Bodycote Plc - Form 8 (Opening Position Disclosure)

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Bodycote Plc

14 Aug, 2026, 15:05 GMT

FORM 8 (OPD)

 

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the “Code”)

 

1.   KEY INFORMATION

 

(a)   Full name of discloser:

Bodycote plc

(b)   Owner or controller of interests and short positions disclosed, if different from 1(a):

  The naming of nominee or vehicle companies is insufficient.   For a trust, the trustee(s), settlor and beneficiaries must be named.

N/A

(c)   Name of offeror/offeree in relation to whose relevant securities this form relates:

  Use a separate form for each offeror/offeree

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

(f)   In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?

  If it is a cash offer or possible cash offer, state “N/A”

N/A

 

 

2.   POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

 

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

 

 

(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.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form   8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 

(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

 

Details of any interests, short positions and rights to subscribe (including directors’ and other employee options) of any person 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

23 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

23 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

23 March 2029

Bodycote Incentive Plan

20 March 2024

133,586

Nil

23 March 2027

Bodycote Incentive Plan

21 March 2025

155,505

Nil

21 March 2028

Bodycote Incentive Plan

23 March 2026

152,734

Nil

23 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.

 

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

 

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

 


4.   OTHER INFORMATION

 

(a)   Indemnity and other dealing arrangements

 

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:

Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state “none”

 

None.

 

 

 

(b)   Agreements, arrangements or understandings relating to options or derivatives

 

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:

(i)   the voting rights of any relevant securities under any option; or

(ii)   the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:

If there are no such agreements, arrangements or understandings, state “none”

 

None.

 

 

 

(c)   Attachments

 

Are any Supplemental Forms attached?

 

 

Supplemental Form 8 (Open Positions)

NO

Supplemental Form 8 (SBL)

NO

 

 

Date of disclosure:

14 August 2026

Contact name:

Alison Broughton

Telephone number:

+44 (0)7811 775322

 

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

 

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on +44 (0)20 7638 0129.

 

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk .