Exhibit 2.3 Amendment No. 1 to the Deposit
Agreement between Cookson, Citibank NA, as depositary, and the
holders and beneficial owners of American Depositary Receipts dated
3 June 2005
COOKSON GROUP PLC
AND
CITIBANK, N.A.,
As Depositary
AND
HOLDERS AND BENEFICIAL
OWNERS
FROM TIME TO TIME
OF
AMERICAN DEPOSITARY
RECEIPTS
Amendment No. 1
to
Deposit Agreement
Dated as of 3 June,
2005
AMENDMENT NO. 1 TO DEPOSIT
AGREEMENT
AMENDMENT NO. 1 TO DEPOSIT
AGREEMENT , is made as of
3 June, 2005 (the “Amendment”), by and among COOKSON
GROUP PLC a public company limited by shares existing under the
laws of England and Wales (the “Company”), CITIBANK,
N.A., a national banking association organized under the laws of
the United States of America and acting solely as depositary (the
“Depositary”), and all Holders from time to time of
American Depositary Receipts issued under the Deposit
Agreement.
W
I T N
E S S E T H
T H A
T
WHEREAS , the parties hereto entered into that certain
Deposit Agreement, dated as of September 14, 1998, (the
“Deposit Agreement”), for the creation of American
Depositary Receipts (“ADRs”) evidencing American
Depositary Shares (“ADSs”) representing the Shares so
deposited and for the execution and delivery of such ADRs
evidencing such ADSs;
WHEREAS, the Company has changed the par value of its
Shares (set forth in Section 1.27 of the Deposit Agreement) from 1p
to 10p, and desires to amend the Deposit Agreement to reflect such
change;
WHEREAS, the Company has changed the ratio of Shares to
ADSs (as set forth in Section 1.2 of the Deposit Agreement) from
(i) five (5) Shares to one (1) ADS to (ii) one (1) Share to two (2)
ADSs, and desires to amend the Deposit Agreement to reflect such
changes; and
WHEREAS , pursuant to Section 6.01 of the Deposit
Agreement, the Company and the Depositary deem it necessary and
desirable to amend the Deposit Agreement and the form of ADR
annexed thereto as Exhibit A for the purposes set forth
herein;
NOW, THEREFORE,
for good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and the Depositary hereby agree to amend
the Deposit Agreement as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01.
Definitions .
Unless otherwise defined in this Amendment, all capitalized terms
used, but not otherwise defined, herein shall have the meaning
given to such terms in the Deposit Agreement.
ARTICLE II
AMENDMENTS TO DEPOSIT
AGREEMENT
SECTION 2.01. Deposit
Agreement . All
references in the Deposit Agreement to the term “Deposit
Agreement” shall, as of the Effective Date (as herein
defined), refer to the Deposit Agreement, dated as of September 14,
1998, as further amended by this Amendment.
SECTION 2.02. Change of Par
Value . Section 1.27
of the Deposit Agreement is amended by deleting in its entirety and
replacing it with the following:
“SECTION 1.27 “
Shares ” shall mean the Company’s ordinary
shares, 10p each, validly issued and outstanding and fully paid and
may, if the Depositary so agrees after consultation with the
Company, include evidence of the right to receive Shares; provided
that in no event shall Shares include evidence of the right to
receive Shares with respect to which the full purchase price has
not been paid or Shares as to which preemptive rights have
theretofore not been validly waived or exercised; provided further,
however, that, if there shall occur any change in par or
nom
