Vesuvius plc Prospectus

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The Cookson Facility Agreement terminates on 13 April 2016 and includes customary events upon which lenders may request mandatory prepayment of amounts due under the Cookson Facility Agreement. The Cookson Facility Agreement contains a number of repeating representations and financial covenants, including financial ratios that Cookson must ensure are complied with on every semiannual test date. In particular, but without limitation: (i) the ratio of EBITDA to consolidated net interest (both on a last-12-months basis) shall be equal to or no less than 4.0:1.0; and (ii) the ratio of consolidated net borrowings to proforma EBITDA for the last 12 months shall be no greater than 3.0:1.0. The Cookson Facility Agreement includes other customary covenants such as provision of financial statements and compliance certificates, notification of default, compliance with laws, authorisations and maintenance of insurance. There are also restrictions on the ability of members of the Cookson Group to create security, make disposals and acquisitions, enter into mergers or other corporate reconstructions, change business and incur financial indebtedness, subject to customary carve-outs. There are also specific carve-outs from the restrictions and covenants allowing for the Demerger prior to 16 May 2014. A breach (in excess of materiality thresholds and subject to grace periods) of the terms of the Cookson Facility Agreement and the connected documents by a member of the Cookson Group, failure by a borrower under the Cookson Facility to make any payment due on time, insolvency events in respect of any borrower or guarantor or a Material Subsidiary (as defined in the Cookson Facility Agreement), cross-default to other debt, a borrower or guarantor ceasing to be the subsidiary of Cookson and various other customary events will constitute events of default under the Cookson Facility Agreement. The result of such an event of default is that the Agent may cancel the commitments of the lenders under the Cookson Facility and declare all loans and other amounts outstanding immediately due and payable or payable on demand. 13.5 Demerger Agreement A summary of the terms of the Demerger Agreement is incorporated into this document by reference to Section A of Part IV of the Cookson Circular and the related definitions contained in Part XIII of the Cookson Circular. 13.6 Tax Sharing and Indemnification Agreement A summary of the terms of the Tax Sharing and Indemnification Agreement is incorporated into this document by reference to Section B of Part IV of the Cookson Circular and the related definitions contained in Part XIII of the Cookson Circular. 13.7 Transitional Services Agreement A summary of the terms of the Transitional Services Agreement is incorporated into this document by reference to Section C of Part IV of the Cookson Circular and the related definitions contained in Part XIII of the Cookson Circular. 13.8 Alent Material Contracts Information on Alent’s material contracts is incorporated into this document, by reference to paragraph 13 of Part XIII: “Additional Information” of the Alent Prospectus and the related definitions contained in Part XV: “Definitions” thereof. 206
14 Significant subsidiaries and joint ventures Following the Scheme becoming effective, Vesuvius plc will directly own 100 per cent. of the issued share capital of Cookson and on completion of the Demerger Vesuvius plc will be the holding company of the Cookson Group. The following table shows the list of entities which will be the principal subsidiaries and joint ventures held by Vesuvius plc or by one of its subsidiaries immediately following the Demerger Effective Time. Unless otherwise stated, each subsidiary is wholly owned and the percentage voting rights held for each entity is the same as the percentage of shares held. Name Percentage ownership interest and voting power Field of activity Country of incorporation Angang Vesuvius Refractory Company Ltd ...... 50 Trading company China Cookson America, Inc. ...................... 100 Holding Company USA Cookson Australia Pty Ltd. ................... 100 Holding Company Australia Cookson Ceramics Ltd. ...................... 100 Holding Company England and Wales Cookson Investments, Inc. .................... 100 Holding Company USA Cookson Investments Ltd. .................... 100 Holding Company England and Wales Cookson Overseas Ltd. ...................... 100 Holding Company England and Wales Cookson Precious Metals Ltd. ................. 100 Precious Metals Trading Company England and Wales Foseco International Ltd. ..................... 100 Engineered Ceramics Trading Company England and Wales Foseco (Jersey) Ltd. ......................... 100 Holding Company Jersey Foseco Ltd. ................................ 100 Holding Company England and Wales Vesuvius Advanced Ceramics (Suzhou) Co. Ltd . . 100 Engineered Ceramics Trading Company China Vesuvius Corporation SA .................... 100 Engineered Ceramics Trading Company Switzerland Vesuvius Crucible Company .................. 100 Engineered Ceramics Trading Company USA Vesuvius GmbH ............................ 100 Engineered Ceramics Trading Company Germany Vesuvius USA Corporation ................... 100 Engineered Ceramics USA Trading Company Wilkes-Lucas Ltd ........................... 100 Holding Company England and Wales Wuhan Wugang-Vesuvius Advanced Ceramics Co. Ltd ...................................... 50 Trading Company China Wuhan Wugang-Vesuvius Advanced CCR Co. Ltd ...................................... 50 Trading Company China 15 Working capital statement In the opinion of Vesuvius plc, the working capital available to Vesuvius is sufficient for Vesuvius’ present requirements, that is, for at least the next 12 months following the date of this document. 16 Litigation Save as disclosed below, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which Vesuvius plc is aware) during the period covering at least the previous twelve months preceding the date of this document which may have, or have had in the recent past, a significant effect on Vesuvius plc, Vesuvius and/or Vesuvius’ financial position or profitability. 16.1 HMRC VAT investigation Cookson Precious Metals Ltd, a subsidiary of Cookson, was engaged in transactions involving the purchase of scrap platinum between August 2007 and October 2009. Cookson has been informed by HMRC that, in HMRC’s view, certain external third parties within the supply chain for those transactions deliberately failed to account to HMRC for VAT. Such fraud is commonly known as Missing Trader Intra-Community Fraud. As a consequence of any fraudulent actions of those third parties, HMRC may argue that the ability of Cookson to retain VAT recovered on the relevant 207
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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
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• to have available the necessary
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The tables below show the net unhed
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charged in the income statement and
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In July 2010 the UK government anno
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(b) Other principal actuarial valua
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25.4 Defined benefit obligation The
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Defined benefit pension plans Other
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26 Share-based payments In accordan
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28.2 Operating lease commitments FY
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31 Dividends FY 2009 FY 2010 FY 201
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The acquisition of Metallurgica was
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(2) The annual incentive bonuses aw
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Allocations outstanding as at 1 Jan
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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
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Page 163 and 164: Non-United Kingdom resident shareho
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Page 167 and 168: PART XII DIRECTORS, RESPONSIBLE PER
Page 169 and 170: 3 Directors’ interests 3.1 Direct
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Page 173 and 174: François Wanecq François Wanecq i
Page 175 and 176: 7.3 Board committees The principal
Page 177 and 178: Vesuvius Director Current directors
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: consigned precious metals is establ
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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