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 12/JANUARY/2006
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 20th December 2005
Exhibit No.2 - Holding(s) in Company dated 20th December 2005
Exhibit No.3 - Additional Listing dated 29th December 2005
Exhibit No.4 - Disposal dated 3rd January 2006
Exhibit No.5 - Blocklisting Interim Review dated 4th January 2006
Exhibit No.6 - Holding(s) in Company dated 6th January 2006
Exhibit No.7 - Fourth Quarter Trading Update dated 10th January 2006
Exhibit No.8 - Result of EGM dated 12th January 2006
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
STANDARD LIFE GROUP
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
VIDACOS NOMINEES
5) Number of shares/amount of stock acquired
659,219
6) Percentage of issued class
0.35%
7) Number of shares/amount of stock disposed
N/A
8) Percentage of issued class
N/A
9) Class of security
ORDINARY SHARES OF 10 PENCE EACH
10) Date of transaction
16 DECEMBER 2005
11) Date company informed
19 DECEMBER 2005
12) Total holding following this notification
28,654,950 SHARES
13) Total percentage holding of issued class following this notification
15.05%
14) Any additional information
N/A
15) Name of contact and telephone number for queries
RACHEL BENJAMIN, COMPANY SECRETARIAL ASSISTANT, COOKSON GROUP PLC -
TEL: 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: 20 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
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 (6,929,047 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
19 DECEMBER 2005
11) Date company informed
20 DECEMBER 2005
12) Total holding following this notification
7,264,140 SHARES
13) Total percentage holding of issued class following this notification
3.82%
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: 20 DECEMBER 2005
Exhibit No.3
29 December 2005
Cookson Group plc - Additional Listing
Application has been made to The UK Listing Authority and the London Stock
Exchange for block listings totalling 5,500,000 Ordinary shares of 10p each to
trade on the London Stock Exchange and to be admitted to the Official List upon
issuance. The shares shall rank pari passu with the existing issued shares of
the Company.
The Block listings consist of 4,000,000 shares to be issued under the Cookson
Group Executive Share Option Scheme and 1,500,000 shares to be issued under the
Cookson Employee Share Savings Schemes.
Cookson Group plc
265 Strand
London WC2R 1DB
Tel: +44 (0) 20 7061 6500
Fax: +44 (0) 20 7061 6600
Web: www.cooksongroup.co.uk
Exhibit No.4
3 January 2006
COOKSON GROUP PLC
SALE OF SPECIALTY COATING SYSTEMS ("SCS") FOR $55.5M
GBP100M DISPOSALS PROCEEDS TARGET NOW ACHIEVED
Cookson Group plc ("Cookson"), the leading materials science company, announces
that on 31 December 2005 it sold SCS, a business which forms part of the
Assembly Materials sector of Cookson's Electronics division, to Bunker Hill
Capital for US$55.5 million (GBP32.3 million*). The consideration was satisfied
by way of an immediate cash payment of US$54.0 million (GBP31.4 million*), with
an additional US$1.5 million (GBP0.9 million*) to be paid upon closing of the
sale of the SCS China business in early 2006. The consideration will be subject
to completion balance sheet adjustments in respect of working capital and
capital expenditure, which are not expected to be material.
The sale of SCS is part of Cookson's strategy of achieving progressive debt
reduction through, in part, non-core business disposals, and brings the proceeds
from disposals agreed in 2005 up to the GBP100 million targeted by the end of
2006.
SCS comprises a group of companies and business assets with its main operations
in the USA, Europe and Asia-Pacific. Its primary business is the service
application of a specialty conformal coating product principally for use in
automotive, electronic and medical applications.
On an International Financial Reporting Standards ("IFRS") basis, for the year
ended 31 December 2004, SCS generated a trading profit** of GBP4.3 million on
revenue of GBP19 million. As at 31 December 2004, SCS had gross assets of GBP18
million and gross liabilities of GBP2 million. For the six months ended 30 June
2005, SCS generated a trading profit** of GBP2.1 million on revenue of GBP9
million. As at 30 June 2005, SCS had gross assets of GBP19 million and gross
liabilities of GBP2 million and employed 285 people.
The net cash proceeds from the sale will strengthen Cookson's balance sheet and
provide greater financial flexibility. Additionally, Cookson will consider
making advanced payments into its UK pension scheme to reduce the existing
deficit.
