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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT SECURITIES LAWS OF SUCH JURISDICTION

28 May 2012

RECOMMENDED CASH OFFER
for
UMECO PLC
by
CYTEC UK HOLDINGS LIMITED
a wholly-owned subsidiary of
CYTEC INDUSTRIES INC.

Results of Shareholder Meetings

The boards of Umeco plc (“Umeco”) and Cytec Industries Inc. ("Cytec") are pleased to announce that, at the Court Meeting and the General Meeting held earlier today in connection with the recommended acquisition by Cytec UK Holdings Limited of Umeco plc by way of scheme of arrangement in accordance with sections 895 to 899 of the Companies Act 2006 (the "Acquisition"), all the resolutions proposed received the overwhelming support of Umeco Shareholders.

Voting results

The voting results in relation to the Court Meeting and the General Meeting are summarised below.

COURT MEETING

At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 99.96% by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme. The resolution proposed at the Court Meeting was decided on a poll. Details of the votes cast were as follows:

Accordingly, the resolution proposed at the Court Meeting was duly passed.

GENERAL MEETING

At the General Meeting, the special resolution to approve the Scheme and provide for its implementation was duly passed on a poll vote. The voting results were as follows:

Next Steps

Completion of the Acquisition remains subject to the satisfaction or waiver of the other Conditions set out in the Scheme Document sent to shareholders dated 25 April 2012, including the receipt of certain competition clearances and the Court sanctioning the Scheme at the Scheme Court Hearing and confirming the Capital Reduction at the Reduction Court Hearing. The indicative dates for the Scheme Court Hearing and the Reduction Court Hearing are 18 July 2012 and 20 July 2012, respectively. Subject to the Conditions as described above, the Scheme is expected to become effective on 20 July 2012.

Capitalised terms used but not defined in this announcement have the meaning given to them in the Scheme Document dated 25 April 2012. A copy of this announcement will be available, subject to certain restrictions in relation to persons resident in certain overseas jurisdictions, at www.umeco.com/microsite and at www.cytec.com.

Enquiries:

Disclaimers:

Barclays Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Cytec and Cytec Bidco and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than Cytec and Cytec Bidco for providing the protections afforded to its clients nor for giving advice in relation to the matters set out in this announcement.

N.M. Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Umeco and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than Umeco for providing the protections afforded to its clients nor for giving advice in relation to the matters set out in this announcement.

Investec Bank plc, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Umeco and no one else in connection with the Acquisition and other matters referred to in this announcement and the Scheme Document and will not be responsible to any person other than Umeco for providing the protections afforded to its clients nor for giving advice in relation to the matters set out in this announcement.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with such restrictions may constitute a violation of the securities laws of any such jurisdiction. Copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful.

This announcement has been prepared for the purposes of complying with laws of England and Wales and the City Code on Takeovers and Mergers (the “City Code”) 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 and regulations of any other jurisdiction.

Disclosure requirements of the City Code:

Under Rule 8.3(a) of the City Code, any person who is “interested” in one per cent. or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an “Opening Position Disclosure” following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified.

An “Opening Position Disclosure” must contain details of the person's interests and short positions in, and rights to subscribe for, any “relevant securities” of each of: (i) the offeree company and (ii) any paper offeror. An “Opening Position Disclosure” by a person to whom Rule 8.3(a) of the City Code applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an “Opening Position Disclosure” must instead make a “Dealing Disclosure”.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in one per cent. or more of any class of “relevant securities” of the offeree company or of any paper offeror must make a “Dealing Disclosure” if the person deals in any “relevant securities” of the offeree company or of any paper offeror. A “Dealing Disclosure” must contain details of the “dealing” concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of: (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8 of the City Code. A “Dealing Disclosure” by a person to whom Rule 8.3(b) of the City Code applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an “interest” in “relevant securities” of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

“Opening Position Disclosures” must also be made by the offeree company and by any offeror and “Dealing Disclosures” must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the City Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) 20 7638 0129.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable sets out the expected dates for implementation of the Acquisition (some of which are indicative):

¹ All times are London times. Some dates are indicative only and will depend, inter alia, on the date upon which the Court sanctions the Scheme and whether the Conditions are satisfied or waived. IF THE EXPECTED DATE OF THE SCHEME COURT HEARING OR ANY OTHER KEY DATE IS CHANGED, UMECO WILL GIVE NOTICE OF THIS CHANGE BY ISSUING AN ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE. All Umeco Shareholders have the right to attend the Scheme Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme.


 

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