REG - Tanfield Group PLC - Snorkel Investment Update

TanfieldAnnouncement

26/11/2025 07:00

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RNS Number : 9894I  Tanfield Group PLC  26 November 2025

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
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 is a 49% shareholder in the equity of Snorkel following
the joint venture 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 terms of the
Contemplated Transaction.

 

·      On 19 May 2025, the Company announced that the Court granted its
motion for partial summary judgement concerning the contractual obligations of
Snorkel under the agreements of the Contemplated Transaction (the
"Contract").   In doing so, the Court confirmed that the Company's 49%
interest in Snorkel cannot be acquired for $0 (nil), as alleged by Xtreme, but
all other issues in the US Proceedings were continuing to trial.

 

 

Update on the US Proceedings

 

As reported on 22 October 2019, the Company received a Summons and Complaint,
filed by subsidiaries of Xtreme, relating to the Contemplated Transaction.
In which it was alleged that, pursuant to issuing a Call Option Notice in
November 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 and
has always vigorously defended its position, including asserting its own
counter claims against companies Snorkel, SKL, Xtreme and Ahern Rentals, and
against individuals Don Ahern, Charles Brooks and Matthew Elvin, as directors
and officers of some / all the aforementioned companies.

 

As reported on 19 May 2025, the Company announced that the Court granted its
motion for partial summary judgement confirming that if Snorkel exercise its
Call Option, it is required to pay the Preferred Interest prior to, or in
conjunction with, the exercise of the Call Option (the "Granted Motion").
In doing so, the Court confirmed that the Company's 49% interest in Snorkel
could not be acquired for $0 (nil), as alleged by Xtreme, but all other issues
in the US Proceedings would continue to trial.

 

On 18 June 2025 the Company filed a further Motion for Partial Summary
Judgment (the "New Motion") to confirm that, by issuing its November 2018 Call
Option Notice, Snorkel is required to perform under the terms of the Granted
Motion.  On 24 November 2025, the Court granted the New Motion, confirming
that Snorkel did indeed exercise its Call Option in November 2018, and as such
must fulfil the contractual obligations to acquire Tanfield's 49% interest in
Snorkel, consisting of payment of the Preferred Interest plus the Option
Price, a calculation derived from the EBITDA of the Snorkel at the time.

 

The value of the Option Price remains a disputed issue that will continue to
progress to trial.  As such, the total value that Snorkel needs to pay to
acquire Tanfield's 49% remains unclear.

 

The Board views this as a further very positive outcome to the US Proceedings
as, while the Option Price and some other matters remain issues that will
progress to trial, the Court has now confirmed that Snorkel did exercise its
Call Option to acquire the Company's 49% interest in Snorkel, requiring
payment of the Preferred Interest plus the Option Price as per the terms of
the Contract.

 

As a consequence of the New Motion, and other ongoing procedural matters being
undertaken in the US Proceedings, it has been necessary to delay the trial,
which is now expected to begin sometime in March or April 2026.

 

The Board continues to believe that further positive outcomes in relation to
the Option Price and other matters 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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