Renold Regulatory News (RNO)

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 OF SUCH JURISDICTION

Renold plc

("Renold", "the Company" or "the Group")

Proposed cancellation of Ordinary Shares and Preference Stock from the Official List, admission of Ordinary Shares and Preference Stock to trading on AIM, amendment to the Articles of Association and notice of General Meeting.

11 April 2019

Proposed delisting from the Official List and admission to AIM

Renold, a leading international supplier of industrial chains and related power transmission products, today announces that the Board is proposing to cancel the listing of the Company's ordinary shares of 5p each ("Ordinary Shares") from the premium segment of the Official List of the UK Listing Authority (the "UKLA") and to trading on the Main Market of London Stock Exchange plc (the "Ordinary Share Cancellation") and to apply for the admission of the Ordinary Shares to trading on AIM (the "Ordinary Share Admission").

In addition, Renold intends to apply to the UKLA and London Stock Exchange to request the cancellation of the listing of the Company's units of 6 per cent. cumulative preference stock of £1.00 each (the "Preference Stock") to the standard segment of Official List of the UKLA (the "Preference Stock Cancellation") and to trading in the Preference Stock on the Main Market and to seek admission to AIM of the Preference Stock (the "Preference Stock Admission"). The Board considers that it is in the Company's best interests that the entire issued share capital of the Company is traded on the same market. In the event that the Ordinary Share Cancellation does not occur and the Ordinary Share Admission does not become effective the Company intends to withdraw its cancellation request in respect of the Preference Stock.

The Board has been implementing a strategic plan which continues to focus on a number of initiatives, including acquisitions. As set out in Renold's interim results for the half year ended 30 September 2018, the Board was considering whether moving the Group's stock exchange listing would provide a better platform from which to continue to progress its long term objectives in respect of this strategy. Having considered what the most appropriate trading platform for the Company's Ordinary Shares and Preference Stock on an ongoing basis would be, the Board has concluded that a move to AIM would be in the best interests of the Company, Shareholders and Preference Shareholders.

Under the Listing Rules, the Ordinary Share Cancellation and the Preference Stock Cancellation requires the Company to obtain the prior approval for such cancellation of not less than 75 per cent. of Shareholders who vote in person or by proxy at a general meeting. The Company is therefore convening a general meeting, to be held at Manchester International Office Centre, Styal Road, Wythenshawe, Manchester M22 5WB on 8 May 2019 at 11.00 a.m. to seek such approval.

A circular containing details of the proposed transaction together with a notice convening a general meeting of shareholders (the "Circular") is expected to be posted to Shareholders later today and will shortly be available on the Company's website at www.renold.com. Unless otherwise stated, capitalised terms in this announcement have the same meaning as in the Circular.

Amendment to the Articles of Association

As a pre-requisite to the Ordinary Share Cancellation, Preference Stock Cancellation, Ordinary Share Admission and Preference Stock Admission, a change to the borrowing powers of the Company as set out in the Existing Articles is required in order to correct wording that was inadvertently included when these articles of association were revised and adopted following the July 2017 Annual General Meeting. Amending the borrowing powers of the Company will allow satisfaction of a condition subsequent in the New Bank Facilities, permitting the Directors to make appropriate working capital statements in support of the Ordinary Share Admission and the Preference Stock Admission. Accordingly, the Borrowing Power Resolution is being proposed as a special resolution at the General Meeting. The Resolution will then be subject to and conditional upon the passing of the Borrowing Power Resolution.

ENQUIRIES:

NOTES FOR EDITORS

Renold is a global leader in the manufacture of industrial chains and also manufactures a range of torque transmission products which are sold throughout the world to a broad range of original equipment manufacturers and distributors. The Company has a well-deserved reputation for quality that is recognised worldwide. Its products are used in a wide variety of industries including manufacturing, transportation, energy, steel and mining.

Further information about Renold can be found on the website at: www.renold.com

Expected timetable of key events

1. Each of the times and dates in the above timetable is subject to change without consultation.  If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders and Preference Shareholders by announcement on a Regulatory Information Service.

2. All of the above times, and other time references in this announcement, refer to BST.

3. The ISIN code for the Ordinary Shares will remain as GB0007325078.

4. The ISIN code for the Preference Stock will remain as GB0007325417.

Background to and reasons for the Ordinary Share Cancellation, Preference Stock Cancellation, Ordinary Share Admission and Preference Stock Admission

Renold has a clearly defined strategic objective of achieving mid-teen net underlying operating margins through a combination of restructuring the Group, delivering organic growth and completing value enhancing acquisitions. To achieve this, the Board has been implementing a strategic plan which continues to focus on three sets of initiatives, as follows:

· Restructuring: the Directors believe there is further opportunity to enhance the performance of the business through: improving manufacturing efficiency; optimising business processes; improving product margins; and continuing to invest in people.

