REG - Renold PLC - 2022 Annual Report & Notice of AGM

RenoldAnnouncement

04/08/2022 07:30

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RNS Number : 8338U  Renold PLC  04 August 2022

 

4 August 2022

 

Renold plc

("Renold", the "Company" or the "Group")

2022 Annual Report and Accounts and 2022 AGM

 

Related Party Transaction

 

Renold announces that it has today posted to its shareholders the annual
report and accounts for the year ended 31 March 2022 (the "2022 Annual Report
and Accounts").

 

Renold has also posted to its shareholders a circular containing the notice
convening the 2022 annual general meeting ("2022 AGM") and form of proxy for
use at the 2022 AGM.

 

As noted in the Company's Final results announcement dated 13 July 2022, and
set out in the 2022 Annual Report and Accounts, the board of Directors of the
Company (the "Board") has become aware of an issue concerning technical
compliance with the Companies Act 2006 in relation to the payment of dividends
(amounting in aggregate to £69,657.84) to the Company's Preference
Shareholders between 1 July 2019 and 2 January 2021 (the "Relevant
Distributions"). The effect of prior year adjustments to the annual report and
accounts for the year ended 31 March 2020 (which had an impact upon prior
accounting periods) is that four dividend payments paid to Preference
Shareholders between 1 July 2019 and 2 January 2021 were paid at a time when
the Company did not hold adequate distributable reserves. However, there were
sufficient reserves held in subsidiaries of the Company which could have been
distributed to the Company in order to provide the Company with adequate
reserves at that time.

 

Dividend Rectification

The Company has been advised that, as a consequence of the Relevant
Distributions having been paid otherwise than in accordance with the Companies
Act 2006, the Relevant Distributions are technically unlawful and that the
Company may have claims against past and present Preference Shareholders who
were recipients of the Relevant Distributions, and against persons who were
directors of the Company at the time of the payment of the Relevant
Distributions.

The Board notes, however, that the Company has no intention of bringing any
such claims and that the Group's historic reported trading results and
financial condition and ability to pay future dividends are entirely
unaffected by this matter.

The circular posted today by Renold convening the 2022 AGM to be held on 6
September 2022 includes a resolution proposing to authorise various rectifying
actions which will, if passed, put all potentially affected parties, so far as
possible, in the position in which they were always intended to be (the
"Rectification Resolution").

Related Party Transaction

The entry by the Company into the Preference Shareholders' Deed of Release and
consequential waiver of any rights of the Company to make claims against
Preference Shareholders in respect of the Relevant Distributions constitutes a
related party transaction pursuant to Rule 13 of the AIM Rules, in respect of
Fiske Nominees Limited, as a result of owning (non-voting) Preference Stock
totalling in excess of 10 per cent.

In addition, the entry by the Company into the Directors' Deed of Release and
consequential waiver of any rights of the Company to make claims against past
and present directors in respect of the Relevant Distributions, constitutes a
related party transaction pursuant to Rule 13 of the AIM Rules as each of the
Directors, excluding Victoria Potter, is a related party for the purposes of
the AIM Rules.

Victoria Potter is considered to be independent for the purposes of AIM Rule
13 in respect of the Rectification Resolution. Having consulted with the
Company's nominated adviser, Peel Hunt LLP, the independent director considers
that the Rectification Resolution (and specifically the entry by the Company
into the Preference Shareholders' Deed of Release and the Directors' Deed of
Release) is fair and reasonable insofar as the shareholders of the Company are
concerned.

 

An electronic copy of the 2022 annual report and the notice of the 2022 annual
general meeting are available for download from the Company's website at
www.investors.renold.com.

 

All capitalised terms in this announcement are as defined in the circular.

 

The 2022 AGM will be held at 11.00am on 6 September 2022 at the Company's
registered office at Trident 2, Trident Business Park, Styal Road,
Wythenshawe, Manchester M22 5XB.

 

ENQUIRIES:

 

 Renold plc                           IFC Advisory Limited
 Andrew Batchelor, Company Secretary  Tim Metcalfe
                                      Graham Herring
                                      renold@investor-focus.co.uk (mailto:renold@investor-focus.co.uk)
 0161 498 4500                        020 3934 6630

 Nominated Adviser and Joint Broker   Joint Broker
 Peel Hunt LLP                        FinnCap Limited
 Mike Bell                            Ed Frisby / Tim Harper (Corporate Finance)
 Ed Allsopp                           Andrew Burdis / Harriet Ward (ECM)
 020 7418 8900                        020 7220 0500

 

NOTES FOR EDITORS

 

Renold is a global leader in the manufacture of industrial chains and also
manufactures a range of torque transmission products which are sold throughout
the world to a broad range of original equipment manufacturers and
distributors. The Company has a well-deserved reputation for quality that is
recognised worldwide. Its products are used in a wide variety of industries
including manufacturing, transportation, energy, steel and mining.

 

Further information about Renold can be found on the website at:
www.renold.com (http://www.renold.com)

 

 

 

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