In January 2005, Cookson announced a target of raising over GBP100 million from
disposal proceeds by the end of 2006. In the six month period to 30 June 2005,
proceeds from disposals totalled GBP13 million. Furthermore, on 15 December it
was announced that a conditional agreement had been entered into to sell
Cookson's Laminates business for US$91 million (GBP53 million*). On completion
of that disposal (expected in February 2006) together with some further property
disposals completed recently and including the proceeds from this transaction,
Cookson will have generated disposal proceeds of over GBP100 million.
Commenting on the sale of SCS, Nick Salmon, Chief Executive of Cookson Group
plc, said:
"SCS is a good quality business, as reflected in the price achieved. However, it
does not fit strategically with our core electronics business, and the sale
represents further significant progress in terms of our strategy of progressive
debt reduction. Following the recent announcement regarding the sale of our
Laminates business, this deal means we have achieved our strategic goal of
raising GBP100 million through disposals, a year ahead of schedule.
"Our strategic plan also involves achieving significant improvements in
profitability, and our third quarter trading update in early November
demonstrated that we are making solid progress in this regard as well."
Shareholder/analyst enquiries:
Nick Salmon, Chief Executive Cookson Group plc
Mike Butterworth, Group Finance Director Tel: + 44 (0)20 7061 6500
Isabel Vilela, Investor Relations Manager
Media enquiries:
John Olsen Hogarth Partnership
Tel: +44 (0)20 7357 9477
Notes:
* translated at an exchange rate of US$1.718/GBP1
** trading profit consists of profit from operations before central Group and
Divisional cost allocations, rationalisation costs, amortisation and impairment
of intangible assets and profit/(loss) relating to fixed assets
Note to editors:
In January 2005, Cookson announced its strategy which focuses on performance
enhancement, debt reduction and the disposal of non-core activities.
Cookson's objectives include improving profitability, with targeted return on
sales by 2007 of 10% in both the Ceramics and Electronics divisions and a return
on net sales value (i.e. excluding the precious metals content) of 15% for the
Precious Metals division. Cookson also plans to reduce total debt significantly
over the next 2-3 years. This will be achieved through a combination of strong
operational cash flow - from improved profitability and working capital
management - and a disposal programme which will raise over GBP100 million from
the sale of a number of non-core activities and assets by the end of 2006. In
addition, Cookson intends to resume a sustainable dividend payment as soon as
possible with dividends funded from free cash flow.
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 specialist ceramics products and refractory linings to the
steel, glass, foundry and other industries.
The Electronics division is a leading supplier of materials and services to
fabricators and assemblers of printed circuit boards and semiconductor packaging
and to industrial markets including automotive and construction.
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.
Exhibit No.5
BLOCK LISTING SIX MONTHLY RETURN
Date: 4 January 2006
Name of applicant: Cookson Group plc
Name of scheme: Cookson Group US Stock Purchase Plan
Period of return: From: 01/07/2005 To: 31/12/2005
Balance under scheme from previous return: 448,379 Ordinary 10p Shares
The amount by which the block scheme has been increased, if the -
scheme has been increased since the date of the last return:
Number of securities issued/allotted under scheme during period: 0
Balance under scheme not yet issued/allotted at end of period 448,379 Ordinary 10p Shares
Number and class of securities originally listed and the date of 2,500,000 Ordinary 1p Shares (January 2004)
admission 2,500,000 Ordinary 1p Shares (January 2005)
448,379 Ordinary 10p Shares (May 2005)
Total number of securities in issue at the end of the period 190,350,294 Ordinary 10p Shares
Name of contact: Rachel Fell
Address of contact: Cookson Group plc
265 Strand
London WC1R 1DB
Telephone number of contact: 020 7061 6562
Name of person making return: Rachel S Fell, Deputy Secretary, Cookson Group plc
BLOCK LISTING SIX MONTHLY RETURN
Date: 4 January 2006
Name of applicant: Cookson Group plc
Name of scheme: Cookson Group Executive Share Option Schemes
Period of return: From: 01/07/2005 To: 31/12/2005
Balance under scheme from previous return: 185,778 Ordinary 10p Shares
The amount by which the block scheme has been increased, if the 4,000,000 Ordinary 10p Shares
scheme has been increased since the date of the last return:
Number of securities issued/allotted under scheme during period: 112,334 Ordinary 10p Shares
Balance under scheme not yet issued/allotted at end of period 4,073,444 Ordinary 10p Shares
