REG - Renold PLC - Court Sanction of Scheme

RenoldAnnouncement

27/10/2025 15:46

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RNS Number : 9869E  Renold PLC  27 October 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 OR REGULATIONS OF THAT JURISDICTION.

FOR IMMEDIATE RELEASE

27 October 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 ("MPE")

COURT SANCTION OF SCHEME

ISSUE OF EQUITY AND VESTING OF SHARE AWARDS

REDUCTION OF CAPITAL

PREFERENCE STOCK DIVIDEND

On 13 June 2025, the boards of Renold and Bidco announced that they had
reached agreement on the terms and conditions of a recommended cash offer
pursuant to which Bidco shall acquire the entire issued and to be issued
ordinary share capital of Renold (the "Acquisition"). The Acquisition is
being implemented by means of a Court-sanctioned scheme of arrangement under
Part 26 of the Companies Act (the "Scheme"), full details of which were sent,
or made available, to Renold Shareholders in the circular dated 7 July 2025
(the "Scheme Document").

Capitalised terms used in this announcement shall, unless otherwise defined,
have the same meanings as set out in the Scheme Document. All references to
times in this announcement are to London, United Kingdom times unless
otherwise stated.

On 28 July 2025, Renold announced that the requisite majority of Scheme
Shareholders had approved the Scheme at the Court Meeting and that the special
resolution to, among other things, implement the Scheme was passed by the
requisite majority of Renold Shareholders at the General Meeting.
Additionally, the requisite majority of Renold Shareholders voted in favour of
the Preference Stock Repayment Resolution, to cancel the Renold Preference
Stock and repay £1.07 per unit of Renold Preference Stock to the holders of
such Renold Preference Stock, at the General Meeting.

On 7 October 2025, Renold and Bidco announced that the requisite regulatory
approvals and clearances had been received and therefore the conditions set
out in in paragraphs 3(a) to 3(d) of Part A of Part III (Conditions to and
Further Terms of the implementation of the Scheme and the Acquisition) of the
Scheme Document had been satisfied.

Sanction of the Scheme

The boards of Renold and Bidco are pleased to announce that the Court has
today granted the Court Order sanctioning the Scheme under section 899 of the
Companies Act.

All of the conditions set out in Part III of the Scheme Document have been
satisfied or waived other than the delivery of a copy of the Court Order to
the Registrar of Companies. The Scheme will become Effective upon the delivery
of a copy of the Court Order to the Registrar of Companies for registration,
which is expected to occur on 29 October 2025. The Scheme Record Time is
expected to be 6.00 p.m. on 28 October 2025.

Issue of Equity - Vesting of Share Awards

The board of Renold further announces that the conditions have been met for
the allotment and issuance of 1,392,251 new ordinary shares of 5 pence each in
the Company ("New Ordinary Shares") in order to satisfy the exercise of share
options and vesting of share awards held by employees including certain Renold
Directors. Accordingly, an application has been made by Renold for the New
Ordinary Shares to be admitted to trading on AIM ("Admission"). Admission is
expected to take place at 7.00 a.m. on 28 October 2025 with the New Ordinary
Shares to be allotted and issued as soon as possible thereafter (the
"Allotment").

In accordance with Rule 2.9 of the Takeover Code, upon Allotment Renold will
have in issue and admitted to trading on AIM: (i) 226,809,991 ordinary shares
of 5 pence each; and (ii) 580,482 preference shares of £1.00 each. No Renold
Ordinary Shares are held in treasury. The International Securities
Identification Number ("ISIN") of the ordinary shares is GB0007325078 and the
ISIN of the preference shares is GB0007325417.

Sanction of the Reduction of Capital and the Preference Stock Repayment

The board of Renold is also pleased to announce that the Court has today
sanctioned the reduction of capital by way of cancellation of 580,482 fully
paid up units of Renold Preference Stock (the "Reduction of Capital") and the
repayment of £1.07 per unit of Renold Preference Stock to the holders of such
Renold Preference Stock in proportion to the number of their Renold Preference
Stock cancelled (the "Preference Stock Repayment"). Details of the Reduction
of Capital and the Preference Stock Repayment are set out in the Scheme
Document.

The Reduction of Capital will become effective upon (i) the Scheme becoming
Effective and (ii) registration by the Registrar of Companies and, subject
thereto, it is expected the Preference Stock Repayment will be despatched on
10 November 2025 to holders of Renold Preference Stock on the register as at
6.00 p.m. on 28 October 2025.

Preference Stock Dividend

The board of Renold further announces an accrued cumulative preferential
dividend ("Accrued Preference Stock Dividend") in accordance with the terms of
the Renold Preference Stock, equal to 1.97 pence per unit.

It is expected that the Accrued Preference Stock Dividend will be paid on 10
November 2025 to holders of Renold Preference Stock on the register as at 6
p.m. on 28 October 2025.

The ex-dividend date will be 28 October 2025.

Next steps and timetable

It should be noted that the last day of dealings in, and for the registration
of transfers of, and disablement in CREST of, Renold Shares will be 28 October
2025 and the Scheme Record time will be 6.00 p.m. on 28 October 2025. Scheme
shareholders on Renold's register of members at the Scheme Record Time will,
upon the Scheme becoming Effective, be entitled to receive the consideration
under the Scheme, which will be despatched to them within fourteen days after
the Effective Date.

