Elementis PLC MONDO MINERALS - REVISED TERMS & RIGHTS ISSUE

 
TIDMELM 
 
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ELEMENTIS PLC AND AVAILABLE FROM ITS REGISTERED OFFICE IN DUE COURSE. 
 
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 
 
FOR IMMEDIATE RELEASE 
 
                                 Elementis plc 
 
  PROPOSED ACQUISITION OF MONDO MINERALS - ANNOUNCEMENT OF REVISED TERMS AND 
 LAUNCH OF 1 FOR 4 RIGHTS ISSUE AT 152.0 PENCE PER NEW ORDINARY SHARE TO RAISE 
                          APPROXIMATELY $230 MILLION 
 
Elementis plc ("Elementis") is pleased to announce the terms of a revised 
agreement with Advent Mondo (Luxembourg) S.à r.l. ("Advent" or the "Seller") in 
relation to the proposed acquisition (the "Acquisition") of Mondo Minerals 
Holding B.V. ("Mondo"). 
 
The terms of the Acquisition originally announced on 29 June 2018 valued Mondo 
at $600 million on a cash free, debt free basis, which represented a multiple 
of 12.5 times adjusted EBITDA for the seven months ended 31 July 2018 
(annualised), including the full run rate of modest pre-tax cost synergies and 
based on an average exchange rate of $1.20 per euro. 
 
Under the terms of the revised agreement, Elementis has agreed revised terms 
which value Mondo at $500 million on a cash free, debt free basis. This 
represents a multiple of 10.4 times adjusted EBITDA for the seven months ended 
31 July 2018 (annualised), including the full run rate of modest pre-tax cost 
synergies and based on an average exchange rate of $1.20 per euro. The 
consideration payable on completion of the Acquisition ("Completion") will be 
paid in cash. 
 
In addition, up to EUR45.7 million ($53.0 million) in earn-out payments may be 
payable following Completion, subject to the achievement of certain performance 
targets by Mondo over a three financial year period ending on 31 December 2020. 
Thus, if the performance targets are achieved in full, the terms of the revised 
agreement would value Mondo at $553 million on a cash free, debt free basis. 
This would represent a multiple of 8.8 times the Earn-Out Adjusted EBITDA that 
Mondo would be required to achieve for the year ending 31 December 2020 to 
trigger the final earn-out payment under the revised agreement. The Earn-Out 
Adjusted EBITDA thresholds for the performance-based earn-out have been set to 
allow for value to be shared between Elementis and the Seller in a scenario 
where Mondo continues to deliver strong growth. Maximum earn-out payments would 
be paid upon Mondo delivering Earn-Out Adjusted EBITDA growth relative to 2017 
adjusted EBITDA of 38.4% in 2018, 55.0% in 2019 and 74.4% in 2020. No earn-out 
payments would be payable in the relevant year in the scenario where Mondo's 
Earn-Out Adjusted EBITDA growth relative to 2017 adjusted EBITDA is less than 
30.1% in 2018, 41.2% in 2018 or 60.5% in 2020. 
 
Elementis proposes to finance the Acquisition and associated expenses through a 
combination of the proceeds of a fully underwritten rights issue to raise total 
gross proceeds of the pounds sterling equivalent of approximately $230 million 
(the "Rights Issue") and by utilising a new $775.0 million term and revolving 
credit facilities agreement (the "Facilities Agreement"). It is expected that 
approximately $600.0 million will be drawn under the Facilities Agreement at 
Completion to fund part of the cash consideration for the Acquisition and to 
refinance certain indebtedness of Mondo and Elementis. 
 
The Rights Issue will be made on the basis of 1 New Ordinary Share at 152.0 
pence per New Ordinary Share for every 4 Existing Ordinary Shares. Pursuant to 
the Rights Issue, Elementis is proposing to offer up to 116,044,829 New 
Ordinary Shares by way of rights to Qualifying Shareholders (other than, 
subject to certain exceptions, Qualifying Shareholders resident or with 
registered addresses in the United States or any of the Excluded Territories as 
described in the Prospectus) at the close of business on 1 October 2018 (the " 
Record Date"). The offer is to be made at 152.0 pence per New Ordinary Share 
(the "Issue Price"), payable in full on acceptance by no later than 11.00 a.m. 
on 18 October 2018. The Rights Issue is expected to raise gross proceeds of GBP 
176.4 million (being the pounds sterling equivalent of approximately $230 
million based on an exchange rate of $1.30 per pound sterling on 10 September 
2018). The Issue Price represents a 34.7% discount to the theoretical ex-Rights 
price calculated by reference to the closing price of 252.8 pence per Ordinary 
Share on 10 September 2018. The Rights Issue, which is conditional on, amongst 
other things, shareholder approval of the Acquisition, is fully underwritten by 
UBS Limited and HSBC Bank plc. 
 
Under the terms of the revised agreement, and based on the closing Elementis 
share price of 252.8 pence and an exchange rate of $1.16 per euro as at 10 
September 2018, the Acquisition is expected by the Directors to be accretive to 
adjusted earnings per share in the first full year following Completion, 
excluding any benefit other than modest pre-tax cost synergies. The Directors 
also expect the Acquisition to generate a post-tax return on invested capital 
above Elementis' weighted average cost of capital in the second full year 
following Completion (excluding the benefit of revenue synergies). 
 
On Completion, and assuming the Rights Issue completes and bank facilities are 
drawn, it is estimated that the leverage for the Enlarged Group would be 
approximately 2.50 times EBITDA. The Directors anticipate the strong cash 
generation of the Enlarged Group to drive a material deleveraging profile 
thereafter with leverage reducing to less than 2.00 times by the end of 2019. 
 
Due to its size, the Acquisition is classified as a Class 1 transaction under 
the Listing Rules and accordingly requires the approval of Elementis' 
Shareholders. Elementis expects to publish a circular (the "Circular") and 
prospectus (the "Prospectus") in connection with the Acquisition and Rights 
Issue later today and to hold a Shareholders meeting to vote on the Acquisition 
on 3 October 2018. 
 
During a pre-sounding exercise conducted ahead of today's announcement, 
Elementis has received strong support for the Acquisition from its top 
Shareholders including a non-binding letter of intent from Threadneedle Asset 
Management Limited (part of Ameriprise Financial, Inc.'s group) and an 
irrevocable undertaking from APG Asset Management N.V. to vote in favour of the 
Acquisition. In addition the company has received written confirmation of 
support from a further two of its top five Shareholders. 
 
Paul Waterman, CEO of Elementis, said: "Mondo Minerals is a high quality 
business with significant opportunities for future growth. Following engagement 
with our shareholders, we have agreed terms of a revised deal with Advent that 
we believe represents compelling value. We remain excited by Mondo's prospects 
and the significant opportunities we believe this acquisition will unlock for 
Elementis." 
 
The Elementis directors have confirmed it is their intention unanimously to 
recommend that Shareholders vote in favour of the Acquisition, and each of the 
Elementis directors who holds shares in Elementis has confirmed they intend to 
take up their rights in full in the Rights Issue. 
 
