REG - MPE Bidco Renold PLC - Offer for Renold plc
13/06/2025 08:00
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RNS Number : 7551M MPE Bidco 13 June 2025
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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
13 June 2025
RECOMMENDED CASH ACQUISITION
of
RENOLD PLC
("RENOLD")
by
MPE Bid Co ("Bidco") a newly-formed corporation indirectly controlled by funds
managed by MPE Mgt. Co., LLC
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
Summary
· The boards of Bidco and Renold are pleased to
announce that they have reached agreement on the terms of a recommended cash
acquisition of the entire issued and to be issued ordinary share capital of
Renold by Bidco.
· Under the terms of the Acquisition, each Renold
Shareholder will be entitled to receive:
for each Renold Ordinary Share: 82
pence in cash
· The Acquisition Price values the entire issued and to
be issued ordinary share capital of Renold at approximately £186.7 million on
a fully diluted basis and the Acquisition Price represents a premium of
approximately:
· 50 per cent. to the Closing Price per Renold Ordinary Share of
54.6 pence on 19 May 2025, being the last Business Day prior to the
commencement of the Offer Period on 20 May 2025;
· 96 per cent. to the volume weighted average price per Renold
Ordinary Share of 41.9 pence for the three-month period ended on 19 May 2025;
and
· 85 per cent. to the volume weighted average price per Renold
Ordinary Share of 44.2 pence for the six-month period ended on 19 May 2025.
· The Acquisition is intended to be effected by means
of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme")
or, if Bidco elects, with the consent of the Panel and subject to the terms of
the Cooperation Agreement, by way of a Takeover Offer.
· If any dividend and/or other distribution and/or
other return of capital is authorised, declared, made or paid or becomes
payable in respect of Renold Ordinary Shares on or after the date of this
Announcement, Bidco reserves the right to reduce the Acquisition Price by the
aggregate amount of such dividend and/or other distribution and/or other
return of capital.
· The Acquisition relates only to the Renold Ordinary
Shares and does not extend to the Renold Preference Shares, which are intended
to be separately repaid following a reduction of share capital.
Background to, and reasons for, the Acquisition
· MPE believes the Acquisition of Renold by Bidco to
sit alongside Webster Industries, Inc. ("Webster"), a portfolio company within
its industrial platform, represents a strategic step forward in Webster's
long-term vision to build a global leader in automation, material handling,
and power transmission solutions.
· MPE views Renold as a high-quality, resilient
business with a strong reputation in its markets, a diversified customer base,
and a global manufacturing footprint. Renold's broad portfolio of applications
and engineering capabilities make it a natural fit with Webster, an
innovative, U.S.-based leader in the design, manufacture, and distribution of
engineered conveying, feeding, separation, screening, and steel levelling
solutions.
· The Acquisition is underpinned by a compelling
strategic rationale, including:
o Repositioning Webster as a Global Industrial Chain and Sprocket Group: The
combination of Webster and Renold brings to Webster an established global
platform with premium brands and an expanded product offering, enabling the
group to serve a broader range of industrial automation, material handling,
and power transmission needs across multiple sectors
o Enhanced Geographic and End-Market Diversification: Renold's international
presence and customer reach will complement Webster's strong U.S. footprint,
reducing Webster's geographic concentration and increasing exposure to
high-growth end markets
o Cross-Selling and Operational Collaboration: The integration of Renold and
Webster will unlock opportunities for cross-selling across complementary
customer bases, while fostering collaboration to adopt and scale industry best
practices across both organisations
o Procurement and Operational Synergies: The combined scale of the two
businesses will enable more efficient procurement, streamlined operations, and
improved supply chain integration, driving cost efficiencies and margin
enhancement
· MPE believes that Renold, under private ownership and
when combined with Webster, will benefit from a broader long-term strategic
focus and an optimised capital structure. MPE is committed to supporting
Renold's management team in accelerating the Company's growth trajectory,
investing in innovation, and unlocking its full potential.
Background to, and reasons for, the Renold Directors' recommendation
· Renold is a leading designer, engineer, manufacturer and supplier
of premium, high specification industrial chain and torque transmission
products. With manufacturing facilities located across Europe, North America
and Asia, the Renold Group supplies a large number of international customers,
across a broad range of industrial power transmission markets.
· Having generated significant operational and financial
improvements in the organisation through its "STEP2020" strategy between 2015
and 2020, Renold launched its "STEP 2 Growth" strategy in 2022, with an
objective of achieving sustained, profitable growth through a combination of
organic revenue growth, value-enhancing acquisitions and business improvement.
Successful delivery of STEP 2 Growth strategic objectives has seen revenue
increase from £165.3 million in FY2021, to £241.4 million in FY2024, and
adjusted operating profit from £11.4 million to £29.7 million, with margins
increasing by 5.40%, over this period. Delivery against strategic priorities
during FY2025 has yielded further encouraging progress and, as a result, the
Renold Directors remain confident that the STEP 2 Growth strategy will create
significant value, over the long-term.
· Notwithstanding the strategic and financial progress achieved,
the Renold Directors believe that the long-term potential of the Renold Group,
as a market leading growth business in a fragmented industry, has not been
adequately reflected in the price and valuation rating of the Renold Ordinary
Shares, which have fluctuated significantly in the past twelve months.
Investor sentiment in the public markets, particularly towards UK smaller
companies, remains subdued and, when set against the current elevated level of
geopolitical and macroeconomic volatility, the Renold Directors consider that
potential for a sustained, material improvement in the valuation of Renold's
Ordinary Shares in the near term is likely to be limited. In addition to
affecting the price of the Renold Ordinary Shares, this would also adversely
impact its ability to access capital and drive further growth whilst remaining
as a quoted company.
· The Renold Directors believe that the Renold Group's ability to
access growth capital through public markets is uncertain and that the
Acquisition may provide the Renold Group with improved access to flexible
capital, enabling the removal of public company costs and, along with
additional insight and support which Webster brings, give it the best chance
to achieve its STEP 2 Growth objectives faster and more sustainably than
Renold would be able to achieve alone as a listed entity.
· The Acquisition Price of 82 pence per Renold Ordinary Share
proposed by Bidco followed a number of unsolicited proposals from Bidco and
represents a significant increase from the initial proposal. The Renold Board
believes that the terms of the Acquisition provide the opportunity for Renold
Shareholders to realise an immediate and certain cash value today for the
entirety of their investment at a level which may not be achievable until the
execution of Renold's strategy is delivered over the medium to longer term,
with that execution subject to a number of factors outside of Renold's
control. The Acquisition Price also represents a price level significantly in
excess of the highest price at which Renold Ordinary Shares have traded over
the five years prior to 19 May 2025, being the last Business Day prior to the
commencement of the Offer Period.
· In considering the financial terms of the Acquisition and
determining whether they reflect an appropriate valuation of Renold and its
future prospects, the Renold Board has taken into account a number of factors
including that:
o the Acquisition would provide an opportunity for Renold Shareholders to
realise immediate value from delivery of the standalone strategy on an
accelerated basis, in cash;
o the certainty of the Acquisition should be weighed against the inherent
uncertainty of the delivery of future value that exists in the business; and
o at 82 pence per Renold Ordinary Share the Acquisition Price represents an
attractive premium of approximately:
o 50 per cent. to the Closing Price per Renold Ordinary Share of 54.6
pence on 19 May 2025; and
o 96 per cent. to the volume weighted average price per Renold
Ordinary Share of 41.9 pence for the three-month period ended on 19 May 2025.
· In addition to the financial terms, the Renold Directors have
also taken into account Bidco's intentions concerning Renold's business,
management team, employees and other stakeholders of the Company (detailed in
paragraph 9 below). The Renold Board notes the importance Bidco attaches to
the skill and experience of Renold's management and employees who will
continue to be key to the success of Renold.
Accordingly, following careful consideration of the above factors the Renold
Directors intend to recommend unanimously that Renold Shareholders vote in
favour of the Scheme at the Court Meeting and that Renold Shareholders vote in
favour of the resolutions to be proposed at the General Meeting.
Renold Directors' recommendation
· The Renold Directors, who have been so advised by
Peel Hunt as to the financial terms of the Acquisition, unanimously consider
the terms of the Acquisition to be fair and reasonable. In providing its
advice to the Renold Directors, Peel Hunt has taken into account the
commercial assessments of the Renold Directors. Peel Hunt is providing
independent financial advice to the Renold Directors for the purpose of Rule 3
of the Takeover Code.
· Accordingly, the Renold Directors intend unanimously
to recommend that Renold Shareholders vote, or procure the vote, in favour of
the Scheme at the Court Meeting and the Special Resolution as the Renold
Directors have irrevocably undertaken to do in respect of their own beneficial
holdings in respect of which they control the voting rights.
Irrevocable undertakings
· Bidco has received irrevocable undertakings from each
of the Renold Directors to vote, or procure the vote, in favour of the Scheme
at the Court Meeting, the Special Resolution and the Preference Share
Repayment Resolution in respect of their own beneficial holdings in respect of
which they control the voting rights amounting, in aggregate, to 6,008,539
Renold Ordinary Shares, and representing approximately 2.7 per cent. of
Renold's issued ordinary share capital at close of business on the Latest
Practicable Date (or, if the Acquisition is implemented by way of a Takeover
Offer to accept or procure acceptance of the Takeover Offer).
· The irrevocable undertakings remain binding even in
the event of a competing offer for Renold at a price higher than the
Acquisition Price.
· Further details of these irrevocable undertakings are
set out in Appendix III to this Announcement.
Timetable and Conditions
· The Acquisition will be put to Renold Shareholders at
the Court Meeting and at the General Meeting. In order to become Effective,
the Scheme must be approved by a majority in number of the Scheme Shareholders
voting at the Court Meeting, either in person or by proxy, representing at
least 75 per cent. in value of the Scheme Shares voted. In addition, a special
resolution implementing the Scheme and approving certain other matters must be
passed by Renold Shareholders representing at least 75 per cent. of votes cast
at the General Meeting.
· The Acquisition is subject to the further conditions
and terms set out in Appendix I to this Announcement. It is expected that,
subject to the satisfaction or waiver of all such conditions, the Scheme will
become Effective during the final quarter of 2025.
· The Scheme Document, containing further information
about the Acquisition, and notices of the Court Meeting and the General
Meeting and the expected timetable of the Scheme, together with the Forms of
Proxy, will be published as soon as practicable but in any event (save with
the consent of the Panel) within 28 days of this Announcement and will be made
available by Renold at https://investors.renold.com/possible-offer and Webster
at https://www.websterchain.com/possible-offer-for-renold/.
Commenting on the Acquisition, Constantine Elefter, Partner at MPE said:
"We are extremely excited about the opportunity to partner with Renold, which
we view as highly complementary to Webster. We believe the combination
represents a compelling opportunity to significantly enhance the combined
capabilities and opportunities for both companies, bringing together
recognized industry brands and creating one of the leading players within the
premium industrial chain industry. Both companies share a deep commitment to
product quality, engineering innovation and customer service and we look
forward to collaborating closely with Renold's talented team to drive further
growth and innovation, building on the strong foundation they have
established."
Commenting on the Acquisition, David Landless, Chairman of Renold said:
"Renold is a leading designer, engineer, manufacturer and supplier of premium,
high specification industrial chain and torque transmission products with a
large number of international customers, across a broad range of industrial
power transmission and conveyor system markets. The Renold Board believes that
the offer not only represents a significant premium and provides shareholders
with the certainty of a cash consideration but also provides an opportunity to
deliver on our strategy more quickly.
On behalf of the Renold Board, I would like to acknowledge the invaluable
contribution from all of our colleagues throughout Renold to the development
and success of the business and I offer my sincere thanks and appreciation for
their ongoing commitment to delivery of our strategic objectives."
This summary should be read in conjunction with, and is subject to, the full
text of this Announcement including its Appendices.
The Acquisition will be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to the full terms and conditions which
will be set out in the Scheme Document. Appendix II to this Announcement
contains the sources of information and bases of calculations of certain
information contained in this summary and this Announcement, Appendix III
contains a summary of the irrevocable undertakings received in relation to
this Acquisition and Appendix IV contains definitions of certain expressions
used in this summary and in this Announcement.
Enquiries:
MPE / Bidco
Constantine Elefter +1 216 416 7500
Moelis (financial adviser to MPE and Bidco)
Chris Raff +44 20 7634 3500
Andrew Welby
Simon Chaudhuri
Renold
Robert Purcell +44 (0) 161 498 4500
Jim Haughey
Peel Hunt (financial adviser, nominated adviser and broker to Renold)
Mike Bell +44 20 7418 8900
Ed Allsopp
Sam Cann
Tom Graham
Jones Day is retained as legal adviser to MPE and Bidco.
Eversheds Sutherland (International) LLP is retained as legal adviser to
Renold.
This announcement contains inside information in relation to Renold for the
purposes of Article 7 of the Market Abuse Regulation. This announcement has
been authorised for release on behalf of Renold by the Renold Board. The
person responsible for the release of this Announcement on behalf of Renold is
Andrew Batchelor, Company Secretary.
Important Notice
Moelis, which is regulated by the FCA in the United Kingdom, is acting
exclusively for MPE and Bidco and no one else in connection with the
Acquisition and other matters set out in this Announcement and will not be
responsible to anyone other than MPE and Bidco for providing the protections
afforded to clients of Moelis, or for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Moelis nor any of its
affiliates 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 Moelis in connection with this
Announcement, any statement contained herein or otherwise.
Peel Hunt, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Renold and for no
one else in connection with the Acquisition and/or any other matter referred
to in this Announcement and will not be responsible to anyone other than
Renold for providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this Announcement, or
any other matter referred to in this Announcement. Neither Peel Hunt nor
any of its affiliates 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 Peel Hunt in connection with this
Announcement, any statement contained herein or otherwise.
This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the Acquisition or otherwise. The 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) which will contain
the full terms and conditions of the Acquisition, including details of how to
vote in respect of the Acquisition. Any vote or decision in respect of the
Scheme (or the Takeover Offer, if applicable) or other response in relation to
the Acquisition should be made only on the basis of the information contained
in the Scheme Document (or, if applicable, the offer document).
This Announcement has been prepared for the purpose of complying with English
law and 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 the United Kingdom.
Renold will prepare the Scheme Document (or, if applicable, Bidco will prepare
the offer document) to be distributed to Renold Shareholders. Renold and Bidco
urge Renold Shareholders to read the Scheme Document (or, if applicable, the
offer document) when it becomes available because it will contain important
information relating to the Acquisition.
Overseas Shareholders
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulations.
Persons who are not resident in the United Kingdom or who are subject to the
laws and regulations of other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Accordingly,
copies of this Announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons
receiving this Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from such jurisdictions where to
do so would violate the laws in those jurisdictions. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), such Takeover Offer may not be made available
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction.
The availability of the Acquisition to Renold Shareholders who are not
resident in the United Kingdom (and, in particular, their ability to vote
their Scheme Shares with respect to the Scheme at the Court Meeting, or to
appoint another person as proxy to vote at the Court Meeting on their behalf)
may be affected by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements, as any failure to
comply with such requirements 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 disclaim any
responsibility or liability for the violation of such restrictions by any
person. The Acquisition will be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Rules. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if applicable, the
offer document).
This Announcement does not constitute a prospectus or prospectus equivalent
document. The statements contained in this Announcement are not to be
construed as legal, business, financial or tax advice.
