Results of Meetings

Rotork PLC

03 September 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

FOR IMMEDIATE RELEASE

3 September 2026

RECOMMENDED CASH ACQUISITION

of

ROTORK PLC ("ROTORK")

by

ABB LTD ("ABB")

(through its indirect, wholly-owned subsidiary, ABB Automation Holding UK Limited ("Bidco"))

and

Proposal for the acquisition of the Rotork Preference Shares by ABB (through its indirect, wholly-owned subsidiary, Bidco)

each to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006

RESULTS OF MEETINGS

On 16 July 2026, the boards of directors of Rotork and ABB announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Rotork (the "Acquisition"). In connection with the Acquisition, Rotork and ABB (through Bidco) announced a proposal to the holders of Rotork Preference Shares pursuant to which Bidco will acquire the entire issued and to be issued preference share capital of Rotork (the "Preference Share Acquisition").

The Acquisition and the Preference Share Acquisition are being implemented by way of Court-sanctioned schemes of arrangement under Part 26 of the Companies Act (the "Ordinary Share Scheme" and the "Preference Share Scheme", respectively) and each are subject to the terms and conditions set out in the circular in relation to the Ordinary Share Scheme and the Preference Share Scheme sent to Rotork Shareholders dated 6 August 2026 (the "Scheme Document").

Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document.

Results of Meetings

Rotork announces that, at the Ordinary Share Court Meeting, the Ordinary Share General Meeting and the Preference Share Court Meeting held earlier today in connection with the Acquisition and the Preference Share Acquisition, respectively:

(A)  the requisite majorities of Ordinary Scheme Shareholders present (including by proxy) voted in favour of the resolution to approve the Ordinary Share Scheme at the Ordinary Share Court Meeting;

(B)  the requisite majority of Rotork Ordinary Shareholders present (including by proxy) voted in favour of the Ordinary Share Resolution to implement the Scheme, including the amendments to the Rotork Articles, at the Ordinary Share General Meeting; and

(C)  the requisite majorities of Preference Scheme Shareholders present (including by proxy) voted in favour of the resolution to approve the Preference Share Scheme at the Preference Share Court Meeting.

Details of the resolutions proposed and passed are set out in the notices of the Ordinary Share Court Meeting, the Ordinary Share General Meeting and the Preference Share Court Meeting contained in Parts X, XI and XII of the Scheme Document, respectively.

Voting results of the Ordinary Share Court Meeting

The table below sets out the results of the poll conducted at the Ordinary Share Court Meeting. Each Ordinary Scheme Shareholder present (including by proxy) was entitled to one vote per Ordinary Scheme Share held at the Ordinary Share Voting Record Time:

Results of Ordinary Share Court Meeting	Ordinary Scheme Shares voted		Ordinary Scheme Shareholders who voted**		No. of Ordinary Scheme Shares voted as a % of the Ordinary Scheme Shares eligible to be voted at the Ordinary Share Court Meeting*
	Number	%*	Number	%*
FOR	377,397,051	96.01	372	88.15	46.18
AGAINST	15,678,270	3.99	50	11.85	1.92
TOTAL***	393,075,321	100.00	408	100.00	48.10

*      Rounded to two decimal places.

**     Where an Ordinary Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Ordinary Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Ordinary Scheme Shareholders who voted as set out in this column.

***   The aggregate of Ordinary Scheme Shareholders voting "for" and "against" the resolution as set out in this row exceeds the total number and percentage of Ordinary Scheme Shareholders who voted because 14 Ordinary Scheme Shareholders gave instructions for votes to be cast "for" the resolution in respect of part of their holding of Ordinary Scheme Shares and "against" the resolution in respect of another part of their holding of Ordinary Scheme Shares.

Voting results of the Ordinary Share General Meeting

The table below sets out the results of the poll conducted at the Ordinary Share General Meeting. Each Rotork Ordinary Shareholder present (including by proxy) was entitled to one vote per Rotork Ordinary Share held at the Ordinary Share Voting Record Time:

	Votes FOR		Votes AGAINST		Total votes	Withheld votes**
	Number	%*	Number	%*	Number	Number
Approval of the Ordinary Share Resolution	377,585,779	96.03	15,600,359	3.97	393,186,138	229,057

*      Rounded to two decimal places. 

