of 88 per cent.
of the accrued plan benefits at the time of £456.4 million on the scheme specific funding
basis. Calculated on a buy-out basis (the cost of securing all benefits with an insurer), the
liabilities at that date were £589.0 million representing a funding level of 68 per cent.
Cookson Group and the Trustee agreed a schedule of contributions under which Cookson
Group is making deficit contributions of £7.0 million until February 2016.
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