REG - Renold PLC - Trading Update and Publication of Scheme Document

RenoldAnnouncement

07/07/2025 07:00

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RNS Number : 8928P  Renold PLC  07 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

7 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

TRADING UPDATE AND PUBLICATION OF SCHEME DOCUMENT

On 13 June 2025, the boards of Renold and Bidco announced that they had
reached agreement on the terms and conditions of a recommended all cash offer
pursuant to which Bidco would 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").

Trading Update

The Renold Group performed strongly throughout FY2025, reflecting Renold's
excellent market position and fundamentals, combined with all the hard work,
strategically, commercially and operationally, that has been undertaken over
recent years by the Renold Group's employees across the world. Renold
continues to increase its capabilities and international footprint, both
organically and through acquisition, which the Renold Directors believe
positions the business well to address the needs of a broad customer base.

Renold's clear and effective strategy has delivered further progress and
strong results in FY2025, but the Renold Directors remain mindful of the
additional challenges presented by the current economic backdrop. The Renold
Group has a broad international footprint and highly differentiated product
offering, and as such has been able, using supply chain flexibility and price
rises, to mitigate a large part of the direct cost headwinds presented by
current changes to tariff regimes.

Overall, volume demand during the early part of FY2026 has been slightly below
prior year levels, with some customers deferring procurement decisions in
response to the heightened level of uncertainty affecting a number of the
Renold Group's geographic and sector end-markets. During the first quarter of
the financial year ending 31 March 2026, the impact of reduced Renold Group
sales volumes was largely offset by pricing and the Renold Group will take
further pricing action to meet additional cost increases if necessary. The
Renold Group is also seeking to manage the effects of currency movements and
particularly the weaker US dollar, which if the current exchange rate is
maintained for the remainder of the financial year, would represent a
translational headwind to earnings.

The Renold Directors would expect greater customer outlook visibility to drive
improved demand, but currently anticipate this to remain subdued, at least
through the remainder of the first half of the current financial year. Against
this backdrop, the Renold Group is focussed on maximising its efficiency and
ensuring it can respond effectively to changing conditions, in order to
maintain strategic momentum.

Publication of the Scheme Document

Renold is pleased to announce the publication of the scheme document in
relation to the Scheme (the "Scheme Document") setting out, among other
things, the full terms and conditions of the Scheme, a letter from the Chair
of Renold and an explanatory statement in compliance with section 897 of the
Companies Act 2006, an expected timetable of principal events, notices of the
Court Meeting and General Meeting and details of the actions to be taken by
Renold Shareholders.  The Scheme Document, together with the associated Forms
of Proxy, is today being published by Renold and posted (or made available
online) to Renold Shareholders and, for information only, to persons with
information rights.

Copies of this announcement and the Scheme Document will be made available
(subject to any applicable restrictions relating to persons in, or resident,
in Restricted Jurisdictions) for inspection 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://www.websterchain.com/possible-offer-for-renold/
(https://www.websterchain.com/possible-offer-for-renold/) up to and including
the Effective Date. The contents of Renold's website and Webster's website are
not incorporated into, and do not form part of, this announcement.

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.

Notices of the Court Meeting and General Meeting

The Court Meeting and the General Meeting are to be held at the offices
of Eversheds Sutherland (International) LLP, 1 Wood Street, London EC2V
7WS, United Kingdom on 28 July 2025. The Court Meeting is scheduled to
commence at 2.00 p.m. and the General Meeting is scheduled to commence
at 2.15 p.m. (or as soon thereafter as the Court Meeting has concluded or
been adjourned). Notices of the Court Meeting and the General Meeting are set
out in Parts VIII and IX, respectively, of the Scheme Document.

As further described in the Scheme Document, before the Court is asked to
sanction the Scheme and in order to become Effective, the Scheme will
require: (i) the approval of a majority in number of Scheme Shareholders
present and voting (and entitled to vote), either in person or by proxy, at
the Court Meeting, representing not less than 75 per cent. in nominal value of
the Scheme Shares held by such Scheme Shareholders present and voting, either
in person or by proxy, at the Court Meeting (or any adjournment thereof); and
(ii) the passing of the Special Resolution by the requisite majority of Renold
Shareholders at the General Meeting (or any adjournment thereof).
The Scheme is also subject to the satisfaction or (where applicable) waiver
of the Conditions and further terms that are set out in the Scheme Document.