This summary should be read together with the more detailed information in the 
longer announcement following the Important Notices below. To the extent not 
otherwise defined, capitalised terms used in this announcement have the meaning 
given to them in the Definitions section at the end of this announcement. 
 
Analyst/Investor enquiries: 
 
Elementis plc 
 
Investors: James Curran, Investor Relations      [phone] 
 
Tulchan 
 
Martin Robinson            [phone] 
 
Sheebani Chothani        [phone] 
 
UBS (Joint Global Coordinator, Joint Bookrunner, Sole Corporate Broker and Sole 
Sponsor to Elementis) 
 
Rahul Luthra                 [phone] 
 
Christopher Smith 
 
Alistair Smith 
 
HSBC (Joint Global Coordinator and Joint Bookrunner to Elementis) 
 
Mark Dickenson            [phone] 
 
Sam Barnett 
 
Evercore (Financial Advisor to Elementis) 
 
Tom Massey                [phone] 
 
Kirtan Pansari               [phone] 
 
OGG Consulting (Transaction consultant) 
 
Oli Greaves                  [phone] 
 
Important Notices 
 
This announcement has been issued by and is the sole responsibility of the 
Company. This announcement is not a circular or a prospectus but an 
advertisement and investors should not acquire any Nil Paid Rights, the Fully 
Paid Rights or New Ordinary Shares referred to in this announcement except on 
the basis of the information contained in the Circular and Prospectus to be 
published by the Company in connection with the Acquisition and the Rights 
Issue in due course. The information contained in this announcement is for 
background purposes only and does not purport to be full or complete. The 
information in this announcement is subject to change. Copies of the Circular 
and Prospectus when published will be available from the registered office of 
the Company and on the Company's website, provided that such Circular and 
Prospectus will not, subject to certain exceptions, be available to certain 
Shareholders in certain restricted or Excluded Territories. The Circular and 
Prospectus will give further details of the Acquisition and the Rights Issue. 
 
This announcement is for information purposes only and is not intended to and 
does not constitute or form part of any offer to sell or issue, or any 

solicitation of an offer to purchase, subscribe for or otherwise acquire, any 
securities in the United States or any other jurisdiction. The information 
contained in this announcement is not for release, publication or distribution 
to persons in, and should not be distributed, forwarded to or transmitted in or 
into, the United States, Australia, Canada, Japan, South Africa or any other 
jurisdiction where to do so might constitute a violation of local securities 
laws or regulations. 
 
The securities referred to herein have not been and will not be registered 
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or 
under the securities legislation of any state or other jurisdiction of the 
United States or under the applicable securities laws of Australia, Canada, 
Japan or South Africa. The securities referred to herein may not be offered or 
sold in the United States except pursuant to an exemption from, or in a 
transaction not subject to, the registration requirements of the Securities Act 
and in compliance with any applicable securities laws of any state or other 
jurisdiction of the United States. There has been and will be no public 
offering of the securities referred to herein in the United States. 
 
The distribution of this announcement into jurisdictions other than the United 
Kingdom may be restricted by law, and, therefore, persons into whose possession 
this announcement comes should inform themselves about and observe any such 
restrictions. Any failure to comply with any such restrictions may constitute a 
violation of the securities laws of such jurisdiction. In particular, this 
announcement, the Circular and Prospectus (once published) and the provisional 
allotment letters (once printed) should not, subject to certain exceptions, be 
distributed, forwarded to or transmitted in or into the United States, 
Australia, Canada, Japan, South Africa or any other restricted or excluded 
territories or any jurisdiction where to do so would be unlawful. 
 
This announcement does not constitute a recommendation concerning any 
investor's decision or options with respect to the Acquisition or the Rights 
Issue. The price and value of securities can go down as well as up. Past 
performance is not a guide to future performance. The contents of this 
announcement are not to be construed as legal, business, financial or tax 
advice. Each shareholder or prospective investor should consult his, her or its 
own independent legal adviser, business adviser, financial adviser or tax 
adviser for legal, financial, business or tax advice. 
 
UBS Limited and HSBC Bank plc (together, the "Underwriters"), each of which is 
authorised by the Prudential Regulation Authority (the "PRA") and regulated in 
the United Kingdom by the PRA and the Financial Conduct Authority (the "FCA"), 
are each acting for the Company and for no one else in connection with the 
Acquisition and the Rights Issue, and will not regard any other person as a 
client in relation to the Acquisition and the Rights Issue and will not be 
responsible to anyone other than the Company for providing the protections 
afforded to their respective clients, nor for providing advice in connection 
with the Acquisition, the Rights Issue or any other matter, transaction or 
arrangement referred to in this announcement. 
 
Apart from the responsibilities and liabilities, if any, which may be imposed 
on the Underwriters by the FSMA or the regulatory regime established 
thereunder, neither of the Underwriters nor any of their respective affiliates 
accepts any responsibility or liability whatsoever and makes no representation 
or warranty, express or implied, for the contents of this announcement, 
including its accuracy, fairness, sufficiency, completeness or verification or 
for any other statement made or purported to be made by it, or on its behalf, 
in connection with the Company or the Acquisition or the Rights Issue and 
nothing in this announcement is, or shall be relied upon as, a promise or 
representation in this respect, whether as to the past or future. Each of the 
Underwriters and their respective affiliates accordingly disclaims to the 
fullest extent permitted by law all and any responsibility and liability 
whether arising in tort, contract or otherwise (save as referred to above) 
which it might otherwise have in respect of this announcement or any such 
statement. Furthermore, each of the Underwriters and/or their affiliates 
provides various investment banking, commercial banking and financial advisory 
services from time to time to the Company. 
 
No person has been authorised to give any information or to make any 
representations other than those contained in this announcement and, when 
published, the Circular and Prospectus and, if given or made, such information 
or representations must not be relied on as having been authorised by the 
Company, UBS or HSBC. Subject to the Listing Rules, the Prospectus Rules and 
the Disclosure Guidance and Transparency Rules of the FCA, the issue of this 
announcement shall not, in any circumstances, create any implication that there 
has been no change in the affairs of the Company since the date of this 
announcement or that the information in it is correct as at any subsequent 
date. 
 
Each of the Underwriters and/or their respective affiliates, acting as 
investors for their own accounts, may, in accordance with applicable legal and 
regulatory provisions, engage in transactions in relation to the Nil Paid 
Rights, the Fully Paid Rights, the New Ordinary Shares and/or related 
instruments for their own account for the purpose of hedging their underwriting 
exposure or otherwise. Except as required by applicable law or regulation, the 
Underwriters and their respective affiliates do not propose to make any public 
disclosure in relation to such transactions. 
 
