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 LAWS OR REGULATIONS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
28 September 2026
RECOMMENDED CASH ACQUISITION
of
Bodycote plc ("Bodycote")
by
Vulcan Alpha Bidco Limited ("BidCo")
(a newly formed company indirectly wholly owned by funds and investment vehicles
managed or controlled by Veritas Capital Fund Management, L.L.C. ("Veritas"))
to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act 2006
PUBLICATION OF SCHEME DOCUMENT
On 1 September 2026, the boards of directors of Bodycote and BidCo announced
that they had reached agreement on the terms of a recommended cash acquisition
pursuant to which BidCo shall acquire the entire issued and to be issued
ordinary share capital of Bodycote (the "Acquisition"). It is intended that the
Acquisition will be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act (the "Scheme").
Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document (as defined below). All
references to times in this announcement are to London, United Kingdom times
unless stated otherwise.
Publication of the Scheme Document
Bodycote is pleased to announce that a circular in relation to the Scheme (the
"Scheme Document") has been published today, setting out (among other things) a
letter from the Chair of Bodycote, an explanatory statement pursuant to section
897 of the Companies Act 2006, the full terms and conditions of the Acquisition,
an expected timetable of principal events, notices of the Court Meeting and the
General Meeting and details of the actions to be taken by Bodycote Shareholders,
together with the related Forms of Proxy for the Court Meeting and the General
Meeting.
The Scheme Document is being made available, subject to certain restrictions
relating to persons resident in Restricted Jurisdictions, on Bodycote's website
at https://www.bodycote.com/investors/ and BidCo's website at
https://veritasdocument.com/.
Hard copies of the Scheme Document (or, depending on Bodycote Shareholders'
communication preferences, a letter or email giving details of the website where
the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting
and the General Meeting will be sent to Bodycote Shareholders, and, for
information only, to persons with information rights and participants in the
Bodycote Share Plans.
Notices of the Court Meeting and General Meeting and action required
As described in the Scheme Document, in order to become Effective, the Scheme
will require, among other things: (i) the approval of the Scheme at the Court
Meeting by a majority in number of those Scheme Shareholders present and voting
(and entitled to vote) in person or by proxy at the Court Meeting, representing
75 per cent. or more in value of the Scheme Shares voted by such Scheme
Shareholders; (ii) that the requisite majority of Bodycote Shareholders approve
the Special Resolution at the General Meeting; and (iii) the subsequent sanction
of the Scheme by the Court. The Scheme is also subject to the satisfaction or
waiver (where applicable) of the other Conditions and further terms that are set
out in the Scheme Document.
Notices of the Court Meeting and the General Meeting, each of which will be held
at Hilton London Paddington, 146 Praed Street, London, W2 1EE on 21 October
2026, are set out in the Scheme Document. The Court Meeting will start at 10.00
a.m. on that date, and the General Meeting will commence at 10.15 a.m. or as
soon thereafter as the Court Meeting concludes or is adjourned.
Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to Bodycote Shareholders before the Meetings, through
Bodycote's website at https://www.bodycote.com/investors/ and by announcement
through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as
possible are cast so that the Court may be satisfied that there is a fair
representation of Scheme Shareholder opinion. Whether or not you intend to
attend, speak and/or vote at the Court Meeting and the General Meeting, you are
strongly encouraged to submit proxy appointments and instructions for the Court
Meeting and the General Meeting as soon as possible, using any of the methods
set out in the Scheme Document, to ensure your vote is recorded. Scheme
Shareholders and Bodycote Shareholders are strongly encouraged to appoint "the
Chair of the meeting" as their proxy.
Statement by CVC Advisers Limited ("CVC")
The Bodycote Directors note the statement today by CVC that it does not intend
to make a firm offer for Bodycote and that it is consequently bound by the
restrictions under Rule 2.8 of the Code.
The Bodycote Board is now focused on delivering value and certainty to Bodycote
Shareholders and Bodycote's broad stakeholder base through the completion of the
Acquisition of Bodycote by Veritas and BidCo.
