Vesuvius plc Prospectus

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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 22
(b) determine that such Vesuvius Shares shall not be issued to such Overseas Shareholder but shall instead be issued to a nominee for such holder appointed by Vesuvius plc on terms that the nominee shall, as soon as practicable following the Scheme Effective Time, sell the Vesuvius Shares so issued. Any such sale shall be carried out at the best price which can reasonably be obtained at the time of sale and the net proceeds of such sale (after the deduction of all expenses and commissions incurred in connection with such sale, including any value added tax payable on the proceeds of sale) shall be paid to the relevant Overseas Shareholder by sending a cheque or creating an assured payment obligation in accordance with the terms of the Scheme. Any remittance of the net proceeds of the sale referred to shall be at the risk of the relevant Overseas Shareholder. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITY, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS DOCUMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW. Overseas Shareholders should consult their own legal and tax advisers with respect to the legal and tax consequences of the Scheme and the Proposals to their particular circumstances. 23
Page 1 and 2: Prospectus dated 1 November 2012 TH
Page 3 and 4: The Vesuvius Shares have not been a
Page 5 and 6: PART I SUMMARY Summaries are made u
Page 7 and 8: Element Disclosure requirement B.6
Page 9 and 10: Element Disclosure requirement SUMM
Page 11 and 12: Element Disclosure requirement Sect
Page 13 and 14: PART II RISK FACTORS In addition to
Page 15 and 16: provided by former owners of certai
Page 17 and 18: will remain with Vesuvius and all p
Page 19 and 20: things, taxes and transitional serv
Page 21: PART III IMPORTANT INFORMATION Pres
Page 25 and 26: (2) If either the Court Meeting or
Page 27 and 28: SPONSOR AND FINANCIAL ADVISER Roths
Page 29 and 30: PART VII INFORMATION ON VESUVIUS Yo
Page 31 and 32: 80 70 60 50 40 30 20 10 0 Source WS
Page 33 and 34: Foundry division sales (£ per tonn
Page 35 and 36: extreme thermo-mechanical stresses
Page 37 and 38: facilities in, for example, Poland,
Page 39 and 40: customer base is evidenced by the f
Page 41 and 42: 28 per cent. of Vesuvius’ revenue
Page 43 and 44: 2.2.4 Funding of PMP inventory In l
Page 45 and 46: PART VIII OPERATING AND FINANCIAL R
Page 47 and 48: Vesuvius’ products are largely si
Page 49 and 50: Net sales value Net sales value is
Page 51 and 52: For the year ending 31 December 201
Page 53 and 54: continued into 2012 with demand for
Page 55 and 56: Following the Demerger, the UK Plan
Page 57 and 58: 1.4 Results of operations FY 2009 F
Page 59 and 60: The Foundry business facility in Pi
Page 61 and 62: Vesuvius has a policy of broadly ma
Page 63 and 64: Headline profit before tax Headline
Page 65 and 66: in the historical financial informa
Page 67 and 68: Net profit on disposal of continuin
Page 69 and 70: 3 Liquidity and capital resources T
Page 71 and 72: Acquisition of subsidiaries: a cash
Page 73 and 74:
3.1.3 Comparison of the year ended
Page 75 and 76:
3.3 Indebtedness HY 2011 (unaudited
Page 77 and 78:
4.3 Liquidity risk Liquidity risk i
Page 79 and 80:
stream of income exactly matching f
Page 81 and 82:
PART IX HISTORICAL FINANCIAL INFORM
Page 83 and 84:
Statement of comprehensive income H
Page 85 and 86:
Balance sheet Notes HY 2011 HY 2012
Page 87 and 88:
Notes to the condensed financial st
Page 89 and 90:
6 Amortisation of intangible assets
Page 91 and 92:
For the purposes of calculating dil
Page 93 and 94:
15 Exchange rates Vesuvius reports
Page 95 and 96:
SECTION B: AUDITED CONSOLIDATED FIN
Page 97 and 98:
Statement of cash flows FY 2009 FY
Page 99 and 100:
Changes in invested capital FY 2009
Page 101 and 102:
2.2 Other principles applied In add
Page 103 and 104:
• The estimates and underlying as
Page 105 and 106:
(b) Deferred tax Vesuvius has recog
Page 107 and 108:
5.2 Business segments For reporting
Page 109 and 110:
5.4 Geographic analysis of external
Page 111 and 112:
10 Finance costs and finance income
Page 113 and 114:
FY 2009 FY 2010 FY 2011 (£m) Excep
Page 115 and 116:
From 1 April 2012, the UK corporati
Page 117 and 118:
15 Reconciliation of movement in ne
Page 119 and 120:
Freehold property Leasehold propert
Page 121 and 122:
FY 2009 FY 2010 FY 2011 (£m) Steel
Page 123 and 124:
historical loss experience. Histori
Page 125 and 126:
ate swaps designated as cash flow h
Page 127 and 128:
• to have available the necessary
Page 129 and 130:
The tables below show the net unhed
Page 131 and 132:
charged in the income statement and
Page 133 and 134:
In July 2010 the UK government anno
Page 135 and 136:
(b) Other principal actuarial valua
Page 137 and 138:
25.4 Defined benefit obligation The
Page 139 and 140:
Defined benefit pension plans Other
Page 141 and 142:
26 Share-based payments In accordan
Page 143 and 144:
28.2 Operating lease commitments FY
Page 145 and 146:
31 Dividends FY 2009 FY 2010 FY 201
Page 147 and 148:
The acquisition of Metallurgica was
Page 149 and 150:
(2) The annual incentive bonuses aw
Page 151 and 152:
Allocations outstanding as at 1 Jan
Page 153 and 154:
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
Page 161 and 162:
Our work has not been carried out i
Page 163 and 164:
Non-United Kingdom resident shareho
Page 165 and 166:
is subject to US federal income tax
Page 167 and 168:
PART XII DIRECTORS, RESPONSIBLE PER
Page 169 and 170:
3 Directors’ interests 3.1 Direct
Page 171 and 172:
The overall intention is that this
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 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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