Shareholders subject to Sanctions
To the extent that any person with any direct or indirect interest in Renold
Shares is or becomes the subject of Sanctions, the transfer of their Renold
Shares is restricted and such shares will not form part of, and will not be
transferred pursuant to, the Acquisition and/or the Scheme. Nor will they
receive any Cash Consideration or be entitled to vote at the Court Meeting or
the General Meeting. For so long as such person remains the subject of
Sanctions, unless a requisite licence has been obtained by Bidco all rights
attaching to their Renold Shares will cease to be exercisable. Such
restrictions will also apply in respect of Renold Shares held by any person
acting as nominee, custodian or agent for or on behalf of a person who is or
becomes the subject of Sanctions.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the US Exchange
Act or other requirements of US law. Instead, the Scheme will be subject to
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which are different from the disclosure requirements
of the US under the US Exchange Act. The financial information included in
this Announcement and the Scheme documentation (or, if the Acquisition is to
be implemented by way of a Takeover Offer, the documents to be sent to Renold
Shareholders which will contain the terms and conditions of such Takeover
Offer) has been or will have been prepared in accordance with accounting
standards applicable in the UK 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. Generally accepted accounting principles in the US differ in significant
respects from accounting standard applications in the United Kingdom.
If Bidco were to elect to implement the Acquisition by means of a Takeover
Offer and determined to extend the Takeover Offer into the US, such Takeover
Offer would be made in compliance with all applicable US laws and regulations,
including to the extent applicable Section 14(e) of the US Exchange Act and
Regulation 14E thereunder, and in accordance with the Takeover Code. Such a
takeover would be made in the United States by Bidco and no one else.
Accordingly, the Acquisition would be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Renold Shareholder is urged to consult his
or her independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him or her.
It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Renold is located in a country
other than the US, and all of its officers and directors are 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
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 consistent with Rule 14e-5(b) under
the US Exchange Act, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Renold outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including to the extent applicable the US Exchange Act.
Any information about such purchases or arrangements to purchase will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .
In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Peel Hunt and its affiliates will
continue to act as an exempt principal trader in Renold securities 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 will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) . This
information will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Forward Looking Statements
This Announcement (including information incorporated by reference in the
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Renold contain certain forward-looking
statements, beliefs or opinions, with respect to the financial condition,
results of operations and business of Bidco and Renold. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "envisage", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These statements are
based on assumptions and assessments made by Renold, and/or Bidco, in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. 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 and the factors described in the context of such forward-looking
statements in this Announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given by Renold
and Bidco that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this Announcement. Neither
Renold nor Bidco assumes any obligation and Renold and Bidco disclaim any
intention or obligation, to update or correct the information contained in
this Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or regulation (including
under the AIM Rules and the Disclosure Guidance and Transparency Rules of the
FCA).
EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING
STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF RENOLD, MPE, BIDCO OR
WEBSTER OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD
SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY
ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING
STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE
SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES
IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY
FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE
BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD
THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER MPE, BIDCO,
WEBSTER NOR RENOLD, 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.
No Profit Forecasts, Estimates or Quantified Benefits Statements
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for Renold for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Renold.
Disclosure Requirements of the Takeover Code
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 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 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 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
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Electronic Communications
Please be aware that addresses, electronic addresses and certain information
provided by Renold Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Renold may be provided
to Bidco during the offer period as requested under Section 4 of Appendix 4 of
the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be published by Rule
26 of the Takeover Code will be made available subject to certain restrictions
relating to persons resident in Restricted Jurisdictions on Renold's website
at https://investors.renold.com/possible-offer and Webster's website at
https://www.websterchain.com/possible-offer-for-renold/ by no later than 12
noon (London time) on Monday 16 June 2025. The contents of this website are
not incorporated into and do not form part of this Announcement.
You may request a hard copy of this Announcement by contacting MUFG Corporate
Markets between 9:00 a.m. and 5:30 p.m. (London time) Monday to Friday
(excluding public holidays in England and Wales) on +44 (0) 371 664 0300.
Calls to this number are charged at the standard geographic rate and will vary
by provider or, in the case of calls from outside the UK, at the applicable
international rate. Calls from a mobile device may incur network extras. You
may also request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard copy form. If
you have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by reference into
this documents will not be provided unless such a request is made.
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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, Renold confirms that as at
the date of this Announcement, it has in issue and admitted to trading on AIM:
(i) 225,417,740 ordinary shares of 5 pence each (excluding ordinary shares
held in treasury); and (ii) 580,482 preference shares of £1.00 each
(excluding preference shares held in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares is GB0007325078 and the
ISIN of the preference shares is GB0007325417.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
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 OF SUCH JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
13 JUNE 2025
RECOMMENDED CASH ACQUISITION
of
RENOLD PLC
("RENOLD")
by
MPE Bid Co ("Bidco") a newly-formed corporation indirectly controlled by funds
managed by MPE Mgt. Co., LLC
to be effected by means of a Scheme of Arrangement under Part 26 of the
Companies Act 2006
1. Introduction
The boards of Bidco and Renold are pleased to announce that they have reached
agreement on the terms of a recommended cash acquisition of the entire issued
and to be issued ordinary share capital of Renold by Bidco.
The Acquisition is intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act (the "Scheme") or, if Bidco elects, with
the consent of the Panel and subject to the terms of the Cooperation
Agreement, by way of a Takeover Offer.
2. The Acquisition
Under the terms of the Acquisition, which will be subject to the Conditions
and further terms set out in Appendix I to this Announcement and to be set out
in the Scheme Document, Scheme Shareholders who are on the register of members
of Renold at the Scheme Record Time will be entitled to receive:
for each Renold Ordinary Share: 82
pence in cash
The Acquisition values the entire issued and to be issued ordinary share
capital of Renold at approximately £186.7 million on a fully diluted basis
and the Acquisition Price represents a premium of approximately:
· 50 per cent. to the Closing Price per Renold Ordinary
Share of 54.6 pence on 19 May 2025, being the last Business Day prior to the
commencement of the Offer Period on 20 May 2025;
· 96 per cent. to the volume weighted average price per
Renold Ordinary Share of 41.9 pence for the three-month period ended on 19 May
2025; and
· 85 per cent. to the volume weighted average price per
Renold Ordinary Share of 44.2 pence for the six-month period ended on 19 May
2025.
If any dividend and/or other distribution and/or other return of capital is
authorised, declared, made or paid or becomes payable in respect of Renold
Ordinary Shares on or after the date of this Announcement, Bidco reserves the
right to reduce the Acquisition Price by the aggregate amount of such dividend
and/or other distribution and/or other return of capital.
It is expected that the Scheme Document will be published as soon as
reasonably practicable and, in any event, within 28 days of the date of this
Announcement (unless Renold and Bidco otherwise agree, and the Panel consents,
to a later date) and that the Court Meeting and the General Meeting will be
held in July 2025. It is expected that, subject to the satisfaction of all
relevant conditions, the Scheme will become Effective during the final quarter
of 2025.
3. Background to and reasons for the Acquisition
MPE believes the Acquisition of Renold by Bidco to sit alongside Webster, a
portfolio company within its industrial platform, represents a strategic step
forward in Webster's long-term vision to build a global leader in automation,
material handling, and power transmission solutions.
MPE views Renold as a high-quality, resilient business with a strong
reputation in its markets, a diversified customer base, and a global
manufacturing footprint. Renold's broad portfolio of applications and
engineering capabilities make it a natural fit with Webster, an innovative,
U.S.-based leader in the design, manufacture, and distribution of engineered
conveying, feeding, separation, screening, and steel levelling solutions.
The Acquisition is underpinned by a compelling strategic rationale, including:
· Repositioning Webster as a Global Industrial Chain
and Sprocket Group: The combination of Webster and Renold brings to Webster an
established global platform with premium brands and an expanded product
offering, enabling the group to serve a broader range of industrial
automation, material handling, and power transmission needs across multiple
sectors
· Enhanced Geographic and End-Market Diversification:
Renold's international presence and customer reach will complement Webster's
strong U.S. footprint, reducing Webster's geographic concentration and
increasing exposure to high-growth end markets
· Cross-Selling and Operational Collaboration: The
integration of Renold and Webster will unlock opportunities for cross-selling
across complementary customer bases, while fostering collaboration to adopt
and scale industry best practices across both organisations
· Procurement and Operational Synergies: The combined
scale of the two businesses will enable more efficient procurement,
streamlined operations, and improved supply chain integration, driving cost
efficiencies and margin enhancement
MPE believes that Renold, under private ownership and, when combined with
Webster, will benefit from a broader long-term strategic focus and an
optimised capital structure. MPE is committed to supporting Renold's
management team in accelerating the Company's growth trajectory, investing in
innovation, and unlocking its full potential.
4. Recommendation by the Renold Directors
The Renold Directors, who have been so advised by Peel Hunt as to the
financial terms of the Acquisition, unanimously consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the Renold
Directors, Peel Hunt has taken into account the commercial assessments of the
Renold Directors. Peel Hunt is providing independent financial advice to the
Renold Directors for the purpose of Rule 3 of the Takeover Code.
The Renold Directors consider the terms of the Acquisition to be in the best
interests of Renold Shareholders as a whole and, accordingly, the Renold
Directors intend unanimously to recommend that Renold Shareholders vote in
favour of the Scheme at the Court Meeting and the Special Resolution as the
Renold Directors have irrevocably undertaken to do in respect of their own
beneficial holdings in respect of which they control the voting rights
amounting to 6,008,539 Renold Ordinary Shares representing, in aggregate,
approximately 2.7 per cent. of the ordinary share capital of Renold in issue
on the Latest Practicable Date.
5. Background to and reasons for the recommendation
The Renold Board believes that the Acquisition is in the best interests of
Renold Shareholders taken as a whole. In reaching its conclusion, the Renold
Board considered the following in particular:
· Renold is a leading designer, engineer, manufacturer and supplier
of premium, high specification industrial chain and torque transmission
products. With manufacturing facilities located across Europe, North America
and Asia, the Renold Group supplies a large number of international customers,
across a broad range of industrial power transmission markets.
· Having generated significant operational and financial
improvements in the organisation through its "STEP2020" strategy between 2015
and 2020, Renold launched its "STEP 2 Growth" strategy in 2022, with an
objective of achieving sustained, profitable growth through a combination of
organic revenue growth, value-enhancing acquisitions and business improvement.
Successful delivery of STEP 2 Growth strategic objectives has seen revenue
increase from £165.3 million in FY2021, to £241.4 million in FY2024, and
adjusted operating profit from £11.4 million to £29.7 million, with margins
increasing by 5.4%, over this period. Delivery against strategic priorities
during FY2025 has yielded further encouraging progress and as a result, the
Renold Directors remain confident that the STEP 2 Growth strategy will create
significant value, over the long-term.
· Notwithstanding the strategic and financial progress achieved,
the Renold Directors believe that the long-term potential of the Renold Group,
as a market leading growth business in a fragmented industry, has not been
adequately reflected in the price and valuation rating of the Renold Ordinary
Shares, which have fluctuated significantly in the past twelve months.
Investor sentiment in the public markets, particularly towards UK smaller
companies, remains subdued and, when set against the current, elevated level
of geopolitical and macroeconomic volatility, the Renold Directors consider
that potential for a sustained, material improvement in the valuation of
Renold's Ordinary Shares in the near term is likely to be limited. In addition
to affecting the price of the Renold Ordinary Shares, this would also
adversely impact its ability to access capital and drive further growth whilst
remaining as a quoted company.
· The Renold Directors believe that the Renold Group's ability to
access growth capital through public markets is uncertain and that the
Acquisition may provide the Renold Group with improved access to flexible
capital, enabling the removal of public company costs and, along with
additional insight and support which Webster brings, give it the best chance
to achieve its STEP 2 Growth objectives faster and more sustainably than
Renold would be able to achieve alone as a listed entity.
· The Acquisition Price of 82 pence per Renold Ordinary Share
proposed by Bidco followed a number of unsolicited proposals from Bidco and
represents a significant increase from the initial proposal. The Renold Board
believes that the terms of the Acquisition provide the opportunity for Renold
Shareholders to realise an immediate and certain cash value today for the
entirety of their investment at a level which may not be achievable until the
execution of Renold's strategy is delivered over the medium to longer term,
with that execution subject to a number of factors outside of Renold's
control. The Acquisition Price also represents a price level significantly in
excess of the highest price at which Renold Ordinary Shares have traded over
the five years prior to 19 May 2025, being the last Business Day prior to the
commencement of the Offer Period.
· In considering the financial terms of the Acquisition and
determining whether they reflect an appropriate valuation of Renold and its
future prospects, the Renold Board has taken into account a number of factors
including that:
o the Acquisition would provide an opportunity for Renold Shareholders to
realise immediate value from delivery of the standalone strategy on an
accelerated basis, in cash;
o the certainty of the Acquisition should be weighed against the inherent
uncertainty of the delivery of future value that exists in the business; and
o at 82 pence per Renold Ordinary Share the Acquisition Price represents an
attractive premium of approximately:
§ 50 per cent. to the Closing Price per Renold Ordinary Share of 54.6 pence
on 19 May 2025; and
§ 96 per cent. to the volume weighted average price per Renold Ordinary Share
of 41.9 pence for the three-month period ended on 19 May 2025 .
· In addition to the financial terms, the Renold Directors have
also taken into account Bidco's intentions concerning Renold's business,
management team, employees and other stakeholders of the Company (detailed in
paragraph 9 below). The Renold Board notes the importance Bidco attaches to
the skill and experience of Renold's management and employees who will
continue to be key to the success of Renold.
Accordingly, following careful consideration of the above factors the Renold
Directors intend to unanimously recommend that Renold Shareholders vote in
favour of the Scheme at the Court Meeting and that Renold Shareholders vote in
favour of the resolutions to be proposed at the General Meeting.
6. Irrevocable undertakings
Bidco has received irrevocable undertakings from each of the Renold Directors
to vote, or procure the vote, in favour of the Scheme at the Court Meeting,
the Special Resolution and the Preference Share Repayment Resolution in
respect of their own beneficial holdings in respect of which they control the
voting rights amounting, in aggregate, to 6,008,539 Renold Ordinary Shares,
and representing approximately 2.7 per cent. of Renold's issued ordinary share
capital at close of business on the Latest Practicable Date (or, if the
Acquisition is implemented by way of a Takeover Offer, to accept or procure
acceptance of the Takeover Offer).
The irrevocable undertakings remain binding even in the event of a competing
offer for Renold at a price higher than the Acquisition Price.
Further details of these irrevocable undertakings are set out in Appendix III
to this Announcement.
7. Information on MPE, Bidco and Webster
MPE is managed by MPE Mgt. Co., LLC (d/b/a MPE Partners), a private equity
firm focused on the lower middle market acquiring entrepreneur- and
family-owned businesses with EBITDA between USD$8 million and USD$40 million
and corporate divestitures in two sectors: high-value manufacturing and
commercial and industrial services. MPE Partners works with strong management
teams and enhances its investments through strategic add-on acquisitions and
organic growth. Since its inception in 2012, the funds managed by MPE Partners
have invested in more than 55 transactions. Today, the investment portfolio
includes 17 companies with more than 5,000 employees.
MPE indirectly owns a majority of the outstanding equity interests in Bidco,
which has been incorporated for the purposes of the Acquisition.
