REG - Tanfield Group PLC - Snorkel Investment Update

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RNS Number : 1835V  Tanfield Group PLC  03 March 2026

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% member 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.

 

·    On 26 November 2025, the Company announced that the Court granted its
further motion for partial summary judgement, confirming that because Snorkel
did exercise its Call Option in November 2018, it must fulfil the contractual
obligations to acquire the Company's 49% interest in Snorkel, consisting of
payment of the Priority Amount and Preferred Return (collectively the
"Preferred Interest") plus the Option Price, a calculation derived from the
EBITDA of Snorkel at that time of exercise.

 

 

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 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 and 26 November 2025, the Court granted the
Company's motions for partial summary judgement in relation to confirming the
terms of Snorkel's Call Option, and confirming that as Snorkel exercised its
Call Option in November 2018, it must perform and fulfil its obligations under
the terms of the Contract, which require Snorkel to acquire Tanfield's 49%
interest by paying the Preferred Interest plus the Option Price (the "Prior
Orders").

 

While the value of the Option Price remains a disputed issue that will
progress to trial, the Company believed that all matters relating to Snorkel's
requirement to pay the Preferred Interest were now settled by the Court, and
as such on 9 January 2026 the Company filed a motion for certification of the
Prior Orders as final.  On 27 February 2026, the court granted the Company's
motion and certified the Prior Orders as final (the "Certification").

 

The only matter now remaining in relation to the exercise of the Call Option
is to ascertain what is the value of the Option Price, which could be as low
as £0 (nil), or it could be a positive value which would also be owed to the
Company as part of the performance of the Call Option exercise to acquire our
49% membership.  The trial is currently scheduled to commence in April 2026,
but the Board expects this date to be deferred by at least two months.

 

The Board views the Certification to be a very important step towards fully
resolving the US Proceedings and it continues to believe that further positive
outcomes in relation to the Option Price and other matters are possible.

 

Further updates will be provided to Shareholders in due course.

 

 

 

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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