Vesuvius plc Prospectus

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Rothschild, which is authorised and regulated in the United Kingdom by the FSA, is acting as financial adviser and sponsor to Cookson and as financial adviser and sponsor to the listing of Alent plc and Vesuvius plc and for no one else in connection with the Proposals and will not be responsible to anyone other than Cookson, Alent plc and Vesuvius plc for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to the Proposals or any other matter or arrangement referred to in this document. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder. Each of BofA Merrill Lynch and J.P. Morgan Cazenove is acting for Vesuvius plc as joint broker in connection with the listing of Vesuvius plc and, subject to the preceding paragraphs, will not be responsible to anyone other than Vesuvius plc for providing the protections afforded to its respective clients or for providing advice in relation to this document and the Proposals or for providing advice in connection with the proposed listing or admission to trading of the Vesuvius Shares or any other matters referred to in this document, other than to the extent required by law or appropriate regulation in the United Kingdom. Each of BofA Merrill Lynch and J.P. Morgan Cazenove is authorised and regulated in the United Kingdom by the Financial Services Authority. This statement does not seek to limit or exclude responsibilities or liabilities which may arise under the FSMA or the regulatory regime established thereunder. Apart from the responsibilities and liabilities, if any, which may be imposed on Rothschild, BofA Merrill Lynch or J.P. Morgan Cazenove by the FSMA or the regulatory regime established thereunder, none of Rothschild, BofA Merrill Lynch or J.P. Morgan Cazenove or any person affiliated with any of them accepts any responsibility whatsoever nor makes any representation or warranty, express or implied, in respect of the contents of this document and/or any information incorporated by reference, including its accuracy, completeness or verification or for any other statement made or purported to be made by any of them, or on behalf of them, in connection with the Cookson Group, Alent, Vesuvius or the Proposals and nothing in this document is or shall be relied upon as a promise or representation in this respect, whether as to the past or future. Each of Rothschild, BofA Merrill Lynch or J.P. Morgan Cazenove accordingly disclaims, to the fullest extent permitted by applicable law, all and any responsibility and liability whatsoever, whether arising in tort, contract or otherwise (save as referred to above), which any of them might otherwise have in respect of this document. Overseas Shareholders The implications of the Proposals for, and the distribution of this document to, Overseas Shareholders may be affected by the laws of the relevant jurisdictions in which such Overseas Shareholders are located. Overseas Shareholders should inform themselves about, and observe, all applicable legal and regulatory requirements. No action has been taken to permit the distribution of this document in any jurisdiction where any action would be required for such purpose. It is the responsibility of any person into whose possession this document comes to satisfy themselves as to their full observance of the laws of the relevant jurisdiction in connection with the Proposals and the distribution of this document, including the obtaining of any governmental, exchange control, regulatory or other consents which may be required and/or compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due in such jurisdiction. Overseas Shareholders should consult their own legal, financial and tax advisers with respect to the legal, financial and tax consequences of the Proposals in their particular circumstances. NOTICE TO INVESTORS IN THE UNITED STATES The Vesuvius Shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the Vesuvius Shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into the United States absent registration under the Securities Act or an exemption therefrom. The Vesuvius Shares are expected to be offered in the United States in reliance upon the exemption from the registration requirements of the Securities Act provided by Section 3(a)(10) thereof. A Cookson Shareholder who is an affiliate of Vesuvius plc prior to the Scheme Effective Time will be subject to certain US transfer restrictions relating to the Vesuvius Shares received pursuant to the Scheme. For a description of these and certain further restrictions on offers, sales and transfers of the Vesuvius Shares and the distribution of this document, see Part III: “Important Information” of this document. 2
The Vesuvius Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other US regulatory authority, nor have any of the foregoing authorities passed upon or determined the adequacy or accuracy of the information contained in this document. Any representation to the contrary is a criminal offence in the United States. General Notice Nothing contained in this document is intended to constitute investment, legal, tax, accounting or other professional advice. This document is for your information only and nothing in this document is intended to endorse or recommend a particular course of action. You should consult with an appropriate professional for specific advice rendered on the basis of your situation. The contents of the websites of Vesuvius plc, Alent plc and Cookson do not form part of this document. Capitalised terms have the meanings ascribed to them in Part XV: “Definitions” of this document. Certain information is incorporated by reference into this document as set out in Part XIV: “Information Incorporated by Reference” of this document. 3
Page 1: Prospectus dated 1 November 2012 TH
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 and 22: PART III IMPORTANT INFORMATION Pres
Page 23 and 24: (b) determine that such Vesuvius Sh
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
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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
Page 83 and 84:
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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is subject to US federal income tax
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PART XII DIRECTORS, RESPONSIBLE PER
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3 Directors’ interests 3.1 Direct
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The overall intention is that this
Page 173 and 174:
François Wanecq François Wanecq i
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7.3 Board committees The principal
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Vesuvius Director Current directors
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PART XIII ADDITIONAL INFORMATION 1
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as if section 561(1) of the Compani
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2.10 The Vesuvius Shares are in reg
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meeting of the holders of the share
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Vesuvius Directors may be appointed
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Any Director who holds any executiv
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6.2 Save as disclosed in this parag
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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
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Participants who, at the request of
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Restricted share awards These are s
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If a participant ceases employment
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consigned precious metals is establ
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14 Significant subsidiaries and joi
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18.5 Rothschild, whose address is N
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PART XV DEFINITIONS The following d
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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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