In addition, the Renold Directors consider that, following the Scheme becoming
Effective, it would not be appropriate for the Company to have securities
admitted to trading on AIM. Therefore, as set out in further detail in the
Scheme Document, Renold is seeking Renold Shareholder approval of the
Preference Stock Repayment Resolution for a share capital reduction and
repayment of capital of the Renold Preference Stock at a price per unit of
Renold Preference Stock of £1.07.

Any changes to the arrangements for the Court Meeting and the General Meeting
will be communicated to the Scheme Shareholders and the Renold Shareholders
before the relevant Meetings, by an announcement through a Regulatory
Information Service.

Action required

It is important that, for the Court Meeting in particular, as many votes as
possible are cast (whether in person or by proxy) in order for the Court to be
satisfied that there is a fair and reasonable representation
of Scheme Shareholders' opinion. Renold Shareholders are therefore strongly
urged to appoint a proxy in connection with the Meetings in accordance with
the instructions below and as set out in more detail in the Scheme Document.

Renold Shareholders are strongly urged to complete, sign and return their
Forms of Proxy or to appoint a proxy electronically either through the share
portal service, Proxymity or through CREST (instructions to do so can be found
in the CREST Manual) as soon as possible and, in any event, by no later
than 2.00 p.m. on 24 July 2025 in respect of the Court Meeting and 2.15
p.m. on 24 July 2025 in respect of the General Meeting (or in the case of
adjournment(s), not later than 48 hours before the time fixed for the
adjourned meeting(s)) (excluding any part of such 48 hour period falling on a
day which is not a Business Day) in accordance with the instructions set out
in the Scheme Document and the Forms of Proxy. Instructions in relation to
voting and the completion of the Forms of Proxy are included in
the Scheme Document. Scheme Shareholders and Renold Shareholders are also
strongly encouraged to appoint "the Chair of the Meeting" as their proxy.

Recommendation

The Renold Directors, who have been so advised by Peel Hunt as to the
financial terms of the Acquisition, unanimously consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to the Renold
Directors, Peel Hunt has taken into consideration the commercial assessments
of the Renold Directors. Peel Hunt is providing independent financial advice
to the Renold Directors for the purposes of Rule 3 of the Takeover Code.

The Renold Directors consider the terms of the Acquisition to be in the best
interests of Renold Shareholders as a whole and, and accordingly, the Renold
Directors unanimously recommend that Scheme Shareholders vote in favour (or
procure votes in favour) of the Scheme at the Court Meeting and that all
Renold Shareholders vote in favour (or procure votes in favour) of the
Resolutions at the General Meeting as the Renold Directors have irrevocably
undertaken to do (or, as may be applicable, procure to be done) in respect of
their own beneficial holdings of Renold Ordinary Shares in respect of which
they control the voting rights, amounting to 6,008,539 Renold Ordinary Shares
representing, in aggregate, approximately 2.7 per cent. of the ordinary share
capital of Renold in issue on the Latest Practicable Date.

Further, the Renold Directors consider the terms of the Preference Stock
Repayment to be in the best interests of Renold Shareholders as a whole and,
accordingly, the Renold Board unanimously recommends that Renold Shareholders
vote in favour (or procure votes in favour) of the Preference Stock Repayment
Resolution at the General Meeting as the Renold Directors have irrevocably
undertaken to do in respect of their own beneficial holdings in respect of
which they control the voting rights, amounting to 6,008,539 Renold Ordinary
Shares representing, in aggregate, approximately 2.7 per cent. of the ordinary
share capital of Renold in issue on the Latest Practicable Date.

Renold Shareholders should read carefully the whole of
the Scheme Document (including any documents incorporated into
the Scheme Document by reference), together with the accompanying Forms of
Proxy, before deciding whether or not to vote, or procure a vote, in favour of
the Scheme at the Court Meeting and the Resolutions at the General Meeting.
Each of these documents contains important information relating to the
Acquisition. Any vote or decision in respect of, or other response to, the
Acquisition or the Scheme (as applicable) should only be made on the basis
of the information contained in the Scheme Document.

Expected timetable of principal events

An expected timetable of principal events for the Scheme is set out in
the Scheme Document and is also reproduced in the appendix to this
announcement. Subject to the requisite approval of Scheme Shareholders at
the Court Meeting and of Renold Shareholders at the General Meeting, the
satisfaction or waiver (if capable of waiver) of the other Conditions set out
in the Scheme Document and the sanction of the Scheme by the Court at the
Sanction Hearing, the Scheme is currently expected to become Effective
during 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) .

Prior to the Scheme becoming Effective, Renold shall make an application
for the cancellation of trading of the Renold Ordinary Shares on AIM to take
effect shortly after the Acquisition's completion.

The last day of dealings in Renold Ordinary Shares on AIM is expected to be
the Business Day immediately prior to the Effective Date and no transfers
shall be registered after 6.00 p.m. on that date.

Further, subject to approval of the Preference Stock Repayment Resolution,
approval by the Court at the hearing to sanction the Scheme, and the Scheme
becoming Effective, it is intended that an application would be made for the
cancellation of Renold Preference Stock's admission to trading on AIM.

Helpline

If you have any questions about this announcement, the Scheme Document, the
Court Meeting or the General Meeting, or are in any doubt as to how to
complete and return the Forms of Proxy, please contact Renold's registrar,
MUFG Corporate Markets, Corporate Actions, Central Square, 29 Wellington
Street, Leeds LS1 4DL, or call on +44 (0) 371 664 0321, between 9.00 a.m. and
5.30 p.m. Monday to Friday (excluding public holidays
in England and Wales).

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 (lead financial adviser to MPE and Bidco)
 Chris Raff                                                               +44 20 7634 3500

 Andrew Welby

 Simon Chaudhuri

 

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

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

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

Important notices

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 & Company UK LLP ("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 Securities LLC, together with its affiliate J.P. Morgan Securities
plc (which conducts its UK investment banking business as J.P. Morgan Cazenove
and which is authorized in the United Kingdom by the Prudential Regulation
Authority and regulated in the United Kingdom by the Prudential Regulation
Authority and the Financial Conduct Authority) ("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.

You should read this announcement and the Scheme Document and if you are in
any doubt as to the Acquisition or the action you should take, you are
recommended to seek your own personal financial, tax and legal advice
immediately from your stockbroker, solicitor, accountant, bank manager or
other independent financial adviser duly authorised under the Financial
Services and Markets Act 2000 (as amended) if you are resident in the United
Kingdom or, if you are not so resident, from another appropriately authorised
independent financial adviser. If you have any questions about
the Scheme Document, the Court Meeting or the General Meeting or are in any
doubt as to how to complete the Forms of Proxy, please contact MUFG Corporate
Markets on the number set out above.

This announcement, the Scheme Document nor any of the accompanying documents
to the Scheme Document do not, nor are they 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 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.

This announcement has been prepared for the purpose of complying with English
law and the Takeover Code and the information disclosed may not be the same as
that which would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside the United Kingdom.

Overseas Shareholders

The release, publication or distribution of this announcement in jurisdictions
other than the United Kingdom may be restricted by law and therefore persons
into whose possession this announcement comes should inform themselves about,
and observe, any applicable legal and regulatory 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 from 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 documentation 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 documentation 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 (and, in particular, their ability to vote
their Scheme Shares with respect to the Scheme at the Court Meeting, or to
appoint another person as proxy to vote at the Court Meeting on their behalf)
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 is subject to the applicable requirements of the
Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct
Authority and the AIM Rules).

This announcement does not constitute a prospectus or prospectus equivalent
document. The statements contained in this announcement are not to be
construed as legal, business, financial or tax advice.

