REG - Renold PLC - Results of Court Meeting and General Meeting

RenoldAnnouncement

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RNS Number : 8696S  Renold PLC  28 July 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

28 July 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")

RESULTS OF COURT MEETING AND GENERAL MEETING

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 to
be effected 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.

Renold is pleased to announce that, at the Court Meeting and General Meeting
each held earlier today in connection with the Acquisition:

·      the requisite majority of Scheme Shareholders voted in favour of
the Scheme at the Court Meeting;

·      the requisite majority of Renold Shareholders voted in favour of
the Special Resolution to implement the Scheme, including the amendment to
Renold's articles of association and to re-register Renold as a private
company (subject to the cancellation of admission to trading on AIM of the
Renold Preference Stock), at the General Meeting; and

·      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.

Further details of the resolutions passed are set out in the Notices of the
Court Meeting and General Meeting contained in the Scheme Document.

Voting Results for the Court Meeting

The table below sets out the results of the poll at the Court Meeting held on
28 July 2025. Each Scheme Shareholder present in person or by proxy was
entitled to one vote per Scheme Share held at the Voting Record Time.

          Number of Scheme Shareholders who voted*  Percentage of Scheme Shareholders* who voted**  Number of Scheme Shares Voted  Percentage of Scheme Shares Voted**  Number of Scheme Shares voted as a percentage of the issued ordinary share
                                                                                                                                                                        capital entitled to be voted at the Court Meeting**
 FOR***   253                                       87.85                                           120,651,409                    93.14                                53.52
 AGAINST  35                                        12.15                                           8,879,574                      6.86                                 3.94
 TOTAL    278                                       100                                             129,530,983                    100                                  57.46

 

* Ten Scheme Shareholder have cast some of their votes "for" and some of their
votes "against" the resolution, and have been counted as having voted both
"for" and "against" the resolution for the purposes of determining the
percentage of Scheme Shareholders who voted.

**All percentages have been rounded to two decimal places.

*** Any proxy appointments which gave discretion to the Chair have been
included in the vote "For" total.

Voting Results for the General Meeting

The table below sets out the results of the poll conducted at the General
Meeting held on 28 July 2025. Each Renold Shareholder present in person or by
proxy was entitled to one vote per Renold Ordinary Share held at the Voting
Record Time.

                                        FOR*                AGAINST                       % of Renold Ordinary Shares voted as a % of the total number of Renold

            Ordinary Shares in issue***
                                                                             WITHHELD**
 Resolution                             Number       %***   Number     %***  Number***
 To give effect to the Scheme           109,791,283  92.49  8,910,435  7.51  19,525       52.66
 To cancel the Renold Preference Stock  109,814,452  92.71  8,633,295  7.29  273,496      52.55

 

* Any proxy appointments which gave discretion to the Chair have been included
in the vote "For" total.

**A vote withheld is not a vote in law and, accordingly, is not counted in the
calculation of the proportion of votes "For" nor "Against" the Resolution.

***All percentages have been rounded to two decimal places.

The total number of Renold Ordinary Shares in issue at the Voting Record Time
was 225,417,740. As at the Voting Record Time, no Renold Ordinary Shares were
held in treasury. Therefore, the total voting rights in Renold as at the
Voting Record Time were 225,417,740 shares.

Next steps and timetable

The outcome of today's meetings means that Conditions 2(a)(i) and 2(b)(i) (as
set out in Part A of Part III of the Scheme Document) have been satisfied.

The Scheme remains subject to the satisfaction (or, where applicable, waiver)
of the remaining Conditions set out in the Scheme Document, including the
regulatory conditions and the sanction of the Scheme by the Court at the Court
Hearing.

The expected timetable of principal events for implementation of
the Scheme remains as set out on page 13 of the Scheme Document. Renold
expects that, subject to the satisfaction of (or, where applicable, waiver) of
the Conditions, the Scheme will become Effective in the final quarter of 2025.

The dates and times given are indicative only and are based on Renold's and
Bidco's current expectations and may be subject to change. If any of the
expected dates and/or times set out in the expected timetable change,
then Renold will give adequate notice(s) of such changes in an announcement
released through a Regulatory Information Service and by making such
announcement available on Renold's website
at https://investors.renold.com/offer-for-renold
(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 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. 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 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 will be
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 (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 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.

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.

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 29 July 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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