Cookson announces profit advance of38 percent; preliminary announcement of audited results for the year ended Dec. 31, 1994.

PROVIDENCE, R.I.--(BUSINESS WIRE)--March 13, 1995--Cookson Group plc has released its preliminary announcement of audited results for the year ended Dec. 31, 1994.

Highlights of the results show an increase of 38 percent in the Group's profit before taxation and exceptional items, a 35 percent increase in headline earnings per share and a 27 percent increase in operating profit.

In addition, Cookson announced a proposed final dividend of $.059 per share and a total dividend of $.108 for the year which represents an 11 percent increase from the total of $.097 for the year ended Dec. 31, 1993.

The complete audited results are as follows:

                       1994             1993          Change

Turnover (sales)   $2,412.7m        $2,204.2m         +9%

Operating profit   $  216.1m        $  170.2m         +27%

Return on sales    9%               7.7%               --

Profit before      $  185.6m        $  134.1m         +38%
taxation and
exceptional (costs)/
profits of disposals
and restructuring

Headline earnings   22.8 cents      16.9 cents        +35%
per share

Proposed final       5.9 cents       5.1 cents        +15%
dividend

Total annual        10.8 cents       9.7 cents        +11%
dividend

In addition to the above figures, sales on a comparable basis increased by some 14 percent. The Group's return on sales increased to 9 percent from 7.7 percent in 1993.

Commenting on current trading, Richard M. Oster, Group chief executive, said, "All of Cookson's divisions finished 1994 strongly, with the Group's return on sales in the second half at 9.6 percent. The board is pleased to be able to report that profits in the first two months of 1995 are encouragingly ahead of those for the same period last year, although it is too early to draw any conclusions about the likely result for the full year."

The Group also announced a rights issue to raise $297.2 million (net of expenses). Proceeds from the issue will strengthen the Group's capital base in order to finance further complementary acquisitions. "The new ordinary shares have not been and will not be registered under the U.S. Securities Act 1933 or under the Securities legislation of any province or territory of Canada."

Summary of Group Results

Group operating profit for 1994 increased by some 27 percent to $216.1 million compared with $170.2 million in 1993. On a like-for-like basis, adjusting for exchange rates, acquisitions, disposals and rationalization costs, the increase in operating profit was approximately 28 percent.

Operating profit is stated after charging $13.2 million (1993: $8 million) of exceptional items. This comprises $2.2 million in respect of fees incurred on the aborted merger of the company with Johnson Matthey plc, $8 million in respect of two litigation matters and $3.1 million (1993: $8 million) of rationalization costs.

Adjusting for the effect of exceptional disposals and restructuring in each year, profit before taxation in 1994 of $185.6 million exceeded by some 38 percent the $134.1 million achieved in 1993.

Trading conditions in many of the markets served by the Group's businesses were better in 1994 than in 1993. While this brought an increase in competitive activity, the commercial and technical strength of the Group's businesses contributed to significantly improving trading results for the year.

Trading results in the Electronic Materials and Plastics divisions have been particularly good throughout 1994. The complementary acquisitions made in 1993 have been fully integrated and, together with the businesses acquired in 1994, have performed well in line with expectations. In both the Ceramics division and the precious metals businesses of the Engineered Products division, extensive geographical expansion took place during the year.

In March 1994, the Group completed the disposal, for a total consideration of $110.7 million, of its lead fabrication, secondary aluminum, precision casting and magnets businesses to Calder Group Ltd. For some time, it had been evident that these businesses did not command a high priority in the Group's plans. Since March 1994, the Group has closed or disposed of a number of other businesses, including its lead fabrication operations based in Spain. Accounting standards in the U.K. now require that, on closure or disposal of an operation, goodwill arising and written off on the original acquisition of those businesses must be charged to the Group profit and loss account. The goodwill associated with the businesses disposed of to Calder Group amounted to some $37 million, while the goodwill associated with the other businesses sold or closed amounted to some $20 million. Together with the loss arising on the net assets disposed of and the costs of disposal and closure, the total exceptional charge arising on the sale of termination of operations in 1994 amounted to $94.2 million, of which the cash cost is expected to be some $20 million.

Cookson Matthey Ceramics, the 50:50 joint venture formed with Johnson Matthey, commenced operations on July 1, 1994. Plans to rationalize the merged businesses have been agreed and Cookson's share of the expected costs, $8.8 million, has been provided for as an exceptional charge for restructuring costs. Together with provisions of $3.9 million for losses on the sale of fixed assets, the total cost of exceptional disposals and restructuring amounts to $106.9 million. Reflecting the significant effect of these exceptional charges, Group profit before taxation was $78.7 million in 1994.

Interest costs of $30.5 million in 1994 were reduced from the charge in 1993 of $36 million. The taxation charge for 1994 was $56.4 million, compared with $45.4 million in 1993. Adjusting for the effects of the exceptional profits and losses arising in each period, the tax rate for 1994 was 30.7 percent, compared with 32 percent in 1993. Continued benefit has been achieved through the utilization of tax losses, other credits and through other actions taken throughout the period, but unutilized Advance Corporation Tax (ACT) remains a significant burden for the company and the total 1994 tax charge reflects $9.7 million of ACT written off, compared with $14.3 million in 1993.

Headline earnings per share, which reflect earnings adjusted for the effects of exceptional disposals and restructuring costs, increased by 35 percent from 16.9 cents in 1993 to 22.8 cents in 1994. The board proposes an increased final dividend for 1994 of 5.9 cents per share which, if approved, will be paid on May 30, 1995 to ordinary shareholders registered on April 6, 1995. A scrip dividend alternative will again be available shareholders and a circular letter with forms of election will be posted in April. Earnings per share after exceptional losses were 4 cents for the year compared with 18.6 cents in 1993.

CONTACT: Cookson America Inc., Providence

Stuart Daniels, 401/521-1000