Response to media speculation

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

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, NOR AS TO THE TERMS ON WHICH ANY OFFER WILL BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

22 May 2026

 

Bodycote plc

 

Response to media speculation

 

The Board of Bodycote plc ("Bodycote") notes the recent media speculation and confirms that it has received a conditional proposal from Apollo Management X, L.P. (together with Apollo Global Management, Inc. and its subsidiaries ("Apollo")), on behalf of certain of its managed investment funds, regarding a possible cash offer for the entire share capital of Bodycote.

 

Under the proposal, Bodycote shareholders would receive an offer price of 885 pence per share in cash and would be entitled to receive the proposed final dividend of 16.1 pence per share for the 2025 financial year without any reduction to the offer price (subject to approval by shareholders at Bodycote's annual general meeting on 27 May 2026) (the "Proposal").

 

This Proposal follows a number of previous proposals from Apollo to the Board regarding a possible offer for Bodycote. The Board of Bodycote and Apollo are in discussions regarding the Proposal.

 

There can be no certainty that any offer will be made, nor as to the final terms on which any offer might be made. A further announcement will be made as and when appropriate.

 

In accordance with Rule 2.6(a) of the Code, Apollo is required, by not later than 5.00 p.m. on 19 June 2026, either to announce a firm intention to make an offer for Bodycote in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

 

This announcement is being made by Bodycote without the prior approval of Apollo.

 

The person responsible for making this announcement on behalf of Bodycote is Alison Broughton.

 

Enquiries:

 

Bodycote plc   Jim Fairbairn, Chief Executive Officer Ben Fidler, Chief Financial Officer Peter Lapthorn, Head of FP&A and Investor Relations	+44 (0) 16 2550 5300
FTI Consulting           (PR Adviser) Richard Mountain Edward Knight	+44 (0) 20 3727 1340

Barclays Bank PLC and Goldman Sachs International are acting as financial advisers to Bodycote.

 

Disclaimers

 

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for Bodycote and no one else in connection with the matters set out 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 any matter referred to in this announcement.

 

In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Securities Exchange Act 1934 of the United States, 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 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, which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for Bodycote and 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 International, or for providing advice in connection with the matters referred to in this announcement.

 

Rule 26.1 disclosure

 

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on Bodycote's website at www.Bodycote.com, by no later than 12 noon (London time) on 26 May 2026. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

Offer Period

 

Following this announcement, Bodycote is now considered to be in an "offer period" as defined in the Code, and the dealing disclosure requirements as set out below will apply.

 

Disclosure requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1% 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 pm (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 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. 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.

 

Additional Information

 

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise.

 

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been disclosed in accordance with the laws of jurisdictions outside England. The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Bodycote should one be made who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Bodycote who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.