Result of Meeting
Bodycote plc shareholders have approved the recommended cash acquisition by Vulcan Alpha Bidco Limited, a subsidiary of Veritas Capital Fund Management, L.L.C. The Court Meeting saw 99.79% of votes cast in favour of the scheme of arrangement, representing 42.52% of the total issued ordinary share capital. Similarly, the General Meeting overwhelmingly passed the special resolution for the scheme's implementation. The waiting period under the HSR Act has expired, satisfying a key condition, and other regulatory filings are progressing as expected, with completion anticipated in the first quarter of 2027.
Select text to share a quote on X · sign in to keep highlights & notes in your BOY notes
(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").
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 Court Meeting | Number of Scheme Shares voted | % of Scheme Shares voted * | Number of Scheme Shareholders who voted ** | % of Scheme Shareholders who voted * | Number of 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.
# 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.
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/.
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.
Dealing and Opening Position Disclosure Requirements
Requesting hard copy documents
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.