Recommendation
The Bodycote Directors, who have been so advised by Barclays, Goldman Sachs, and
Perella Weinberg as to the financial terms of the Acquisition, consider the
terms of the Acquisition to be fair and reasonable. In providing their advice to
the Bodycote Directors, Barclays, Goldman Sachs, and Perella Weinberg have taken
into account the commercial assessments of the Bodycote Directors. Perella
Weinberg is providing independent financial advice to the Bodycote Directors for
the purposes of Rule 3 of the Takeover Code.
Accordingly, the Bodycote Directors recommend unanimously that Bodycote
Shareholders vote in favour of the Scheme at the Court Meeting and the
Resolutions to be proposed at the General Meeting, as the Bodycote Directors who
hold Bodycote Shares have irrevocably undertaken to do (or procure to be done)
in respect of their own holdings of Bodycote Shares.
Bodycote Shareholders should carefully read the Scheme Document in its entirety
before making a decision with respect to the Scheme.
Expected timetable of principal events
The Scheme Document contains an expected timetable of principal events relating
to the Scheme, which is also attached as an Appendix to this announcement.
Subject to obtaining the approval of the requisite majority of Scheme
Shareholders at the Court Meeting, the requisite majority of Bodycote
Shareholders at the General Meeting, the sanction of the Court and the
satisfaction or, where applicable, the waiver of the other Conditions (as set
out in the Scheme Document), the Scheme is expected to become effective in Q1
2027.
Before the Scheme becomes Effective, it is intended that applications will be
made to (i) the FCA to cancel the listing of the Bodycote Shares on the Official
List; and (ii) the London Stock Exchange to cancel the admission to trading in
Bodycote Shares on the Main Market, in each case with effect from or shortly
after the Effective Date. It is expected that the last day of dealings in
Bodycote Shares on the Main Market of the London Stock Exchange will be the
Business Day immediately prior to the Effective Date and no transfers will be
registered after 6.00 p.m. (London time) on that date.
The dates and times given in the expected timetable are indicative only and are
based on Bodycote's and BidCo's current expectations and are subject to change.
If any of the dates and/or times in this expected timetable change, the revised
dates and/or times will be notified to Bodycote Shareholders by announcement
through the Regulatory Information Service of the London Stock Exchange, with
such announcement being made available on Bodycote's website at
https://www.bodycote.com/investors/ and BidCo's website at
https://veritasdocument.com/. An update to the expected timetable is expected to
be announced following receipt of the relevant regulatory approvals upon which
the Acquisition is conditional.
Bodycote Share Plans
Participants in the Bodycote Share Plans will be contacted separately shortly
regarding the effect of the Scheme on their rights under the Bodycote Share
Plans and with the details of the arrangements applicable to them. A summary of
the effect of the Scheme on outstanding awards and options under the Bodycote
Share Plans is set out in the Scheme Document.
Shareholder Helpline
If you have any questions about the Scheme Document, the Court Meeting or the
General Meeting, or are in any doubt as to how to complete the Forms of Proxy or
to submit your proxies electronically or online, please contact Bodycote's
registrars, Equiniti, by calling the Shareholder Helpline between 8:30 a.m. and
5:30 p.m. Monday to Friday (except public holidays in England and Wales) on +44
(0)371 384 2050. Calls are charged at the standard geographical rate and will
vary by provider. Calls outside the United Kingdom will be charged at the
applicable international rate. Please note that Equiniti cannot provide any
financial, legal or tax advice and calls may be recorded and monitored for
security and training purposes.