This announcement contains certain forecasts, projections and other 
forward-looking statements (i.e., all statements other than statements of 
historical fact) in relation to, or in respect of the financial condition, 
operations or businesses of the Group and/or Mondo. Statements containing the 
words "expect", "anticipate", "intends", "plan", "estimate", "aim", "forecast", 
"project" and similar expressions (or their negative) identify certain of these 
forward-looking statements. Any such statements involve risk and uncertainty 
because they relate to future events and circumstances and are based on current 
assumptions and depend on circumstances that may or may not occur in the future 
and may cause the actual results, performance or achievements to be materially 
different from those expressed or implied by such forward-looking statements. 
There are many factors that could cause actual results or developments to 
differ materially from those expressed or implied by any such forward looking 
statements, including, but not limited to, matters of a political, economic, 
business, competitive or reputational nature. Past performance should not be 
taken as an indication or guarantee of future results, and no representation or 
warranty, express or implied, is made regarding future performance. No 
statement in this announcement should be construed as a profit estimate or 
profit forecast. Neither the Company nor any other person undertakes any 
obligation to update or revise any forward looking statement to reflect any 
change in circumstances or expectations. 
 
Information to Distributors 
 
Solely for the purposes of the product governance requirements contained 
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as 
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive 
(EU) 2017/593 supplementing MiFID II; and (c) local implementing measures 
(together, the "MiFID II Product Governance Requirements"), and disclaiming all 
and any liability, whether arising in tort, contract or otherwise, which any 
"manufacturer" (for the purposes of the MiFID II Product Governance 
Requirements) may otherwise have with respect thereto, the Nil Paid Rights, the 
Fully Paid Rights and the New Ordinary Shares have been subject to a product 
approval process, which has determined that they each are: (i) compatible with 
an end target market of retail investors and investors who meet the criteria of 
professional clients and eligible counterparties, each as defined in MiFID II; 
and (ii) eligible for distribution through all distribution channels as are 
permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the 
Target Market Assessment, Distributors should note that: the price of the Nil 
Paid Rights, the Fully Paid Rights and/or the New Ordinary Shares may decline 
and investors could lose all or part of their investment; the Nil Paid Rights, 
the Fully Paid Rights and the New Ordinary Shares offer no guaranteed income 
and no capital protection; and an investment in the Nil Paid Rights, the Fully 
Paid Rights and/or the New Ordinary Shares is compatible only with investors 
who do not need a guaranteed income or capital protection, who (either alone or 
in conjunction with an appropriate financial or other adviser) are capable of 
evaluating the merits and risks of such an investment and who have sufficient 
resources to be able to bear any losses that may result therefrom. The Target 
Market Assessment is without prejudice to the requirements of any contractual, 
legal or regulatory selling restrictions in relation to the offer. Furthermore, 
it is noted that, notwithstanding the Target Market Assessment, the 
Underwriters will only procure investors who meet the criteria of professional 
clients and eligible counterparties. For the avoidance of doubt, the Target 
Market Assessment does not constitute: (a) an assessment of suitability or 
appropriateness for the purposes of MiFID II; or (b) a recommendation to any 
investor or group of investors to invest in, or purchase, or take any other 
action whatsoever with respect to the Nil Paid Rights, the Fully Paid Rights 
and/or the New Ordinary Shares. Each distributor is responsible for undertaking 

its own target market assessment in respect of the Nil Paid Rights, the Fully 
Paid Rights and/or the New Ordinary Shares and determining appropriate 
distribution channels. 
 
Capitalised terms used in this Important Notices section and not otherwise 
defined in this Announcement shall be ascribed the meaning given thereto in the 
Circular and Prospectus. 
 
                                 ELEMENTIS PLC 
 
  PROPOSED ACQUISITION OF MONDO MINERALS - ANNOUNCEMENT OF REVISED TERMS AND 
 LAUNCH OF 1 FOR 4 RIGHTS ISSUE AT 152.0 PENCE PER NEW ORDINARY SHARE TO RAISE 
                          APPROXIMATELY $230 MILLION 
 
1. Introduction 
 
On 29 June 2018, Elementis announced that it reached an agreement in principle 
in relation to the Acquisition of Mondo from Advent. 
 
The Mondo Group is a leading integrated producer of industrial talc, with a 
focus on the premium segment, owned by funds controlled by Advent International 
since 2011. The Mondo Group has a strong track record of growth and creates 
uniform, high purity products from its high quality resource base. In 2017 the 
Mondo Group had revenue of EUR122.2 million and adjusted EBITDA of EUR31.1 million 
with an adjusted EBITDA margin of 25.5%. The Directors believe the Mondo 
Group's business has attractive growth prospects and is showing good momentum 
in the current year. Revenue increased by 17.6% to EUR71.2 million for the six 
months ended 30 June 2018 from EUR60.6 million for the six months ended 30 June 
2017. 
 
The Directors believe the Acquisition is strategically compelling for Elementis 
as there is significant value creation potential from the integration of Mondo 
into the Elementis Group following Completion. 
 
The Directors believe that the Mondo Group is an attractive, high quality 
business with differentiated market positioning and strong competitive 
advantages. Talc provides mission critical properties at a relatively low cost 
to a diverse range of industrial end markets that have a strong track record 
of, and prospects for, growth. The Mondo Group has longstanding relationships 
with its customers and its focus on quality, reliability and differentiated 
service enables it to optimise pricing to reflect the value of the solutions 
provided by the Mondo Group. Underpinned by its high quality, long duration 
talc resources, Mondo utilises proprietary flotation process know how and 
formulation expertise to deliver superior product quality and consistency. In 
combination with the global distribution platform and formulation expertise of 
Elementis, there is significant opportunity for value creation by bringing 
Mondo to the Enlarged Group. 
 
Due to its size, the Acquisition is classified as a Class 1 transaction under 
the Listing Rules and accordingly requires the approval of Shareholders. A 
notice of the General Meeting to be held on 3 October 2018, at which 
Shareholders' approval will be sought for the Acquisition, will be set out in 
Circular which is, subject to FCA approval, expected to be dispatched today. 
 
The terms of the Acquisition originally announced by Elementis on 29 June 2018 
valued Mondo at $600 million on a cash free, debt free basis, which represented 
a multiple of 12.5 times adjusted EBITDA for the seven months ended 31 July 
2018 (annualised), including the run rate of modest pretax cost synergies and 
based on an average exchange rate of $1.20 per euro. Elementis subsequently 
received feedback from Shareholders that led the Directors to conclude there 
was insufficient support amongst Shareholders for the Acquisition to be 
approved on the originally announced terms. 
 
Accordingly, Elementis entered into negotiations with the Seller with a view to 
revising the terms of the Acquisition. On 11 September 2018 Elementis announced 
revised terms for the Acquisition, which value Mondo at $500 million on a cash 
free, debt free basis, which represents a multiple of 10.4 times adjusted 
EBITDA for the seven months ended 31 July 2018 (annualised), including the run 
rate of modest pre-tax cost synergies and based on an average exchange rate of 
$1.20 per euro. 
 
