PUSU Extension Announcement

Vesuvius plc

27 October 2026

 

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

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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

FOR IMMEDIATE RELEASE

27 October 2026

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.

The person responsible for arranging the release of this announcement on behalf of Vesuvius is Henry Knowles, General Counsel / Company Secretary.

Enquiries

Vesuvius
Rachel Stevens	[phone]
MHP (for media enquiries)
Rachel Farrington	[phone]
Ollie Hoare	[phone]

Inside Information

The information contained within this announcement is deemed by Vesuvius to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

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.

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively as financial adviser to Vesuvius and for no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Vesuvius for providing the protections afforded to clients of Rothschild & Co, nor for providing advice in relation to the matters referred to in this announcement. Neither Rothschild & Co 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 Rothschild & Co in connection with this announcement, any statement contained in this announcement, the proposals or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.

Perella Weinberg UK III LLP ("Perella Weinberg"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority ("FCA"), is acting exclusively for Vesuvius and no-one else in connection with the subject matter of this announcement and will not be responsible to anyone other than Vesuvius for providing the protections afforded to clients of Perella Weinberg, or for providing advice in relation to the contents of this announcement or any other matter referred to herein.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for Vesuvius 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 Vesuvius 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.

Linklaters LLP is acting as legal adviser to Vesuvius.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 3.30pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30pm (London time) on the 10th business day 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 Code, any person who is, or becomes, interested in 1% 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 3.30pm (London time) on the business day 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 Takeover 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.

Rule 26.1 disclosure

A copy of this announcement and the documents required to be published by Rule 26 of the Code will be made available, subject to certain restrictions relating to persons resident in restricted jurisdictions, on the Company's website at www.Vesuvius.com by no later than 12 noon (London time) on the business day 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.

Additional Information

This announcement is not intended to, and does not, constitute or form part of any 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 this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Vesuvius who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Vesuvius who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable requirements.

 

END