In March 2024, MPE and its affiliates announced its investment in Webster,
which is headquartered in Tiffin, Ohio and is a manufacturer of engineered
class chains and sprockets and vibratory equipment for material handling and
power transmission applications. Established in 1875, Webster has a long
history in the bulk material handling industry. Webster's products are used in
various industries including automotive, cement, food, forest products, grain,
pulp and recycling. Webster has manufacturing facilities in Tiffin, Ohio,
Meridian, Mississippi and Newberg, Oregon. Bidco is an affiliate of Webster
under the common control of MPE.
8. Information on Renold
Renold is a leading designer, engineer, manufacturer and supplier of premium,
high specification industrial chain and torque transmission products. With
manufacturing facilities located across Europe, North America and Asia, the
Renold Group supplies a large number of international customers, across a
broad range of industrial power transmission markets.
For the financial year ended 31 March 2024 Renold generated revenue of
approximately £241.4 million and adjusted operating profit of £29.7 million.
9. Bidco's intentions with regards to Renold's management,
employees, research and development, locations of business and pension schemes
Strategic plans for Renold
Bidco holds Renold's business, management, and employees in high regard. In
collaboration with Webster, Bidco aims to support Renold in accelerating its
current strategy by leveraging Webster's capabilities, know-how, scale, and
capital resources.
Following the Acquisition, Bidco intends to implement a strategic review in
collaboration with Renold's management regarding the integration of Renold and
Webster (the "Strategic Review"). The Strategic Review is expected to be
completed within 12 months and will consider various strategic, operational,
financial and ESG outcomes. The Strategic Review is expected to include a
number of items such as:
· A review of Webster and Renold's combined products, brands,
customers, suppliers, research and development and operations to determine
cross-selling opportunities, operational synergy opportunities and any
abilities to leverage the expertise of each company, which may result in the
centralisation and optimisation of engineering, research and development spend
as set out below;
· The development of a combined M&A strategy in targeting the
best opportunities for inorganic growth;
· A review of North American locations across both Renold and
Webster, and how these can be optimised to specialise in specific products
rather than producing various products at each site; and
· A review of the combined management and employee base of Renold
and Webster, which will result in changes in employee headcount as set out
below.
Employees and management
Bidco welcomes the opportunity to combine the skills and experience of Renold
and Webster employees for the benefit of both companies globally. Given
Webster and Renold's strong cultural alignment, Bidco views the Acquisition as
a significant opportunity to merge the talent, expertise, and best practices
of each business, creating a stronger team and environment for their
employees. Renold employees will benefit from new opportunities across Webster
and Renold's combined footprint, including greater collaboration prospects,
new skills, and an extended geographic presence.
As part of the Strategic Review, Bidco intends to implement an integration
strategy for Renold and Webster, covering functions such as commercial,
engineering, HR, accounting, finance, IT, supply chain, manufacturing, and
other operational roles. While specific post-transaction actions have not yet
been decided, Bidco has identified duplicate roles across both businesses that
may lead to resource re-allocation and changes in employee headcount. This
includes management, back-office, sales, and engineering functions across
various operating regions. Initial synergy analysis suggests a potential
headcount reduction of less than 2% of both Renold's standalone workforce and
its combined workforce with Webster, excluding any additional growth
investments post-Acquisition. Any headcount reduction would emphasise the
best-in-class approach Bidco intends to take and, therefore, the impact as
between employees of Renold and Webster will be determined as part of
integration.
Bidco confirms its intention to fully safeguard the existing contractual and
statutory employment rights of all Renold management and employees in
accordance with applicable law. Bidco does not intend to make material changes
to employment conditions or the balance of skills and functions of Renold
employees and management, except for roles no longer required following
Renold's transition to a private company, the restructuring, changes to
headcount and integration plans mentioned above.
All non-executive members of the Renold Board have agreed to resign as
directors of Renold upon completion of the Acquisition.
Locations, fixed assets, branding and research and development
Following the Acquisition, the combined Renold and Webster group will have its
global headquarters located in the US, at a specific location that is still to
be confirmed. Renold's existing headquarters in Manchester, UK, will be
relocated to the US headquarters within 12 months following the Effective
Date, subject to stakeholder engagement and required information and
consultation processes with affected employees regarding relocation (which may
include the ability to work remotely) or severance. Renold will maintain its
business offices in major regions worldwide, and Webster will utilise these
resources post-Acquisition.
Bidco does not intend to make significant changes to Renold's operational
locations and places of business, other than those described above. No major
changes are expected regarding the redeployment of Renold's fixed asset base.
For North American operations, Bidco is considering specialising Webster and
Renold's manufacturing facilities to produce specific products at each site,
rather than continuing their existing multi-product operations as part of the
Strategic Review.
Bidco does not intend to alter materially Renold's expenditure or functions
related to research and development. As part of the Strategic Review, Bidco
may choose to centralise and optimise the combined engineering, research, and
development capabilities of Renold and Webster, potentially resulting in
changes to research and development spending.
Pensions
Bidco recognises the importance of upholding Renold's pension obligations and
ensuring that its pension schemes and arrangements are appropriately funded in
accordance with statutory and trust-deed requirements.
MPE and Bidco have engaged in constructive discussions with the trustees of
the Renold UK Pension Scheme, which is closed to accrual, to ensure
appropriate funding and support. A legally binding memorandum of understanding
(the "Pensions Memorandum") has been signed with the trustees of the Renold UK
Pension Scheme.
Further details regarding the Pensions Memorandum are set out in paragraph
13 of this Announcement (Offer Related Arrangements).
Bidco does not intend to make any changes to the agreed employer pension
payments in respect of Renold's existing defined benefit arrangement in
Germany, nor does Bidco intend to make any changes to payments in relation to
Renold's defined benefit or defined contribution pension plans in other
jurisdictions. This includes maintaining current arrangements for funding
Renold's defined benefit pension schemes outside the UK, the level of benefits
for existing members, and the admission of new members to these pension
schemes following the combination. There is no intention to change the
availability of any open pension arrangements of the group, and the
Acquisition will not impact the rights of beneficiaries under such open
pension arrangements.
Management incentivisation arrangements
Bidco has not entered into, nor had discussions on proposals to enter into any
form of incentivisation arrangements with Renold's management. However, Bidco
intends to establish incentive arrangements for certain members of Renold's
management team following the completion of the Acquisition.
Trading facilities
Renold Shares are currently admitted to trading on AIM. Bidco intends to seek
the cancellation of Renold Ordinary Shares' admission to trading on AIM
shortly after the Acquisition's completion.
Renold Preference Shares are admitted to trading on AIM. Renold intends to
seek shareholder approval for a share capital reduction and repayment of
capital of the Preference Shares at a price per Preference Share of £1.07
(the "Preference Share Repayment") to be approved by a separate special
resolution of Renold Shareholders at the General Meeting (the "Preference
Share Repayment Resolution"), subject to approval by the Court at the hearing
to sanction the Scheme and to the Scheme becoming Effective. Following this,
an application would be made for the cancellation of the Renold Preference
Shares' admission to trading on AIM. The Preference Share Repayment is not
subject to the provisions of the Takeover Code and the Acquisition is not
conditional on the Preference Share Repayment Resolution being passed.
Post-offer undertakings
No statement in this paragraph 9 constitutes or is intended to become a
post-offer undertaking under Rule 19.5 of the Code.
10. Renold Share Plans
Following publication of the Scheme Document, participants in the Renold Share
Plans will be contacted separately regarding the effect of the Acquisition on
their rights under the Renold Share Plans. In accordance with Rule 15 of the
Takeover Code, Bidco will make appropriate proposals to participants in the
Renold Share Plans in due course and details of these proposals will be set
out in the Scheme Document, and letters will be sent to participants in the
Renold Share Plans.
The Acquisition will apply to any Renold Ordinary Shares which are
unconditionally allotted, issued or transferred to satisfy the vesting of
awards or the exercise of options under the Renold Share Plans before the
Scheme Record Time.
11. Financing Arrangements
The Cash Consideration payable to Renold under the terms of the Acquisition
will be financed by: (i) equity to be provided by MPE, funds managed or
advised by RCP Advisors 3, LLC, Credit funds managed or advised by affiliates
of Ares Management Corporation and from entities managed by Siguler Guff
Advisers, LLC and (ii) debt to be provided under the Interim Facility
Agreement. Bidco intends to seek to replace the Interim Facility Agreement
with permanent financing before the Scheme becomes Effective.
Further information on the financing of the Acquisition will be set out in the
Scheme Document.
In accordance with Rule 2.7(d) of the Takeover Code, Moelis, as financial
adviser to Bidco, is satisfied that sufficient resources are available to
Bidco to satisfy in full the Cash Consideration payable to Renold Shareholders
under the terms of the Acquisition.
12. Shareholders subject to Sanctions
To the extent that any person with any direct or indirect interest in Renold
Shares is or becomes the subject of Sanctions, the transfer of their Renold
Shares is restricted and such shares will not form part of, and will not be
transferred pursuant to, the Acquisition and/or the Scheme. Nor will they
receive any Cash Consideration or be entitled to vote at the Court Meeting or
the General Meeting. For so long as such person remains the subject of
Sanctions, unless a requisite licence has been obtained by Bidco all rights
attaching to their Renold Shares will cease to be exercisable. Such
restrictions will also apply in respect of Renold Shares held by any person
acting as nominee, custodian or agent for or on behalf of a person who is or
becomes the subject of Sanctions.
13. Offer-related Arrangements
Confidentiality Agreement
MPE Partners IV, Webster and Renold entered into a confidentiality agreement
on 27 January 2025 as amended and restated on 7 March 2025 (the
"Confidentiality Agreement") pursuant to which each party has undertaken to,
amongst other things: (a) keep confidential information relating to, inter
alia, the Acquisition and not disclose it to third parties (other than
authorised representatives) unless required by law or regulation; and (b) use
the confidential information for the sole purpose of evaluating and
negotiating the Acquisition. These confidentiality obligations remain in force
without limit in time.
Cooperation Agreement
On 13 June 2025, Endurance PT Technology Buyer Corporation, Bidco and Renold
entered into a cooperation agreement in relation to the Acquisition (the
"Cooperation Agreement"), pursuant to which, amongst other things, Bidco has
agreed to provide Renold promptly with all such information as may be
reasonably requested and is required for the Scheme Document.
The Cooperation Agreement records the intention of Bidco and Renold to
implement the Acquisition by way of the Scheme, subject to Bidco's right to
switch to a Takeover Offer in certain circumstances. Bidco and Renold have
agreed to certain customary provisions if the Scheme should switch to a
Takeover Offer.
The Cooperation Agreement also contains provisions that shall apply in respect
of Renold Shareholders' dividend entitlements, directors' and officers'
insurance and the Renold Share Plans, other incentive and bonus arrangements
and other employee-related matters.
The Cooperation Agreement will terminate in certain circumstances, including
(but not limited to):
· if Bidco and Renold so agree in writing, at any time prior to the
Effective Date;
· upon service of notice by Bidco to Renold prior to the Long Stop
Date if a Condition has been invoked by Bidco in circumstances where such
condition is incapable of waiver in circumstances where invocation of the
relevant Condition is permitted by the Panel;
· upon service of written notice by either Bidder or Renold to the
other if (i) a Competing Proposal (as defined therein) occurs or is
recommended by the Renold Board; (ii) a Competing Proposal becomes effective
or is declared or becomes unconditional; (iii) the Scheme is not approved at
the Court Meeting, the resolutions to be proposed at the General Meeting are
not passed or the Court refuses to sanction the Scheme;
· if the Scheme with the consent of the Panel (if required) is
withdrawn, is terminated or lapses in accordance with its terms prior to the
Long Stop Date (other than where such lapse or withdrawal is as a result of an
agreed switch to a Takeover Offer); or
· unless otherwise agreed by Bidco and Renold in writing, the
Effective Date has not occurred on or before the Long Stop Date.
External Clean Team and Joint Defence Agreement
On 25 March 2025, MPE Partners IV, Webster, Renold, and their respective
external legal counsel entered into a clean team and joint defence agreement
(the "External Clean Team and Joint Defence Agreement"), the purpose of which
is to ensure that the exchange or disclosure of certain materials relating to
the parties only takes place between their respective external legal counsel,
and does not diminish the confidentiality of such materials and does not
result in the waiver of privilege, right or immunity that might otherwise be
available. The External Clean Team and Joint Defence Agreement also set out
the terms governing the disclosure of commercially and competitively sensitive
information whereby such information would only be disclosed to certain
external lawyers or consultants advising the other party on regulatory
approvals.
Clean Team Agreement
On 6 June 2025, MPE Partners IV and Renold entered into a clean team agreement
(the "Clean Team Agreement") which sets out certain procedures for the
exchange and use of competitively sensitive information in order to ensure
that the exchange of such information does not give rise to any infringement
of antitrust law.
Pensions Memorandum
On 12 June 2025, Endurance PT Technology Buyer Corporation and the trustees of
the Renold UK Pension Scheme entered into the Pensions Memorandum relating to
the support to be provided to the Renold UK Pension Scheme with effect from
and conditional upon the Acquisition becoming Effective. Under the Pensions
Memorandum, accelerated funding is to be provided to the Renold UK Pension
Scheme as well as a guarantee from a member of the Wider Bidco Group, and an
agreement has been reached on the future provision to the trustees of ongoing
information relating to Renold and the Wider Bidco Group.
14. Structure of the Acquisition
It is intended that the Acquisition will be effected by means of a
Court-approved scheme of arrangement between Renold and the Scheme
Shareholders under Part 26 of the Companies Act. The purpose of the Scheme is
to provide for Bidco to become the holder of the entire issued and to be
issued ordinary share capital of Renold. This is to be achieved by the
transfer of the Scheme Shares to Bidco, in consideration for which the Scheme
Shareholders who are on the register of members of Renold at the Scheme Record
Time will receive Cash Consideration on the basis set out in paragraph 2 of
this Announcement.
Bidco reserves the right to direct or nominate that the Scheme Shares be
transferred on the Effective Date to a member of the Wider Bidco Group (which
is currently contemplated to be Endurance PT Technology Buyer Corporation), in
which MPE also currently indirectly owns a majority of the outstanding equity
interests, and which owns 100% of the shares in Webster and its subsidiaries.
The Scheme is subject to the Conditions and further terms set out in Appendix
I to this Announcement and to be set out in the Scheme Document and the Forms
of Proxy and will only become Effective if, among other things, the following
events occur on or before the Long Stop Date or such later date as may be
agreed in writing by Bidco and Renold (with the Panel's consent and as the
Court may approve (if such approval(s) are required)):
(i) the approval of the Scheme by a majority in number of the
Scheme Shareholders who are present and vote, whether in person or by proxy,
at the Court Meeting and who represent 75 per cent. or more in value of the
Scheme Shares voted by those Scheme Shareholders;
(ii) the Special Resolution being duly passed by Renold
Shareholders representing 75 per cent. or more of votes cast at the General
Meeting;
(iii) the approval of the Scheme by the Court (with or without
modification but subject to any modification being on terms acceptable to
Renold and Bidco);
(iv) the delivery of a copy of the Court Order to the Registrar of
Companies; and
(v) the Conditions set out in paragraphs 3a) to 3d) of Part A of
Appendix I (Conditions and further terms of the Scheme and the Acquisition)
relating to regulatory approvals having been satisfied.
