PUSU Extension Announcement
PUSU deadline extended to 24 November 2026 as talks with RHI Magnesita on potential offer continue.
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THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.
Vesuvius plc
Extension to deadline under Rule 2.6(c) of the Code
On 29 September 2026, the Board of Vesuvius plc ("Vesuvius" or the "Company") confirmed that it had received a series of unsolicited non-binding indicative proposals from RHI Magnesita N.V. ("RHIM") (the "Announcement"), the most recent of which was received on 27 August 2026 (the "Latest Proposal").
The Announcement also stated that, in accordance with Rule 2.6(a) of the Code, RHIM was required, by not later than 5.00pm (London time) on 27 October 2026 (the "PUSU Deadline"), to either announce a firm intention to make an offer for Vesuvius under Rule 2.7 of the Code or announce that it does not intend to make such an offer in which case the announcement would be treated as a statement to which Rule 2.8 of the Code applies.
Since the Announcement, Vesuvius confirms that there has been a period of substantive engagement with RHIM to assess whether a satisfactory position can be reached regarding the execution risks and financial terms associated with a potential offer.
A reasonable level of progress has been made in relation to the execution risks. Headline agreement has now been reached on a disposal revenue threshold with respect to any potential remedies to be offered by RHIM to satisfy certain anti-trust conditions, together with a related reverse break fee. However, material further work is still required. Therefore, to allow time for this work and to establish whether a satisfactory position can ultimately be reached on both execution risks and financial terms, the Board of Vesuvius has requested, and the Panel on Takeovers and Mergers (the "Takeover Panel") has consented to, an extension to the PUSU Deadline.
Consequently, in accordance with Rule 2.6(a) of the Code, RHIM is now required, by not later than 5.00pm on 24 November 2026, either to announce a firm intention to make an offer 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 may be further extended by the Company with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.
There can be no certainty that any formal offer for Vesuvius will be made.
A further announcement will be made if and when appropriate.
Notice related to advisers
J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the FCA. J.P. Morgan Cazenove is acting as joint financial adviser and corporate broker to Vesuvius and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Vesuvius for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.
Linklaters LLP is acting as legal adviser to Vesuvius.
Rule 26.1 disclosure
Additional Information
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.