· Organic growth: the Directors believe that Renold can leverage its brand strength, geographic footprint and differentiated product offering to increase market share through improved sales and marketing capability and enhanced customer service.

· Acquisitions: the Directors believe the market for industrial chain remains highly fragmented across geographies and niche sectors and, further, that Renold is well positioned to act as a consolidator. The Company is currently exploring a small number of potential acquisition opportunities which the Directors believe have the potential to fit with this strategy. Whilst these discussions are at an early stage, there can be no certainty as to any transaction being concluded. The Directors believe that acquisitions have the potential to deliver value to the Group through: accessing new product sectors or end-user markets; expanding the Group's geographic reach; or consolidating volumes in established markets.

In light of the Group's objectives and particularly the desire to progress its acquisition strategy with greater efficiency and certainty, the Board has reviewed the most appropriate trading platform for the Company's Ordinary Shares and Preference Stock on an ongoing basis and considered whether it is still appropriate for the Ordinary Shares and Preference Stock to be admitted to trading on the Main Market. The Board has concluded that the Company would benefit from the passing of the Resolution for the following reasons:

(a) AIM, which is operated and regulated by the London Stock Exchange, has an established reputation with investors and analysts and is an internationally recognised market. It was launched in June 1995 as the London Stock Exchange's market specifically designed for smaller companies, with a more flexible regulatory regime. As such, AIM is a market which is appropriate for a company of Renold's current size and is a market which should enable the Company to attract new investors, providing a platform to promote the Company and the trading in its shares;

(b) The Company will benefit from greater flexibility, particularly with regard to corporate transactions and, should the opportunity arise, will enable the Company to execute certain transactions more quickly and cost effectively when compared to the requirements of the Official List. AIM will also provide the Company with continuing access to the public equity capital market if it is appropriate to obtain equity funding in the future. If such opportunities arise they could entail significant additional complexity and larger transaction costs if the Company were to remain on the Official List;

(c) AIM has the benefit of lower transaction costs associated with corporate actions, lower ongoing annual costs, and simpler administration and regulatory requirements appropriate to a company of Renold's size and strategy; and

(d) Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation, which may be of benefit to certain individual Shareholders and Preference Shareholders (as referred to in more detail below).

If the Resolution is approved by Shareholders, the Board intends, save as set out below, to operate the Company's business, including its reporting and governance, in substantially the same manner and with the same objectives as at present. Further, the Board considers the Preference Stock Cancellation and the Preference Stock Admission to be in the Company's best interests, in order that the entire issued share capital of the Company is traded on the same market. For these reasons, the Board considers that it is in the Company's interests to seek approval of the Resolution.

However, Shareholders and Preference Shareholders should note that following the Ordinary Share Cancellation and Preference Stock Cancellation becoming effective:

(a) the regulatory regime which applies solely to companies such as the Company with shares admitted to the premium segment of the Official List and to trading on the Main Market will no longer apply to the Ordinary Shares, including the requirement for shareholder approval under the Listing Rules to approve transactions above a certain size not in the ordinary course of business or with related parties. Further details regarding certain aspects of the regulatory regime that would no longer apply to such transactions are provided in the paragraph below - "Implications of the transfer to AIM";

(b) there may be either positive or negative taxation consequences for Shareholders and Preference Shareholders. With effect from 28 April 2014, stamp duty and SDRT on transfers of shares listed on AIM has been abolished. Individuals who hold Ordinary Shares or Preference Stock following Ordinary Share Admission and Preference Stock Admission may, after two years, also be eligible for certain inheritance tax benefits. Further details on taxation consequences are provided in paragraph 6 of the Chairman's letter set out in the Circular; and

(c) there may be implications for Shareholders holding Ordinary Shares or Preference Shareholders holding Preference Stock, in each case, in a Self-Invested Personal Pension (SIPP). For example, shares in unlisted companies may not qualify for certain SIPPs under the terms of that SIPP and, if in any doubt, Shareholders and Preference Shareholders should consult with their SIPP provider immediately. Following Ordinary Share Admission and Preference Stock Admission, the Company will be categorised for these purposes as unlisted.