A copy of the Scheme Document will be submitted to the National Storage
Mechanism and will be available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Enquiries
Bodycote +44 (0) 16 2550 5300
Jim Fairbairn, Chief Executive
Officer
Ben Fidler, Chief Financial
Officer
Peter Lapthorn, Head of FP&A and
Investor Relations
Barclays +44 (0) 20 7623 2323
(Joint Lead Financial Adviser and
Joint Corporate Broker to
Bodycote)
Guy Bomford
Adrian Beidas
Neal West (Corporate Broking)
Goldman Sachs +44 (0) 20 7774 1000
(Joint Lead Financial Adviser to
Bodycote)
Nick Harper
Harry Webster
Warren Stables
Kynan Taylor
Jefferies +44 (0) 20 7029 8000
(Financial Adviser and Joint
Corporate Broker to Bodycote)
Sam Barnett
Chris Squire
Philip Yates
Perella Weinberg +44 (0) 20 7484 1150
(Financial Adviser and Rule 3
Adviser to Bodycote)
Tim Shacklock
James Dawson
Lewis Robinson
FTI Consulting +44 (0) 20 3727 1340
(Public Relations Adviser to
Bodycote)
Richard Mountain
Edward Knight
Lazard +44 (0) 20 7187 2000
(Financial Adviser to Veritas and
BidCo)
Richard Shaw
Edward Earlam
James Cliffe
Prosek Partners +44 (0) 777 333 1589
(Public Relations Adviser to
Veritas and BidCo)
Andy Merrill
Kiki Tarkhan
Philip Walters
Herbert Smith Freehills Kramer LLP is acting as legal adviser to Bodycote.
Gibson, Dunn & Crutcher UK LLP is acting as legal adviser to Veritas and BidCo.
IMPORTANT NOTICES
Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is
authorised by the Prudential Regulation Authority ("PRA") and regulated in the
UK by the Financial Conduct Authority ("FCA") and the PRA, is acting exclusively
as lead financial adviser to Bodycote and for no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Bodycote for providing the protections afforded to clients of
Barclays, nor for providing advice in relation to the matters referred to in
this announcement. In accordance with the Takeover Code, normal United Kingdom
market practice and Rule 14e-5(b) of the U.S. Securities Exchange Act of 1934,
as amended, Barclays and its affiliates will continue to act as exempt principal
trader in Bodycote securities on the London Stock Exchange. These purchases and
activities by exempt principal traders which are required to be made public in
the United Kingdom pursuant to the Takeover Code will be reported to a
Regulatory Information Service and will be available on the London Stock
Exchange website at www.londonstockexchange.com. This information will also be
publicly disclosed in the United States to the extent that such information is
made public in the United Kingdom.
Goldman Sachs International ("Goldman Sachs"), which is authorised by the PRA
and regulated by the FCA and the PRA in the UK, is acting exclusively as lead
financial adviser to Bodycote and for no one else in connection with the matters
referred to in this announcement and will not be responsible to anyone other
than Bodycote for providing the protections afforded to clients of Goldman
Sachs, or for providing advice in relation to the matters referred to in this
announcement.
Jefferies International Limited ("Jefferies"), which is authorised and regulated
by the FCA in the UK, is acting exclusively as financial adviser and corporate
broker to Bodycote and no one else in connection with the matters described in
this announcement and will not regard any other person as its client in relation
to the matters in this announcement and will not be responsible to anyone other
than Bodycote for providing the protections afforded to clients of Jefferies nor
for providing advice in relation to any matter referred to in this announcement.
Neither Jefferies nor any of its affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Jefferies
in connection with this announcement, any statement contained herein or
otherwise.
Perella Weinberg UK III LLP ("Perella Weinberg"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively as financial
adviser to Bodycote and for no one else in connection with the matters described
in this announcement and will not be responsible to anyone other than Bodycote
for providing the protections afforded to clients of Perella Weinberg nor for
providing advice in connection with any matter referred to herein. Neither
Perella Weinberg nor any of its affiliates (nor their respective directors,
officers, employees or agents) owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person other than Bodycote in
connection with this announcement, any statement contained herein, the
Acquisition or otherwise. The acquisition of Gleacher Shacklock LLP by Perella
Weinberg completed on 1 September 2026.
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the UK by
the FCA, is acting exclusively as financial adviser to Veritas and BidCo and no
one else in connection with the Acquisition and will not be responsible to
anyone other than BidCo and Veritas for providing the protections afforded to
clients of Lazard nor for providing advice in relation to the Acquisition or any
other matters referred to in this announcement. Neither Lazard nor any of its
affiliates (nor any of their respective directors, officers, employees or
agents), owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of Lazard in connection with the
Acquisition, this announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and is not intended to, and
does not, constitute or form part of any offer or inducement to sell or an
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities or a solicitation of an offer to buy any securities,
any vote or approval in any jurisdiction pursuant to the Acquisition or
otherwise, nor shall there be any purchase, sale, issuance or exchange of
securities or such solicitation in any jurisdiction in which such offer,
solicitation, sale, issuance or exchange is unlawful.