The Scheme will lapse if:
· the Court Meeting and the General Meeting are not
held by the 22nd day after the expected date of such meetings as will be set
out in the Scheme Document (or such later date as may be agreed between Bidco
and Renold, with the Panel's consent);
· the Court Hearing to approve the Scheme is not held
by the 22nd day after the expected date of such hearing as will be set out in
the Scheme Document (or such later date as may be agreed between Bidco and
Renold, with the Panel's consent); or
· the Scheme does not become Effective by the Long Stop
Date,
provided however that the deadlines for the timing of the Court Meeting, the
General Meeting and the Court Hearing to approve the Scheme as set out above
may be waived by Bidco, and the deadline for the Scheme to become Effective
may be extended by agreement between Renold and Bidco (with the Panel's
consent and as the Court may approve (if such consent and/or approval is
required)).
Upon the Scheme becoming Effective, it will be binding on all Renold
Shareholders, irrespective of whether or not they attended or voted at the
Court Meeting or the General Meeting.
Further details of the Scheme, including an indicative timetable for its
implementation, will be set out in the Scheme Document, which will specify the
necessary actions to be taken by Renold Shareholders. The Cooperation
Agreement provides that it is the intention of Renold and Bidco that the
Scheme Document and the Forms of Proxy accompanying the Scheme Document will
be published as soon as practicable and, in any event, within 28 days of this
Announcement (unless Renold and Bidco otherwise agree, and the Panel consents,
to a later date) and that the Court Meeting and the General Meeting will be
held in July 2025. The Scheme Document and Forms of Proxy will be posted to
all Renold Shareholders and, for information only, to persons with information
rights and to holders of options and awards granted under the Renold Share
Plans as soon as practicable, at no charge to them. Subject, among other
things, to the satisfaction or waiver of the Conditions, it is expected that
the Scheme will become Effective during the final quarter of 2025.
Bidco reserves the right in its absolute discretion, to elect (subject to the
terms of the Cooperation Agreement and the Takeover Code and with the consent
of the Panel, if required) to implement the Acquisition by way of a Takeover
Offer, for the entire issued and to be issued share capital of Renold as an
alternative to the Scheme. In such an event, a Takeover Offer will be
implemented on substantially the same terms (subject to appropriate
amendments, including, if permitted by the terms of the Cooperation Agreement
and the Takeover Code and if the Panel so agrees, an acceptance condition set
at up to 90 per cent. of the shares to which such offer relates or such lesser
percentage, being more than 50 per cent., as Bidco may decide), so far as
applicable, as those which would apply to the Scheme.
If the Acquisition is effected by way of a Takeover Offer and such Takeover
Offer becomes or is declared unconditional in accordance with the requirements
of the Takeover Code and sufficient acceptances are received, Bidco intends
to: (i) apply to the London Stock Exchange for the cancellation of trading of
the Renold Ordinary Shares on AIM and (ii) exercise its rights to apply the
provisions of Chapter 3 of Part 28 of the Companies Act to acquire
compulsorily the remaining Renold Ordinary Shares in respect of which the
Takeover Offer has not been accepted.
15. Dividends
If any dividend and/or other distribution and/or other return of capital is
authorised, declared, made or paid or becomes payable in respect of Renold
Ordinary Shares on or after the date of this Announcement, Bidco reserves the
right to reduce the Acquisition Price by the aggregate amount of such dividend
and/or other distribution and/or other return of capital in which case the
relevant eligible Renold Shareholders will be entitled to receive and retain
such dividend and/or distribution and/or other return of capital.
If any such dividend and/or other distribution and/or other return of capital
is paid or becomes payable made by Renold after the date of this Announcement
and Bidco exercises its rights described above, any reference in this
Announcement to the Acquisition Price and/or the Cash Consideration will be
deemed to be a reference to the consideration as so reduced. Any exercise by
Bidco of its rights referred to in this paragraph will be the subject of an
announcement and, for the avoidance of doubt, will not be regarded as
constituting any revision or variation of the terms of the Scheme.
16. Renold Preference Shares
Renold Preference Shares are admitted to trading on AIM. Renold intends to
seek shareholder approval for a share capital reduction and the Preference
Share Repayment to be approved by a separate special resolution of Renold
Shareholders, subject to approval by the Court at the hearing to sanction the
Scheme and to the Scheme becoming Effective. Following this, an application
would be made for the cancellation of the Renold Preference Shares' admission
to trading on AIM. The Preference Share Repayment is not subject to the
provisions of the Takeover Code and the Acquisition is not conditional on the
Preference Share Repayment Resolution being passed.
17. Cancellation of Admission to Trading and re-registration
Before the Scheme becomes Effective, it is intended that applications will be
made to the London Stock Exchange to cancel trading in Renold's Ordinary
Shares on AIM, with effect from or shortly following the Effective Date.
Subject to approval of the share capital reduction and Preference Share
Repayment by the Court at the hearing to sanction the Scheme and to the Scheme
becoming Effective, an application would be made for the cancellation of the
Renold Preference Shares' admission to trading on AIM.
It is also intended that, as soon as practicable after the Effective Date, and
subject to the cancellation of admission to trading on AIM of the Renold
Preference Shares, Renold will be re-registered as a private company under the
relevant provisions of the Companies Act.
18. Disclosure of interests in Renold
Save in respect of the irrevocable undertakings referred to in paragraph 6
above, as at the close of business on the Latest Practicable Date, neither MPE
nor Bidco, nor any of their respective directors nor, so far as they are
aware, any person acting in concert (within the meaning of the Takeover Code)
with either of them has: (i) any interest in or right to subscribe for any
relevant securities of Renold; (ii) any short positions in respect of relevant
securities of Renold (whether conditional or absolute and whether in the money
or otherwise), including any short position under a derivative, any agreement
to sell or any delivery obligation or right to require another person to
purchase or take delivery; (iii) any dealing arrangement of the kind referred
to in Note 11 on the definition of acting in concert in the Takeover Code, in
relation to the relevant securities of Renold; nor (iv) borrowed or lent any
relevant securities of Renold (including, for these purposes, any financial
collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Takeover Code), save for any borrowed shares which had been either on-lent or
sold.
"Relevant securities of Renold" means Renold Ordinary Shares or securities
convertible or exchangeable into Renold Ordinary Shares.
"Interests in securities" for these purposes arise, in summary, when a person
has long economic exposure, whether absolute or conditional, to changes in the
price of securities (and a person who only has a short position in securities
is not treated as interested in those securities). In particular, a person
will be treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to purchase,
option in respect of, or derivative referenced to, securities.
19. General
The Acquisition will be subject to the Conditions and further terms set out in
Appendix I to this Announcement and to be set out in the Scheme Document. The
bases and sources of certain financial information contained in this
Announcement are set out in Appendix II to this Announcement. A summary of the
irrevocable undertakings given in relation to the Acquisition is contained in
Appendix III to this Announcement. Certain terms used in this Announcement are
defined in Appendix IV to this Announcement.
The Acquisition is governed by the laws of England and Wales and is subject to
the jurisdiction of the English courts and to the Conditions and further terms
set out in Appendix I and to be set out in the Scheme Document. The
Acquisition will be subject to the applicable requirements of the Takeover
Code, the Panel, the London Stock Exchange and the Financial Conduct
Authority.
Moelis and Peel Hunt have each given and not withdrawn their consent to the
publication of this Announcement with the inclusion herein of the references
to their names in the form and context in which they appear.
20. Documents available on website
Copies of the following documents will be made available, subject to certain
restrictions relating to persons residing in Restricted Jurisdictions, on
Renold's website at https://investors.renold.com/possible-offer and Webster's
website at https://www.websterchain.com/possible-offer-for-renold/ until the
end of the Acquisition:
· this Announcement;
· the irrevocable undertakings referred to in paragraph
6 above and summarised in Appendix III to this Announcement;
· the Confidentiality Agreement;
· the External Clean Team and Joint Defence Agreement;
· the Clean Team Agreement;
· the Pensions Memorandum;
· the Cooperation Agreement; and
· the consents from financial advisers to being named
in this Announcement.
Neither the contents of the websites referred to in this Announcement nor the
contents of any website accessible from hyperlinks is incorporated in, or
forms part of, this Announcement.
Enquiries:
MPE / Bidco
Constantine Elefter +1 216 416 7500
Moelis (financial adviser to MPE and Bidco)
Chris Raff +44 20 7634 3500
Andrew Welby
Simon Chaudhuri
Renold
Robert Purcell +44 (0) 161 498 4500
Jim Haughey
Peel Hunt (financial adviser, nominated adviser & broker to Renold)
Mike Bell +44 20 7418 8900
Ed Allsopp
Sam Cann
Tom Graham
Jones Day is retained as legal adviser to MPE and Bidco.
Eversheds Sutherland (International) LLP is retained as legal adviser to
Renold.
This announcement contains inside information in relation to Renold for the
purposes of Article 7 of the Market Abuse Regulation. This announcement has
been authorised for release on behalf of Renold by the Renold Board. The
person responsible for the release of this Announcement on behalf of Renold is
Andrew Batchelor, Company Secretary.
Important Notice
Moelis, which is regulated by the FCA in the United Kingdom, is acting
exclusively for MPE and Bidco and no one else in connection with the
Acquisition and other matters set out in this Announcement and will not be
responsible to anyone other than MPE and Bidco for providing the protections
afforded to clients of Moelis, or for providing advice in connection with the
Acquisition or any matter referred to herein. Neither Moelis nor any of its
affiliates 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 Moelis in connection with this
Announcement, any statement contained herein or otherwise.
Peel Hunt, which is authorised and regulated by the Financial Conduct
Authority in the United Kingdom, is acting exclusively for Renold and for no
one else in connection with the Acquisition and/or any other matter referred
to in this Announcement and will not be responsible to anyone other than
Renold for providing the protections afforded to its clients or for providing
advice in relation to the Acquisition, the contents of this Announcement, or
any other matter referred to in this Announcement. Neither Peel Hunt nor
any of its affiliates 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 Peel Hunt in connection with this
Announcement, any statement contained herein or otherwise.
This Announcement is for information purposes only and does not constitute an
offer to sell or an invitation to purchase any securities or the solicitation
of an offer to buy any securities, or the solicitation of any vote or approval
in any jurisdiction, pursuant to the Acquisition or otherwise. The 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) which will contain
the full terms and conditions of the Acquisition, including details of how to
vote in respect of the Acquisition. Any vote or decision in respect of the
Scheme (or the Takeover Offer, if applicable) or other response in relation to
the Acquisition should be made only on the basis of the information contained
in the Scheme Document (or, if applicable, the offer document).
This Announcement has been prepared for the purpose of complying with English
law and 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 the United Kingdom.
Renold will prepare the Scheme Document (or, if applicable, Bidco will prepare
the offer document) to be distributed to Renold Shareholders. Renold and Bidco
urge Renold Shareholders to read the Scheme Document (or, if applicable, the
offer document) when it becomes available because it will contain important
information relating to the Acquisition.
Overseas Shareholders
The release, publication or distribution of this Announcement in jurisdictions
other than the United Kingdom may be restricted by law and/or regulations.
Persons who are not resident in the United Kingdom or who are subject to the
laws and regulations of other jurisdictions should inform themselves of, and
observe, any applicable requirements.
Unless otherwise determined by Bidco or required by the Takeover Code, and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
form within a Restricted Jurisdiction or any other jurisdiction if to do so
would constitute a violation of the laws of that jurisdiction. Accordingly,
copies of this Announcement and all documents relating to the Acquisition are
not being, and must not be, directly or indirectly, mailed or otherwise
forwarded, distributed or sent in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and persons
receiving this Announcement and all documents relating to the Acquisition
(including custodians, nominees and trustees) must not mail or otherwise
forward, distribute or send them in, into or from such jurisdictions where to
do so would violate the laws in those jurisdictions. If the Acquisition is
implemented by way of a Takeover Offer (unless otherwise permitted by
applicable law and regulation), such Takeover Offer may not be made available
directly or indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction.
The availability of the Acquisition to Renold Shareholders who are not
resident in the United Kingdom (and, in particular, their ability to vote
their Scheme Shares with respect to the Scheme at the Court Meeting, or to
appoint another person as proxy to vote at the Court Meeting on their behalf)
may be affected by the laws of the relevant jurisdictions in which they are
resident. Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable requirements, as any failure to
comply with such requirements 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 disclaim any
responsibility or liability for the violation of such restrictions by any
person. The Acquisition will be subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Rules. Further details in relation to Overseas
Shareholders will be contained in the Scheme Document (or, if applicable, the
offer document).
This Announcement does not constitute a prospectus or prospectus equivalent
document. The statements contained in this Announcement are not to be
construed as legal, business, financial or tax advice.
Shareholders subject to Sanctions
To the extent that any person with any direct or indirect interest in Renold
Shares is or becomes the subject of Sanctions, the transfer of their Renold
Shares is restricted and such shares will not form part of, and will not be
transferred pursuant to, the Acquisition and/or the Scheme. Nor will they
receive any Cash Consideration or be entitled to vote at the Court Meeting or
the General Meeting. For so long as such person remains the subject of
Sanctions, unless a requisite licence has been obtained by Bidco all rights
attaching to their Renold Shares will cease to be exercisable. Such
restrictions will also apply in respect of Renold Shares held by any person
acting as nominee, custodian or agent for or on behalf of a person who is or
becomes the subject of Sanctions.
Additional Information for US Investors
The Acquisition is being made to acquire the securities of an English company
by means of a scheme of arrangement provided for under the laws of England and
Wales. A transaction effected by means of a scheme of arrangement is not
subject to the proxy solicitation or tender offer rules under the US Exchange
Act or other requirements of US law. Instead, the Scheme will be subject to
disclosure requirements and practices applicable in the United Kingdom to
schemes of arrangement, which are different from the disclosure requirements
of the US under the US Exchange Act. The financial information included in
this Announcement and the Scheme documentation (or, if the Acquisition is to
be implemented by way of a Takeover Offer, the documents to be sent to Renold
Shareholders which will contain the terms and conditions of such Takeover
Offer) has been or will have been prepared in accordance with accounting
standards applicable in the UK 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. Generally accepted accounting principles in the US differ in significant
respects from accounting standard applications in the United Kingdom.
If Bidco were to elect to implement the Acquisition by means of a Takeover
Offer and determined to extend the Takeover Offer into the US, such Takeover
Offer would be made in compliance with all applicable US laws and regulations,
including to the extent applicable Section 14(e) of the US Exchange Act and
Regulation 14E thereunder, and in accordance with the Takeover Code. Such a
takeover would be made in the United States by Bidco and no one else.
Accordingly, the Acquisition would be subject to disclosure and other
procedural requirements, including with respect to withdrawal rights, offer
timetable, settlement procedures and timing of payments that are different
from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Acquisition by a US holder as
consideration for the transfer of its Scheme Shares pursuant to the Scheme
will likely be a taxable transaction for United States federal income tax
purposes and under applicable United States state and local, as well as
foreign and other, tax laws. Each Renold Shareholder is urged to consult his
or her independent professional adviser immediately regarding the tax
consequences of the Acquisition applicable to him or her.
It may be difficult for US holders to enforce their rights and claims arising
out of the US federal securities laws, since Renold is located in a country
other than the US, and all of its officers and directors are 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
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 consistent with Rule 14e-5(b) under
the US Exchange Act, Bidco, certain affiliated companies and the nominees or
brokers (acting as agents) may make certain purchases of, or arrangements to
purchase, shares in Renold outside of the US, other than pursuant to the
Acquisition, until the date on which the Acquisition and/or Scheme becomes
Effective, lapses or is otherwise withdrawn. If such purchases or arrangements
to purchase were to be made they would occur either in the open market at
prevailing prices or in private transactions at negotiated prices and comply
with applicable law, including to the extent applicable the US Exchange Act.