Details of the Ordinary Share Cancellation, Preference Stock Cancellation, Ordinary Share Admission and Preference Stock Admission

Conditional upon the Resolution being approved at the General Meeting, the Company will apply to (i) cancel the listing of the Ordinary Shares on the Official List and their admission to trading on the Main Market (ii) cancel the listing of the Preference Stock on the Official List and their admission to trading on the Main Market and (iii) the London Stock Exchange for the admission of the Ordinary Shares and the Preference Stock to trading on AIM. It is anticipated that the last day of dealings of both the Ordinary Shares and the Preference Stock on the Main Market will be 5 June 2019. Cancellation of the listing of the Ordinary Shares and the Preference Stock on the Official List is expected to take effect at 8.00 a.m. on 6 June 2019, being not less than 20 Business Days from the passing of the Resolution.

Ordinary Share Admission and Preference Stock Admission are expected to take place and dealings in Ordinary Shares and the Preference Stock are expected to commence on AIM on or around 8.00 a.m. on 6 June 2019.

As the Ordinary Shares and Preference Stock have been listed on the Official List for more than 18 months, the AIM Rules do not require an admission document to be published by the Company in connection with Ordinary Share Admission or Preference Stock Admission. However, subject to the passing of the Resolution at the General Meeting, the Company will publish an announcement which complies with the requirements of Schedule One and the Supplement to Schedule One to the AIM Rules, comprising information required to be disclosed by companies transferring their securities from the Official List, as an AIM Designated Market, to AIM.

Following the Ordinary Share Cancellation, Preference Stock Cancellation, Ordinary Share Admission and Preference Stock Admission, Ordinary Shares and Preference Stock that are held in uncertificated form will continue to be held and dealt through CREST. Share certificates representing those Ordinary Shares and Preference Stock held in certificated form will continue to be valid and no new Ordinary Share certificates or Preference Stock certificates will be issued.

Implications of the transfer to AIM

AIM is the UK's leading stock market for smaller companies. Since AIM was established in 1995, more than 3,800 companies have been admitted to AIM and over £110 billion has been raised collectively. Liquidity on AIM is in part provided by market makers, who are member firms of the London Stock Exchange and are obliged to quote a share price for each company for which they make a market between 8.00 a.m. and 4.30 p.m. on Business Days.

Following Ordinary Share Admission and Preference Stock Admission, the Company will be subject to the regulatory and disciplinary controls of the AIM Rules. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. Shareholders should note that the protections afforded to investors in AIM companies are less rigorous than those afforded to investors in companies such as a company listed on the premium segment of the Official List. The obligations of a company whose shares are traded on AIM are broadly similar to those of companies such as Renold whose shares are listed on the premium segment of the Official List, however there are certain exceptions, including those referred to below.

(a) Under the Listing Rules, a company listed on the premium segment of the Official List is required to appoint a 'sponsor' for the purposes of certain corporate transactions, such as when undertaking a large transaction or capital raising. The responsibilities of the sponsor include providing assurance to the FCA when required that the responsibilities of the listed company have been met. Under the AIM Rules, a 'nominated adviser' is required to be engaged by the Company at all times and has ongoing responsibilities to both the Company and the London Stock Exchange. Conditional on Ordinary Share Admission and Preference Stock Admission, the Company intends to appoint Peel Hunt as the Company's Nominated Adviser.

(b) Corporate transactions for companies whose shares are listed on the premium segment of the Official List often require shareholder approval and the engagement of a sponsor to oversee the process and liaise with the UKLA. In particular, on a proposed acquisition, where the size of the target represents 25 per cent. or more of the listed company on the basis of certain comparative tests (for example, consideration for the acquisition as a percentage of market capitalisation of the listed company), a circular to shareholders approved by the UKLA is required explaining the transaction and seeking the approval of shareholders. For the Company, such transactions may result in significant additional complexity, large transaction costs and lengthier timescales to meet the requirements of the Listing Rules and, therefore, prove prohibitive.

(c) Under the AIM Rules, prior shareholder approval is required only for transactions with a much larger size threshold, being (1) reverse takeovers (being an acquisition or acquisitions in a 12 month period which either (a) exceed 100 per cent. on various size tests, such as the ratio of the transaction consideration to the market capitalisation of the AIM company or (b) result in a fundamental change in the Company's business, board or voting control) and (2) disposals which, when aggregated with any other disposals over the previous 12 months, result in a fundamental change of business (being disposals that exceed 75 per cent. of various size tests, such as the ratio of the transaction consideration to the market capitalisation of the AIM company). Under the Listing Rules, companies listed on the premium segment of the Official List require shareholder approval for a broader range of transactions including related party transactions. Furthermore, the AIM Rules contain less stringent obligations with regard to a company's purchase of its own securities compared with the Listing Rules (though the Company will still be required to continue to comply with the requirements of MAR as regards share buybacks).

