Result of Equity Issue

Bodycote International PLC
01 April 2004


1 April 2004

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF
IRELAND, JAPAN OR THE REPUBLIC OF SOUTH AFRICA


                           Bodycote International plc

                            RESULTS OF RIGHTS ISSUE


The Company announces that the 1 for 4 rights issue of 64,157,581 New Ordinary
Shares at 100 pence per share, as detailed in the Prospectus published by
Bodycote on 9 March 2004 and in the announcement made on 9 March 2004, closed at
9:30 a.m. on 31 March 2004.

Valid acceptances have been received in respect of 61,273,536 New Ordinary
Shares from Qualifying Shareholders, which represents a take-up of approximately
95.5 per cent.

The balance of the New Ordinary Shares which were not taken up, being 2,884,045
New Ordinary Shares, has been placed with institutional investors at a price of
135.25 pence per share.

Non-participating Shareholders will be sent a cheque for their share of the
premium over the Rights Issue Price less the related expenses of procuring those
investors including commissions and amounts in respect of value added tax, save
that amounts of less than £3.00 will be retained for the benefit of the Company.
Fractional entitlements to New Ordinary Shares have been sold in the market for
the benefit of the Company as part of the placing referred to above.

It is expected that definitive share certificates in respect of the New Ordinary
Shares will be despatched by 8 April 2004.

The Rights Issue was fully underwritten by Dresdner Bank AG.


Directors' shareholdings

In accordance with the intentions stated in the Prospectus, the figure for valid
acceptances noted above includes 83,185 New Ordinary Shares subscribed for by
Bodycote's Directors taking up their rights.

Following the Rights Issue, and as notified to Bodycote today by each of the
Directors, the shareholdings of the Directors (and their associates) are as
follows:

Director                      No. of shares subscribed           Resultant holding  % of enlarged issued share
                                                                                                       capital

J.A.S. Wallace                                  11,457                      57,287                        0.02
J.D. Hubbard                                    49,103                     949,103                        0.30
D.F. Landless                                    1,375                       6,875                           -
D.R. Sleight                                    17,500                      87,500                        0.03
R.T. Scholes                                     3,750                      18,750                        0.01
J. Vogelsang                                       Nil                         Nil                         Nil
L.P. Bermejo                                       Nil                         Nil                         Nil



Following the rights issue of 64,157,581 Ordinary 10 pence shares the total
number of shares in issue will be 320,787,907 Ordinary 10 pence shares.

Definitions used in the Prospectus dated 9 March 2004 and the announcement made
on 9 March 2004 shall have the same meanings when used in this announcement,
unless the context requires otherwise.



Enquiries:

Bodycote International plc                             Tel:  [phone]
James Wallace, Chairman
John D. Hubbard, Chief Executive
David Landless, Group Finance Director

Dresdner Kleinwort Wasserstein Limited                 Tel:  [phone]
Chris Treneman
Christopher Baird

Financial Dynamics                                     Tel:   [phone]
Jon Simmons




This announcement shall not constitute or form any part of any offer or
invitation to subscribe for, or otherwise acquire, or any solicitation of any
offer to purchase or subscribe for the New Ordinary Shares (the 'Securities').
Any purchase of, or application for the Securities in the Rights Issue should
only be made on the basis of information contained in the Prospectus and any
supplement thereto.

The Securities have not been and will not be registered under the United States
Securities Act of 1933, as amended, or under the laws of any State in the United
States nor will they qualify for distribution under any of the relevant
securities laws of the Excluded Territories nor has any Prospectus in relation
to the New Ordinary Shares been lodged with or registered by the Australian
Securities and Investments Commission. Accordingly, subject to certain
exemptions, the Securities may not be offered, sold, delivered, renounced or
transferred, directly or indirectly, in or into the Excluded Territories. There
is no public offer of Securities in the United States or any other Excluded
Territory.

Dresdner Kleinwort Wasserstein Limited and Dresdner Kleinwort Wasserstein
Securities Limited, which are authorised and regulated by the Financial Services
Authority, are acting for Bodycote International plc in connection with the
matters referred to in this announcement and are not acting for any person other
than Bodycote International plc and will not be responsible for any person other
than Bodycote International plc for providing the protections afforded to
customers of Dresdner Kleinwort Wasserstein Limited and Dresdner Kleinwort
Wasserstein Securities Limited or for providing advice to any person in
connection with the Rights Issue or any other matters referred to in this
announcement.

Persons needing advice should consult an independent financial adviser. Certain
statements made in this announcement are forward-looking statements. These
forward-looking statements speak only as at the date of this announcement. Such
statements are based on current expectations and, by their nature, are subject
to a number of risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or performance
expressed or implied by the forward-looking statement. The information and
opinions contained in this announcement are subject to change without notice and
Bodycote International assumes no responsibility or obligation to update
publicly or review any of the forward-looking statements contained herein.


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