Vesuvius plc Prospectus

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Scheme Resolution the special resolution numbered (1) to be proposed at the General Meeting, as set out in the notice of General Meeting in Part XVI of the Cookson Circular SDRT stamp duty reserve tax Securities Act the United States Securities Act of 1933 Separation Agreements together, the Demerger Agreement, the Tax Sharing and Indemnification Agreement and the Transitional Service Agreement Shares Cookson Shares, Alent Shares or Vesuvius Shares, as the context may require Share Plans Resolutions the ordinary resolutions numbered 4 and 5 (inclusive) to be proposed at the General Meeting, as set out in the notice of General Meeting in Part XVI of the Cookson Circular Sponsor Rothschild Steel business the steel business of Vesuvius, further details of which are set out in Part VII of this document Steel and Foundry business the steel and foundry business of Vesuvius, further details of which are set out in Part VII of this document Tax Sharing and Indemnification Agreement the tax sharing and indemnification agreement to be entered into by Cookson, Alent plc and Vesuvius plc, a summary of the principal terms of which is set out in paragraph 13.6 of Part XIII of this document Transitional Services Agreement the transitional services agreement to be entered into by Alent plc and Vesuvius plc, a summary of the principal terms of which is set out in paragraph 13.7 of Part XIII of this document TSR total shareholder return UK or United Kingdom the United Kingdom of Great Britain and Northern Ireland UK Listing Authority or UKLA the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the FSMA UK Plan the defined benefit pension plan of the Cookson Group uncertificated or in uncertificated form in respect of a share or other security, where that share or other security is recorded on the relevant register of the share or security concerned as being held in uncertificated form in CREST and title to which may be transferred by means of CREST Uncertificated Regulations means the Uncertificated Securities Regulations 2001, as amended and for the time being in force US or United States the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia US Private Placement loan notes or Notes the loan notes issued by Cookson on 16 December 2010 in an aggregate principal amount of U.S. $250,000,000, as further described in paragraph 13.1 of Part XIII VAT Value-added tax as provided under the Value Added Tax Act 1994 Vesuvius (i) if used to refer to a time before the Scheme Effective Time or if the Scheme does not become effective, Vesuvius plc and Cookson and their respective subsidiaries and subsidiary undertakings from time to time; and (ii) if used to refer to a time after the Scheme Effective Time Vesuvius plc and its subsidiaries and subsidiary undertakings (including Cookson) from time to time 216
Vesuvius Articles the articles of association of Vesuvius plc from time to time Vesuvius Board or Vesuvius Directors the board of directors of Vesuvius plc and “Vesuvius Director” means any member of the Vesuvius Board Vesuvius Business the business of Vesuvius, comprising the Engineered Ceramics and Precious Metals Processing divisions Vesuvius Capital Reduction the proposed reduction of the share capital of Vesuvius plc under section 641 of the Companies Act to be undertaken shortly after the Scheme Effective Time in connection with the Demerger Vesuvius Court Hearing the hearing by the Court of the claim form to confirm the Vesuvius Capital Reduction Vesuvius Deferred Share the deferred share of £1 in the capital of Vesuvius plc, formerly the Vesuvius Subscriber Share Vesuvius plc or the Company Vesuvius plc, a company incorporated under the laws of England and Wales with registered number 8217766 and whose registered office is at 165 Fleet Street, London EC4A 2AE Vesuvius Redeemable Preference Shares the 50,000 redeemable preference shares of £1.00 each in the capital of Vesuvius plc Vesuvius Remuneration Committee the remuneration committee of the Board Vesuvius Shareholders holders of Vesuvius Shares Vesuvius Shares ordinary shares in the capital of Vesuvius plc with a nominal value: (i) prior to the Vesuvius Capital Reduction becoming effective, equal to the final middle market quotation (as derived from the daily official list of the London Stock Exchange) of a Cookson Share on the date of the Scheme Effective Time (or such other nominal value as the Cookson Board may determine); and (ii) subsequent to the Vesuvius Capital Reduction becoming Vesuvius Subscriber Share effective 10 pence the initial ordinary share of £1.00 in the capital of Vesuvius plc Voting Record Time 6.00 p.m. (London time) on 24 November 2012 or, if the Court Meeting or General Meeting is adjourned, 6.00 p.m. on the day which is two days before the date of such adjourned meeting All references to legislation in this document are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender. For the purpose of this document, “subsidiary”, “subsidiary undertaking”, “undertaking” and “associated undertaking” have the meanings given by the Companies Act. 217
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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
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mid-market closing price of Cookson
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Declaration For the purposes of Pro
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Notes: (1) The financial informatio
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Our work has not been carried out i
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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 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: Pension Insurance Corporation Pensi
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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