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 such Takeover Offer into the United States,
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 and 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 of Renold
Ordinary Shares as consideration for the transfer of its Scheme Shares
pursuant to the Scheme will likely be a taxable transaction for US federal
income tax purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each such Renold Shareholder is urged to consult
their 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 of Renold Ordinary Shares to enforce their
rights and any claim 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 of Renold
Ordinary Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the 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 judgment.

In accordance with normal UK practice and consistent with Rule 14e-5(b) under
the US Exchange Act, Bidco, certain affiliated companies and their 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 UK, will be reported to the Regulatory
Information Service of the London Stock Exchange 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 announcement. 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 or be entitled to vote at the Court Meeting or
the General Meeting.  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.

Cautionary note regarding forward-looking statements

This announcement (including information incorporated by reference in this
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).

EXCEPT AS EXPRESSLY PROVIDED IN THIS ANNOUNCEMENT, THE FORWARD-LOOKING
STATEMENTS HAVE NOT BEEN REVIEWED BY THE AUDITORS OF RENOLD, MPE, BIDCO OR
WEBSTER OR THEIR RESPECTIVE FINANCIAL ADVISERS. SUCH FORWARD-LOOKING
STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES THAT COULD
SIGNIFICANTLY AFFECT EXPECTED RESULTS AND ARE BASED ON CERTAIN KEY
ASSUMPTIONS. THERE ARE SEVERAL FACTORS WHICH COULD CAUSE ACTUAL RESULTS TO
DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING
STATEMENTS. AMONG THE FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER
MATERIALLY FROM THOSE DESCRIBED IN THE FORWARD-LOOKING STATEMENTS IS THE
SATISFACTION OF THE CONDITIONS, AS WELL AS ADDITIONAL FACTORS SUCH AS CHANGES
IN GLOBAL, POLITICAL, ECONOMIC, BUSINESS, COMPETITIVE, MARKET AND REGULATORY
FORCES, FUTURE EXCHANGE AND INTEREST RATES, CHANGES IN TAX RATES AND FUTURE
BUSINESS COMBINATIONS OR DISPOSITIONS. SUCH FORWARD LOOKING STATEMENTS SHOULD
THEREFORE BE CONSTRUED IN THE LIGHT OF SUCH FACTORS. NEITHER MPE, BIDCO,
WEBSTER NOR RENOLD, NOR ANY OF THEIR RESPECTIVE ASSOCIATES OR DIRECTORS,
OFFICERS OR ADVISERS, PROVIDES ANY REPRESENTATION, ASSURANCE OR GUARANTEE THAT
THE OCCURRENCE OF THE EVENTS EXPRESSED OR IMPLIED IN ANY FORWARD-LOOKING
STATEMENTS IN THIS ANNOUNCEMENT WILL ACTUALLY OCCUR.

No profit forecasts or estimates or Quantified Financial Benefits Statements

No statement in this announcement is intended as a profit forecast or
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 Renold and/or Bidco, as appropriate, for the current or future
financial years would necessarily match or exceed the historical published
earnings or earnings per share for Renold and/or Bidco, as appropriate.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other
information provided by Renold Shareholders, persons with information rights
and other relevant persons for the receipt of communications from Renold may
be provided to Bidco during the offer period as required under Section 4 of
Appendix 4 of the Takeover Code to comply with Rule 2.11(c) of the Takeover
Code.

Disclosure Requirements of the Takeover Code

Under Rule 8.3(a) of the 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 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 (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.

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 and the documents required to be published by
Rule 26, of the Takeover Code 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 8 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.

Requesting hard copy documents

Pursuant to Rule 30.3 of the Takeover Code, a person so entitled may request a
copy of this announcement and any information incorporated into it by
reference to another source in hard copy form. A person may also request that
all future documents, announcements and information to be sent to that person
in relation to the Acquisition should be in hard copy form. For persons who
receive a copy of this announcement in electronic form or via a website
notification, a hard copy of this announcement will not be sent unless so
requested by contacting the Registrar of Renold, MUFG Corporate Markets.

You 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) on 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 of the Takeover Code, Renold will
announce through a Regulatory Information Service key events in the Scheme
process including the outcomes of the Meetings and the Court Hearing.

