REG - Renold PLC - Scheme of Arrangement Becomes Effective

RenoldAnnouncement

29/10/2025 08:30

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RNS Number : 3072F  Renold PLC  29 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

29 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")

SCHEME OF ARRANGEMENT BECOMES EFFECTIVE

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 has
been 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 27 October 2025, Renold and Bidco announced that the Court had sanctioned
the Scheme to implement the Acquisition.

Scheme Effective

The boards of Renold and Bidco are pleased to announce that the Scheme has
today become Effective in accordance with its terms, following delivery of a
copy of the Court Order to the Registrar of Companies, and the entire issued
ordinary share capital of Renold is now owned by Endurance PT Technology Buyer
Corporation (which Bidco has nominated as the purchaser of the Scheme Shares
pursuant to the Scheme).

Settlement of Consideration

Under the terms of the Scheme, Scheme Shareholders on the register of members
of Renold at the Scheme Record Time, being 6.00 p.m. on 28 October 2025, are
entitled to receive 82 pence in cash for every Scheme Share held.

Settlement of consideration to which any Scheme Shareholder is entitled will
be effected by the despatch of a cheque or electronic payment to the Scheme
Shareholder's specified account (for Scheme Shareholders holding Scheme Shares
in certificated form) or the crediting of CREST accounts (for Scheme
Shareholders holding Scheme Shares in uncertificated form) as soon as
practicable and in any event not later than 14 days after the Effective Date,
being 12 November 2025, in the manner set out in the Scheme Document.

Board Changes

As the Scheme has now become Effective, as of today's date all of the
non-executive directors of Renold, being David Landless, Tim Cooper, Andrew
Magson and Victoria Potter have resigned from the board of Renold.

Suspension and cancellation of trading

Trading in Renold Ordinary Shares and Renold Preference Stock was suspended
with effect from 7.30 a.m. today. Following an application by Renold to the
London Stock Exchange, the cancellation of the admission to trading of Renold
Ordinary Shares and Renold Preference Stock on AIM is expected to take effect
at 7.00 a.m. on 30 October 2025.

All references to time in this announcement are to the time in London, United
Kingdom.

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.

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.

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.

Additional Information for US Investors

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.

 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 30 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.

 

 

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