Any information about such purchases or arrangements to purchase will be
disclosed as required in the United Kingdom, will be reported to a Regulatory
Information Service and will be available on the London Stock Exchange website
at www.londonstockexchange.com (http://www.londonstockexchange.com) .
In accordance with the Takeover Code, normal United Kingdom market practice
and Rule 14e-5(b) of the US Exchange Act, Peel Hunt and its affiliates will
continue to act as an exempt principal trader in Renold securities 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 will be reported to a Regulatory Information Service and
will be available on the London Stock Exchange website at
www.londonstockexchange.com (http://www.londonstockexchange.com) . This
information will also be publicly disclosed in the United States to the extent
that such information is made public in the United Kingdom.
Forward Looking Statements
This Announcement (including information incorporated by reference in the
Announcement), oral statements made regarding the Acquisition, and other
information published by Bidco and Renold contain certain forward-looking
statements, beliefs or opinions, with respect to the financial condition,
results of operations and business of Bidco and Renold. These forward-looking
statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "envisage", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may", "should",
"would", "could", or other words of similar meaning. These statements are
based on assumptions and assessments made by Renold, and/or Bidco, in light of
their experience and their perception of historical trends, current
conditions, future developments and other factors they believe appropriate. 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 and the factors described in the context of such forward-looking
statements in this Announcement could cause actual results and developments to
differ materially from those expressed in or implied by such forward-looking
statements. Although it is believed that the expectations reflected in such
forward-looking statements are reasonable, no assurance can be given by Renold
and Bidco that such expectations will prove to have been correct and you are
therefore cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this Announcement. Neither
Renold nor Bidco assumes any obligation and Renold and Bidco disclaim any
intention or obligation, to update or correct the information contained in
this Announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or regulation (including
under the AIM Rules and the Disclosure Guidance and Transparency Rules of the
FCA).
EXCEPT AS EXPRESSLY PROVIDED IN THE ANNOUNCEMENT, THE FORWARD-LOOKING
STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF RENOLD, MPE, BIDCO OR
WEBSTER OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD
SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY
ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING
STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE
SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES
IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY
FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE
BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD
THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER MPE, BIDCO,
WEBSTER NOR RENOLD, 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.
No Profit Forecasts, Estimates or Quantified Benefits Statements
No statement in this Announcement is intended as a profit forecast, profit
estimate or quantified benefits statement for any period and no statement in
this Announcement should be interpreted to mean that earnings or earnings per
share for Renold for the current or future financial years would necessarily
match or exceed the historical published earnings or earnings per share for
Renold.
Disclosure Requirements of the Takeover Code
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 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 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 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
+44 (0)20 7638 0129 if you are in any doubt as to whether you are required to
make an Opening Position Disclosure or a Dealing Disclosure.
Electronic Communications
Please be aware that addresses, electronic addresses and certain information
provided by Renold Shareholders, persons with information rights and other
relevant persons for the receipt of communications from Renold may be provided
to Bidco during the offer period as requested under Section 4 of Appendix 4 of
the Takeover Code to comply with Rule 2.11(c) of the Takeover Code.
Publication on Website and Availability of Hard Copies
A copy of this Announcement and the documents required to be published by Rule
26 of the Takeover Code will be made available subject to certain restrictions
relating to persons resident in Restricted Jurisdictions on Renold's website
at https://investors.renold.com/possible-offer and Webster's website at
https://www.websterchain.com/possible-offer-for-renold/ by no later than 12
noon (London time) on Monday 16 June 2025. The contents of this website are
not incorporated into and do not form part of this Announcement.
You may request a hard copy of this Announcement by contacting MUFG Corporate
Markets between 9:00 a.m. and 5:30 p.m. (London time) Monday to Friday
(excluding public holidays in England and Wales) on +44 (0) 371 664 0300.
Calls to this number are charged at the standard geographic rate and will vary
by provider or, in the case of calls from outside the UK, at the applicable
international rate. Calls from a mobile device may incur network extras. You
may also request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard copy form. If
you have received this Announcement in electronic form, copies of this
Announcement and any document or information incorporated by reference into
this documents will not be provided unless such a request is made.
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.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Takeover Code, Renold confirms that as at
the date of this Announcement, it has in issue and admitted to trading on AIM:
(i) 225,417,740 ordinary shares of 5 pence each (excluding ordinary shares
held in treasury); and (ii) 580,482 preference shares of £1.00 each
(excluding preference shares held in treasury). The International Securities
Identification Number (ISIN) of the ordinary shares is GB0007325078 and the
ISIN of the preference shares is GB0007325417.
General
If you are in any doubt about the contents of this Announcement or the action
you should take, you are recommended to seek your own independent financial
advice immediately from your stockbroker, bank manager, solicitor accountant
or independent financial adviser duly authorised under the Financial Services
and Markets Act 2000 (as amended) if you are a resident in the United Kingdom
or, if not, from another appropriately authorised independent financial
adviser.
APPENDIX I
CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION
Part A: Conditions to the Scheme and the Acquisition
1. The Acquisition will be conditional upon the Scheme
becoming unconditional and Effective in accordance with its terms, subject to
the Takeover Code, by not later than 11:59 p.m. on the Long Stop Date.
Scheme approval
2. The Scheme becoming Effective will be subject to the
following conditions:
a)
(i) approval of the Scheme at the Court Meeting and at any
separate class meeting that may be required by the Court by a majority in
number of the Scheme Shareholders (or the relevant class or classes thereof,
if applicable) present, entitled to vote and voting, either in person or by
proxy, representing three-quarters or more in value of the Scheme Shares held
by those Scheme Shareholders; and
(ii) such Court Meeting and any separate class meeting which
may be required by the Court or any adjournment of any such Court Meeting
being held on or before the 22nd day after the expected date of the meeting as
set out in the Scheme Document (or such later date, if any, (A) as may be
agreed by Bidco and Renold; or (B) (in a competitive situation) as may be
specified by Bidco with the consent of the Panel, and in each case with the
approval of the Court if such approval is required);
b)
(i) all resolutions in connection with or required to approve
and implement the Scheme as set out in the notice of the General Meeting
(including, without limitation, the Special Resolution) being duly passed by
the requisite majority or majorities at the General Meeting; and
(ii) such General Meeting being held on or before the 22nd day
after the expected date of the meeting as set out in the Scheme Document (or
such later date, if any, (A) as may be agreed by Bidco and Renold; or (B) (in
a competitive situation) as may be specified by Bidco with the consent of the
Panel, and in each case with the approval of the Court if such approval is
required); and
c)
(i) the sanction of the Scheme by the Court (without
modification or with modification on terms acceptable to Renold and Bidco) and
the delivery of a copy of the Court Order to the Registrar of Companies; and
(ii) the Court Hearing being held on or before the 22nd day
after the expected date of the Court Hearing as set out in the Scheme Document
(or such later date, if any, (A) as may be agreed by Bidco and Renold, or (B)
(in a competitive situation) as may be specified by Bidco with the consent of
the Panel, and in each case with the approval of the Court if such approval is
required).
3. In addition, subject as stated in Parts B, C and D below
and to the requirements of the Panel, Bidco and Renold have agreed that the
Acquisition will be conditional upon the following Conditions and,
accordingly, necessary actions to make the Scheme Effective will not be taken
unless such Conditions (as amended if appropriate) have been satisfied or,
where relevant, waived:
Regulatory approvals and clearances
a) Bidco having received the earliest to occur of the
following: (i) notice in writing on terms reasonably satisfactory to Bidco
from or on behalf of the Australian Treasurer or his or her delegate stating
that the Commonwealth Government does not object to the Acquisition; or (ii)
the Australian Treasurer having been precluded by the passage of time from
making an order or decision under Part 3 of the Foreign Acquisitions and
Takeovers Act 1975 ("FATA") in relation to the Acquisition and the Acquisition
is not prohibited by section 82 of the FATA;
b) Bidco having received notice in writing on terms reasonably
satisfactory to Bidco that a decision has been made by the French Minister of
the Economy, Finance and Industrial and Digital Sovereignty, in accordance
with the provisions of articles L. 151-3 et seq. and R. 151-1 et seq. of the
French Monetary and Financial Code (Code monétaire et financier) (the "French
FDI Regulation") to authorise the Acquisition either unconditionally or with
certain conditions or undertakings imposed by the French Minister of the
Economy, Finance and Industrial and Digital Sovereignty on terms reasonably
satisfactory to Bidco, or to assess that the Acquisition falls outside the
scope of the French FDI Regulation;
c) Bidco having obtained approval in writing on terms
reasonably satisfactory to Bidco from Federal Ministry for Economic Affairs
and Energy in relation to the Acquisition as required under Germany's Foreign
Trade and Payments Ordinance or such approval being deemed to have been
obtained under applicable laws, including by the lapse, expiration or
termination of the applicable waiting period; and
d) in respect of the mandatory notice within the meaning of
Section 14(3) of the National Security and Investment Act 2021 (the "NSIA")
submitted by Bidco in respect of the Acquisition, the Chancellor of the Duchy
of Lancaster having given notice (i) that no further action will be taken in
respect of the Acquisition, pursuant to Section 14(8)(b)(ii) of the NSIA; or
(ii) if a call-in notice is issued pursuant to Section 14(8)(b)(i) of the
NSIA, that it has made a final order permitting the Acquisition to proceed
subject to conditions or obligations on terms reasonably satisfactory to Bidco
pursuant to Section 26(1)(a) of the NSIA or given a final notification
confirming that no further action will be taken in respect of the Acquisition
pursuant to Section 26(1)(b) of the NSIA on terms reasonably satisfactory to
Bidco;
Other notifications, waiting periods and Authorisations
e) all notifications, filings or applications which are
necessary under applicable law or regulation of any relevant jurisdiction
having been made in connection with the Acquisition and all necessary waiting
periods (including any extensions thereof) under any applicable law or
regulation of any relevant jurisdiction having expired, lapsed or been
terminated (as appropriate) and all applicable statutory and regulatory
obligations in any jurisdiction having been complied with in each case in
respect of the Acquisition and all Authorisations necessary or appropriate in
any jurisdiction for or in respect of the Acquisition and, except pursuant to
Chapter 3 of Part 28 of the Companies Act, the acquisition or the proposed
acquisition of any shares or other securities in, or control or management of,
Renold or any other member of the Wider Renold Group by any member of the
Wider Bidco Group having been obtained in terms and in a form satisfactory to
Bidco (acting reasonably) from all appropriate Third Parties or (without
prejudice to the generality of the foregoing) from any persons or bodies with
whom any member of the Wider Renold Group has entered into contractual
arrangements and all such Authorisations necessary to carry on the business of
any member of the Wider Renold Group in any jurisdiction having been obtained
and all such Authorisations remaining in full force and effect at the time at
which the Acquisition becomes Effective or otherwise wholly unconditional and
there being no notice or intimation of an intention to revoke, suspend,
restrict, modify or not to renew such Authorisations and all such necessary
statutory or regulatory obligations in any jurisdiction having been complied
with;
f) except with the consent or the agreement of Bidco, no
resolution of Renold Shareholders in relation to any acquisition or disposal
of assets or shares (or the equivalent thereof) in any undertaking or
undertakings (or in relation to any merger, demerger, consolidation,
reconstruction, amalgamation or scheme) being passed at a meeting of Renold
Shareholders other than in relation to and as necessary to implement the
Acquisition or the Scheme and, other than with the consent or the agreement of
Bidco, no member of the Wider Renold Group having taken (or agreed or proposed
to take) any action that requires, or would require, the consent of the Panel
or the approval of Renold Shareholders in accordance with, or as contemplated
by, Rule 21.1 of the Takeover Code;
General regulatory
g) all authorisations, orders, grants, recognitions,
determinations, confirmations, consents, licences, clearances, permissions,
exemptions and approvals (each a "Clearance") deemed necessary by Bidco
(acting reasonably) for or in respect of the Acquisition (including, without
limitation, its implementation or the proposed direct or indirect acquisition
of any shares or other securities in, or control of, Renold or any member of
the Wider Renold Group by Bidco) having been obtained from the relevant
authorities, and in each case in terms and in a form and subject to conditions
that are satisfactory to Bidco (acting reasonably) and all such Clearances
remaining in full force and effect and all filings necessary for such purpose
having been made and there being no notice or intimation of any intention to
revoke or not to renew any of the same at the time of the Scheme becoming
Effective (or, if the Acquisition is implemented by way of a Takeover Offer,
at the time of the Takeover Offer becoming unconditional as to acceptances);
h) other than to the extent arising in connection with the
Conditions in paragraphs 3a) to 3d) of this Appendix I, no Third
Party having given notice of a decision or proposal to take, institute,
implement or threaten any action, proceeding, suit, investigation, enquiry or
reference (and in each case, not having withdrawn the same), or having
required any action to be taken or otherwise having done anything or taken any
steps, or having enacted or made or proposed to enact or make any statute,
regulation, decision, order or change to published practice (and, in each
case, not having withdrawn the same) to an extent or in a manner which is
material and adverse in the context of the Wider Renold Group or the Wider
Bidco Group, in either case taken as a whole or in the context of the
Acquisition, and there not continuing to be outstanding any statute,
regulation, decision or order which would or might reasonably be expected to:
(i) require, prevent or materially delay the divestiture or
materially alter the terms envisaged for such divestiture by any member of the
Wider Bidco Group or by any member of the Wider Renold Group of all or any
material part of its businesses, assets or property or impose any material
limitation on the ability of all or any of them to conduct their businesses
(or any part thereof) or to own, control or manage any of their assets or
properties (or any part thereof);
(ii) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Bidco Group or the Wider Renold Group to
acquire or offer to acquire a material number of shares, other securities (or
the equivalent) or interest in any member of the Wider Renold Group or any
asset owned by any third party (other than Scheme Shares in the implementation
of the Acquisition);
(iii) impose any material limitation on, or result in a material
delay in, the ability of any member of the Wider Bidco Group directly or
indirectly to acquire, hold or to exercise effectively all or any rights of
ownership in respect of shares or other securities in or loans to any member
of the Wider Bidco Group or on the ability of any member of the Wider Renold
Group or any member of the Wider Bidco Group directly or indirectly to hold or
exercise effectively all or any rights of ownership in respect of shares or
other securities (or the equivalent) in, or to exercise voting or management
control over, any member of the Wider Renold Group;
(iv) otherwise materially adversely affect any or all of the
business, assets, prospects or profits of any member of the Wider Renold Group
or the Wider Bidco Group;
(v) result in any member of the Wider Renold Group ceasing to be
able to carry on business under any name under which it presently carries on
business to an extent which is material in the context of the Wider Renold
Group taken as a whole or in the context of the Acquisition (as the case may
be);
(vi) make the Acquisition, or any aspect of the Acquisition, its
implementation or the acquisition of any shares or other securities in, or
control or management of, Renold by any member of the Wider Bidco Group void,
unenforceable and/or illegal under the laws of any relevant jurisdiction, or
otherwise directly or indirectly materially prevent or prohibit, restrict,
restrain, or delay or otherwise materially interfere with the implementation
of, or impose additional materially adverse conditions or obligations with
respect to, or otherwise materially challenge, impede, interfere or require
material amendment of the Acquisition or the acquisition of any shares or
other securities in, or control or management of, Renold by any member of the
Wider Bidco Group ;
(vii) require, prevent or materially delay a divestiture by any
member of the Wider Bidco Group of any shares or other securities (or the
equivalent) in any member of the Wider Renold Group or any member of the Wider
Bidco Group; or
(viii) impose any material limitation on the ability of any member
of the Wider Bidco Group or any member of the Wider Renold Group to conduct,
integrate or co-ordinate all or any part of its business with all or any part
of the business of any other member of the Wider Bidco Group and/or the Wider
Renold Group in a manner which is adverse to the Wider Renold Group taken as a
whole or the Wider Bidco Group taken as a whole or in the context of the
Acquisition (as the case may be),
and all applicable waiting and other time periods (including any extensions
thereof) during which any such Third Party could decide to take, institute,
implement or threaten any such action, proceeding, suit, investigation,
enquiry or reference or take any other step under the laws of any relevant
jurisdiction in respect of the Acquisition or the acquisition of any Renold
Shares or of management or voting control of Renold or any member of the Wider
Renold Group or otherwise intervene having expired, lapsed or been terminated;
Certain matters arising as a result of any arrangement, agreement, etc.