Unless otherwise consented to by the Court and the Panel, any modification or
revision to the Scheme will be made no later than the date which is 14 days
prior to the Meetings (or any later date to which such Meetings are
adjourned).

 

APPENDIX

Expected timetable of principal events

All times shown are London times unless otherwise stated. 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.

Event
Expected time and/or date

Date of the Scheme
Document
7 July 2025

Latest time for lodging Forms of Proxy or receipt of online proxy votes for:

- Court Meeting (BLUE
form)
2.00 p.m. on 24 July 2025 ((1))

- General Meeting (WHITE
form)
2.15 p.m. on 24 July 2025 ((1))

Voting Record Time for the Court Meeting and General Meeting
6.00 p.m. on 24 July 2025 ((2))

Court
Meeting
2.00 p.m. on 28 July 2025

General
Meeting
2.15 p.m. on 28 July 2025 ((3))

The following dates are indicative only and subject to change((4))

Court Hearing (to sanction the
Scheme)
27 October 2025 ("T")((5))

Last day of dealings in, and for registration

of transfers of, and disablement in CREST of,

Renold Ordinary
Shares
T + 1 Business Day

Scheme Record
Time
6.00 p.m. on T + 1 Business Day

Dealings in Renold Ordinary Shares on AIM

suspended
7.30 a.m. on T + 2 Business Days

Effective Date of the
Scheme
T + 2 Business Days((6))

Cancellation of admission to trading
of
at 7.00 a.m. on

Renold Ordinary
Shares
T + 3 Business Days

Latest date for dispatch of cheques and crediting

of CREST stock accounts for
Acquisition
within 14 days

consideration due under the
Scheme
after the Effective Date

Long Stop
Date
13 February 2026 ((7))

The Court Meeting and the General Meeting will both be held at the offices of
Eversheds Sutherland (International) LLP, One Wood Street, London EC2V 7WS on
28 July 2025.

 

Notes:

(1)  It is requested that BLUE Forms of Proxy for the Court Meeting be lodged
not later than 48 hours before the time appointed for the Court Meeting
(excluding any part of such 48-hour period falling on a day which is not a
Business Day). BLUE Forms of Proxy not so lodged may be handed to the Chair of
the Court Meeting or MUFG Corporate Markets on behalf of the Chair of the
Court Meeting before the start of the Court Meeting. WHITE Forms of Proxy for
the General Meeting must be lodged not later than 48 hours before the time
appointed for the General Meeting (excluding any part of such 48-hour period
falling on a day which is not a Business Day). WHITE Forms of Proxy for the
General Meeting not lodged by this time will be invalid. Please see "Action to
be taken" on pages 4 to 5 of the Scheme Document.

(2)  If either the Court Meeting or the General Meeting is adjourned, the
Voting Record Time for the relevant adjourned Meeting will be the close of
business on the day which is 48 hours before the date of such adjourned
Meeting (excluding any part of such 48-hour period falling on a day which is
not a Business Day).

(3)  To commence at 2.15 p.m. (or as soon as reasonably practicable
thereafter as the Court Meeting shall have been concluded or adjourned).

(4)  These times and dates are indicative only and will depend on, among
other things, whether and when the Conditions are satisfied or (where
applicable) waived and the dates upon which the Court sanctions the Scheme and
a copy of the Court Order to sanction the Scheme is delivered to the Registrar
of Companies. If the expected date of the Court Hearing is changed, Renold
will give adequate notice of the changes by issuing an announcement through a
Regulatory Information Service and by posting notice of these dates on the
following website: https://investors.renold.com/offer-for-renold.

(5)  Subject to the satisfaction of certain regulatory conditions as set out
in Part III (Conditions to and Further Terms of the Implementation of the
Scheme and the Acquisition) of this document.

(6)  This date will be the date on which a copy of the Court Order is
delivered to the Registrar of Companies.

(7)  This is the latest date by which the Scheme may become Effective unless
Renold and Bidco agree (with the Panel's consent and as the Court may approve
(if such consent and/or approval is required)).

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