The Acquisition shall be made solely by means of the Scheme Document (or, if the
Acquisition is implemented by way of a Takeover Offer, the offer document)
which, together with the Forms of Proxy, will contain the full terms and
Conditions of the Acquisition, including details of how to vote in respect of
the Acquisition. Any vote in respect of the Scheme or any decision in respect
of, or other response to, the Acquisition should be made only on the basis of
the information in the Scheme Document (or, if the Acquisition is implemented by
way of a Takeover Offer, the offer document).
This announcement does not constitute a prospectus, prospectus equivalent
document or an exempted document.
The Acquisition shall be subject to, among other things, the applicable
requirements of the Takeover Code, the Panel, the London Stock Exchange and the
FCA.
The statements contained in this announcement are not to be construed as legal,
business, financial or tax advice.
If you are in any doubt as to the contents of this announcement or the action
you should take, you are recommended to seek your own financial advice
immediately from your stockbroker, bank manager, solicitor, accountant or other
independent financial adviser authorised under the Financial Services and
Markets Act 2000, if you are resident in the United Kingdom, or from another
appropriately authorised independent financial adviser if you are taking advice
in a jurisdiction outside the United Kingdom.
Overseas Shareholders
The release, publication or distribution of this announcement in or into certain
jurisdictions other than the UK may be restricted by law and therefore any
persons into whose possession this announcement comes should inform themselves
of, and observe, such restrictions. Any failure to comply with any such
restrictions may constitute a violation of the securities laws of any such
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in the Acquisition disclaim any responsibility or liability
for the violation of such restrictions by any person.
This announcement has been prepared in accordance with and for the purpose of
complying with the laws of England and Wales, the Takeover Code, the UK Listing
Rules, the Market Abuse Regulation (EU) No. 596/2014 (which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018) and the Disclosure Guidance
and Transparency Rules. 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 of jurisdictions outside England and Wales.
The availability of the Acquisition to Bodycote Shareholders who are not
resident in the UK may be affected by the laws of the relevant jurisdictions in
which they are resident. Persons who are not resident in the UK should inform
themselves of, and observe, any applicable requirements. To the fullest extent
permitted by applicable law, the companies and persons involved in the
Acquisition disclaim any responsibility or liability for the violation of such
restrictions by any person. In particular, the ability of persons who are not
resident in the United Kingdom to vote their Bodycote Shares with respect to the
Scheme at the Court Meeting, or to appoint another person as proxy to vote at
the Court Meeting on their behalf, may be affected by the laws of the relevant
jurisdictions in which they are located. Any failure to comply with the
applicable restrictions may constitute a violation of the securities laws of any
such jurisdiction. To the fullest extent permitted by applicable law, the
companies and persons involved in the Acquisition disclaim any responsibility or
liability for the violation of such restrictions by any person.
Unless otherwise determined by BidCo or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition shall not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such means from within a Restricted
Jurisdiction or any other jurisdiction if to do so would constitute a violation
of the laws of that jurisdiction. Accordingly, 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 Restricted 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. Doing
so may render invalid any related purported vote in respect of the Acquisition.
If the Acquisition is implemented by way of a Takeover Offer (unless otherwise
permitted by applicable law and regulation), the Takeover Offer may not be made
directly or indirectly, in, into or from, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail or other
electronic transmission, telex or telephone) of interstate or foreign commerce
of, or of any facility of a national, state or other securities exchange of any
Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance
by any such use, means, instrumentality or facilities or from within any
Restricted Jurisdiction.
The Acquisition shall be subject to English law, the applicable requirements of
the Takeover Code, the Panel, the London Stock Exchange, the FCA, the UK Listing
Rules and the Registrar of Companies.
