Form 8 (Opening Position Disclosure) - amended
Bodycote plc, as the offeree in an ongoing offer, has amended its public opening position disclosure. As of August 13, 2026, the company itself holds no relevant securities, cash-settled derivatives, or stock-settled derivatives. However, certain directors and their close relatives hold interests in Bodycote shares, with Jim Fairbairn and his relatives holding 62,635 shares (0.04%), Ben Fidler holding 87,637 shares (0.05%), Daniel Dayan holding 97,500 shares (0.06%), Kevin Boyd and his relatives holding 12,090 shares (0.01%), and Cynthia Gordon holding 1,708 shares (0.00%). Additionally, directors hold various options and awards under different share plans, with significant numbers of ordinary shares under option for Jim Fairbairn and Ben Fidler, vesting between 2027 and 2029. Leucadia Asset Management LLC, a connected adviser, holds a short swap position over 25,198 shares (0.01%). There are no other disclosed indemnities, agreements, or understandings relating to dealings or options.
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Rules 8.1 and 8.2 of the Takeover Code (the “Code”)
Amendment – this form replaces RNS 4390566, published at 12:18 on 01/09/26 and RNS 4383748, published at 16:05 on 14/08/26. Changes have been made to Section 3(b).
1.
KEY INFORMATION
| (a) Full name of discloser: | Bodycote plc |
| (d) Is the discloser the offeror or the offeree? | OFFEREE |
| (e) Date position held: The latest practicable date prior to the disclosure | 13 August 2026 |
2.
POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a)
Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
Class of relevant security:
| Interests | Short positions | |||
| Number | % | Number | % | |
| (1) Relevant securities owned and/or controlled: | N/A | - | N/A | - |
| (2) Cash-settled derivatives: | N/A | - | N/A | - |
| (3) Stock-settled derivatives (including options) and agreements to purchase/sell: | N/A | - | N/A | - |
| TOTAL: | N/A | - | N/A | - |
All interests and all short positions should be disclosed.
8 (Open Positions).
(b)
Rights to subscribe for new securities
| Class of relevant security in relation to which subscription right exists: | N/A |
| Details, including nature of the rights concerned and relevant percentages: | N/A |
3.
POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
a) Interests held by directors of the Offeree, their close relatives and the related trusts of any of them (excluding options set out below) Name Number of shares Percentage of issued share capital (to two decimal places) Jim Fairbairn and his close relatives 62,635 0.04% Ben Fidler 87,637 0.05% Daniel Dayan 97,500 0.06% Lili Chahbazi 0 0.00% Kevin Boyd and his close relatives 12,090 0.01% Emmanuelle Dubu 0 0.00% Cynthia Gordon 1,708 0.00% Beatriz García-Cos Muntañola 0 0.00% b) Options and awards held by directors of the Offeree, their close relatives and the related trusts of any of them (1) (2) (3) (4) (5) (6) Name Share Plan Date of award No. of ordinary shares of 17 3/11th pence in Bodycote under option Exercise price per share (GBP) Normal vesting date / exercise period Jim Fairbairn Annual bonus plan (deferred shares) 21 March 2025 27,932 N/A 21 March 2028 Annual bonus plan (deferred shares) 23 March 2026 22,031 N/A 26 March 2029 Buy-out awards 22 March 2024 23,535 Nil 22 March 2027 Bodycote Incentive Plan 20 March 2024 156,445 Nil 20 March 2027 Bodycote Incentive Plan 21 March 2025 184,523 Nil 21 March 2028 Bodycote Incentive Plan 23 March 2026 185,652 Nil 26 March 2029 Ben Fidler Annual bonus plan (deferred shares) 20 March 2024 33,658 N/A 20 March 2027 Annual bonus plan (deferred shares) 21 March 2025 24,693 N/A 21 March 2028 Annual bonus plan (deferred shares) 23 March 2026 16,193 N/A 26 March 2029 Bodycote Incentive Plan 20 March 2024 133,586 Nil 20 March 2027 Bodycote Incentive Plan 21 March 2025 155,505 Nil 21 March 2028 Bodycote Incentive Plan 23 March 2026 152,734 Nil 26 March 2029 c) Interests of connected advisers of the Offeree Name Number of interests Percentage of issued share capital (two decimal places) Leucadia Asset Management LLC* 25,198 0.01% *Leucadia Asset Management LLC, a group company of Jefferies Financial Group Inc., holds a short swap position over 25,198 shares.
4.
OTHER INFORMATION
(a)
Indemnity and other dealing arrangements
None.
(b)
Agreements, arrangements or understandings relating to options or derivatives
None.
(c)
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