**     A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes "for" or "against" the Ordinary Share Resolution.

A copy of the Ordinary Share Resolution passed at the Ordinary Share General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

Voting results of the Preference Share Court Meeting

The table below sets out the results of the poll conducted at the Preference Share Court Meeting. Each Preference Scheme Shareholder present (including by proxy) was entitled to one vote per Preference Scheme Share held at the Preference Share Voting Record Time:

Results of Preference Share Court Meeting	Preference Scheme Shares voted		Preference Scheme Shareholders who voted**		No. of Preference Scheme Shares voted as a % of the Preference Scheme Shares eligible to be voted at the Preference Share Court Meeting*
	Number	%*	Number	%*
FOR	30,482	99.17	39	95.12	76.07
AGAINST	256	0.83	2	4.88	0.64
TOTAL***	30,738	100.00	41	100.00	76.71

*      Rounded to two decimal places.

**     Where a Preference Scheme Shareholder has cast some of their votes "for" and some of their votes "against" the resolution, such Preference Scheme Shareholder has been counted as having voted both "for" and "against" the resolution for the purposes of determining the number of Preference Scheme Shareholders who voted as set out in this column.

***   The aggregate of Preference Scheme Shareholders voting "for" and "against" the resolution as set out in this row exceeds the total number and percentage of Preference Scheme Shareholders who voted because 0 Preference Scheme Shareholders gave instructions for votes to be cast "for" the resolution in respect of part of their holding of Preference Scheme Shares and "against" the resolution in respect of another part of their holding of Preference Scheme Shares.

Effective Date and Timetable

The outcome of today's Meetings means that: (i) in respect of the Acquisition, Conditions 2(A) and 2(B) (as set out in Part A of Part III of the Scheme Document) have been satisfied; and (ii) in respect of the Preference Share Acquisition, Preference Scheme Condition 2(A) (as set out in Part C of Part III of the Scheme Document) has been satisfied.

The Ordinary Share Scheme and the Preference Share Scheme remain subject to the satisfaction or (where applicable) waiver of the remaining Conditions and Preference Scheme Conditions, respectively, including the sanction by the Court of the Ordinary Share Scheme or, as the case may be, the Preference Share Scheme, as well as the further terms set out in the Scheme Document.

The expected timetable of principal events for the implementation of the Ordinary Share Scheme and the Preference Share Scheme remains as set out on pages 16 and 17 of the Scheme Document. The Ordinary Share Scheme and the Preference Share Scheme are expected to become Effective during the first half of 2027. Any updates to the dates and/or times in the expected timetable will be notified to Rotork Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange. 

Enquiries

Rotork Alex Toms, Investor Relations Director Stuart Pain, Group General Counsel & Company Secretary	[phone] [phone]
J.P. Morgan Cazenove (Joint Lead Financial Adviser and Corporate Broker to Rotork) Richard Perelman James Robinson Saumitra Gorani	[phone]
Rothschild & Co (Joint Lead Financial Adviser and Sole Rule 3 Adviser to Rotork) Ravi Gupta Sabina Pennings Asha Nagarajan	[phone]
Jefferies (Joint Financial Adviser and Corporate Broker to Rotork) Alex de Souza Sam Barnett Harry Le May	[phone]
Morgan Stanley (Joint Financial Adviser to Rotork) Tom Perry Karsten Hofacker Rusheel Somaiya	[phone]
FTI Consulting (PR Adviser to Rotork)  Nick Hasell  Alex Le May  Edward Knight  Ben Fletcher	[phone] [e-mail]
ABB Media Relations Eike Christian Meuter Investor Relations Ann-Sofie Nordh	[phone] [e-mail] [phone] [e-mail]
Barclays (Sole Financial Adviser to ABB) Pier Luigi Colizzi Yuri Shakhmin Aamir Khan	[phone]

Slaughter and May is acting as legal adviser to Rotork in connection with the Acquisition and the Preference Share Acquisition.

Freshfields LLP is acting as legal adviser to ABB and Bidco in connection with the Acquisition and the Preference Share Acquisition.

Important Notices

This announcement is for information purposes only and is not intended to, and does not, constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or Preference Share Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Rotork in any jurisdiction in contravention of applicable law.

The Acquisition and the Preference Share Acquisition will be made solely by means of the Scheme Document (or, if the Acquisition is implemented by way of a Takeover Offer, the Offer Document, and if the Preference Share Acquisition is implemented by way of a takeover offer, the relevant offer document), which will contain the full terms and conditions of the Acquisition and the Preference Share Acquisition.

This announcement does not constitute a prospectus or prospectus-equivalent document or a prospectus exempted document.

Application of the Takeover Code

The Rotork Preference Shares do not form part of the equity share capital of Rotork. As a result, the Takeover Code does not apply to the Preference Share Acquisition or the Preference Share Scheme, nor are the Preference Share Acquisition or the Preference Share Scheme subject to the jurisdiction of, or being regulated by, the Panel.

