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
21 October 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
RESULTS OF SHAREHOLDER MEETINGS AND UPDATE ON CONDITIONS
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"). On 28
September 2026, Bodycote published a circular in relation to the Scheme (the
"Scheme Document").
Capitalised terms used in this announcement (unless otherwise defined) have the
same meanings as set out in the Scheme Document. All references to times in this
announcement are to London, United Kingdom times unless otherwise stated.
Bodycote is pleased to announce that, at the Court Meeting and the General
Meeting held earlier today in connection with the Acquisition, all the
resolutions proposed were duly passed.
Full details of the resolutions passed are set out in the notices of the Court
Meeting and General Meeting contained in the Scheme Document.
VOTING RESULTS OF THE COURT MEETING
The Scheme was approved by the requisite majorities of Scheme Shareholders by a
vote taken on a poll at the Court Meeting held at 10.00 a.m. on 21 October 2026.
A majority in number of the Scheme Shareholders who voted (and who were entitled
to vote), either in person or by proxy, together representing 75 per cent. or
more in value of the Scheme Shares held by such Scheme Shareholders present and
voting, voted in favour of the resolution to approve the Scheme at the Court
Meeting.
The results of the poll at the Court Meeting were as follows:
+---------+-------------+------------+----------------+----------------+-------
-+
|Result of|Number of |% of Scheme |Number of Scheme|% of Scheme |Number
|
|Court |Scheme Shares|Shares voted|Shareholders who|Shareholders who|of
|
|Meeting |voted |* |voted ** |voted * |Scheme
|
| | | | | |Shares
|
| | | | | |voted
as|
| | | | | |a % of
|
| | | | | |issued
|
| | | | |
|ordinary|
| | | | | |share
|
| | | | | |capital
|
| | | | |
|entitled|
| | | | | |to vote
|
| | | | | |on the
|
| | | | | |Scheme*
|
| | | | | |#
|
+---------+-------------+------------+----------------+----------------+-------
-+
|For |72,373,141 |99.79% |196 |80.99% |42.52%
|
+---------+-------------+------------+----------------+----------------+-------
-+
|Against |149,009 |0.21% |46 |19.01% |0.09%
|
+---------+-------------+------------+----------------+----------------+-------
-+
|Total |72,522,150 |100.00% |236 |100.00% |42.61%
|
+---------+-------------+------------+----------------+----------------+-------
-+
* Rounded down to two decimal places.
** Where a Scheme Shareholder has cast some of their votes "for" and some of
their votes "against" the resolution, such Scheme Shareholder has been counted
as having voted both "for" and "against" the resolution for the purposes of
determining the number of Scheme Shareholders who voted as set out in this
column.
# The total number of Scheme Shares in issue at the Voting Record Time for the
Scheme Meeting was 170,187,993.
VOTING RESULTS OF THE GENERAL MEETING
The special resolution to approve the implementation of the Scheme (including
the amendment to the Bodycote articles of association) was passed by the
requisite majority of Bodycote Shareholders (either in person or by proxy) by a
vote taken on a poll at the General Meeting held immediately after the
conclusion of the Court Meeting on 21 October 2026.
The results of the poll at the General Meeting were as follows:
+------------------+-------------------------------+----------------------------
-+
|Special Resolution|Number of Bodycote Shares voted|% of Bodycote Shares voted
**|
+------------------+-------------------------------+----------------------------
-+
|For * |72,339,259 |99.78%
|
+------------------+-------------------------------+----------------------------
-+
|Against |159,546 |0.22%
|
+------------------+-------------------------------+----------------------------
-+
|Total |72,498,805 |100.00%
|
+------------------+-------------------------------+----------------------------
-+
|Withheld*** |5,260 |0
|
+------------------+-------------------------------+----------------------------
-+
* Incorporates proxy appointments which gave discretion to the Chair of the
General Meeting.
** Rounded to two decimal places.
*** A vote withheld is not a vote in law and is not counted in the calculation
of the proportion of votes `For' or `Against' the resolution.
UPDATE ON CONDITIONS
Bodycote and BidCo are pleased to announce that the applicable waiting period
under the HSR Act in respect of the Acquisition has expired.
Accordingly, the Condition set out in paragraph 3(a) of Part A of Part III
(Conditions to the Implementation of the Scheme and to the Acquisition) of the
Scheme Document has been satisfied.
Filing processes relating to merger control and foreign direct investment
approvals in other jurisdictions are progressing in line with expectations.
NEXT STEPS AND TIMETABLE
Completion of the Acquisition remains subject to the satisfaction or, where
applicable, waiver of certain other Conditions set out in the Scheme Document,
including the receipt of merger control and foreign direct investment approvals
in certain other jurisdictions, as well as the sanction of the Scheme by the
Court and the delivery of a copy of the Court Order to the Registrar of
Companies. The Scheme is expected to become Effective in Q1 2027.
All dates and times are based on Bodycote's and BidCo's current expectations and
are subject to change (including due to changes to the regulatory timetable). If
any of the expected dates and/or times in the Scheme Document change, the
revised dates and/or times will be notified to Bodycote Shareholders by
announcement through a Regulatory Information Service, with any such
announcement being made available on Bodycote's website at
www.bodycote.com/investors/ and BidCo's website at https://veritasdocument.com/.
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 and Milbank LLP (regulatory) are acting as legal
advisers 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 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
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.
Rounding
Certain figures included in this announcement have been subjected to rounding
adjustments. Accordingly, figures shown for the same category presented in
different tables may vary slightly and figures shown as totals in certain tables
may not be an arithmetic aggregation of the figures that precede them.
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