The statements contained in this announcement are not to be construed as legal,
business, financial or tax advice.
Additional information for US investors in Bodycote
Bodycote Shareholders in the United States ("US Shareholders") should note that
the Acquisition relates to the shares of an English company with a listing on
the Main Market of the London Stock Exchange and is proposed to be effected by
means of a scheme of arrangement under English law. This announcement and
certain other documents relating to the Acquisition have been or will be
prepared in accordance with English law, the Takeover Code and UK disclosure
requirements, format and style, all of which differ from those in the United
States.
A transaction effected by means of a scheme of arrangement is not subject to the
tender offer rules or the proxy solicitation rules under the US Exchange Act.
Accordingly, the Acquisition is subject to the disclosure requirements of and
practices applicable in the UK to schemes of arrangement, which differ from the
disclosure requirements of the United States tender offer and proxy solicitation
rules. If, in the future, BidCo exercises the right to implement the Acquisition
by way of a Takeover Offer and determines to extend the offer into the United
States, the Acquisition will be made in compliance with applicable United States
laws and regulations, including, to the extent applicable, the relevant rules
under section 14(e) of the US Exchange Act and regulation 14E thereunder and in
accordance with the Takeover Code. Such an Acquisition would be made in the
United States by BidCo and no one else.
Bodycote's financial statements, and all financial information that is included
in this announcement or any other documents relating to the Acquisition, have
been or will be prepared in accordance with IFRS and may not be comparable to
financial statements of companies in the United States or other companies whose
financial statements are prepared in accordance with US generally accepted
accounting principles.
The receipt of cash pursuant to the Acquisition by a US Shareholder as
consideration for the transfer of its Bodycote Shares pursuant to the Scheme may
be a taxable transaction for United States federal income tax purposes and under
applicable United States state and local, as well as foreign and other, tax
laws. Each Bodycote Shareholder is urged to consult their independent
professional adviser immediately regarding the tax consequences of the
Acquisition applicable to them, including under applicable United States state
and local, as well as foreign and other, tax laws.
It may be difficult for US Shareholders to effect service of process within the
United States upon BidCo or Bodycote or to enforce their rights and claims
arising out of the US state or federal securities laws in connection with the
Acquisition, since BidCo and Bodycote are located in countries other than the
US, and some or all of their officers and directors may be residents of
countries other than the US. US Shareholders may not be able to sue a non-US
company or its officers or directors in a non-US court for violations of US
securities laws. Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's jurisdiction or judgement.
To the extent permitted by applicable law, in accordance with the Takeover Code,
normal UK practice and consistent with Rule 14e-5(b) of the US Exchange Act, (to
the extent applicable) BidCo, certain affiliated companies and their nominees or
brokers (acting as agents) may from time to time make certain purchases of, or
arrangements to purchase, shares in, or other securities of, Bodycote outside of
the US, other than pursuant to the Acquisition, until the date on which the
Acquisition and/or Scheme becomes Effective, lapses or is otherwise withdrawn.
If such purchases or arrangements to purchase were to be made they would occur
either in the open market at prevailing prices or in private transactions at
negotiated prices and comply with applicable law, including the US Exchange Act.
Any information about such purchases or arrangements to purchase will be
disclosed as required in the UK, will be reported to a Regulatory Information
Service and will be available on the London Stock Exchange website at
www.londonstockexchange.com.
Neither the United States Securities and Exchange Commission nor any US state
securities commission has approved or disapproved the Acquisition, passed upon
the merits or fairness of the Acquisition or passed any opinion upon the
accuracy, adequacy or completeness of this announcement or any other
documentation relating to the Acquisition. Any representation to the contrary is
a criminal offence in the United States.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This announcement (including information incorporated by reference in this
announcement), oral statements made regarding the Acquisition and other
information published by BidCo, Veritas, Bodycote, any member of the Wider BidCo
Group or any member of the Wider Bodycote Group may contain statements which
are, or may be deemed to be, "forward-looking statements". Forward-looking
statements are prospective in nature and are not based on historical facts, but
rather on current expectations and projections about future events, and are
therefore subject to risks and uncertainties which could cause actual results to
differ materially from the future results expressed or implied by the forward
-looking statements.
