REG - Renold PLC - Statement Regarding Possible Offer

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RNS Number : 4106J  Renold PLC  20 May 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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE

THERE CAN BE NO CERTAINTY THAT AN OFFER WILL BE MADE, OR AS TO THE TERMS OF
ANY SUCH OFFER

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

20 May 2025

Renold plc (the "Company" or "Renold")

Statement Regarding Possible Offer

The Board of Renold notes the recent press speculation and confirms that it
has received two separate unsolicited and non-binding all-cash proposals from
a consortium comprising Buckthorn Partners LLP and One Equity Partners IX,
L.P. (the "Consortium"), and Webster Industries, Inc, a company majority-owned
by a fund managed and controlled by Morgenthaler Private Equity ("MPE"), to
acquire the entire issued and to be issued share capital of Renold.

The Consortium's latest proposal is at a price of 81 pence per Renold share
(the "Consortium Proposal"), and Webster's latest proposal is at a price of 77
pence per Renold share (the "Webster Proposal"), and each follows several
previous proposals.

Both the Consortium Proposal and the Webster Proposal are subject to the
satisfaction or waiver of a number of customary pre-conditions. The Board of
Renold is currently engaging with both the Consortium and Webster, including
providing them with access to management and diligence information.

There can be no certainty that an offer will be made, or as to the terms of
any such offer.

In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 17
June 2025, each of the Consortium and Webster must either announce a firm
intention to make an offer for Renold in accordance with Rule 2.7 of the Code
or announce that it does not intend to make an offer for Renold, in which case
the announcement will be treated as a statement to which Rule 2.8 of the Code
applies. This deadline will only be extended with the consent of the Takeover
Panel in accordance with Rule 2.6(c) of the Code.

This announcement is made without the agreement or approval of the Consortium
or Webster.

The person responsible for making this announcement on behalf of Renold is
Andrew Batchelor, Company Secretary.

Enquiries

 Renold plc                                                 +44 (0) 161 498 4500

 Robert Purcell

 Jim Haughey

 Peel Hunt LLP (Sole Financial Adviser and Rule 3 Adviser)  +44 (0) 207 418 8900

 Mike Bell

 Ed Allsopp

 Sam Cann

 Tom Graham

Notice related to financial adviser

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for Renold and no
one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Renold for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
connection with the matters referred to herein. Neither Peel Hunt nor any of
its subsidiaries, branches or 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.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1%
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 pm (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 (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.

Rule 2.9 disclosure

In accordance with Rule 2.9 of the Code, Renold confirms that, as at the date
of this announcement, its issued and fully paid share capital consists of
225,417,740 ordinary shares with par value of 5p. The International Securities
Identification Number (ISIN) for the ordinary shares is GB0007325078.

Market Abuse Regulations

The information contained within this announcement would have, prior to its
release, constituted inside information as stipulated under Article 7 of the
Market Abuse Regulations (EU) No.596/2014 as incorporated into UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 (together, "UK MAR").
Upon the publication of this announcement via a regulatory information
service, this inside information will be considered to be in the public
domain. For the purposes of UK MAR, the person responsible for arranging for
the release of this information on behalf of Renold is Andrew Batchelor.

Publication on website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available on the website of Renold at https://investors.Renold.com/ promptly
and by no later than 12 noon (London time) on the business day following this
announcement. The content of the website referred to in this announcement is
not incorporated into and does not form part of this announcement.

 

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