i) except as Disclosed, there being no provision of any
arrangement, agreement, lease, licence, franchise, permit or other instrument
to which any member of the Wider Renold Group is a party or by or to which any
such member or any of its assets is or may be bound, entitled or be subject or
any event or circumstance which, as a consequence of the Acquisition or the
acquisition or the proposed acquisition by any member of the Wider Bidco Group
of any shares or other securities in Renold or because of a change in the
control or management of any member of the Wider Renold Group or otherwise,
could or might reasonably be expected to result in, in each case to an extent
which is material in the context of the Wider Renold Group taken as a whole or
material in the context of the Acquisition:
(i) any monies borrowed by, or any other indebtedness, actual
or contingent, of, or any grant available to, any member of the Wider Renold
Group being or becoming repayable, or capable of being declared repayable,
immediately or prior to its or their stated maturity date or repayment date,
or the ability of any such member to borrow monies or incur any indebtedness
being withdrawn or inhibited or being capable of becoming or being withdrawn
or inhibited;
(ii) the creation (save in the ordinary course of business) or
enforcement of any mortgage, charge, encumbrance or other security interest
over the whole or any part of the business, property or assets of any member
of the Wider Renold Group or any such mortgage, charge, encumbrance or other
security interest (wherever or wherever created, arising or having arisen)
becoming enforceable or being enforced;
(iii) any obligation to obtain or acquire any licence,
permission, approval, clearance, permit, notice, consent, authorisation,
waiver, grant, concession, agreement, certificate, exemption order or
registration from any Third Party;
(iv) any liability of any member of the Wider Renold Group to
make any severance, termination, bonus or other payment to any of its
directors or other officers;
(v) the rights, liabilities, obligations, interests or business
of any member of the Wider Renold Group under any such arrangement, agreement,
licence, permit, lease or instrument or any permission, approval, clearance,
notice, consent, authorisation, waiver, grant, concession, certificate,
exemption order or registration or the interests or business of any member of
the Wider Renold Group in or with any other person or body or firm or company
(or any arrangement or arrangement relating to any such interests or business)
being or becoming capable of being terminated, or adversely modified or
affected or any onerous obligation or liability arising or any adverse action
being taken or arising thereunder;
(vi) any member of the Wider Renold Group ceasing to be able to
carry on business under any name under which it presently carries on business;
(vii) an adverse effect on the tax position or the creation (other
than in the ordinary course of business) or acceleration of any liability to
taxation of any member of the Wider Renold Group;
(viii) the value of, or the financial or trading position or profit
of, any member of the Wider Renold Group being prejudiced or adversely
affected;
(ix) any material assets or material interests of, or any asset
the use of which is enjoyed by, any member of the Wider Renold Group being or
falling to be disposed of or charged or any right arising under which any such
asset or interest could be required to be disposed of or charged or could
cease to be available to any member of the Wider Renold Group; or
(x) the creation or acceleration of any liability (actual or
contingent and including without limitation for taxation) by any member of the
Wider Renold Group or for which any such member may be responsible other than
trade creditors or other liabilities incurred in the ordinary course of
business,
and no event having occurred which, under any provision of any such
arrangement, agreement, licence, permit, franchise, lease or other instrument
to which any member of the Wider Renold Group is a party or by or to which any
such member or any of its assets are bound, entitled or subject, would or
could reasonably be expected to result in any of the events or circumstances
as are referred to in Conditions 3i)(i) to (x) (inclusive).
j) except as Disclosed, no member of the Wider Renold Group
having:
(i) entered into any contract, transaction or arrangement
which would be restrictive on the business of any member of the Wider Renold
Group or the Wider Bidco Group or which is or could involve obligations which
would or might reasonably be expected to be so restrictive; or
(ii) entered into, implemented or authorised the entry into,
any joint venture, asset or profit sharing agreement, partnership or merger of
business or corporate entities,
and which in any such case is material in the context of the Wider Renold
Group or the Wider Bidco taken as a whole or in the context of the
Acquisition;
Certain events occurring since the Accounts Date:
k) except as Disclosed, no member of the Wider Renold Group
having since the Accounts Date:
(i) issued, proposed or agreed to issue, or authorised or
announced its intention to authorise or propose the issue, of, additional
shares of any class, or securities or securities convertible into, or
exchangeable for, or rights, warrants or options to subscribe for or acquire,
any such shares, securities or convertible securities or transferred or sold
or agreed to transfer or sell or authorised or proposed the transfer or sale
of Renold Shares (except, where relevant, as between Renold and wholly-owned
subsidiaries of Renold or between the wholly owned subsidiaries of Renold) or
redeemed, purchased or reduced any part of its share capital or sold or
transferred or agreed to sell or transfer any Renold Shares held by Renold as
treasury shares save pursuant to or in connection with the exercise of options
or vesting of awards granted under the Renold Share Plans or for the grant of
options or awards in accordance with normal practice under the Renold Share
Plans or with the prior written consent of both the Panel and Bidco;
(ii) recommended, declared, paid or made, or proposed to
recommend declare, pay or make any bonus, dividend or other distribution
(whether payable in cash or otherwise) other than dividends (or other
distributions, whether payable in cash or otherwise) lawfully paid or made by
any wholly-owned subsidiary of Renold to Renold or any of its wholly-owned
subsidiaries;
(iii) save as between Renold and its wholly-owned subsidiaries
or between such wholly-owned subsidiaries, effected, authorised, proposed or
announced its intention to propose any change in its share or loan capital (or
equivalent thereof);
(iv) purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or made any other change to any part of its share capital;
(v) proposed or agreed to provide or modify the terms of any
share option scheme, incentive scheme or other benefit relating to the
employment or termination of employment of any person employed by the Wider
Renold Group;
(vi) save as between Renold and its wholly-owned subsidiaries
and other than pursuant to the Acquisition, implemented, effected, authorised,
proposed or announced its intention to propose any merger, demerger,
reconstruction, arrangement, amalgamation, commitment or scheme or any
acquisition or disposal or transfer of assets, shares (other than in the
ordinary course of business) or loan capital (or the equivalent thereof) or
any right, title or interest in any assets, shares or loan capital (or the
equivalent thereof) or other transaction or arrangement in respect of itself
or another member of the Wider Renold Group, which in any case is material in
the context of the Wider Renold Group taken as a whole or the Wider Bidco
Group taken as a whole, or in the context of the Acquisition;
(vii) save as between Renold and its wholly-owned subsidiaries,
acquired or disposed of or transferred (other than in the ordinary course of
business) or mortgaged, charged or encumbered any assets or shares or any
right, title or interest in any assets or shares or authorised the same, other
than in the ordinary course of business;
(viii) entered into, varied or terminated or authorised, proposed or
announced its intention to enter into, vary, terminate or authorise any
agreement, arrangement, contract, transaction or commitment (other than in the
ordinary course of business, and whether in respect of capital expenditure or
otherwise) including, without limitation, any which is of a loss-making,
long-term or unusual or onerous nature or magnitude, or which is restrictive
on the business or involves or is reasonably likely to involve an obligation
of such a nature or magnitude, in each case which is material in the context
of the Wider Renold Group taken as a whole or in the context of the
Acquisition;
(ix) exercised any pre-emption rights, or any similar rights
that allow any member of the Wider Renold Group to subscribe for, or acquire,
shares in any other person;
(x) issued, authorised or proposed the issue of or made any
change in or to any debentures, (other than in the ordinary course of
business) or, save as between Renold and its wholly-owned subsidiaries,
incurred or increased any indebtedness or liability, actual or contingent,
which is material in the context of the Wider Renold Group taken as a whole or
in the context of the Acquisition;
(xi) other than in the ordinary course of business, made, or
announced any proposal to make, any change or addition to any retirement,
death or disability benefit or any other employment-related benefit
(including, but not limited to, bonuses, retention arrangements or share
incentive schemes or other benefit relating to the employment or termination
of employment of any employee of the Wider Renold Group) of or in respect of
any of its directors, employees, former directors or former employees;
(xii) except in relation to changes made or agreed to be made as
required by applicable legislation or other laws or changes to legislation or
other laws, having made or agreed or consented to any change to:
I. the terms of the trust deeds or other documentation
constituting and/or governing the pension scheme(s) (or other arrangements for
the provision of retirement benefits) established by any member of the Wider
Renold Group for its directors, employees or their dependents;
II. the contributions payable to any such pension scheme(s)
or other retirement benefit arrangements or the benefits which accrue or the
retirement benefits which are payable thereunder;
III. the basis on which qualification for, or accrual or
entitlement to, such benefits or pensions are calculated or determined; or
IV. the basis upon which the liabilities (including pensions or
other retirement or death benefits) of such pension schemes or other
retirement benefit arrangements are funded, valued or made;
(xiii) save as between Renold and its wholly-owned subsidiaries,
granted any lease or third party rights in respect of any of the leasehold or
freehold property owned or occupied by it or transferred or otherwise disposed
of any such property;
(xiv) entered into or varied or made any offer (which remains open
for acceptance) to enter into or vary the terms of any service agreement,
commitment or arrangement with any director of Renold or any director of the
Wider Renold Group;
(xv) taken any action which results in the creation or
acceleration of any material tax liability of any member of the Wider Renold
Group or a material adverse effect on the tax position of any such member;
(xvi) made any amendment to its memorandum or articles of
association;
(xvii) waived, compromised or settled any claim or authorised any such
waiver or compromise, save in the ordinary course of business, which is
material in the context of the Wider Renold Group taken as a whole or material
in the context of the Acquisition;
(xviii) been unable or admitted that it is unable to pay its debts or
having stopped or suspended (or threatened to stop or suspend) payment of its
debts generally or ceased or threatened to cease carrying on all or a
substantial part of its business or proposed or entered into any composition
or voluntary arrangement with its creditors (or any class of them) or the
filing at court of documentation in order to obtain a moratorium prior to a
voluntary arrangement or, by reason of actual or anticipated financial
difficulties, commenced negotiations with one or more of its creditors with a
view to rescheduling any of its indebtedness;
(xix) other than in respect of any subsidiary which is dormant,
taken or proposed any corporate action or had any steps taken or had any legal
proceedings started or threatened against it for its winding-up (voluntary or
otherwise), dissolution, striking-off or reorganisation or for the appointment
of a receiver, administrator (including the filing of any administration
application, notice of intention to appoint an administrator or notice of
appointment of an administrator), administrative receiver, trustee or similar
officer of all or any material part of its assets or revenues or for any
analogous proceedings or steps in any jurisdiction or for the appointment of
any analogous person in any jurisdiction;
(xx) taken, entered into or had started or threatened against it
in a jurisdiction outside England and Wales any form of insolvency proceeding
or event similar or analogous to any of the events referred to in Conditions
3k)(xviii) and (xix) above; or
(xxi) agreed to enter into or entered into an agreement or
arrangement or commitment or passed any resolution or announced any intention
or made any offer (which remains open to acceptance) with respect to any of
the transactions, matters or events referred to in this Condition 3k);
No adverse change, litigation, regulatory enquiry or similar
l) except as Disclosed there having been since the Accounts
Date:
(i) no adverse change and no circumstance having arisen which
would or might reasonably be expected to result in any adverse change in, the
business, assets, financial or trading position or profits or prospects or
operational performance of any member of the Wider Renold Group which is
material in the context of the Wider Renold Group taken as a whole or is
material in the context of the Acquisition;
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings having been threatened, announced or instituted by or
against or remaining outstanding against or in respect of any member of the
Wider Renold Group or to which any member of the Wider Renold Group is or may
become a party (whether as claimant, defendant or otherwise) having been
threatened, announced, instituted or remaining outstanding by, against or in
respect of, any member of the Wider Renold Group, in each case which is or
might reasonably be expected to be material in the context of the Wider Renold
Group, or Wider Bidco Group, taken as a whole or in the context of the
Acquisition;
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member of the Wider
Renold Group having been threatened, announced or instituted or remaining
outstanding by, against or in respect of any member of the Wider Renold Group,
in each case which might reasonably be expected to have a material adverse
effect on the Wider Renold Group, or the Wider Bidco Group, taken as a whole
or is or might reasonably be expected to be material in the context of the
Acquisition;
(iv) no contingent or other liability having arisen or increased
which is reasonably likely to affect adversely the business, assets, financial
or trading position or profits or prospects of any member of the Wider Renold
Group to an extent which is material in the context of the Wider Renold Group
taken as a whole or in the context of the Acquisition;
(v) no member of the Wider Renold Group having conducted its
business in breach of applicable laws and regulations and which is material in
the context of the Wider Renold Group as a whole or material in the context of
the Acquisition; and
(vi) no steps having been taken and no omissions having been
made which are likely to result in the withdrawal, cancellation, termination
or modification of any licence held by any member of the Wider Renold Group
which is necessary for the proper carrying on of its business and the
withdrawal, cancellation, termination or modification of which is or might
reasonably be expected to have a material adverse effect on the Wider Renold
Group taken as a whole or is or might reasonably be expected to be material in
the context of the Acquisition;
No discovery of certain matters regarding information, liabilities and
environmental issues
m) except as Disclosed, Bidco not having discovered:
(i) that any financial, business or other information
concerning the Wider Renold Group publicly announced before the Announcement
Date or disclosed at any time to any member of the Wider Bidco Group by or on
behalf of any member of the Wider Renold Group before the Announcement Date is
misleading, contains a material misrepresentation of any fact, or omits to
state a fact necessary to make that information not misleading, which was not
subsequently corrected by 5.00 pm at least one Business Day before the
Announcement Date either publicly via a Regulatory Information Service or
otherwise to Bidco or its professional advisers;
(ii) any member of the Wider Renold Group is subject to any
liability, contingent or otherwise, which is not disclosed in the 2024 Annual
Report and which is material in the context of the Wider Renold Group taken as
a whole or the Wider Bidco Group taken as a whole, or in the context of the
Acquisition;
(iii) that any member of the Wider Renold Group or any
partnership, company, joint venture or other entity in which any member of the
Wider Renold Group has a significant economic interest and which is not a
subsidiary undertaking of Renold is subject to any liability, contingent or
otherwise;
(iv) any past or present member, director, officer or employee
of the Wider Renold Group has not complied with all applicable legislation,
regulations, requirements or any Authorisations relating to the use,
treatment, storage, carriage, disposal, discharge, spillage, release, leak or