In addition under the Sale and Purchase Agreement, up to EUR45.7 million ($53.0 
million) in earn-out payments will be payable following Completion, subject to 
the achievement of certain Earn-Out Adjusted EBITDA thresholds over a three 
financial year period ending on 31 December 2020 and certain reduction (based 
on the performance in the first and second financial year periods) and carry 
forward (based on the performance in the second and third financial year 
periods) features. If the performance targets are achieved in full, the terms 
of the Acquisition would value Mondo at $553 million on a cash free, debt free 
basis, which would represent a multiple of 8.8 times the Earn-Out Adjusted 
EBITDA that Mondo would be required to achieve for the year ending 31 December 
2020 to trigger the final earn-out payment under the Sale and Purchase 
Agreement. 
 
The Earn-Out Adjusted EBITDA thresholds of the performance-based earn-out have 
been set to allow for value to be shared between Elementis and the Seller in a 
scenario where Mondo continues to deliver strong performance. For the maximum 
earn-out payments to be paid, Mondo would need to deliver Earn-Out Adjusted 
EBITDA growth relative to 2017 adjusted EBITDA of 38.4% in 2018, 55.0% in 2019 
and 74.4% in 2020. No earn-out payments would be payable in respect of the 
relevant year in the scenario where Mondo's Earn-Out Adjusted EBITDA growth 
relative to 2017 adjusted EBITDA is less than 30.1% in 2018, 41.2% in 2019 or 
60.5% in 2020. 
 
The Company proposes to finance the Acquisition and associated expenses through 
a combination of the proceeds of the Rights Issue to raise total gross proceeds 
of the pounds sterling equivalent of approximately $230 million (GBP176.4 
million), and by utilising the new $775.0 million Facilities Agreement, 
consisting of a $400.0 million equivalent multicurrency term loan facility (the 
"Term Facility") and a $375.0 million multi-currency revolving credit facility 
(the "Revolving Credit Facility", and together with the Term Facility, the "New 
Debt Facilities"). It is expected that approximately $600.0 million will be 
drawn under the New Debt Facilities at Completion to fund part of the cash 
consideration for the Acquisition and to refinance certain indebtedness of the 
Mondo Group and the Elementis Group. 
 
2. Summary information on Mondo 
 
The Mondo Group is a leading mine-to-market producer of talc and other mineral 
products with a strong presence in Northern and Central Europe and a growing 
customer base in Eastern Europe, Southern Europe, South America and Asia. The 
Mondo Group supplies talc to customers operating in a wide range of end 
markets, including industrial sectors (e.g., plastics, paints & coatings, 
technical ceramics, life sciences) and paper sectors (e.g., paper filler, paper 
coatings). The Mondo Group use proprietary flotation process know how and 
formulation expertise to deliver superior product quality and consistency to 
its customers. 
 
The Mondo Group employs approximately 226 full time employees (as at 30 June 
2018) and owns and operates four talc mines in Finland with total resources of 
over 90 years at current levels of production and has four production 
facilities in Finland and the Netherlands. The Directors believe that the Mondo 
Group has high quality employees and an experienced management team with a 
proven track record of repositioning the business and delivering growth. In 
recent years the Mondo Group has focused on higher value industrial talc 
segments, which have higher contribution margins per tonne than paper talc 
segments, and expanding in international markets. For the six months ended 30 
June 2018, revenue from industrial talc represented 79.5% of the Mondo Group's 
revenue (compared to approximately 51% for the year ended 31 December 2009). 
Customers in Europe represented 83.6% of Mondo's revenue by geography for the 
year ended 31 December 2017. 
 
For the six months ended 30 June 2018, the Mondo Group had revenue of EUR71.2 
million and operating profit of EUR9.7 million. For the year ended 31 December 
2017, the Mondo Group had revenue of EUR122.0 million and operating profit of EUR 
15.4 million. Gross assets of the Mondo Group as at 31 December 2017 were EUR 
341.4 million. 
 
Key strengths of the Mondo Group include: 
 
  * A leading global supplier of premium talc-based product 
 
      + Amongst leading players globally to serve higher-end talc applications 
 
  * Value-based pricing model based on tailored customer service and stringent 
    qualification 
 
    requirements 
 
      + Customised products tailored to specific client formulation with 
        pricing differentiated by application 
 
      + Rigorous supplier qualification process with customers resulting in 
        long-term client relationships 
 
  * Strong growth track-record with 80% of sales in high-end industrial talc 
 
      + Mondo 2013-17 industrial talc sales compound annual growth rate 
        ("CAGR") of 8% vs. 5% market 
 
      + Favourable structural trends driving talc application growth above 
        underlying end markets 
 
  * Continuous focus on innovation fuelling growth with a solid pipeline of new 
    projects 
 
      + Unlocking opportunities through new product launches in Coatings and 
        Personal Care 
 
      + Production and supply chain innovation to increase operational 
        efficiency 
 
  * Track-record of stable adjusted EBITDA and cash generation through economic 
    cycles 
 
      + The Directors believe this shows resilient performance during the 
        global financial crisis 
 
      + Shift to industrial talc drives contribution margin expansion and 
        absolute adjusted EBITDA growth 
 
  * High quality resource base with long life of mine and strategic locations 
 
      + Over 90 years of owned resources with limited capex requirements 
 
      + 90% of sales utilise flotation-purified talc from Mondo's own talc ore 
        resources 
 

3. Background to and reasons for the Acquisition 
 
The Elementis Group is a global specialty chemicals company and when 
considering potential acquisition opportunities seeks businesses from which it 
can create long-term value and that have sustainable competitive advantages, 
good growth prospects and which leverage the Elementis Group's existing 
capabilities. The Elementis Group focuses on targets that represent high-value 
intermediates that are a low percentage of an end product's cost, but 
critically important to performance. In the case of the Mondo Group, the 
Directors believe that the Acquisition represents an exceptional opportunity to 
add a leading talc producer that is underpinned by sustainable competitive 
advantages and significant growth opportunities. The Directors believe that the 
strategic rationale for the Acquisition is compelling: 
 
Mondo is a premium supplier of talc with close customer relationships 
underpinned by structural advantages and a focus on quality and reliability 
 
The Mondo Group is a high quality business with a leading competitive position 
centred on multiple 
 
structural advantages. Through high quality, long duration talc resources 
located in Finland, Mondo is a fully integrated operation addressing high end 
industrial applications. These high grade talc deposits, which have over 90 
years of total resource life, are one of only two known deposits of scale in 
Europe. As a result of optimised upstream and downstream logistics from plants 
in Finland and the Netherlands, Mondo has an industry leading cost structure 
from which to serve dynamic end markets around the world. 
 
The Mondo Group aims to deliver superior product quality and consistency 
through its well invested 
 
assets, proprietary flotation process know how, precise control over 
performance properties and formulation expertise. This quality of output allows 
Mondo to focus on high value talc applications, an area which commands premium 
margins and notable demand growth. There is a rigorous supplier qualification 
process that renders switching between talc suppliers a costly and time 
consuming process and which enables Mondo to develop custom formulations for 
key accounts' specifications. 
 