Number and class of securities originally listed and the date of 3,500,000 Ordinary 1p Shares (March 1998)
admission 2,500,000 Ordinary 1p Shares (January 2005)
185,778 Ordinary 10p Shares (May 2005)
4,000,000 Ordinary 10p Shares (December 2005)
Total number of securities in issue at the end of the period 190,350,294 Ordinary 10p Shares
Name of contact: Rachel Fell
Address of contact: Cookson Group plc
265 Strand
London WC1R 1DB
Telephone number of contact: 020 7061 6562
Name of person making return: Rachel S Fell, Deputy Secretary, Cookson Group plc
BLOCK LISTING SIX MONTHLY RETURN
Date: 4 January 2006
Name of applicant: Cookson Group plc
Name of scheme: Cookson Employee Share Savings Scheme
Period of return: From: 01/07/2005 To: 31/12/2005
Balance under scheme from previous return: 290,612 Ordinary 10p Shares
The amount by which the block scheme has been increased, if the 1,500,000 Ordinary 10p Shares
scheme has been increased since the date of the last return:
Number of securities issued/allotted under scheme during period: 555,121 Ordinary 10p Shares
Balance under scheme not yet issued/allotted at end of period 1,235,491 Ordinary 10p Shares
Number and class of securities originally listed and the date of 1,500,000 Ordinary 1p Shares (February 1996)
admission 2,500,000 Ordinary 1p Shares (January 2005)
290,612 Ordinary 10p Shares (May 2005)
1,500,000 Ordinary 10p Shares (December 2005)
Total number of securities in issue at the end of the period 190,350,294 Ordinary 10p Shares
Name of contact: Rachel Fell
Address of contact: Cookson Group plc
265 Strand
London WC1R 1DB
Telephone number of contact: 020 7061 6562
Name of person making return: Rachel S Fell, Deputy Secretary, Cookson Group plc
Exhibit No.6
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 (5,371,457 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
4 JANUARY 2006
11) Date company informed
5 JANUARY 2006
12) Total holding following this notification
5,706,550 SHARES
13) Total percentage holding of issued class following this notification
2.997%
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: 6 JANUARY 2006
Exhibit No.7
10 January 2006
COOKSON GROUP plc - FOURTH QUARTER TRADING UPDATE
Cookson Group plc ("Cookson"), the leading materials science company, is issuing
this trading update ahead of its full year results for 2005, scheduled for
announcement on 14 March 2006.
Fourth Quarter Highlights:
o Better than expected trading performance from the Ceramics and Electronics
divisions; Precious Metals division's weak trading continued
o Disposal proceeds target of GBP100 million reached ahead of schedule
o Recently announced disposals:
- Disposal of Laminates business for US$91 million (GBP53 million*)
- Disposal of SCS for US$55 million (GBP32 million*)
Commenting on the fourth quarter, Nick Salmon, Cookson's Chief Executive, said:
"We continue to make good progress in implementing the strategic plan announced
last January. Fourth quarter trading has been ahead of the expectations
indicated in our 4 November Trading Update, due to strong performances from our
two largest divisions, Ceramics and Electronics. The full year results will show
that these divisions, post the disposals, have made substantial progress towards
achieving the targeted margin levels. With the two disposals signed in December
we have now reached our disposal target of GBP100 million."
Trading
The Ceramics division performed significantly ahead of expectations in the
fourth quarter with steel volumes in Europe and the USA better than previously
anticipated and a robust performance from the Glass sector. Trading profit for
the fourth quarter is now expected to be higher than that recorded for the third
quarter. Trading in our Electronics division was also ahead of expectations due
to a strong performance from the Assembly Materials sector, benefiting from the
continued pick up in the lead free solder market. The Precious Metals division
continued to experience weak market conditions, most particularly in the UK,
with a weaker seasonal up-tick than in prior years.
The Group now expects its overall performance for 2005 to be ahead of its
previous expectations.
Cash generation for the fourth quarter has been satisfactory, although the year
end net debt level has been negatively impacted by the strengthening of the US
dollar. Overall net debt at 31 December 2005 is expected to be slightly below
GBP300 million.
This includes the SCS disposal proceeds of GBP31.4 million received at the year
end but has been negatively impacted by an approximately GBP32 million exchange
rate movement effect in the year.
Restructuring
During the fourth quarter several new restructuring initiatives were launched,
targeted at reducing operating expenses and exiting certain commodity
activities. The related charges will be booked in 2005, taking the total
restructuring charge in the year towards GBP20 million. The cash spend in 2005
relating to these initiatives, plus those launched in previous years, is also
expected to be approximately GBP20 million.