emission of any waste or hazardous substance or any substance likely to impair
the environment (including property) or harm human or animal health or
otherwise relating to environmental matters or the health and safety of
humans, which non-compliance would be likely to give rise to any liability,
including any penalty for non-compliance (whether actual or contingent) on the
part of any member of the Wider Renold Group, which is material in the context
of the Wider Renold Group taken as a whole or the Wider Bidco Group taken as a
whole, or in the context of the Acquisition;
(v) that there has been a disposal, discharge, spillage,
accumulation, release, leak, emission or the migration, production, supply,
treatment, storage, transport or use of any waste or hazardous substance or
any substance likely to impair the environment (including any property) or
harm human or animal health which (whether or not giving rise to
non-compliance with any law or regulation), would be likely to give rise to
any liability (whether actual or contingent) on the part of any member of the
Wider Renold Group, which is material in the context of the Wider Renold Group
taken as a whole or the Wider Bidco Group taken as a whole, or in the context
of the Acquisition;
(vi) that there is or is reasonably likely to be any obligation
or liability (whether actual or contingent) or requirement to make good,
remediate, repair, reinstate or clean up any property, asset or any controlled
waters currently or previously owned, occupied, operated or made use of or
controlled by any past or present member of the Wider Renold Group (or on its
behalf), or in which any such member may have or previously have had or be
deemed to have had an interest, under any environmental legislation, common
law, regulation, notice, circular, Authorisation or order of any Third Party
in any jurisdiction or to contribute to the cost thereof or associated
therewith or indemnify any person in relation thereto, which is material in
the context of the Wider Renold Group taken as a whole or the Wider Bidco
Group taken as a whole, or in the context of the Acquisition; or
(vii) that circumstances exist (whether as a result of making the
Acquisition or otherwise) which would or would be reasonably likely to lead to
any Third Party instituting (or whereby any member of the Wider Renold Group
would be required or likely to be required to institute) an environmental
audit or take any steps which would in any such case result or be reasonably
likely to result in any actual or contingent liability to improve or install
new plant or equipment or to make good, repair, reinstate or clean up any
property of any description or any asset now or previously owned, occupied or
made use of by any past or present member of the Wider Renold Group (or on its
behalf) or by any person for which a member of the Wider Renold Group is or
has been responsible, or in which any such member may have or previously have
had or be deemed to have had an interest, which is material in the context of
the Wider Renold Group taken as a whole or in the context of the Acquisition;
Anti-corruption, sanctions and criminal property
n) except as Disclosed, Bidco not having discovered:
(i) any past or present member, director, officer or employee
of the Wider Renold Group or any other entity or person that performs or has
at any time performed services for or on behalf of any member of the Wider
Renold Group is or has at any time engaged in any activity, practice or
conduct which would constitute an offence under the Bribery Act 2010 or the US
Foreign Corrupt Practices Act of 1977 (in each case as amended from time to
time), or any other anti‑corruption law, rule, legislation or regulation
applicable to the Wider Renold Group;
(ii) any: (y) asset of any member of the Wider Renold Group
constitutes criminal property as defined by section 340(3) of the Proceeds of
Crime Act 2002 (as amended from time to time but disregarding paragraph (b) of
that definition) or proceeds of crime under any other applicable law, rule,
legislation or regulation concerning money laundering or proceeds of crime; or
(z) any member of the Wider Renold Group is found to have engaged in
activities constituting money laundering under any applicable law, rule,
legislation or regulation concerning money laundering, including the Sanctions
and Anti-Money Laundering Act 2018 (in each case as amended from time to
time);
(iii) that any past or present member, director, officer or
employee of the Wider Renold Group or any other entity or person for whom any
such entity or person may be liable or responsible, has engaged in any
business with or made any investments in, or made any payments, funds or
assets available to, provided goods, services and/or technologies to, or
received any funds or assets from: (x) any government, entity or person
designated as being subject to restrictions under Sanctions; or (y) any
country or territory subject to comprehensive Sanctions;
(iv) that any member of the Renold Group is subject to
Sanctions;
(v) any member of the Renold Group being engaged in any
transaction which has or would cause Bidco to be in breach of any law, rule,
legislation or regulation upon its acquisition of Renold, including any
Sanctions; and
(vi) that any past or present member, director, officer or
employee of the Wider Renold Group, or any other entity or person for whom any
such entity or person may be liable or responsible: (w) has engaged in conduct
which would violate any relevant anti-terrorism law, rule, legislation or
regulation, including but not limited to the Terrorism Act 2000 and/or the USA
PATRIOT Act of 2001 (in each case as amended from time to time); (x) has
engaged in conduct which would violate any relevant anti-boycott law, rule, or
regulation or any applicable export controls, including but not limited to the
Export Control Act 2002, the US Export Administration Regulations administered
and enforced by the US Department of Commerce or the International Traffic in
Arms Regulations administered and enforced by the US Department of State (in
each case as amended from time to time); (y) has engaged in conduct which
would violate any relevant law, rule, legislation or regulation concerning
human rights, including but not limited to any law, rule, legislation or
regulation concerning modern slavery, human trafficking, false imprisonment,
torture or other cruel and unusual punishment, or child labour; or (z) is
debarred or otherwise rendered ineligible to bid for or to perform contracts
for or with any government, governmental instrumentality, or international
organization or found to have violated any applicable law, rule, legislation
or regulation concerning government contracting or public procurement.
Part B: Waiver and invocation of the Conditions
1. Subject to the requirements of the Panel in accordance with the
Takeover Code, Bidco reserves the right to waive:
1.1. in whole or in part, all or any of the Conditions in Part A above,
except for Conditions 2.a)(i), 2.b)(i) and 2.c)(i) (Scheme
Approval), which cannot be waived; and
1.2. the deadlines set out in Condition 2.a)(ii), 2.b)(ii) or
2.c)(ii) (Scheme Approval) of Part A above for the timing of the
Court Meeting, General Meeting and Court Hearing (with the Panel's consent and
approval of the Court if such consent and/or approval is required). If any
such deadline is not met, Bidco shall make an announcement by 8:00 a.m. on the
Business Day following such deadline confirming whether, subject to paragraph
6 below, it has invoked or waived the relevant Condition or agreed with Renold
to extend the deadline in relation to the relevant Condition.
2. The Acquisition will be subject to the satisfaction (or waiver, if
permitted) of the Conditions in Part A above, and to certain further terms
set out in Part D below, and to the full terms and conditions which will be
set out in the Scheme Document.
3. Conditions 2.a)(i), 2.b)(i) and 3a) to n)
(inclusive) must be fulfilled, determined by Bidco to be or to remain
satisfied or (if capable of waiver) waived, by no later than 11.59 p.m. on the
date immediately preceding the date of the Court Hearing, failing which the
Acquisition (subject to the rules of the Takeover Code and, where applicable,
the consent of the Panel) will lapse. Bidco shall be under no obligation to
waive or treat as satisfied any of Conditions 3a) to n) (inclusive)
by a date earlier than the latest date specified above for the fulfilment or
waiver thereof, notwithstanding that the other Conditions to the Acquisition
may at such earlier date have been waived or fulfilled and that there are at
such earlier date no circumstances indicating that any of such Conditions may
not be capable of fulfilment.
4. If Bidco is required to make an offer or offers for any Renold Ordinary
Shares under the provisions of Rule 9 of the Takeover Code, Bidco may make
such alterations to the Conditions as are necessary to comply with the
provisions of that Rule.
5. Each of the Conditions will be regarded as a separate Condition and
will not be limited by reference to any other Condition.
6. Under Rule 13.5 of the Takeover Code, Bidco may not invoke a condition
of the Scheme so as to cause the Scheme not to proceed, to lapse or to be
withdrawn without the consent of the Panel. The Panel will normally only give
its consent if the circumstances which give rise to the right to invoke the
condition are of material significance to Bidco in the context of the
Acquisition. This will be judged by reference to the facts of each case at the
time that the relevant circumstances arise. Conditions 1 and 2 of Part A
(and, if applicable, any acceptance condition adopted on the basis specified
in paragraph 2 of Part C below in relation to any Takeover Offer) are not
subject to this provision of the Takeover Code. Any Condition which is subject
to Rule 13.5(a) of the Takeover Code may be waived by Bidco.
Part C: Implementation by way of a Takeover Offer
1. Bidco (or its nominee) reserves the right, in its absolute discretion,
to elect to implement the Acquisition by way of a Takeover Offer as an
alternative to the Scheme with the consent of the Panel and subject to the
terms of the Cooperation Agreement.
2. In such event, such Takeover Offer will be implemented on the same
terms and conditions, so far as applicable, as those which would apply to the
Scheme subject to appropriate amendments (in accordance with the terms of the
Cooperation Agreement) to reflect the change in method of effecting the
Acquisition, including (without limitation) the inclusion of an acceptance
condition set at a level permitted by the Panel and the terms of the
Cooperation Agreement (being in any case more than 50 per cent. of the Renold
Ordinary Shares). Further, if sufficient acceptances of such Takeover Offer
are received or sufficient Renold Ordinary Shares are otherwise acquired,
Bidco intends to apply the provisions of the Companies Act to acquire
compulsorily any outstanding Renold Ordinary Shares to which such Takeover
Offer relates.
3. Bidco will not be under any obligation to waive (if capable of waiver),
to determine, to be or remain satisfied or to treat as fulfilled any of the
Conditions (to the extent capable of waiver) by a date earlier than the latest
date for the fulfilment of that Condition notwithstanding that the other
Conditions may at such earlier date have been waived or fulfilled and that
there are at such earlier date no circumstances indicating that any of such
Conditions may not be capable of fulfilment.
Part D: Certain further terms of the Acquisition
1. Renold Ordinary Shares will be acquired by Bidco with full title
guarantee, fully paid and free from all Encumbrances and together with all
rights attaching to them as at the date of this Announcement or subsequently
attaching or accruing to them, including voting rights and the right to
receive and retain, in full, all dividends and other distributions (if any)
declared, made, paid or payable, or any other return of capital made, on or
after the date of this Announcement.
2. If, on or after the date of this Announcement, any dividend and/or
other distribution and/or other return of capital is authorised, declared,
made or paid or becomes payable in respect of the Renold Ordinary Shares,
Bidco reserves the right (without prejudice to any right of Bidco, with the
consent of the Panel, to invoke Condition 3k)(ii) in Part A above),
to reduce the consideration payable under the terms of the Acquisition for the
Renold Ordinary Shares by an amount up to the amount of such dividend and/or
distribution and/or return of capital, in which case any reference in this
Announcement or in the Scheme Document to the consideration payable under the
terms of the Acquisition will be deemed to be a reference to the consideration
as so reduced. To the extent that any such dividend and/or distribution and/or
other return of capital is authorised, declared, made or paid or is payable
prior to the Scheme becoming Effective in accordance with its terms and it is:
(i) transferred pursuant to the Acquisition on a basis which
entitles Bidco to receive the dividend or distribution and to retain it; or
(ii) cancelled,
the consideration payable under the terms of the Acquisition will not be
subject to change in accordance with this paragraph. Any exercise by Bidco of
its rights referred to in this paragraph will be the subject of an
announcement and, for the avoidance of doubt, will not be regarded as
constituting any revision or variation of the Acquisition.
3. The Acquisition will be subject, inter alia, to the Conditions and
certain further terms which are set out in this Appendix I and those terms
which will be set out in the Scheme Document and such further terms as may be
required to comply with the AIM Rules and the provisions of the Takeover Code.
4. Bidco reserves the right to elect (with the consent of the Panel and
subject to the terms of the Cooperation Agreement) to implement the
Acquisition by way of a Takeover Offer (a "Switch") in the following
circumstances:
(i) if Target provides its prior written consent to the
Switch;
(ii) if a Competing Proposal (as defined in the Cooperation
Agreement) occurs; or
(iii) if a Target Board Adverse Recommendation Change (as
defined in the Cooperation Agreement) occurs.
In the event of a Switch:
(A) the acceptance condition that will apply to the Takeover
Offer shall be determined by Bidco after (to the extent necessary)
consultation with the Panel, being in any case more than 50 per cent. of the
Renold Ordinary Shares, and Bidco shall ensure that the only conditions of the
Takeover Offer shall be the conditions set out in Appendix 1 Part A to this
Announcement (subject to replacing Condition 1 therein with the acceptance
condition referred to above). In all other respects, in the event of a Switch,
the Acquisition shall be implemented on the same or improved terms, so far as
applicable, as those which would apply to a Scheme, subject to appropriate
modifications or amendments which may be required by the Panel or which are
necessary as a result of such Switch; and
(B) Bidco shall ensure that the Takeover Offer remains open for
acceptances for at least 21 days following the Takeover Offer becoming or
being declared unconditional in all respects.
5. The availability of the Acquisition to persons not resident in the
United Kingdom may be affected by the laws of the relevant jurisdiction. Any
persons who are subject to the laws of any jurisdiction other than the United
Kingdom should inform themselves about and observe any applicable
requirements. Further information in relation to Overseas Shareholders will be
contained in the Scheme Document.
6. The Acquisition is not being made, directly or indirectly, in, into or
from, or by use of the mails of, or by any means of instrumentality
(including, but not limited to, facsimile, e-mail 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
jurisdiction where to do so would violate the laws of that jurisdiction and
will not be capable of acceptance by any such use, means, instrumentality or
facility or from within any such jurisdiction.
7. This Announcement and any rights or liabilities arising hereunder, the
Acquisition, the Scheme, and any proxies is governed by the laws of England
and is subject to the jurisdiction of the English courts and to the Conditions
and further terms set out in this Appendix I and to be set out in the Scheme
Document. The Acquisition will be subject to the applicable requirements of
the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Rules.
APPENDIX II
SOURCES OF INFORMATION AND BASES OF CALCULATION
In this Announcement, unless otherwise stated, or the context otherwise
requires, the bases and sources used are set out below.
(i) The Acquisition Price values the entire issued and to be issued
ordinary share capital of Renold at approximately £186.7 million on a fully
diluted basis.
(ii) The value of the Acquisition on a fully diluted basis has been
calculated on the basis of a fully diluted issued share capital 227,643,291
Renold Ordinary Shares, which is calculated by reference to 225,417,740 Renold
Ordinary Shares in issue on 13 June 2025 (excluding shares held in treasury)
and a further 2,225,551 Renold Ordinary Shares which may be issued on or after
the date of this Announcement in connection with the exercise of options or
vesting of awards under the Renold Share Plans based on an anticipated
Effective Date occurring in the final quarter of 2025. This additional number
of Renold Ordinary Shares has been calculated on the basis of a maximum number
of 28,424,434 Renold Ordinary Shares that may be issued to satisfy the
exercise of options or vesting of awards under the Renold Share Plans less the
26,198,883 Renold Ordinary Shares held by the trustee of the Renold Employee
Benefit Trust which can be used to satisfy the exercise of options or vesting
of awards under the Renold Share Plans, although the number of Renold Ordinary
Shares to be issued might be lower if the options or awards granted under the
Renold Share Plans do not vest in full.
(iii) Unless otherwise stated, all prices and closing prices for Renold
Ordinary Shares are closing middle market quotations derived from Bloomberg.