Mondo serves resilient and high growth end markets 
 
Talc is the softest known mineral and its unique attributes provide mission 
critical properties at a relatively low cost to a diverse range of industrial 
applications including coatings and long life plastics. The Company believes 
that the market for targeted industrial talc applications has grown at 
approximately 5% CAGR over the last five years, and expects this to accelerate 
to approximately 
 
7% per annum through to 2023, driven by the continued increase in talc 
penetration and trends towards higher value specialty talc. Favourable 
structural trends are expected to support this market growth and include the 
reduction in weight of vehicles and the increased use of talc in life sciences. 
 
The Mondo Group's revenue from targeted industrial applications has grown at a 
9% CAGR since 2009 and in 2017 represented approximately 79% of revenue, 
compared to approximately 64% in 2013. In 2017 the contribution margin per 
tonne of industrial talc represented approximately 60% more than the 
contribution margin of paper talc. Revenue growth at or above the market for 
industrial talc is expected to be supported by an encouraging innovation 
pipeline, expansion into new high growth verticals such as life sciences and 
anticipated favourable structural trends, including an increase in the 
percentage share of plastics in automobiles by 2025. 
 
A complementary combination with strong value creation opportunity and synergy 
potential 
 
Aligned with Elementis' hectorite based value chain, Mondo leverages access to 
a scarce, high quality natural resource to create products that serve diverse 
end markets. The Company believes that clear areas of complementarity exist, 
from mineral extraction to formulation expertise, application driven research 
and development, through to end markets and customers, notably coatings, which 
both Elementis and Mondo serve. The combination with Mondo is expected to 
improve Elementis' position as a higher quality, higher margin company with 
attractive growth potential, consistent with Elementis' "Reignite Growth" 
strategy. 
 
The Directors believe Mondo is well positioned to grow at or above the positive 
trend in industrial talc applications by developing its position in high end 
talc markets. Opportunities are available based on Elementis' global knowledge, 
scale and relationships to unlock additional value and further growth. 
 
The Directors expect that, as a result of the Acquisition, the Enlarged Group 
will be able to realise 
 
approximately $20-25 million of revenue synergies by the end of 2023. Following 
an initial integration period, a significant majority of the identified 
synergies would be achieved between the financial years ending 31 December 2020 
and 2023. 
 
The revenue synergies identified over the medium term comprise approximately 
$10-15 million in the Coatings business of the Enlarged Group and approximately 
$10 million in the Personal Care business of the Enlarged Group. The revenue 
synergies of approximately $10-15 million in the Enlarged Group's Coatings 
business are anticipated to arise primarily through geographic expansion 
utilising global sales and technical services relationships of the Elementis 
Group to increase market share of the Mondo Group's industrial coatings in 
North America and Latin America, and also through deepening strategic 
relationships with existing customers of the Elementis Group for the sale of 
talc and increasing share of wallet. The revenue synergies of approximately $10 
million in the Enlarged Group's Personal Care business are anticipated to arise 
primarily through enhanced access for the Mondo Group to world leading personal 
care formulators and distributors and strengthening partnerships with the 
Elementis Group's top multi-national customers outside of Europe, as well as an 
expansion to new markets in Asia and the Americas utilising local sales, 
distribution and logistics networks and greater sales coverage within Europe. 
Revenue synergies in the Enlarged Group's Personal Care business are also 
expected to be achieved through an extension of the product portfolio of 
attractive cosmetic applications. 
 
In addition to the $20-25 million of revenue synergies identified, the 
Directors expect the Acquisition to unlock new business opportunities for the 
Elementis Group through its expertise in surface chemistry modification and the 
utilisation of talc in formulations. The Directors expect that the Enlarged 
Group will also benefit from modest pre-tax cost synergies through a single 
corporate overhead structure, a "best of both" approach to non-product related 
procurement costs and certain consolidation opportunities. 
 
The total quantified revenue synergies of $20-25 million are equivalent to 
2.2-2.7% of the pro forma revenue of the Enlarged Group for the year ended 31 
December 2017 of approximately $919.7 million. 
 
The expected synergies identified reflect both the beneficial elements and 
relevant costs. No significant implementation costs are expected to be incurred 
in order to achieve the revenue synergies in the Coatings and Personal Care 
businesses of the Enlarged Group. The expected synergies would accrue as a 
direct result of the success of the Acquisition and could not be achieved 
independently by the Elementis Group. 
 
4. Financial effects of the Rights Issue and the Acquisition 
 
Mondo has an attractive financial profile with significant growth potential, 
adjusted EBITDA margins of 25.5% for the year ended 31 December 2017 and strong 
free cash flow generation. The Directors believe the Acquisition will be 
financially attractive for Elementis' Shareholders taking into account the 
terms of the Acquisition and the outlook for the business. The highly 
attractive adjusted EBITDA margins that Mondo has delivered mean that the 
Acquisition is expected to be immediately accretive to Elementis' EBITDA 
margin. 
 
Based on the closing Elementis share price of 252.8 pence and an exchange rate 
of $1.16 per euro as at 10 September 2018, the Acquisition is expected by the 
Directors to be accretive to adjusted earnings per share in the first full year 
following Completion, excluding any benefit other than modest pre-tax cost 
synergies. The Directors also expect the Acquisition to generate a post-tax 
return on invested capital above the Elementis Group's weighted average cost of 
capital in the second full year following Completion (excluding the benefit of 
revenue synergies). 
 
On Completion, and assuming the Rights Issue completes and bank facilities are 
drawn, it is estimated that the leverage for the Enlarged Group would be 
approximately 2.50 times EBITDA. The Directors anticipate the strong cash 
generation of the Enlarged Group to drive a material deleveraging profile 
thereafter with leverage reducing to less than 2.00 times by the end of 2019. 
 
5. Financing the Acquisition 
 
The Acquisition (and associated expenses) is proposed to be financed through 
(i) the Rights Issue of approximately $230 million (GBP176.4 million), which has 
been fully underwritten; and (ii) utilising the $775.0 million New Debt 
Facilities. 
 
The initial aggregate cash consideration payable in connection with the 
Acquisition is approximately $307.2 million, subject to certain adjustments. It 
is expected that the cash consideration for the Acquisition will be satisfied 
primarily through the proceeds of approximately $230 million from the Rights 
Issue. In addition, it is expected that approximately $600.0 million will be 
drawn under the New Debt Facilities at Completion to fund part of the cash 
consideration for the Acquisition and to refinance certain indebtedness of the 
Mondo Group and the Elementis Group. 
 
Given the scale and size of the proposed Acquisition, the Directors believe 

they have taken a prudent approach to structuring and financing of the 
Acquisition and associated expenses through a mixture of equity and debt. This 
structure allows Elementis to retain financial strength and flexibility in 
respect of potential future business developments. 
 
