REG - Tanfield Group PLC - Snorkel Investment Update

TanfieldAnnouncement

19/05/2025 07:00

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RNS Number : 1153J  Tanfield Group PLC  19 May 2025

The information contained within this announcement is deemed by the Company to
constitute inside information under the Market Abuse Regulation (EU) No.
596/2014. Upon the publication of this announcement via a Regulatory
Information Service ("RIS"), this inside information is now considered to be
in the public domain

 

 

Tanfield Group Plc

("Tanfield" or the "Company")

 

Snorkel Investment Update

 

 

The Board of Tanfield (the "Board") is pleased to update the market on its
investment in Snorkel International Holdings LLC ("Snorkel"), the aerial work
platform business.

 

 

Investment Background

 

·    Tanfield became a 49% interest holder in the equity of Snorkel
following an agreement between the Company and Xtreme Manufacturing LLC
("Xtreme") (the "Contemplated Transaction"), a company owned by Don Ahern of
Ahern Rentals Inc ("Ahern Rentals"), relating to Snorkel, in October 2013.

 

·    The Snorkel investment is valued at £19.1m.  The outcome of the US
Proceedings referenced below could have an impact on this valuation.

 

·    On 22 October 2019, the Company announced that it had received a
Summons and Complaint, filed in Nevada (the "US Proceedings") by subsidiaries
of Xtreme, SKL Holdings LLC ("SKL") and Snorkel, relating to the Contemplated
Transaction.

 

 

Update on the US Proceedings

 

As reported on 22 October 2019, the Company received a Summons and Complaint,
filed in Nevada by subsidiaries of Xtreme, relating to the Contemplated
Transaction.  In the complaint, it was alleged that, pursuant to their
issuing a Call Option Notice towards the end of 2018, Xtreme can acquire
Tanfield's 49% interest in Snorkel for $0 (nil) and specifically, that payment
of the Priority Amount and Preferred Return (collectively the "Preferred
Interest"), which on 30 September 2018 amounted to approximately $25m, was not
required.

 

The Board disagreed with that position and for several years has sought advice
and taken action to vigorously defend its position, including asserting, and
later amending, its own counter claims against companies Snorkel, SKL, Xtreme
and Ahern Rentals, and against individuals Don Ahern, Charles Brooks and
Matthew Elvin, who are all / were for the majority of the relevant time,
directors and officers of some / all of the aforementioned companies.

 

On 28 March 2025 the Company filed a Motion for Partial Summary Judgment (the
"Motion") concerning the contractual obligations of Snorkel under the
agreements of the Contemplated Transaction (the "Contract").  The Company
requested that the Court enter partial summary judgement on its declaratory
relief claim, that under the Contract, Snorkel is required to pay the
Preferred Interest (approximately $25m on 30 September 2018) prior to, or in
conjunction with, the exercise of the Call Option.

 

The minutes of the hearing, issued on 16 May 2025, state that the Court does
not see an ambiguity in relation to matters pertaining to the Motion, and
therefore granted the Motion brought by the Company and denied Snorkel's
countermotion.

 

The Board views this as a very positive outcome as, while the remainder of
the issues in the US Proceedings will continue to progress to trial, set to
begin in October 2025, the Court has now confirmed that the Company's 49%
interest in Snorkel cannot be acquired for $0 (nil), as alleged by Xtreme.
The Board continues to believe that further positive outcomes to the
proceedings are possible, and the Company will continue to vigorously defend
its position.

 

Further updates will be provided to Shareholders as and when appropriate.

 

 

 

For further information:

 

Tanfield Group Plc
                              0203 829 5000

Daryn
Robinson

 

Zeus Capital Limited- Nominated Advisor / Broker

James Joyce / Andrew de
Andrade
0203 829 5000

 

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