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NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
Bodycote International plc (”Bodycote” or the ”Group”)
Rejection of further proposal from Sulzer AG (”Sulzer”)
On 2 March 2007, the Board of Bodycote announced that it had received and rejected a proposal from Sulzer in relation to a possible conditional cash offer for the Group at 325 pence per share.
The Board has since received a revised proposal from Sulzer in relation to a possible conditional cash offer for the Group at 332 pence per share, an increase of 2 per cent over the previous rejected approach. The Board of Bodycote and its advisers believe that this revised proposal continues to significantly undervalue the Group and its prospects and therefore has also been rejected.
The Board firmly believes that the current strategy of the Group and the proven record of its management will result in continued delivery of growth and excellent returns to shareholders. The Board believes it has an attractive future as an independent company and will continue to focus on enhancing returns to its shareholders.
This announcement has been made without the approval of Sulzer. There is no certainty that any offer will be made by Sulzer nor as to the terms on which any offer might be made.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bodycote confirms that its current issued share capital comprises 322,649,698 ordinary shares of 10 pence each.
The International Securities Identification Number for Bodycote’s ordinary shares is GB0006895626.
Bodycote International plc
01625 505 300
John Hubbard
David Landless
Financial Dynamics
020 7831 3113
Jon Simmons
Andrew Dowler
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, ” interested” (directly or indirectly) in 1% or more of any class of ”relevant securities” of Bodycote, all ”dealings” in any ”relevant securities” of that company (including by means of an option in respect of, or a derivative referenced to, any such ”relevant securities”) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ”offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ”interest” in ”relevant securities” of Bodycote, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ”dealings” in ”relevant securities” of Bodycote by Sulzer or Bodycote, or by any of their respective ” associates”, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ”relevant securities” ”dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk .
”Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ”interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ”dealing” under Rule 8, you should consult the Panel.
NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN
Bodycote International plc (”Bodycote” or the ”Group”)
Rejection of further proposal from Sulzer AG (”Sulzer”)
On 2 March 2007, the Board of Bodycote announced that it had received and rejected a proposal from Sulzer in relation to a possible conditional cash offer for the Group at 325 pence per share.
The Board has since received a revised proposal from Sulzer in relation to a possible conditional cash offer for the Group at 332 pence per share, an increase of 2 per cent over the previous rejected approach. The Board of Bodycote and its advisers believe that this revised proposal continues to significantly undervalue the Group and its prospects and therefore has also been rejected.
The Board firmly believes that the current strategy of the Group and the proven record of its management will result in continued delivery of growth and excellent returns to shareholders. The Board believes it has an attractive future as an independent company and will continue to focus on enhancing returns to its shareholders.
This announcement has been made without the approval of Sulzer. There is no certainty that any offer will be made by Sulzer nor as to the terms on which any offer might be made.
In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bodycote confirms that its current issued share capital comprises 322,649,698 ordinary shares of 10 pence each.
The International Securities Identification Number for Bodycote’s ordinary shares is GB0006895626.
Bodycote International plc
01625 505 300
John Hubbard
David Landless
Financial Dynamics
020 7831 3113
Jon Simmons
Andrew Dowler
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Code, if any person is, or becomes, ” interested” (directly or indirectly) in 1% or more of any class of ”relevant securities” of Bodycote, all ”dealings” in any ”relevant securities” of that company (including by means of an option in respect of, or a derivative referenced to, any such ”relevant securities”) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the ”offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an ”interest” in ”relevant securities” of Bodycote, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all ”dealings” in ”relevant securities” of Bodycote by Sulzer or Bodycote, or by any of their respective ” associates”, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose ”relevant securities” ”dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk .
”Interests in securities” arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an ”interest” by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to disclose a ”dealing” under Rule 8, you should consult the Panel.
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