FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Issuer
pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the period 19 December, 2005
Cookson Group plc
265 Strand, London, WC2R 1BD
[Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or Form 40-F]
Form 20-F X Form 40-F
[Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934.]
Yes No X
[If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-]
Exhibit Index
Exhibit No.1 - Holding(s) in Company dated 19 December 2005
Exhibit No.2 - Holding(s) in Company dated 19 December 2005
Exhibit No.3 - SEC Deregistration/EGM Notice dated 19 December 2005
Exhibit No.1
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
COOKSON GROUP PLC
2) Name of shareholder having a major interest
BRITEL FUND TRUSTEES LIMITED
3) Please state whether notification indicates that it is in respect of
holding of the shareholder named in 2 above or in respect of a
non-beneficial interest or in the case of an individual holder if it is a
holding of that person's spouse or children under the age of 18
AS ABOVE
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them
BRITEL FUND NOMINEES LTD (335,093 SHARES)
CHASE NOMINEES LTD (8,289,341 SHARES)
5) Number of shares/amount of stock acquired
N/A
6) Percentage of issued class
N/A
7) Number of shares/amount of stock disposed
NOT DISCLOSED
8) Percentage of issued class
NOT DISCLOSED
9) Class of security
ORDINARY SHARES OF 10 PENCE EACH
10) Date of transaction
15 DECEMBER 2005
11) Date company informed
16 DECEMBER 2005
12) Total holding following this notification
8,624,434 SHARES
13) Total percentage holding of issued class following this notification
4.53%
14) Any additional information
15) Name of contact and telephone number for queries
RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC
- 020 7061 6565
16) Name and signature of authorised company official responsible for
making this notification
RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC
Date of notification: 19 DECEMBER 2005
Exhibit No.2
SCHEDULE 10
NOTIFICATION OF MAJOR INTERESTS IN SHARES
1) Name of company
COOKSON GROUP PLC
2) Name of shareholder having a major interest
Hermes Focus Asset Management Limited and Hermes SLP Limited
3) Please state whether notification indicates that it is in respect of
holding of the shareholder named in 2 above or in respect of a
non-beneficial interest or in the case of an individual holder if it is a
holding of that person's spouse or children under the age of 18
AS ABOVE
4) Name of the registered holder(s) and, if more than one holder, the
number of shares held by each of them
CHASE NOMINEES LTD (5,357,118 SHARES)
5) Number of shares/amount of stock acquired
N/A
6) Percentage of issued class
N/A
7) Number of shares/amount of stock disposed
NOT DISCLOSED
8) Percentage of issued class
NOT DISCLOSED
9) Class of security
ORDINARY SHARES OF 10 PENCE EACH
10) Date of transaction
15 DECEMBER 2005
11) Date company informed
16 DECEMBER 2005
12) Total holding following this notification
5,357,118 SHARES (HERMES FOCUS ASSET MANAGEMENT LIMITED AND HERMES SLP LIMITED
ONLY)
13) Total percentage holding of issued class following this notification
2.82% (HERMES FOCUS ASSET MANAGEMENT LIMITED AND HERMES SLP LIMITED ONLY)
14) Any additional information
Hermes SLP Limited is only one of the partners of the various partnerships
managed by Hermes Focus Asset Management Limited. Hermes Focus Asset Management
Limited is in turn a subsidiary of BriTel Fund Trustees Limited.
15) Name of contact and telephone number for queries
RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC
- 020 7061 6565
16) Name and signature of authorised company official responsible for
making this notification
RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC
Date of notification: 19 DECEMBER 2005
Exhibit No.3
19 December 2005
Cookson announces intention to terminate
SEC Registration and effect Capital Reduction - Update
On 17 October 2005, Cookson Group plc ("Cookson" or the "Company") announced its
intention to seek shareholder approval at an Extraordinary General Meeting
("EGM") to:
- amend its Articles of Association to allow the Directors to require its US
resident shareholders to sell their shares in order to terminate
registration of its ordinary shares ("De-registration") with the US
Securities and Exchange Commission ("SEC"); and
- to effect a reduction of its share capital by:
- cancelling all of the deferred shares of 49 pence each, as the Company
had undertaken to do at the time of its rights issue in 2002 (at which
time such shares were created), in order to create a more efficient
capital structure; and
- cancelling the share premium account of the Company to create
additional reserves for the Group going forwards.
The necessary preparatory steps have now been undertaken and Cookson is today
posting a circular to its shareholders explaining the proposed amendments to its
Articles of Association and the other matters outlined above and convening the
EGM (the "Circular"). The EGM will be held on 12 January 2006. Assuming
shareholders approve the proposed amendments to the Company's Articles of
Association, the Board intends to start the procedures required to effect any
necessary transfer of shares held by US residents immediately thereafter. It is
the Board's expectation that the SEC conditions required to be satisfied in
order to apply for De-registration will have been met during the first quarter
of 2006.
In connection with the above, copies of the Circular and a Form of Proxy
relating to the EGM will shortly be available for inspection at the UK Listing
Authority's Document Viewing Facility, which is situated at:
The Financial Services Authority
25 The North Colonnade
Canary Wharf
London
E14 5HS
Tel. no. + 44 (0) 20 7066 8224
Enquiries:
Richard Malthouse, Group Secretary Tel: + 44 (0) 20 7061 6500
About Cookson Group plc
Cookson Group plc is a leading materials science company which provides
materials, processes and services to customers worldwide. The Group's operations
are formed into three divisions - Ceramics, Electronics and Precious Metals. The
Ceramics division is the world leader in the supply of advanced flow control and
refractory products and systems to the iron and steel industry and is also a
leading supplier of refractory lining materials for iron and steelmaking and
other industrial processes. The Electronics division is a leading manufacturer
and supplier of materials and services to the electronics industry, primarily
serving fabricators and assemblers of printed circuit boards, assemblers of
semiconductor packaging and the electrical and industrial markets. The Precious
Metals division is a leading supplier to the jewellery industry of fabricated
precious metals products.
Headquartered in London, Cookson employs some 16,000 people in more than 35
countries and sells its products in over 100 countries.
Cookson Group plc
265 Strand
London WC2R 1DB
Tel: +44 (0) 20 7061 6500
Fax: + 44 (0) 20 7061 6600
www.cooksongroup.co.uk
SIGNATURE
Cookson Group plc
By:________________
Rachel Fell
Assistant Company Secretary
Date: 19 December 2005