The Board decided on the Rights Issue as a means of raising capital as this 
would ensure that Qualifying Shareholders (other than, subject to certain 
exceptions, Qualifying Shareholders resident or with registered addresses in 
the United States or any of the Excluded Territories) subscribe for all of the 
New Ordinary Shares to which they are entitled, their shareholdings would not 
be diluted as a result of the financing arrangements for the Acquisition. 
 
The Directors intend to apply the proceeds of the Rights Issue to fund part of 
the consideration for the Acquisition, together with the associated transaction 
and Acquisition costs. The net proceeds of the Rights Issue will be placed on 
deposit pending Completion. If Completion does not take place before midnight 
on 31 December 2018, the Directors would seek to return some or all of the net 
proceeds of the Rights Issue to investors in a timely and tax-efficient manner, 
use the net proceeds of the Rights Issue to repay existing indebtedness of the 
Elementis Group or for general corporate purposes, or a combination thereof. 
 
6. Dividend policy 
 
The Company introduced a new progressive dividend policy following the 
acquisition of SummitReheis in 2017 to reflect the Company's movement from a 
net cash to a net debt position. In respect of the year ended 31 December 2017, 
the Company's dividend per Ordinary Share was 8.80 cents (2016: 8.45 cents). 
 
The Directors understand the importance of dividend payments to Shareholders 
and, reflecting the 
 
confidence that the Directors have in the benefits of the Acquisition, it is 
intended that, following 
 
Completion of the Acquisition, the Elementis Group will maintain its existing 
dividend policy (after 
 
rebasing for the bonus element of the Rights Issue), underpinned by the strong 
cash generation and future prospects of the Enlarged Group. The New Ordinary 
Shares, when issued and fully paid, will rank pari passu in all respects with 
the Existing Ordinary Shares, including the right to receive 
 
dividends. The New Ordinary Shares will not be eligible for the interim 
dividend of 2.95 cents per 
 
Ordinary Share announced by the Company on 31 July 2018. 
 
The Directors remain, therefore, committed to the dividend policy outlined at 
the 2017 annual results, namely a progressive ordinary dividend, normally with 
dividend cover of at least two times adjusted earnings and to seek to make 
additional returns when leverage falls below one times EBITDA. Since the 
SummitReheis acquisition, Elementis has reduced its leverage ratio while also 
continuing to invest and grow its annual ordinary dividend. Consequently, the 
Directors are confident in the Enlarged Group's ability to grow ordinary 
dividends and reduce leverage. 
 
7. Current trading, trends and prospects 
 
7.1 Elementis 
 
In the period since 30 June 2018, the Elementis Group has continued to trade in 
line with management expectations. As stated in the Elementis interim results 
announcement on 31 July 2018, the Directors see significant potential for 
Elementis. The management team is focused on the delivery of the Reignite 
Growth strategy and are building financial and strategic momentum. Elementis is 
on track and confident of making further progress in 2018. 
 
The Directors aspire for the Elementis Group following the Acquisition to 
return to 2017 levels of return on operating capital employed (defined as 
operating profit after adjusting items divided by operating capital employed, 
expressed as a percentage) by 2020. 
 
7.2 Mondo 
 
In the period since 30 June 2018, the Mondo Group has continued to trade in 
line with management expectations. The Directors expect the Mondo Group's 
revenue for the year ending 31 December 2018 to increase by approximately 15% 
as compared to the year ended 31 December 2017, driven primarily by gains with 
existing customers (including as a result of expanding to new geographies with 
existing customers and new product innovations such as low oil absorption and 
heat treated talc), gains with new customers (including as a result of first 
volumes with new plastics customers, new formulations for new coatings 
customers, and food, cosmetics and drug excipients for new life science 
customers) and growth from other mineral co-products (including as a result of 
nickel concentrate sales and improvement of floatation yields). 
 
Over the medium term, the Directors expect the Mondo Group's revenue to 
increase by approximately 5-7% per annum, excluding the impact of expected 
synergies. The Directors expect the Mondo Group's adjusted EBITDA margin to be 
driven over the medium term by a number of factors, including continuation of 
the positive product mix shift toward industrial talc, fixed costs (excluding 
the impact of expected synergies) growing at a slower rate than revenue and the 
realisation of modest cost synergies. Over the medium term, the Directors 
expect the Mondo Group to have approximately EUR10-11 million of recurring 
capital expenditure per annum and an effective tax rate in the low 20s(%). 
 
8. Principal Terms of the Acquisition 
 
On 13 August 2018, Elementis, Elementis Holdings Limited (the "Purchaser") and 
the Seller entered into a sale and purchase agreement in connection with the 
acquisition of the entire issued share capital of Mondo. On 11 September 2018, 
the Purchaser and the Seller agreed to revise the terms of the Acquisition, 
which now value Mondo at $500 million on a cash free, debt free basis. In 
addition, up to EUR45.7 million ($53.0 million) in earn-out payments will be 
payable following Completion, subject to the achievement of the Earn-Out 
Adjusted EBITDA thresholds over a three financial year period ending on 31 
December 2020 and certain reduction (based on the performance in the first and 
second financial year periods) and carry forward (based on the performance in 
the second and third financial year periods) features (the "Earn-Out 
Consideration"). 
 
The following table shows the Earn-Out Consideration for 2018, 2019 and 2020 
based on each year's Earn-Out Adjusted EBITDA, together with the percentage 
growth relative to 2017 adjusted EBITDA (and on the basis that no reduction or 
carry forward features apply). 
 
 
                                                   2018 Earn-Out Adjusted EBITDA 
                                                   ($m) 
 
 
                                                   47.0    48.0    49.0    50.0 
 
Earn-out Consideration ($m)......................    0.0     1.0     2.0     3.0 
 
% increase vs. 2017 adjusted EBITDA......            30%     33%     36%     38% 
 
 
 
                                         2019 Earn-Out Adjusted EBITDA ($m) 
 
 
                                   51.0    52.0    53.0    54.0    55.0    56.0 
 
Earn-out Consideration               0.0     5.0    10.0    15.0    20.0    25.0 
($m)...................... 
 
% increase vs. 2017 adjusted         41%     44%     47%     49%     52%     55% 
EBITDA...... 
 
                                         2020 Earn-Out Adjusted EBITDA ($m) 
 
 
                                   58.0    59.0    60.0    61.0    62.0    63.0 
 
Earn-out Consideration               0.0     5.0    10.0    15.0    20.0    25.0 
($m)...................... 
 
% increase vs. 2017 adjusted         61%     63%     66%     69%     72%     74% 
EBITDA...... 
 
Under the terms of the Sale and Purchase Agreement, and subject to certain 
conditions, the entire issued share capital of Mondo shall transfer to 
Elementis Holdings Limited at Completion. 
 
Completion of the Acquisition is conditional upon: 
 
  * the approval of the Acquisition (as a Class 1 transaction under the Listing 
    Rules) by Shareholders 
 
  * passing an ordinary resolution at a general meeting; and 
 
  * the approval of the relevant anti-trust authorities in Brazil and Germany 
    having been obtained; 
 
The approval of the anti-trust authorities in Brazil and Germany was obtained 
on 8 August 2018 and 25 July 2018, respectively. 
 