The forward-looking statements contained in this announcement include statements
relating to the expected effects of the Acquisition on BidCo, Veritas, Bodycote,
any member of the Wider BidCo Group or any member of the Wider Bodycote Group
(including their future prospects, developments and strategies), the expected
timing and scope of the Acquisition and other statements other than historical
facts. Often, but not always, forward-looking statements can be identified by
the use of forward-looking words such as "prepares", "plans", "expects" or "does
not expect", "is expected", "is subject to", "budget", "projects", "synergy",
"strategy", "scheduled", "goal", "estimates", "forecasts", "intends", "cost
-saving", "anticipates" or "does not anticipate", or "believes", or variations
of such words and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken, occur or be
achieved. Forward-looking statements may include statements relating to the
following: (i) future capital expenditures, expenses, revenues, earnings,
synergies, economic performance, indebtedness, financial condition, dividend
policy, losses and future prospects; (ii) business and management strategies and
the expansion and growth of BidCo's, Veritas', Bodycote's, any member of the
Wider BidCo Group's or any member of the Wider Bodycote Group's operations and
potential synergies resulting from the Acquisition; and (iii) the effects of
global economic conditions and governmental regulation on BidCo's, Veritas',
Bodycote's, any member of the Wider BidCo Group's or any member of the Wider
Bodycote Group's business.
Although BidCo and Bodycote believe that the expectations reflected in such
forward-looking statements are reasonable, BidCo, Veritas, Bodycote, the Wider
BidCo Group and the Wider Bodycote Group can give no assurance that such
expectations will prove to be correct. By their nature, forward-looking
statements involve risk and uncertainty because they relate to events and depend
on circumstances that will occur in the future. There are a number of factors
that could cause actual results and developments to differ materially from those
expressed or implied by such forward-looking statements. These factors include,
but are not limited to: the ability to complete the Acquisition; the ability to
obtain requisite regulatory and shareholder approvals and the satisfaction of
other Conditions on the proposed terms and schedule; changes in the global
political, economic, business and competitive environments and in market and
regulatory forces; changes in future exchange and interest rates; changes in tax
rates; future business combinations or disposals; changes in general economic
and business conditions; changes in the behaviour of other market participants;
the anticipated benefits from the proposed transaction not being realised as a
result of changes in general economic and market conditions in the countries in
which BidCo, Veritas, Bodycote, the Wider BidCo Group and/or the Wider Bodycote
Group operate; weak, volatile or illiquid capital and/or credit markets; changes
in the degree of competition in the geographic and business areas in which
BidCo, Veritas, Bodycote, the Wider BidCo Group and/or the Wider Bodycote Group
operate; and changes in laws or in supervisory expectations or requirements.
Other unknown or unpredictable factors could cause actual results to differ
materially from those expected, estimated or projected in the forward-looking
statements. If any one or more of these risks or uncertainties materialises or
if any one or more of the assumptions proves incorrect, actual results may
differ materially from those expected, estimated or projected. Such forward
-looking statements should therefore be construed in the light of such factors.
Neither BidCo, Veritas, Bodycote, the Wider BidCo Group nor the Wider Bodycote
Group, nor any of their respective associates or directors, officers or
advisers, provide any representation, assurance or guarantee that the occurrence
of the events expressed or implied in any forward-looking statements in this
announcement will actually occur. Given these risks and uncertainties, potential
investors are cautioned not to place any reliance on these forward-looking
statements.
The forward-looking statements speak only at the date of this announcement. All
subsequent oral or written forward-looking statements attributable to any member
of the BidCo Group or the Bodycote Group, or any of their respective associates,
directors, officers, employees or advisers are expressly qualified in their
entirety by the cautionary statements above.
