RESULTS OF MEETINGS

24 January 2007

ANNOUNCEMENT TO SHAREHOLDERS AND NOTEHOLDERS

Shareholders and Noteholders Vote in Favour of Proposed Reorganisation

Luxfer Holdings PLC (the �Company�) is pleased to announce the results of its meetings of certain of its shareholders and ultimate beneficial holders of its 10.125% Senior Notes due May 2009 (the �Scheme Creditors�) held on 23 January 2007 at the offices of its solicitors, Cleary Gottlieb Steen & Hamilton LLP, at 55 Basinghall Street, London EC2V 5EH for the purpose of considering and, if thought fit, approving the terms of the proposed reorganisation of the Company.

Results of Meetings Considering the Schemes of Arrangement

  • At the meeting of Scheme Creditors (other than Luxfer Group Limited), convened at 9:30 a.m. London time, held to consider and, if thought fit, approve the terms of the proposed scheme of arrangement between the Scheme Creditors and the Company (amended in accordance with the Company's letter dated 12 January 2007), Scheme Creditors (other than Luxfer Group Limited) of a majority in number, and with an aggregate percentage holding of 95.67% of the total aggregate face value of the Senior Notes held by Scheme Creditors (other than Luxfer Group Limited), voted in favour of the proposed scheme of arrangement (as amended). There were no abstentions or votes against the resolution. 
  • At the meeting of the Management Shareholders who hold Ordinary Shares in the Company, convened at 10:00 a.m. London time, held to consider and, if thought fit, approve the terms of the proposed scheme of arrangement between the Shareholders and the Company (amended in accordance with the Company's letter dated 12 January 2007), Management Shareholders of a majority in number, and with an aggregate holding of 93.84% of the total number of Ordinary Shares, voted in favour of the proposed scheme of arrangement (as amended). There were no abstentions or votes against the resolution. 
  • At the meeting of the Non-Management Shareholders who hold Ordinary Shares in the Company, convened at 10:30 a.m. London time, held to consider and, if thought fit, approve the terms of the proposed scheme of arrangement between the Shareholders and the Company (amended in accordance with the Company's letter dated 12 January 2007), Non-Management Shareholders of a majority in number, and with an aggregate holding of 98.32% of the total number of Ordinary Shares, voted in favour of the proposed scheme of arrangement (as amended). There were no abstentions or votes against the resolution.
  • At the meeting of the Management Shareholders who hold Preference Shares in the Company, convened at 11:00 a.m. London time, held to consider and, if thought fit, approve the terms of the proposed scheme of arrangement between the Shareholders and the Company (amended in accordance with the Company's letter dated 12 January 2007), Management Shareholders of a majority in number, and with an aggregate holding of 96.78% of the total number of Preference Shares, voted in favour of the proposed scheme of arrangement (as amended). There were no abstentions or votes against the resolution.
  • At the meeting of the Non-Management Shareholders who hold Preference Shares in the Company, convened at 11:30 a.m. London time, held to consider and, if thought fit, approve the terms of the proposed scheme of arrangement between the Shareholders and the Company (amended in accordance with the Company's letter dated 12 January 2007), Non-Management Shareholders of a majority in number, and with an aggregate holding of 99.99% of the total number of Preference Shares, voted in favour of the proposed scheme of arrangement (as amended). There were no abstentions or votes against the resolution.

 

Results of Meetings Considering the Additional Reorganisation Proposals

  • At the extraordinary general meeting of the holders of Ordinary Shares convened at 12:00 noon London time, held to consider and, if thought fit, approve the terms of certain special resolutions and ordinary resolutions set out in the notice of the meeting sent to holders of Ordinary Shares on 20 December 2006, 97.75% of persons entitled to attend and vote at the meeting voted in favour of each of the resolutions. There were no abstentions or votes against any of the resolutions.
  • At the separate class meeting of the holders of Preference Shares convened at 12:30 p.m. London time, held to consider and, if thought fit, approve the terms of an extraordinary resolution set out in the notice of the meeting sent to holders of Preference Shares on 20 December 2006, 94.44% of persons entitled to attend and vote at the meeting voted in favour the resolution. There were no abstentions or votes against the resolution.
  • At the separate class meeting of the holders of Ordinary Shares convened at 1:00 p.m. London time, held to consider and, if thought fit, approve an extraordinary resolution set out in the notice of the meeting sent to holders of Ordinary Shares on 20 December 2006, 97.75% of persons entitled to attend and vote at the meeting voted in favour of the resolution. There were no abstentions or votes against the resolution.

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Enquiries:
Luxfer Holdings PLC
Brian Purves    Via: Julie Garth Tel: +44 (0) 161 911 8836;
or via www.luxfer.com

Close Brothers Corporate Finance Limited
Jonathon Trower Tel: +44 (0) 20 7655 3100
Email: jonathan.trower@cbcf.com


Close Brothers Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively as financial advisor to Luxfer and no-one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Luxfer for providing the protections afforded to clients of Close Brothers Corporate Finance Limited or for providing advice in relation to any matter referred to herein. This release is not an offer for sale of the securities in the United States absent registration or an exemption from registration under the U.S Securities Act of 1933, as amended. Any securities offered pursuant to any scheme of arrangement under section 425 of the Companies Act 1985, as amended, will be issued in reliance upon the exemption from the registration requirements of the Securities Act provided by section 3(a)(10) thereof or pursuant to another available exemption therefrom.