Rule 2.8 Announcement

Apollo Management Holdings, L.P.

05 June 2026

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

5 June 2026

Statement of intention not to make an offer for Bodycote plc

Further to the announcement on 22 May 2026 by Bodycote plc ("Bodycote") that it was in receipt of a conditional proposal from Apollo Management X, L.P. (together with Apollo Global Management, Inc. and its subsidiaries ("Apollo")), on behalf of certain of its managed investment funds, Apollo confirms that it does not intend to make a firm offer for Bodycote.

Accordingly, except with the consent of the Panel on Takeovers and Mergers (the "Panel"), Apollo, and any person acting in concert with Apollo, is bound by the restrictions under Rule 2.8 of the Code.

Apollo continues to hold Bodycote and its management team in high regard, is appreciative of the discussions with them and Bodycote's board of directors, and would like to thank them for their time and consideration of the proposal.

Under Note 2 on Rule 2.8 of the Code, Apollo, on behalf of its managed funds, and any person acting in concert with Apollo, reserves the right to set aside the restrictions in Rule 2.8 of the Code and announce an offer or possible offer for Bodycote, or make or participate in an offer or possible offer for Bodycote, and/or take any other action otherwise precluded under Rule 2.8 of the Code within six months of the date of this announcement in the following circumstances:

1.         with the agreement or recommendation of the board of Bodycote;

2.         following the announcement of a firm intention to make an offer for Bodycote, by or on behalf of a third party;

3.         following the announcement by Bodycote of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); or

4.         if there has been a material change of circumstances (as determined by the Panel).

Apollo, on behalf of its managed funds, also reserves the right to acquire shares of Bodycote, subject to, and in accordance with, the Code and other applicable regulations.

Enquiries:

Apollo

[phone]

About Apollo

Apollo is a high growth, global alternative asset manager. Through its fully integrated investment platform spanning the full risk reward spectrum from investment grade to private equity, Apollo provides innovative capital solutions to businesses and invests in all parts of the capital structure. As of 31 March 2026, Apollo had approximately $1.03 trillion of assets under management. Apollo is currently investing out of its tenth private equity fund, Apollo Investment Fund X, L.P together with its parallel funds, which together have investor commitments totalling approximately $20 billion. To learn more, please visit www.apollo.com.

Important notices:

This announcement is not intended to and does not constitute an offer to buy or the solicitation of an offer to subscribe for, sell or otherwise dispose of, or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction whether pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from jurisdictions outside the United Kingdom may be restricted by law and therefore persons in such jurisdictions or into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

This announcement has been prepared in accordance with English law and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The contents of any website referred to in this announcement is not incorporated in, and does not form part of, this announcement.

 

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