Scheme of arrangement

RNS Number:3405R
Foseco PLC
01 April 2008




           RECOMMENDED ACQUISITION OF FOSECO PLC BY COOKSON GROUP PLC

                    COURT SANCTION OF SCHEME OF ARRANGEMENT


Foseco is pleased to announce that, following receipt of approval from Foseco's
shareholders on 10 March 2008 and Cookson's shareholders on 11 March 2008, the
High Court has today sanctioned the Scheme of Arrangement by which the
Acquisition is to be effected.

The hearing seeking confirmation by the High Court of the Reduction of Capital
associated with the Scheme is due to take place on 3 April 2008.

As previously announced, the Scheme is expected to become effective on 4 April
2008. Accordingly, it is expected that trading in Foseco Shares on the London
Stock Exchange's market for listed securities will be suspended with effect from
the close of business on 3 April 2008 and that Foseco Shares will be de-listed
at 8.00 a.m. on 4 April 2008. On the basis of this timetable, under the terms of
the Scheme, Shareholders on the register of members of Foseco as at the Scheme
Record Time (being 6.00 p.m. on 3 April 2008) will receive 295 pence in cash for
each Foseco Share held. The latest date for despatch of cheques and crediting of
CREST accounts for the cash consideration due under the Scheme is expected to be
18 April 2008.

Terms defined in the circular to shareholders relating to the Acquisition dated
8 November 2007 shall have the same meanings in this announcement.


ENQUIRIES:

Gavin Anderson & Company
Robert Speed / Deborah Walter                 Tel: [phone]

                                               
Greenhill is acting exclusively for Foseco and for no-one else in connection
with the Acquisition and will not be responsible to anyone other than Foseco for
providing the protections afforded to clients of Greenhill or for providing
advice in relation to the Acquisition or any other matters referred to in this
announcement.

The distribution of this announcement in jurisdictions other than the UK may be
restricted by law and, therefore, any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about, and observe, any
applicable requirements. Any failure to comply with the applicable restrictions
may constitute a violation of the securities laws of any such jurisdiction. This
announcement has been prepared for the purpose of complying with English law and
regulatory requirements and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the UK.

Dealing disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes,
"interested" (directly or indirectly) in 1 per cent. or more of any class of
"relevant securities" of Foseco, all "dealings" in any "relevant securities" of
Foseco (including by means of an option in respect of, or a derivative
referenced to, any such "relevant securities") must be publicly disclosed by no
later than 3.30 p.m. (London time) on the London Business Day following the date
of the relevant transaction. This requirement will continue until the date on
which the Scheme becomes effective, lapses or is otherwise withdrawn or on which
the "offer period" otherwise ends. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire an
"interest" in "relevant securities" of Foseco, they will be deemed to be a
single person for the purpose of Rule 8.3.

Under the provisions of Rule 8.1 of the City Code, all "dealings" in "relevant
securities" of Foseco by Cookson or Foseco, or by any of their respective
"associates", must be disclosed by no later than 12.00 noon (London time) on the
London Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities in
issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

"Interests in securities" arise, in summary, when a person has long economic
exposure, whether conditional or absolute, to changes in the price of
securities. In particular, a person will be treated as having an "interest" by
virtue of the ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found
on the Panel's website. If you are in any doubt as to whether or not you are
required to disclose a "dealing" under Rule 8, you should consult the Panel.






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