(iv) Volume weighted average prices have been derived from Bloomberg and
have been rounded to the nearest single decimal place.
(v) Unless otherwise stated, the financial information relating to Renold is
extracted from the 2024 Annual Report.
(vi) Certain figures included in this Announcement have been subject to
rounding adjustments.
APPENDIX III
IRREVOCABLE UNDERTAKINGS
Renold Directors' Irrevocable Undertakings
The following Renold Directors have also, on the basis set out below given
irrevocable undertakings to Bidco to vote in favour of the Scheme at the Court
Meeting and the Special Resolution and Preference Share Repayment Resolution,
or as the case may be, accept an offer made by Bidco.
Name of Renold Director Number of Renold Ordinary Shares in respect of which undertaking is given Percentage of Renold issued share capital in respect of which undertaking is
given
Robert Purcell 5,815,057 2.58
Jim Haughey 20,000 0.01
David Landless 35,000 0.02
Tim Cooper 43,482 0.02
Andrew Magson 50,000 0.02
Vicki Potter 45,000 0.02
(a) The irrevocable undertakings include undertakings:
(i) to vote, or procure the vote, in
favour (or to submit, or procure the submission of, Forms of Proxy voting in
favour) of:
- the Scheme at the Court Meeting;
- the Special Resolution; and
- the Preference Share Repayment
Resolution; and
(ii) if Bidco exercises its right to
structure the Acquisition as a Takeover Offer, to accept, or procure the
acceptance of the Takeover Offer.
(b) The irrevocable undertakings will cease to be
binding and will be of no further effect if (among other things):
(i) the Scheme lapses or is withdrawn
or has not become Effective in accordance with its terms by the Long Stop Date
and at or before the time of such lapse or withdrawal or within five Business
Days thereafter, Bidco has not publicly confirmed that it intends to implement
a Takeover Offer; or
(ii) after the release of this
Announcement, the Panel consents to Bidco not proceeding with the Acquisition
and Bidco subsequently withdraws the offer.
(c) All of the above irrevocable undertakings remain
binding even in event of a competing offer for Renold at a price higher than
the Acquisition Price.
APPENDIX IV
DEFINITIONS
The following definitions apply throughout this Announcement unless the
context requires otherwise:
"2024 Annual Report" the annual report and accounts of Renold for the financial year ended
31 March 2024;
"Accounts Date" 31 March 2024;
"Acquisition" the direct acquisition by Bidco of the entire issued and to be issued ordinary
share capital of Renold, to be effected by means of the Scheme (or by way of
the Takeover Offer under certain circumstances described in this
Announcement), and, where the context admits, any subsequent revision,
variation, extension or renewal thereof;
"Acquisition Price" 82 pence per Renold Ordinary Share;
"AIM" the market of that name operated by the London Stock Exchange;
"AIM Rules" the rules of AIM published by the London Stock Exchange, as amended from time
to time;
"Announcement" this announcement;
"Announcement Date" the date of this Announcement;
"Authorisations" regulatory authorisations, orders, recognitions, grants, consents, clearances,
confirmations, certificates, licences, permissions or approvals;
"Bidco" MPE Bid Co, a newly-formed corporation controlled by MPE;
"Business Day" a day (not being a Saturday or a Sunday) on which banks generally are open in
London, United Kingdom, Ohio, United States and New York, United States for
the processing and receiving of normal, non-automated, banking business;
"Cash Consideration" the cash amount of 82 pence payable by Bidco under the Acquisition in respect
of each Renold Ordinary Share, as may be adjusted in accordance with the terms
of the Acquisition as set out in this Announcement;
"Closing Price" the closing middle market quotation of a share derived from Bloomberg;
"Companies Act" the Companies Act 2006, as amended;
"Conditions" the conditions to the implementation of the Acquisition, as set out in
Appendix I to this Announcement and to be set out in the Scheme Document;
"Confidentiality Agreement" the confidentiality agreement between MPE Partners IV, Webster and Renold
dated 27 January 2025 as amended on 7 March 2025, as described in paragraph
13 of this Announcement;
"Cooperation Agreement" the cooperation agreement between Renold, Endurance PT Technology Buyer
Corporation and Bidco dated 13 June 2025, brief particulars of which are set
forth in paragraph 13 of this Announcement;
"Court" the High Court of Justice in England and Wales;
"Court Hearing" the Court hearing at which Renold will seek an order sanctioning the Scheme
pursuant to Part 26 of the Companies Act;
"Court Meeting" the meeting of the Scheme Shareholders to be convened pursuant to an order of
the Court pursuant to section 896 of the Companies Act, notice of which will
be set out in the Scheme Document, for the purpose of considering and, if
thought fit, approving the Scheme (with or without amendment), including any
adjournment, postponement or reconvening thereof;
"Court Order" the order of the Court sanctioning the Scheme under section 899 of the
Companies Act;
"CREST" the system for the paperless settlement of trades in securities and the
holding of uncertificated securities operated by Euroclear;
"Dealing Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Disclosed" the information which has been fairly disclosed by or on behalf of Renold:
(i) in the 2024 Annual Report; (ii) in this Announcement; (iii) in any
other announcement to a Regulatory Information Service by or on behalf of
Renold prior to the publication of this Announcement; (iv) in filings made
with the Registrar of Companies and appearing in Renold's file or those of any
member of the Wider Renold Group at Companies House within the two years
immediately preceding 5.00 pm on the Business Day before the date of this
Announcement; or (v) to Bidco (or its respective officers, employees, agents
or advisers) before the Announcement Date (including all matters fairly
disclosed in the written replies, correspondence, documentation and
information provided in an electronic data room created by or on behalf of
Renold);
"Effective" in the context of the Acquisition: (a) if the Acquisition is implemented by
way of the Scheme, the Scheme having become effective pursuant to its terms;
or (b) if the Acquisition is implemented by way of the Takeover Offer, the
Takeover Offer having been declared or having become unconditional in
accordance with the requirements of the Takeover Code;
"Effective Date" the date on which the Acquisition becomes Effective;
"Encumbrances" liens, equitable interests, options, charges, encumbrances, rights of
pre-emption and other third party rights and interests of any nature
whatsoever;
"Euroclear" Euroclear UK and International Limited;
"Excluded Shares" (i) any Renold Ordinary Shares beneficially owned by Bidco, any member of the
Wider Bidco Group or any other person holding shares in Bidco; (ii) any Renold
Ordinary Shares held in treasury by Renold; or (iii) any Renold Preference
Shares;
"FATA" means the Foreign Acquisitions and Takeovers Act 1975 of Australia;
"FCA" or "Financial Conduct Authority" the UK Financial Conduct Authority;
"Forms of Proxy" the forms of proxy in connection with each of the Court Meeting and the
General Meeting, which will accompany the Scheme Document;
"French FDI Regulation" the French Monetary and Financial Code (Code monétaire et financier)
"FY2021" the financial year beginning on 1 April 2020 and ending on 31 March 2021;
"FY2024" the financial year beginning on 1 April 2023 and ending on 31 March 2024;
"FY2025" the financial year beginning on 1 April 2024 and ending on 31 March 2025;
"General Meeting" the general meeting of Renold (including any adjournment, postponement or
reconvening thereof) to be convened in connection with the Scheme, notice of
which will be set out in the Scheme Document;
"IFRS" International Financial Reporting Standards;
"Interim Facility Agreement" the interim facility agreement to be entered into by Bidco, the original
lenders named therein and Ares Capital Corporation as agent and security agent
dated on or around the date of this Announcement;
"Latest Practicable Date" close of business on 12 June 2025, being the last Business Day immediately
prior to the date of this Announcement;
"London Stock Exchange" London Stock Exchange Group;
"Long Stop Date" 11.59 pm on 13 February 2026 or such later date as may be agreed in writing by
Bidco and Renold (with the Panel's consent and as the Court may approve (if
such consent and/or approval is required));
"Moelis" Moelis & Company UK LLP, financial adviser to MPE and Bidco;
"MPE" MPE Partners IV (TE), L.P. and MPE Partners IV, each acting by their general
partner MPE GP IV, LLC;
"MPE Partners IV" MPE Partners IV, L.P. acting by its general partner MPE GP IV, LLC;
"NSIA" National Security and Investment Act 2021 of the United Kingdom
"Offer Period" the offer period (as defined in the Code) relating to Renold, which commenced
on 20 May 2025
"Opening Position Disclosure" has the same meaning as in Rule 8 of the Takeover Code;
"Overseas Shareholders" Renold Shareholders (or nominees of, or custodians or trustees for Renold
Shareholders) not resident in, or nationals or citizens of, the United
Kingdom;
"Panel" the Panel on Takeovers and Mergers;
"Peel Hunt" Peel Hunt LLP, financial adviser to Renold;
"Preference Share Repayment" has the meaning given to it in paragraph 9 of this Announcement;
"Preference Share Repayment Resolution" has the meaning given to it in paragraph 9 of this Announcement;
"Registrar of Companies" the Registrar of Companies in England and Wales;
"Regulatory Information Service" any information service authorised from time to time by the FCA for the
purpose of disseminating regulatory information;
"Restricted Jurisdiction" any jurisdiction where local laws or regulations may result in a significant
risk of civil, regulatory or criminal exposure if the Acquisition is extended
or made available in that jurisdiction or if information concerning the
Acquisition is made available in that jurisdiction or where to do so would
result in a requirement to comply with any governmental or other consent or
any registration, filing or other formality which Bidco or Renold regards as
unduly onerous;
"Renold" or "Company" Renold plc;
"Renold Board" the board of directors of Renold;
"Renold Directors" the directors of Renold;
"Renold Employee Benefit Trust" the Renold plc Employee Benefit Trust established by a deed dated 6 July 2016;
"Renold Group" Renold and its subsidiary undertakings and, where the context permits, each of
them;
"Renold Ordinary Shares" ordinary shares with a nominal value of 0.05 pence each in the capital of
Renold;
"Renold Preference Shares" the 6% cumulative preference shares of £1.00 each in the capital of Renold;
"Renold Share Plans" means:
(i) the Renold plc 2013 Performance Share Plan, as amended
from time to time;
(ii) the Renold plc Management Incentive Plan with Deferred
Share Options approved March 2016 and amended 5 July 2022, and;
(iii) the Renold Long-Term Incentive Plan adopted in September
2024;
"Renold Shareholders" or "Shareholders" the holders of Renold Ordinary Shares;
"Renold Shares" the Renold Ordinary Shares and the Renold Preference Shares;
"Renold UK Pension Scheme" the UK defined benefits pension scheme operated by the Renold Group
established under a deed dated 20 September 1967;
"Sanctions" any financial, economic or trade sanctions laws or regulations, as amended
from time to time, administered, enacted or enforced by: (i) the United
Kingdom; (ii) the European Union or any member state thereof; (iii) the United
States; (iv) the United Nations; or (v) any other jurisdiction applicable to
and binding on Renold, MPE, Bidco or any member of the Wider Bidco Group;
"Scheme" the proposed scheme of arrangement under Part 26 of the Companies Act between
Renold and the Scheme Shareholders in connection with the Acquisition, with or
subject to any modification, addition or condition approved or imposed by the
Court and agreed by Renold and Bidco;
"Scheme Document" the document to be sent to Renold Shareholders containing, among other things,
the Scheme and the notices convening, and accompanied by Forms of Proxy in
respect of, the Court Meeting and the General Meeting;
"Scheme Record Time" the time and date specified in the Scheme Document, currently expected to be
6.00 p.m. on the Business Day immediately preceding the Effective Date;
"Scheme Shareholders" holders of Scheme Shares;
"Scheme Shares" Renold Ordinary Shares:
(a) in issue as at the date of the Scheme Document;
(b) (if any) issued after the date of the Scheme Document but
before the Scheme Voting Record Time; and
(c) (if any) issued at or after the Scheme Voting Record Time
and at or before the Scheme Record Time, either on terms that the original or
any subsequent holders thereof will be bound by the Scheme or in respect of
which the holders thereof will have agreed in writing to be bound by the
Scheme,
but in each case other than the Excluded Shares;
"Scheme Voting Record Time" the time and date specified in the Scheme Document by reference to which
entitlement to vote on the Scheme will be determined;
"Significant Interest" in relation to an undertaking, a direct or indirect interest of 20 per cent.
or more of the total voting rights conferred by the equity share capital (as
defined in section 548 of the Companies Act) of such undertaking;
"Special Resolution" the special resolution(s) to be proposed at the General Meeting in connection
with, among other things, the implementation of the Scheme and such other
matters as may be necessary to implement the Scheme including (without
limitation) a resolution to amend the articles of association of Renold by the
adoption and inclusion of a new article under which any Renold Ordinary Shares
issued or transferred after the General Meeting shall either be subject to the
Scheme or (after the Scheme Record Time) be immediately transferred to Bidco
(or as it may direct) in exchange for the same cash consideration as is due
under the Scheme, and a resolution to re-register Renold as a private company;
"Takeover Code" or "Code" the City Code on Takeovers and Mergers;
"Takeover Offer" should the Acquisition be implemented by way of a takeover offer as defined in
Chapter 3 of Part 28 of the Companies Act, the offer to be made by or on
behalf of Bidco to acquire the entire issued and to be issued ordinary share
capital of Renold and, where the context admits, any subsequent revision,
variation, extension or renewal of such takeover offer;
"Third Party" each of a central bank, government or governmental, quasi-governmental,
supranational, statutory, regulatory, environmental, administrative, fiscal or
investigative body, court, trade agency, association, institution,
environmental body, employee representative body or any other body or person
whatsoever in any jurisdiction;
"United Kingdom" or "UK" the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US" the United States of America, its territories and possessions, any state of
the United States of America and all other areas subject to its jurisdiction
and any political sub-division thereof;
"US Exchange Act" the US Securities Exchange Act of 1934, as amended;
"Webster" Webster Industries, Inc., an affiliate of Bidco;
"Wider Bidco Group" Endurance PT Technology Holdings LLC and its subsidiaries and subsidiary
undertakings, and any other body corporate, person or undertaking (including
a joint venture, partnership, firm or company) in which Endurance PT
Technology Holdings LLC and/or such undertakings (aggregating their interests)
have a Significant Interest; and
"Wider Renold Group" Renold and its subsidiaries, subsidiary undertakings and associated
undertakings and any other body corporate person or undertaking (including a
joint venture, partnership, firm or company) in which Renold and/or such
undertakings (aggregating their interests) have a Significant Interest.
For the purposes of this Announcement, "subsidiary", "subsidiary undertaking",
"undertaking" and "associated undertaking" have the respective meanings given
thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling", "£", "pence",
"penny" and "p" are to the lawful currency of the United Kingdom.
All the times referred to in this Announcement are London times unless
otherwise stated.
References to the singular include the plural and vice versa.
References to an enactment include references to that enactment as amended,
replaced, consolidated or reenacted by or under any other enactment before or
after the Announcement Date.
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. END OFFEAKKDFLSSEEARecent news on Renold
See all newsREG - Janus Henderson Inv. Renold PLC - Form 8.3 - Renold plc
AnnouncementREG - Peel Hunt LLP Renold PLC - Form 8.5 (EPT/RI) Renold Plc
AnnouncementREG - Cavendish Securities Renold PLC - Form 8.5 (EPT/NON-RI)
AnnouncementREG-River Global Investors LLP Form 8.3 - Renold plc
AnnouncementREG - MPE Bidco Renold PLC - Offer for Renold plc
Announcement