Other than in accordance with their legal or regulatory obligations, neither
BidCo, Veritas, Bodycote, the Wider BidCo Group nor the Wider Bodycote Group is
under any obligation, and each such person expressly disclaims any intention or
obligation to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Profit forecasts, estimates or quantified financial benefits statements
Except for the Interim Results Outlook Statement, no statement in this
announcement, or incorporated by reference in this announcement, is intended as
a profit forecast, profit estimate or quantified benefits statement for any
period and no statement in this announcement should be interpreted to mean that
earnings or earnings per share for Bodycote for the current or future financial
years would necessarily match or exceed the historical published earnings or
earnings per share for Bodycote.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per
cent. or more of any class of relevant securities of an offeree company or of
any securities exchange 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 securities exchange 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 securities exchange offeror(s).
An Opening Position Disclosure by a person to whom Rule 8.3(a) 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 securities exchange offeror is first identified. Relevant persons who deal
in the relevant securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position Disclosure must
instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree company
or of any securities exchange 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 securities exchange offeror(s), save to the extent that
these details have previously been disclosed under Rule 8. A Dealing Disclosure
by a person to whom Rule 8.3(b) 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 securities exchange offeror, they will be
deemed to be a single person for the purpose of Rule 8.3.
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).
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 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. You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are required to make
an Opening Position Disclosure or a Dealing Disclosure.
Publication on a website
A copy of this announcement and the documents required to be published pursuant
to Rule 26.1 of the Takeover Code will be available, free of charge, subject to
certain restrictions relating to persons resident in Restricted Jurisdictions on
Bodycote's website at https://www.bodycote.com/investors/ and BidCo's website at
https://veritasdocument.com/ by no later than 12.00 p.m. on the Business Day
following this announcement.
For the avoidance of doubt, neither the content of Bodycote's website nor
BidCo's website is incorporated into, or forms part of, this announcement.
Requesting hard copy documents
Any person entitled to receive a copy of documents, announcements and
information relating to the Acquisition is entitled to receive such documents in
hard copy form free of charge. For persons who receive a copy of this
announcement in electronic form or via a website notification, a hard copy of
this announcement will not be sent unless so requested. A person may request
that all future documents, announcements and information in relation to the
Acquisition are sent to them in hard copy form.
In accordance with Rule 30.3 of the Takeover Code, Bodycote Shareholders,
persons with information rights and participants in Bodycote Share Plans may
request a hard copy of this announcement by: (i) telephoning Equiniti Limited on
0371 384 2050 (for UK calls) or +44 (0) 371 384 2050 (for calls outside the UK).
Lines will be open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding
public holidays in England and Wales); or (ii) submitting a request in writing
to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex BN99 6DA,
United Kingdom. Calls are charged at the standard geographic rate and will vary
by provider. Calls outside the UK will be charged at the applicable
international rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and training
purposes.
Please note the Shareholder Helpline cannot provide advice on the merits of the
Acquisition or the Scheme nor give any financial, investment, legal or tax
advice.
Electronic communications
Please be aware that addresses, electronic addresses and certain information
provided by Bodycote Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Bodycote may be provided
to BidCo and Veritas during the Offer Period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.
APPENDIX: EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable is based on Bodycote's and BidCo's current
expectations and is subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be notified to
Bodycote Shareholders by announcement through the Regulatory Information Service
of the London Stock Exchange, with such announcement being made available on
Bodycote's website at https://www.bodycote.com/investors/ and BidCo's website at
https://veritasdocument.com/. Unless otherwise stated, all times set out below
are London times.
Event Time and/or date(1)
Publication of 28 September 2026
Scheme Document
Latest time for
lodging Forms of
Proxy for the:
Court Meeting 10.00 a.m. on 19 October 2026(2)
((BLUE) Form of
Proxy)
General Meeting 10.15 a.m. on 19 October 2026(3)
((YELLOW) Form of
Proxy)
Voting Record Time 6:30 p.m. on 19 October 2026(4)
Court Meeting 10.00 a.m. on 21 October 2026
General Meeting 10.15 a.m. on 21 October 2026(5)
The following dates
and times
associated with the
Scheme are subject
to change and will
depend on, among
other things, the
date on which: (i)
the Conditions to
the Scheme are
satisfied or, if
capable of waiver,
waived; (ii) the
Court sanctions the
Scheme; and (iii)
the Court Order
sanctioning the
Scheme is delivered
to the Registrar of
Companies. Bodycote
will give adequate
notice of any
changes to these
dates and times,
when known, by
issuing an
announcement
through a
Regulatory
Information
Service, with such
announcement being
made available on
Bodycote's website
at
https://www.bodycote
.com/investors/ and
BidCo's website at
https://veritasdocum
ent.com/. Further
updates and changes
to these times will
be notified in the
same way. See also
note (1).
