REG - Tanfield Group PLC - Snorkel Investment Update

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RNS Number : 9371Y  Tanfield Group PLC  01 April 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"), 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.

 

·    On 3 March 2026, the Company announced that the Court granted its
motion for certification of the prior orders as final.

 

 

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 Inc, and against individuals Don Ahern, Charles Brooks and Matthew
Elvin, as directors and officers of some / all the aforementioned companies.

 

As reported on 3 March 2026, following the Court granting the Company's
motions for partial summary judgement in relation to confirming the terms of
Snorkel's Call Option, and granting the Company's motion for specific
performance, which confirmed 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 it to acquire Tanfield's 49% interest by paying
the Preferred Interest plus the Option Price, the court certified these prior
orders as final.

 

The Company also reported that the only matter 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 Company has recently received notification that Snorkel International
intends to appeal the court's rulings in the US Proceedings.  Based on the
limited information provided to the Company as part of the notice of appeal,
the Board believes it is unlikely that the supreme court will not uphold the
rulings made by the district court in the US Proceedings, and as such
continues to believe that the investment in Snorkel International should
result in a return of value to Shareholders and that further positive outcomes
in relation to the other matters, including the Option Price, are possible.

 

The Board previously expected a trial on the remaining matters to commence
around the summer of 2026 but, after receiving the notice to appeal, the Board
do not believe these matters will be concluded until the completion of the
appeal process.  Currently, it is not known when that is likely to be, but
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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