Vesuvius plc Prospectus

Notice to investors
Enforceability of US judgments
Vesuvius plc is a public limited company incorporated under the laws of England and Wales. The majority of the
Directors and officers reside outside the United States. In addition, substantially all of Vesuvius plc’s assets and
the majority of the assets of its Directors and officers are located outside of the United States. As a result, it may
not be possible for US investors to effect service of process within the United States upon Vesuvius plc or its
Directors and officers located outside the United States or to enforce in the US courts or outside the United States
judgments obtained against them in US courts or in courts outside the United States, including judgments
predicated upon the civil liability provisions of the US federal securities laws or the securities laws of any state
or territory within the United States. There is also doubt as to the enforceability in England and Wales, whether
by original actions or by seeking to enforce judgments of US courts, of claims based on the federal securities
laws of the United States. In addition, punitive damages in actions brought in the United States or elsewhere may
be unenforceable in England and Wales.
Overseas Shareholders
United States
The Vesuvius Shares to be issued in connection with the Scheme are expected to be issued in reliance upon the
exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) and, as a
consequence, have not been, and will not be, registered under the Securities Act or the securities laws of any state
or other jurisdiction of the United States.
The Vesuvius Shares generally should not be treated as “restricted securities” within the meaning of
Rule 144(a)(3) under the Securities Act and persons who receive securities in the Scheme and the Demerger
(other than “affiliates” as described in the paragraph below) may resell them without restriction under the
Securities Act.
Under the US securities laws, persons who are deemed to be affiliates of Cookson, Alent plc or Vesuvius plc as
of the Scheme Effective Time may not resell the Vesuvius Shares received pursuant to the Scheme without
registration under the Securities Act, except pursuant to an applicable exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act. Whether a person is an affiliate of a company for
such purposes depends upon the circumstances, but affiliates of a company can include certain officers and
directors and significant shareholders. Cookson Shareholders who believe they may be affiliates for the purposes
of the Securities Act should consult their own legal advisers prior to any resale of Vesuvius Shares received
pursuant to the Scheme.
Other jurisdictions
The implications of the Proposals for Overseas Shareholders may be affected by the laws of jurisdictions outside
the United Kingdom. Overseas Shareholders should inform themselves about, and observe, any applicable legal
requirements. It is the responsibility of any Overseas Shareholders to satisfy themselves as to the full observance
of the laws and regulatory requirements of the relevant jurisdiction in connection therewith, including the
obtaining of any governmental, exchange control or other consents which may be required, the compliance with
other necessary formalities and the payment of any issue, transfer or other taxes or duties or payments due in
such jurisdiction. Any failure to comply with such restrictions or requirements may constitute a violation of the
securities laws of any such jurisdiction.
This document has been prepared for the purposes of complying with English law and the rules of the UKLA and
the information disclosed may not be the same as that which would have been disclosed if this document had
been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
If, in respect of any Overseas Shareholder, Vesuvius plc is advised that the allotment and/or issue of Vesuvius
Shares would or may infringe the laws of any jurisdiction outside the United Kingdom, or would or may require
Vesuvius plc to comply with any governmental or other consent or any registration, filing or other formality with
which Vesuvius plc is unable to comply or compliance with which Vesuvius plc regards as unduly onerous, the
Scheme provides that Vesuvius plc may, in its sole discretion, either:
(a) determine that such Vesuvius Shares shall be sold, in which event the Vesuvius Shares shall be issued to
such holder and Vesuvius plc shall appoint a person who shall be authorised on behalf of such Overseas
Shareholder to procure that any shares in respect of which Vesuvius plc has made such determination shall,
as soon as practicable following the Scheme Effective Time, be sold; or
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