Disposals
In January 2005, Cookson announced a target of raising over GBP100 million from
disposal proceeds by the end of 2006. The disposal programme is part of
Cookson's strategy of focussing on higher technology products and exiting
commodity activities, as well as achieving progressive debt reduction.
On 15 December 2005, the disposal of Cookson's Laminates business for US$91
million (GBP53 million*) was announced which is conditional upon clearance from
the competition authorities in Europe. Due to some delays by the acquirer in
submitting the merger filings, this clearance is now not expected before the end
of March 2006. In addition, on 3 January 2006 Cookson announced that it had
disposed of its SCS business on 31 December 2005 for US$55.5 million (GBP32
million*). On completion of the Laminates transaction and including the cash
proceeds from property and other disposals in the twelve month period to 31
December 2005, Cookson will have generated disposal proceeds of over GBP100
million.
Laminates and SCS will be reported as 'discontinued operations' in the 2005
financial statements.
Pension Deficit
The reduction in December in the long term corporate bond rate used in the
calculation of UK pension fund liabilities means the pension deficit will
increase over the amount stated in the Interim Results. A full revaluation of
the UK pension scheme is not yet available but we expect the increase in the
deficit between 1 July and 31 December 2005 to be in the order of GBP20 million.
Other
The Company's Extraordinary General Meeting on 12 January will be seeking
shareholder approval for changes to its Articles of Association as part of the
planned termination of the registration of its ordinary shares with the USA
Securities and Exchange Commission and to effect a reduction of its share
capital.
Cookson expects to announce the preliminary results for the year ended 31
December 2005 on 14 March 2006.
Note
* Translated at an exchange rate of GBP1 to US$1.718.
Shareholder/analyst enquiries:
Nick Salmon, Chief Executive Cookson Group plc
Mike Butterworth, Group Finance Director Tel: + 44 (0)20 7061 6500
Isabel Vilela, Investor Relations Manager
Media enquiries:
John Olsen Hogarth Partnership
Tel: +44 (0)20 7357 9477
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 specialist ceramics products and refractory linings to the
steel, glass, foundry and other industries.
The Electronics division is a leading supplier of materials and services to
fabricators and assemblers of printed circuit boards and semiconductor packaging
and to industrial markets including automotive and construction.
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.
Exhibit No.8
12 January 2006
Cookson Group plc
Results of Extraordinary General Meeting
Cookson Group plc ("Cookson" or the "Company") announces that the special
resolutions proposed to holders of the Company's ordinary shares of 10 pence
each ("shareholders"), and as detailed in the circular sent to shareholders on
19 December 2005, were duly passed at today's Extraordinary General Meeting. The
resolutions were:
- to amend the Company's Articles of Association to facilitate termination of
its registration with the US Securities and Exchange Commission ("SEC");
- to reduce the issued share capital of the Company by cancelling and
extinguishing the deferred shares of 49 pence each;
- to reduce the authorised share capital of the Company by cancelling and
extinguishing six ordinary shares of 1 pence each; and
- to cancel the share premium account of the Company.
The amendment to the Articles of Association includes a provision conferring
upon the Board the power to require ordinary shares which are held directly or
indirectly by US resident shareholders to be sold in order to reduce the number
of such shareholders to below 300, as presently required by the SEC for
termination of registration. In order to avoid the costs of complying with SEC
registration requirements in respect of the financial year ended 31 December
2005, the Board intends to commence exercising these compulsory transfer
provisions as soon as reasonably practicable. Subject to legal, fiduciary and
regulatory requirements and costs, the Board will take account of the relative
size of the holdings of US resident shareholders and apply the power first to
those US resident shareholders with the smallest holdings of ordinary shares.
Subject to approval by the High Court, cancellation of the deferred shares and
the other reductions of capital outlined above are expected to become effective
on or around 15 February 2006 upon registration of the order of the High Court
with the Registrar of Companies.
Copies of the resolutions passed at the Extraordinary General Meeting 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: +44 (0)20 7066 1000
Enquiries:
Cookson Group plc Tel: +44 (0)20 7061 6500
Richard Malthouse, Group Secretary www.cooksongroup.co.uk
SIGNATURE
Cookson Group plc
By:________________
Rachel Fell
Assistant Company Secretary
Date: 12TH JANUARY 2006