Court Sanction 11 March 2027, or such other date expected to be in Q1
Hearing 2027, subject to the satisfaction (or, if applicable,
waiver) of the relevant Conditions and, in any event,
prior to the Long Stop Date ("D")
Last day for D+1 Business Day
dealings in, and
for the
registration of
transfers of,
Bodycote Shares
Scheme Record Time 6:00 p.m. on D+1 Business Day
Disablement of 6:00 p.m. on D+1 Business Day
CREST in respect of
Bodycote Shares
Suspension of by 7:30 a.m. on D+2 Business Days
listing of, and
dealings in,
Bodycote Shares
Effective Date of D+2 Business Days
the Scheme
Cancellation of by 7:30 a.m. on D+3 Business Days
listing and
admission to
trading of Bodycote
Shares
Latest date for within
despatch of cheques
and crediting of 14 days of the Effective Date
CREST accounts for
cash consideration
due under the
Scheme
Long Stop Date 1 September 2027(6)
(1) The dates and times given are indicative only and are based on current
expectations and are subject to change (including as a result of changes to the
regulatory timetable).
References to times are to London, United Kingdom time unless otherwise stated.
If any of the times and/or dates above change, the revised times and/or dates
will be notified to Bodycote Shareholders by announcement through a Regulatory
Information Service and, if required by the Panel, notice of the change(s) will
be sent to Bodycote Shareholders and other persons with information rights.
Participants in the Bodycote Share Plans will be contacted separately to inform
them of the effect of the Scheme on their rights under the Bodycote Share Plans,
and with details of the arrangements applicable to them.
(2) It is requested that the BLUE Form of Proxy for the Court Meeting be
lodged not later than 48 hours prior to the time appointed for the Court Meeting
or, if the Court Meeting is adjourned or postponed, 48 hours prior to the time
fixed for any adjourned or postponed Court Meeting (excluding any part of such
48-hour period falling on a day that is not a working day). If the BLUE Form of
Proxy for the Court Meeting is not lodged by 10.00 a.m. on 19 October 2026, it
may be: (i) scanned and emailed to Equiniti at the following email address:
proxyvotes@equiniti.com; or (ii) presented in person to the Chair of the Court
Meeting or to the Equiniti representative who will be present at the Court
Meeting, any time prior to the commencement of the Court Meeting (or any
adjournment or postponement thereof).
(3) In order to be valid, the YELLOW Form of Proxy for the General Meeting
must be lodged not later than 10.15 a.m. on 19 October 2026 or, if the General
Meeting is adjourned or postponed, 48 hours prior to the time fixed for the
adjourned or postponed General Meeting (excluding any part of such 48-hour
period falling on a day that is not a working day). The YELLOW Form of Proxy
cannot be presented in person to the Chair of the Court Meeting or the Equiniti
representative at the General Meeting and will be invalid if submitted after the
deadline.
(4) If either the Court Meeting or the General Meeting is adjourned or
postponed, the Voting Record Time for the relevant adjourned or postponed
meeting will be 6:30 p.m. on the day which is two Business Days prior to the
date of the adjourned or postponed Meeting.
(5) To commence at 10.15 a.m. or, if later, as soon thereafter as the Court
Meeting concludes or is adjourned.
(6) This is the latest date by which the Scheme may become Effective.
However, this date may be extended to such later date as (i) BidCo and Bodycote
may agree; or (ii) (in a competitive situation) as BidCo may specify with the
consent of the Panel, and in each case as the Court may allow (if so required).
This information was brought to you by Cision http://news.cision.com