Disclaimers

J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority or its successor from time to time (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000 (the "FCA"). J.P. Morgan Cazenove is acting as financial adviser exclusively for Rotork and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Rotork for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Rotork and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Rotork for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Rotork and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Rotork for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this announcement, any statement contained herein or otherwise.

Morgan Stanley & Co. International plc ("Morgan Stanley"), which is authorised by the PRA and regulated by the PRA and the FCA in the United Kingdom, is acting exclusively for Rotork and for no one else in connection with the Acquisition and the Preference Share Acquisition and neither Morgan Stanley nor any of its affiliates, nor their respective directors, officers, employees or agents will be responsible to anyone other than Rotork for providing the protections afforded to its clients or for providing advice in relation to the Acquisition and the Preference Share Acquisition, the contents of this announcement or any other matters referred to in this announcement.

Barclays Bank PLC, acting through its Investment Bank ("Barclays"), which is authorised by the PRA and regulated in the United Kingdom by FCA and the PRA, is acting exclusively for ABB and Bidco and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than ABB and Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to any matter referred to in this announcement.

No person has been authorised to give any information or make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied upon as having been authorised by Rotork, the Rotork Directors, ABB, Bidco, the ABB Directors or Bidco Directors, or by J.P. Morgan Cazenove, Rothschild & Co, Jefferies, Morgan Stanley, FTI Consulting, Barclays or any other person involved in the Acquisition and the Preference Share Acquisition. Neither the publication of this announcement, the holding of the Sanction Hearing, nor the filing of the Ordinary Share Court Order or Preference Share Court Order shall, under any circumstances, create any implication that there has been no change in the affairs of the Wider Rotork Group or the Wider ABB Group since the date of this announcement or that the information in, or incorporated into, this announcement is correct as at any time subsequent to its date.

Overseas shareholders

The release, publication or distribution of this announcement in, into or from jurisdictions other than the United Kingdom or the United States, and the availability of the Acquisition and/or the Preference Share Acquisition to Rotork Ordinary Shareholders and Rotork Preference Shareholders who are not resident in the United Kingdom or the United States, may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or the United States should inform themselves about, and observe, any applicable legal or regulatory requirements.

Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition and/or the Preference Share Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.

This announcement has been prepared for the purposes of complying with English law (and, in respect of the Acquisition only, the Takeover Code) and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England. The Acquisition and Preference Share Acquisition will be subject to English law and the jurisdiction of the courts of England and Wales and the applicable requirements of the Companies Act, the London Stock Exchange, the FCA and, in respect of the Acquisition only, the Takeover Code and the Panel.

Unless otherwise determined by ABB or required by the Takeover Code (to the extent applicable), and permitted by applicable law and regulation, the Acquisition and/or the Preference Share Acquisition will not be made available, in whole or in part, directly or indirectly, in, into or from, or by the use of mails or any means or instrumentality (including but not limited to facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction and no person may vote in favour of the Acquisition and/or the Preference Share Acquisition by any such use, means, instrumentality or from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.

Copies of this announcement and any formal documentation relating to the Acquisition and/or the Preference Share Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

Further details in relation to Overseas Shareholders are contained in the Scheme Document and Rotork Shareholders are advised to read the Scheme Document and its accompanying documents carefully.

Additional information for US investors

Each of the Acquisition and the Preference Share Acquisition is being made to acquire the securities of an English company by means of a scheme of arrangement provided for under English law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, each scheme of arrangement will be subject to disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer rules and the US proxy solicitation rules.

If ABB exercises its right to implement the acquisition of the Rotork Ordinary Shares by way of a Takeover Offer (subject to the consent of the Panel (where required) and the terms of the Co-operation Agreement), such offer will be made in compliance with applicable US laws and regulations.

The financial information included in this announcement has been prepared in accordance with accounting standards applicable in the United Kingdom and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

It may be difficult for US holders to enforce their rights and claims arising out of US federal securities laws, since ABB and Rotork are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, ABB or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Rotork Shares outside of the US, other than pursuant to the Acquisition and/or the Preference Share Acquisition, until the date on which the Acquisition or the Preference Share Acquisition (respectively) becomes effective, lapses or is otherwise withdrawn. In accordance with the Takeover Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Barclays will continue to act as an exempt principal trader in Rotork Shares on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Takeover Code (to the extent applicable) will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

