Planning
Further information: Battle of Villers-Bocage order of battleDuring the night Hinde put the final touches to his battle plan. It was clear that to control Villers-Bocage his 22nd Armoured Brigade group would have to rapidly occupy the nearby ridge. The 4th County of London Yeomanry (4CLY), with one company of the 1st Battalion the Rifle Brigade, was to pass through Villers-Bocage and occupy Point 213, the highest point of the ridge. The 1/7th Queen's Royal Regiment (West Surrey) would follow up and occupy the town itself, while the 5th Royal Tank Regiment (5RTR), with a further company of the Rifle Brigade, was to take up positions on a second area of high ground to the southwest of the town at Maisoncelles-Pelvey. Equipped with M10 Achilles self-propelled anti-tank guns, the 260th Anti-tank Battery of the Norfolk Yeomanry would cover the gap between 4CLY and 5RTR. The 5th Royal Horse Artillery (5RHA), equipped with Sexton self-propelled artillery guns, would advance behind the rest of the brigade. The 5RHA and the brigade's tactical headquarters were established to the west of the town at Amayé-sur-Seulles. Hinde's two Hussar regiments were to provide flank protection, act as a buffer, screen the British from the Panzer Lehr, and seek out enemy positions on either side of the line of advance. The remainder of the division—the 131st Infantry Brigade with the 1st Royal Tank Regiment (1RTR) and the 1/5th and 1/6th battalions Queen's Royal Regiment (West Surrey)—was to position itself in the Livry area to hold a "firm base", keeping the Brigade group's line of communication secure.
Having done all they could in the short term to address the gaping hole in their front by sending light reconnaissance forces to cover the Caumont area until newly arriving divisions had assembled, the Germans turned their attention to their open left flank. I SS-Panzer Korps commander Obergruppenführer Sepp Dietrich ordered his only reserve, the 101st SS Heavy Panzer Battalion, to position itself behind the Panzer Lehr and 12th SS-Panzer divisions in the Villers-Bocage area, as a precaution against any Allied attempt to hook through the Caumont Gap.
The 101st SS Heavy Panzer Battalion had arrived in Normandy on 12 June, after a five day, 160-mile (260 km) drive from Beauvais. Mustering 45 Tiger I tanks at full strength, the battalion had come under severe air attack near Versailles and been reduced to around 17 serviceable tanks. The battalion's 1st Company was situated 5.6 miles (9.0 km) northeast of Villers-Bocage; the 2nd Company, under the command of SS-Obersturmführer Michael Wittmann, was just south of Point 213 on the Villers-Bocage ridge; and the 3rd, with only one serviceable tank, was near Falaise and would not reach the front for another two days. Wittmann's 2nd Company nominally consisted of 12 tanks, but through a combination of losses and mechanical failures only Tigers 212, 213, 214, 224, 231, and 232 were present on 13 June.
The area around Villers-Bocage came under heavy naval artillery fire during the night of 12/13 June and fearing that he had been spotted, Wittmann relocated his company three times. The long drive to Villers-Bocage had caused significant wear to the tanks, so he scheduled a mechanical overhaul for the following morning.
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