18th Apr 2007 07:01
Bodycote International PLC18 April 2007 NOT FOR RELEASE PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OFAMERICA, 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 andrejected a proposal from Sulzer in relation to a possible conditional cash offerfor the Group at 325 pence per share. The Board has since received a revised proposal from Sulzer in relation to apossible conditional cash offer for the Group at 332 pence per share, anincrease of 2 per cent over the previous rejected approach. The Board ofBodycote and its advisers believe that this revised proposal continues tosignificantly undervalue the Group and its prospects and therefore has also beenrejected. The Board firmly believes that the current strategy of the Group and the provenrecord of its management will result in continued delivery of growth andexcellent returns to shareholders. The Board believes it has an attractivefuture as an independent company and will continue to focus on enhancing returnsto its shareholders. This announcement has been made without the approval of Sulzer. There is nocertainty that any offer will be made by Sulzer nor as to the terms on which anyoffer might be made. In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bodycoteconfirms that its current issued share capital comprises 322,649,698 ordinaryshares of 10 pence each. The International Securities Identification Number for Bodycote's ordinaryshares is GB0006895626. Enquiries: Bodycote International plc 01625 505 300John HubbardDavid Landless Financial Dynamics 020 7831 3113Jon SimmonsAndrew 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 "relevantsecurities" of Bodycote, all "dealings" in any "relevant securities" of thatcompany (including by means of an option in respect of, or a derivativereferenced to, any such "relevant securities") must be publicly disclosed by nolater than 3.30 pm (London time) on the London business day following the dateof the relevant transaction. This requirement will continue until the date onwhich the offer becomes, or is declared, unconditional as to acceptances, lapsesor is otherwise withdrawn or on which the "offer period" otherwise ends. If twoor more persons act together pursuant to an agreement or understanding, whetherformal or informal, to acquire an "interest" in "relevant securities" ofBodycote, 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 "relevantsecurities" 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 theLondon business day following the date of the relevant transaction. A disclosure table, giving details of the companies in whose "relevantsecurities" "dealings" should be disclosed, and the number of such securities inissue, can be found on the Takeover Panel's website atwww.thetakeoverpanel.org.uk . "Interests in securities" arise, in summary, when a person has long economicexposure, whether conditional or absolute, to changes in the price ofsecurities. In particular, a person will be treated as having an "interest" byvirtue of the ownership or control of securities, or by virtue of any option inrespect of, or derivative referenced to, securities. Terms in quotation marks are defined in the Code, which can also be found on thePanel's website. If you are in any doubt as to whether or not you are requiredto disclose a "dealing" under Rule 8, you should consult the Panel. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Bodycote