Dealings in Renold Ordinary Shares and Preference Stock on AIM will be
suspended from 07.30 a.m. on 29 October 2025. The suspension is made pursuant
to Renold's application to the London Stock Exchange and is being effected as
part of the Scheme.

It is further expected that, subject to the Scheme being Effective on 29
October 2025, the cancellation of the admission to trading of Renold Ordinary
Shares and Renold Preference Stock on AIM will take effect at 07.00 a.m. on 30
October 2025.

A further announcement will be made when the Scheme becomes Effective.

All dates and times are based on Renold's and Bidco's current
expectations and are subject to change. If any of the dates and/or times in
this expected timetable change, the revised dates and/or times will be
notified to Renold Shareholders by announcement through a Regulatory
Information Service and by posting notice of these dates on the following
website: https://investors.renold.com/offer-for-renold.

 

Enquiries:

 

 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
 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

Eversheds Sutherland (International) LLP is retained as legal adviser to
Renold.

Jones Day is retained as legal adviser to MPE and Bidco.

J.P. Morgan is also acting as financial adviser to MPE and Bidco.

Important notices

This announcement does not, nor is it intended to, constitute or form part of
an offer or an invitation to purchase or subscribe for any securities, or a
solicitation of an offer to buy any securities, whether pursuant to this
announcement or otherwise, in any jurisdiction in which such offer, invitation
or solicitation is or would be unlawful.

This announcement does not comprise a prospectus or a prospectus
equivalent document or an exempted document. The contents of this
announcement do not amount to, and should not be construed as legal, tax,
business or financial advice.

The statements contained in this announcement are made as at the date of this
announcement, unless some other date is specified in relation to them, and
publication of this announcement shall not give rise to any implication that
there has been no change in the facts set forth in this announcement since
such date.

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.

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.

J.P. Morgan is acting as financial adviser exclusively for Bidco and no one
else in connection with the matters set out in this announcement and will not
regard any other person as its client in relation to the matters referred to
in this announcement and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of J.P. Morgan, nor for
providing advice in relation to any matter referred to herein.

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 or by use of the mails or
any other means or instrumentality (including, without limitation, telephonic
or electronic) of interstate or foreign commerce of, or any facility of a
national, state or other securities exchange of, 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
facility 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.

The availability of the Acquisition to Renold Shareholders who are not
resident in the United Kingdom 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 is contained in the Scheme Document.

Additional Information for US Investors

The Acquisition relates to 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
shareholder vote, proxy solicitation or tender offer rules under the US
Exchange Act or other requirements of US law. Instead, the Scheme is subject
to the disclosure requirements and practices applicable in the UK to schemes
of arrangement, which differ from the disclosure requirements and practices of
the US under the US Exchange Act. The financial information included in the
Scheme Document has been or will have been prepared in accordance with
accounting standards applicable in the UK and thus may not be comparable to
the 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.

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. 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.

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 non-US
jurisdiction, and some or all of the Renold Directors may be residents of a
non-US jurisdiction. 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.

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.

Neither the US Securities and Exchange Commission, nor any US state securities
commission or any securities commission of other jurisdictions, has approved
or disapproved the Acquisition, passed judgement upon the fairness or the
merits of the Acquisition, or passed judgement upon the adequacy or accuracy
of this document. Any representation to the contrary may be a criminal offence
in the United States.

Shareholders subject to Sanctions

To the extent that any person with any direct or indirect interest in Scheme
Shares is or becomes the subject of Sanctions, the transfer of their Scheme
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. 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 Scheme Shares will cease to be
exercisable. Such restrictions will also apply in respect of Scheme
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.

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).

No profit forecasts or estimates or Quantified Financial 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 Bidco and/or Renold, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Bidco and/or Renold, as appropriate.

Dealing and Opening Position 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 Takeover Panel's website
at www.thetakeoverpanel.org.uk, including details of the number of relevant
securities in issue, when the offer period commenced and when any offeror was
first identified. You should contact the Panel's Market Surveillance Unit on
+44 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.

Capitalised terms are defined in the Takeover Code, which can also be found on
the Panel's website. If you are in any doubt as to whether or not you are
required to make a disclosure under Rule 8, you should consult the Panel.

 Publication on website

A copy of this announcement will be made available (subject to certain
restrictions relating to persons resident in Restricted Jurisdictions), free
of charge, on Renold's website
at https://investors.renold.com/offer-for-renold
(https://investors.renold.com/offer-for-renold) and on Webster's website at
https://websterchain.com/possible-offer-for-renold/
(https://websterchain.com/possible-offer-for-renold/) by no later than 12 noon
(London time) on 28 October 2025. Neither the contents of these websites nor
the content of any other website accessible from hyperlinks on such websites
is incorporated into, or forms part of, this announcement.

Availability of hard copies

In accordance with Rule 30.3 of the Code, a person so entitled may request a
hard copy of this announcement, and all future documents, announcements and
information in relation to the Acquisition, by writing to MUFG Corporate
Markets, Corporate Actions, Central Square, 29 Wellington Street, Leeds LS1
4DL United Kingdom or by calling 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 0321. 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. Alternatively, you can
email MUFG Corporate Markets at shareholderenquiries@cm.mpms.mufg.com. Please
note that MUFG Corporate Markets cannot provide any financial, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

Scheme process

In accordance with Section 5 of Appendix 7 to the Takeover Code, Renold
will announce through a Regulatory Information Service key events in
the Scheme process.

 

 

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