9. Principal terms of the Rights Issue 
 
Elementis is proposing to raise proceeds of approximately $230 million (GBP176.4 
million) from the Rights Issue which will be used to fund part of the cash 
consideration for the Acquisition. The Rights Issue will comprise the issue of 
116,044,829 New Ordinary Shares (representing approximately 25% of the existing 
issued share capital of the Company and, assuming no additional shares are 
issued by the Company prior to completion of the Rights Issue, approximately 
20% of the enlarged issued share capital immediately following completion of 
the Rights Issue) through a 1 for 4 Rights Issue at 152.0 pence per New 
Ordinary Share. Dealings in the New Ordinary Shares (nil-paid) are expected to 
commence at 8.00 a.m. on 4 October 2018, the first trading day after the 
approval of the Acquisition by Shareholders at the General Meeting. 
 
The Rights Issue is to be made at 152.0 pence per New Ordinary Share, payable 
in full on acceptance by no later than 11.00 a.m. on 18 October 2018. The 
Rights Issue Price represents a 34.7% discount to the theoretical ex-Rights 
price based on the closing middle-market price of 252.8 pence per Ordinary 
Share on 10 September 2018. 
 
Pursuant to the Rights Issue, the Company is proposing to offer up to 
116,044,829 New Ordinary Shares to Qualifying Shareholders other than, subject 
to certain exceptions, Qualifying Shareholders resident or with registered 
addresses in the United States or any of the Excluded Territories. The Rights 
Issue will be made on the basis of 1 New Ordinary Share at 152.0 pence per New 
Ordinary Share for every 4 Existing Ordinary Shares held by such Qualifying 
Shareholders at the close of business on the Record Date. Entitlements to New 

Ordinary Shares will be rounded down to the nearest whole number and fractional 
entitlements will not be allotted to Shareholders and will be disregarded. 
 
The New Ordinary Shares, when issued and fully paid, will rank pari passu in 
all respects with the Existing Ordinary Shares, including the right to receive 
dividends or distributions made, paid or declared after the date of issue of 
the New Ordinary Shares. The New Ordinary Shares will not be eligible for the 
interim dividend of 2.95 cents per Ordinary Share announced by the Company on 
31 July 2018. 
 
The New Ordinary Shares to be issued pursuant to the Rights Issue are 
underwritten by UBS and HSBC pursuant to the underwriting agreement entered 
into between Elementis, UBS and HSBC dated 11 September 2018 (the "Underwriting 
Agreement"). 
 
The Rights Issue is conditional upon, inter alia: 
 
  * the Sale and Purchase Agreement not having been terminated and none of the 
    conditions precedent to Completion set out therein having become incapable 
    of satisfaction prior to admission of the New Ordinary Shares, nil paid, to 
    the premium listing segment of the Official List and to trading on the 
    London Stock Exchange's main market for listed securities ("Admission"); 
 
  * the passing of the Resolution; 
 
  * the Underwriting Agreement not having been terminated prior to becoming 
    unconditional; and 
 
  * Admission occurring by no later than 8.00 a.m. on 4 October 2018 or such 
    later time and/or date as may be agreed between the Company and the 
    Underwriters, not being later than 8.00 a.m. on 18 October 2018. 
 
Elementis can give notice that it wishes to terminate the Sale and Purchase 
Agreement prior to completion of the Acquisition if certain conditions, as 
detailed within the Sale and Purchase Agreement, are not satisfied. It is 
therefore possible that the Rights Issue could proceed but the Acquisition does 
not. If that situation were to arise, the Directors would seek to return some 
or all of the net proceeds of the Rights Issue to investors in a timely and 
tax-efficient manner, use the net proceeds of the Rights Issue to repay 
existing indebtedness of the Elementis Group or for general corporate purposes, 
or a combination thereof. 
 
Applications will be made to the UKLA for the New Ordinary Shares to be 
admitted to the premium listing segment of the Official List and to the London 
Stock Exchange for the New Ordinary Shares to be admitted to trading on the 
London Stock Exchange's main market for listed securities. It is expected that 
Admission will become effective and that dealings in the New Ordinary Shares, 
nil paid, will commence by 8.00 a.m. on 4 October 2018 and in the New Ordinary 
Shares, fully paid, by 8.00 a.m. on 19 October 2018. 
 
10. Overseas Shareholders 
 
New Ordinary Shares will be provisionally allotted (nil paid) to all Qualifying 
Shareholders on the register at the Record Date, including Overseas 
Shareholders. However, subject to certain exceptions, Provisional Allotment 
Letters will not be sent to Qualifying Non-CREST Shareholders resident or with 
registered addresses in the United States or any of the Excluded Territories, 
nor will the CREST stock account of Qualifying CREST Shareholders resident or 
with registered addresses in the United States or any of the Excluded 
Territories be credited. 
 
The Company reserves the right to permit any Shareholder on the register at the 
Record Date to take up his rights if the Company in its sole and absolute 
discretion is satisfied that the transaction in question will not violate 
applicable laws 
 
Shareholders who have registered addresses outside the United Kingdom, or who 
are citizens or residents of or located in countries other than the United 
Kingdom, should carefully consider the information in paragraph 7 of Part X 
(Terms and Conditions of the Rights Issue) of the Prospectus, when published. 
 
11. Expected timetable - principal events(1)(2) 
 
Announcement of the revised terms of the Acquisition and the Rights                         11 September 2018 
Issue.............................................................. 
 
Publication of the Circular and the Prospectus.....................                         11 September 2018 
 
Record date for entitlements under the Rights Issue............                   6.00 p.m. on 1 October 2018 
 
General                                                                          10.00 a.m. on 3 October 2018 
Meeting................................................................. 
 
Admission and dealings in New Ordinary Shares, nil paid, commence                 8.00 a.m. on 4 October 2018 
trading on the London Stock Exchange........... 
 
Latest time and date for acceptance and payment in full for the New             11.00 a.m. on 18 October 2018 
Ordinary Shares................................................. 
 
Dealings in New Ordinary Shares, fully paid, commence on the London              8.00 a.m. on 19 October 2018 
Stock Exchange............................................. 
 
Date of                                                                   1. October 2018 
Completion............................................................. 
 
 1. The times and dates set out in the expected timetable of principal events 
    above and mentioned throughout the Circular and the Prospectus, by 
    announcement through a Regulatory Information Service may be adjusted by 
    the Company, in which event details of the new dates will be notified to 
    the UKLA and to the London Stock Exchange and, where appropriate, to 
    Shareholders. 
 
