Vesuvius plc Prospectus

Foundry business the foundry business of Vesuvius, further details of which are set out
in Part VII of this document.
FSA the UK Financial Services Authority
FSMA the Financial Services and Markets Act 2000 (as amended)
FTSE Index Financial Times share index
General Meeting the general meeting of Cookson Shareholders to be held at Linklaters
LLP, One Silk Street, London EC2Y 8HQ at 10.15 a.m. on
26 November 2012 (or as soon thereafter as the Court Meeting shall
have concluded or been adjourned) for the purpose of the Scheme,
notice of which is set out in Part XVI of the Cookson Circular, and
any adjournment of such meeting
Group if used to refer to a time before the Scheme becomes effective,
Cookson and its subsidiaries and subsidiary undertakings from time to
time, and if used to refer to a time after the Scheme becomes
effective, Vesuvius plc and its subsidiaries and subsidiary
HMRC
undertakings (including Cookson) from time to time which, for the
avoidance of doubt, excludes Alent from the Demerger Effective
Time
HM Revenue and Customs
holder a registered holder of shares, including any person entitled by
transmission
IAS International Accounting Standards
IFRS the International Financial Reporting Standards, as adopted by the
European Union
Initial Vesuvius Shareholder the holder of (i) the Vesuvius Subscriber Share or Vesuvius Deferred
Share, as applicable, and (ii) the Vesuvius Redeemable Preference
Shares
IRS Code the US Internal Revenue Code of 1986, as amended from time to time
J.P. Morgan Cazenove J.P. Morgan Securities plc, incorporated in England and Wales with
registered number 02711006 and its registered office address at
25 Bank Street, Canary Wharf, London E14 5JP
LIBOR London inter-bank offered rate
Listing Rules the listing rules made by the FSA pursuant to section 73A of the
FSMA
London Stock Exchange London Stock Exchange plc
LTIP the Cookson Group Long-Term Incentive Plan 2004
member unless the context otherwise requires, a member of Cookson, Alent
plc or Vesuvius plc, as the case may be, at any relevant date
NAFTA North American Free Trade Agreement
Nominations Committee the nominations committee of the Board
Non-Executive Directors the non-executive directors of Vesuvius plc
Official List the official list of the UK Listing Authority
Overseas Shareholders shareholders who are citizens, residents or nationals of jurisdictions
outside the United Kingdom or whom Vesuvius plc reasonably
believe to be citizens, residents or nationals of jurisdictions outside
the United Kingdom.
PBGC the US Pension Benefit Guaranty Corporation, established under the
Employee Retirement Income Security Act (ERISA) of 1974, as
amended
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