The receipt of cash pursuant to the Acquisition and/or the Preference Share Acquisition by a US holder of shares as consideration for the transfer of its shares pursuant to either scheme of arrangement may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Rotork Ordinary Shareholder and each Rotork Preference Shareholder is urged to consult with independent professional advisers immediately regarding the tax consequences of the Acquisition and/or the Preference Share Acquisition applicable to them.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, the Preference Share Acquisition, and other information published by ABB, Bidco, Rotork, any member of the Wider ABB Group or any member of the Wider Rotork Group contain statements which are, or may be deemed to be, "forward-looking statements". Such forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of ABB, Bidco, Rotork, any member of the Wider ABB Group or any member of the Wider Rotork Group about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition and the Preference Share Acquisition on ABB, Bidco, Rotork, the Enlarged ABB Group, any member of the Wider ABB Group, or any member of the Wider Rotork Group, the expected timing and scope of the Acquisition, the Preference Share Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking terminology, including the terms "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.

Although ABB and Rotork believe that the expectations reflected in such forward looking statements are reasonable, ABB and Rotork can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include the satisfaction of the Conditions and the Preference Scheme Conditions, as well as additional factors, such as: changes in the UK or global, political, economic, social, legal, business and competitive environments, in global trade policies, and in market and regulatory forces; the loss of or damage to one or more key customer relationships; changes to customer ordering patterns; disruptions and inefficiencies in their supply chains; changes in future inflation, deflation, exchange and interest rates and fluctuations in component and product prices; changes in tax and social security (including national insurance) rates; future business combinations, capital expenditures, acquisitions or dispositions; changes in general and economic business conditions; changes in the behaviour of other market participants; labour disputes and shortages; outcome of pending or future litigation proceedings; the failure to maintain effective internal control over financial reporting or effective disclosure controls and procedures, the inability to remediate one or more material weaknesses, or the discovery of additional material weaknesses, in the internal control over financial reporting; other business, technical and/or operational risks and challenges; the objectives of management for future operations; failure to comply with environmental and health and safety laws and regulations; timing of receipt of, or failure to comply with, necessary notices, concessions, permits and approvals; weak, volatile or illiquid capital and/or credit markets; any public health crises, pandemics or epidemics and repercussions thereof; changes to the boards of ABB, Bidco and/or Rotork and/or the composition of their respective workforces; safety and technology risks; exposures to IT system failures, cyber-crime, fraud and pension scheme liabilities; risks relating to environmental matters such as climate change; changes to law and/or the policies and practices of regulatory and governmental bodies; heightening of geopolitical tensions and any repercussions thereof; and changes in economic conditions both in the UK and worldwide.

Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither ABB, Bidco, Rotork, nor any member of the Wider ABB Group or any member of the Wider Rotork Group, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the FCA, to the extent applicable), neither ABB, Bidco, Rotork, nor any member of the Wider ABB Group or any member of the Wider Rotork Group is under any obligation, and ABB, Bidco, Rotork, and members of the Wider ABB Group and Wider Rotork Group  expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing disclosure requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day (as defined in the Takeover Code) following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day (as defined in the Takeover Code) following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day (as defined in the Takeover Code) following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

The Rotork Preference Shares do not form part of the equity share capital of Rotork under the Takeover Code. The Preference Share Scheme does not therefore constitute an offer to which the Takeover Code applies and the Preference Share Scheme is not subject to the jurisdiction of the Takeover Panel. Therefore, no dealing disclosures are required to be made under Rule 8 of the Takeover Code in respect of dealings in Rotork Preference Shares.

Publication on website

A copy of this announcement and the documents required to be published by Rule 26.1 of the Takeover Code will be made available, subject to certain restrictions relating to persons in or resident in Restricted Jurisdictions, on ABB's website at www.new.abb.com/rotorkoffer and on Rotork's website at www.rotork.com/en/investors by no later than 12.00 p.m. (London time) on the business day (as defined in the Takeover Code) following the date of this announcement.

For the avoidance of doubt, the contents of those websites are not incorporated into and do not form part of this announcement.

Requesting hard copies

In accordance with Rule 30.3 of the Takeover Code, Rotork Ordinary Shareholders, Rotork Preference Shareholders, persons with information rights and participants in Rotork Share Plans may request a hard copy of this announcement (and any information incorporated by reference in this announcement) by contacting Rotork's Registrar, Equiniti, between 8.30 a.m. to 5.30 p.m. (London time) Monday to Friday (excluding public holidays in England and Wales) on [phone], or by submitting a request in writing to Equiniti Limited, Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement will not be sent unless so requested.

Such persons may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition and/or the Preference Share Acquisition should be in hard copy form.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

 

END