 2. References to times in this announcement are to London time unless 
    otherwise stated. 
 
    12. Definitions 
 
    The following definitions shall apply in this announcement unless the 
    context requires otherwise: 
 
"Acquisition"          the proposed acquisition of the entire issued share capital of Mondo by the 
                       Elementis Group 
 
"Admission"            the admission of the New Ordinary Shares, nil paid, to the premium listing 
                       segment of the Official List and to trading on the London Stock Exchange's main 
                       market for listed securities 
 
"Amendment Agreement"  the amendment agreement dated 11 September 2018 between the Seller, the 
                       Purchaser and Elementis for the amendment to the terms of the Sale and Purchase 
                       Agreement 
 
"Circular"             the circular expected to be published by Elementis on 11 September 2018, 
                       containing the Notice of General Meeting 
 
"Company" or           Elementis plc, a company registered in England and Wales with registered number 
"Elementis"            03299608 
 
"Completion"           Completion of the Acquisition 
 
"CREST"                the system of paperless settlement of trades in securities and the holding of 
                       uncertificated securities operated by Euroclear in accordance with the 
                       Uncertificated Securities Regulations 2001, as amended 
 
"Earn-Out Adjusted     the EBITDA thresholds for the Earn-Out Consideration, as defined in the Sale 
EBITDA"                and Purchase Agreement 
 
"Earn-Out              the earn-out consideration payable to the Seller in accordance with the terms 
Consideration"         of the Sale and Purchase Agreement, subject to the achievement of certain 
                       performance targets as set out in the Sale and Purchase Agreement 
 
"Elementis Group"      Elementis plc and its subsidiary undertakings (as defined in the Companies 
                       Act), from time to time 
 
"Equity Bridge"        a term loan for $230 million made available to the Borrower pursuant to the 
                       Equity Bridge Agreement 
 
"Equity Bridge         an equity bridge facility agreement dated 11 September 2018 between Elementis 
Agreement"             Holdings Limited as original borrower and original guarantor and Elementis, 
                       Elementis UK Limited, Elementis Chromium Inc., Elementis Specialties, Inc., 
                       Elementis US Holdings Inc. and Elementis SRL, Inc. as original guarantors, and 
                       HSBC Bank plc 
 
"Enlarged Group"       the Elementis Group plus the Mondo Group, following Completion or, if the 
                       Acquisition does not complete, the Elementis Group (as the context requires) 
 
"Euroclear"            Euroclear UK & Ireland Limited, the operator of CREST 
 
"Excluded Territories" Australia, Canada, New Zealand, Japan, South Africa and any other jurisdiction 
                       where the extension or availability of the Rights Issue (and any other 
                       transaction contemplated thereby) would breach any applicable law or regulation 
 
"Existing Ordinary     the Ordinary Shares in issue as at the date of this announcement 
Shares" 
 
"Facilities Agreement" a facilities agreement dated 11 September 2018 entered into between, amongst 
                       others, Elementis Holdings Limited and Elementis US Holdings Inc. as original 
                       borrowers and original guarantors, Elementis plc, Elementis UK Limited, 
                       Elementis Chromium Inc., Elementis Specialties, Inc. and Elementis SRL, Inc. as 
                       original guarantors, and Commerzbank Finance & Covered Bond S.A. as agent 
 
"FSMA"                 the Financial Services and Markets Act 2000, as amended 
 
"Fully Paid Rights"    rights to acquire the New Ordinary Shares, fully paid 
 
"General Meeting"      the general meeting of the Company proposed to be held at The Montcalm Royal 
                       London House, 22-25 Finsbury Square, London EC2A 1DX at 10.00 a.m. on 3 October 
                       2018 to approve the Resolution, the notice of which is contained in the 
                       Circular, or any adjournment thereof 
 
"HSBC"                 HSBC Bank plc 
 
"London Stock          London Stock Exchange plc 
Exchange" 
 

"Mondo"                Mondo Minerals Holding B.V. 
 
"Mondo Group"          Mondo and its subsidiary undertakings (as defined in the Companies Act), from 
                       time to time 
 
"New Ordinary Shares"  the new Ordinary Shares to be issued by the Company pursuant to the Rights 
                       Issue 
 
"Nil Paid Rights"      New Ordinary Shares in nil paid form provisionally allotted to Qualifying 
                       Shareholders pursuant to the Rights Issue 
 
"Notice of General     the notice of a General Meeting of the Company appended to the Circular 
Meeting" 
 
"Overseas              Shareholders who are resident in, ordinarily resident in, or citizens of, 
Shareholders"          jurisdictions outside the United Kingdom 
 
"Provisional Allotment the provisional allotment letter to be issued to Qualifying Non-CREST 
Letter"                Shareholders 
 
"Qualifying CREST      Qualifying Shareholders holding Ordinary Shares on the register of members of 
Shareholders"          the Company on the Record Date which are in uncertified form 
 
"Qualifying Non-CREST  Qualifying Shareholders holding Ordinary Shares on the register of members of 
Shareholders"          the Company on the Record Date which are in certified form 
 
"Qualifying            holders of Ordinary Shares who are on the Company's register of members at the 
Shareholders"          Record Date 
 
"Regulatory            a regulatory information service that is approved by the FCA and that is on the 
Information "Service"  list of regulatory information services maintained by the FCA 
 
"Resolution"           the resolution to be proposed at the General Meeting in connection with the 
                       Acquisition 
 
"Revolving Facility"   a $375 million multi-currency revolving credit facility made available under 
                       the Facilities Agreement 
 
"Rights"               the Nil Paid Rights or the Fully Paid Rights (or both) as the context may 
                       require 
 
"Rights Issue"         the offer by the Company by way of rights to Qualifying Shareholders to acquire 
                       New Ordinary Shares 
 
"Rights Issue Price"   152.0 pence per New Ordinary Share 
or "Issue Price" 
 
"Sale and Purchase     the sale and purchase agreement dated 13 August 2018 between the Seller, the 
Agreement"             Purchaser and Elementis for the acquisition of the entire issued share capital 
                       of Mondo as amended by the Amendment Agreement 
 
"Securities Act"       the US Securities Act of 1933 
 
"Seller"               Advent Mondo (Luxembourg) S.à r.l. 
 
"Shareholders"         holders of the Ordinary Shares from time to time 
 
"Term Facility"        a $400 million term loan facility (which is split into a $200 million US dollar 
                       denominated tranche and a EUR172 million euro denominated tranche) made available 
                       under the Facilities Agreement 
 
"UBS"                  UBS Limited 
 
"UK Listing Authority" the FCA when it is exercising its powers under Part 6 of FSMA 
or "UKLA" 
 
"Underwriters"         UBS and HSBC 
 
"Underwriting          the underwriting and sponsor agreement dated 11 September 2018 between the 
Agreement"             Company and the Underwriters 
 
"United Kingdom" or    the United Kingdom of Great Britain and Northern Ireland 
"UK" 
 
"United States" or     the United States of America, its territories and possessions, any state of the 
"US"                   United States of America and the District of 
                       Columbia 
 
 
 
END 
 

(END) Dow Jones Newswires

September 11, 2018 02:01 ET (06:01 GMT)