(d) Certain institutional investor guidelines (such as those issued by the Investment Association, the Pensions and Lifetime Savings Association and the Pre-Emption Group), which give guidance on issues such as executive compensation and share-based remuneration, corporate governance, share capital management and the allotment and issue of shares on a pre-emptive or non pre-emptive basis, do not apply to companies whose shares are admitted to trading on AIM, though such companies are encouraged to comply with them as a matter of best practice. As already stated, the Directors intend to operate the Company's reporting and governance in substantially the same manner as at present.

(e) Unlike the Listing Rules, the AIM Rules do not specify any required structures or discount limits in relation to further issues of securities.

(f) There is no requirement under the AIM Rules to publish a prospectus or an admission document for further issues of securities, except when the further issue of securities is deemed a public offer, when seeking admission for a new class of securities or as otherwise required by law.

(g) Whilst a company's appropriateness for AIM is, in part, dependent on it having sufficient free float in order that there is a properly functioning market in the shares, there is no specific requirement for a minimum number of shares in an AIM listed company to be held in public hands. A company listed on the Official List must, however, maintain a minimum of 25 per cent. of its issued ordinary share capital in public hands.

(h) Certain securities laws will no longer apply to the Company if Ordinary Share Admission and Preference Stock Admission occur, for example, the DTRs (save that DTR Chapter 5 in respect of significant shareholder notifications and MAR (relating to, inter alia, market abuse and insider dealing) will continue to apply to the Company). This is because AIM is not a regulated market for the purposes of the European Union's directives relating to securities.

(i) The Company is currently required to comply with the UK Corporate Governance Code, or to explain any area of non-compliance. AIM companies are not required to comply with this code. Following Ordinary Share Admission and Preference Stock Admission, the Board proposes to comply with the Corporate Governance Code for Small and Mid-Size Quoted Companies published by the Quoted Companies Alliance. The Company does not currently envisage making any changes to its Board composition or to the constitution and membership of its Audit, Nomination and Remuneration Committees as a consequence of the transfer to AIM.

(j) Companies whose shares trade on AIM are deemed to be unlisted for the purposes of certain areas of UK taxation. Following Ordinary Share Admission and Preference Stock Admission, individuals who hold Ordinary Shares and/or Preference Stock (as applicable) may, in certain circumstances, therefore be eligible for certain tax benefits. Shareholders, Preference Shareholders and prospective investors should consult their own professional advisers on whether an investment in an AIM security is suitable for them, or whether a tax benefit may be available to them.

Once admitted to AIM, Shareholders and Preference Shareholders should continue to be able to trade Ordinary Shares and Preference Stock (as applicable) in the usual manner through their stockbroker or other suitable intermediary.

The Company operates a number of employee share schemes. The rules of such schemes contain provisions which are solely designed to comply with requirements appropriate for a company listed on the Official List. It is therefore intended that in connection with the Ordinary Share Cancellation, Preference Stock Cancellation, Ordinary Share Admission and Preference Stock Admission, amendments shall be made to the rules of the Company's existing employee share schemes so as to comply with the rules applying to companies traded on AIM, to take account of other requirements which are pertinent to a company admitted to AIM and to reflect certain statutory requirements relating to such schemes. Such amendments shall include, but shall not be limited to, prohibiting the grant of options or awards and the exercise of options or awards at a time which would be in breach of the AIM Rules.

It is emphasised that the transfer to AIM will have no impact on the assets and liabilities of the Group and it will continue to have the same business and operations following Ordinary Share Admission and Preference Stock Admission. In addition, as a public limited company incorporated and registered in England and Wales, following Ordinary Share Admission and Preference Stock Admission, the Company will remain subject to the applicable provisions of the Act, FSMA, the Prospectus Rules, the City Code on Takeovers and Mergers and MAR.

Amendment of Articles of Association - Borrowing Powers

The Board is asking Shareholders to approve the amendment to the Company's borrowing powers as currently set out in Renold's articles of association. The Existing Articles, which were adopted in 2017, included unintended revisions to the definitions and calculation mechanics used to determine the borrowing powers of the Company in articles 125 to 128 of the Existing Articles. The intended revision was to increase the borrowing multiple from one and a half times to two times (moneys borrowed not to be greater than two times Adjusted Capital and Reserves), based on the existing definitions at the time. The consequence of the revisions to the definitions resulted in a technical breach of the Group's borrowing facilities. On 22 February 2019, the former lending banks waived this breach provided that the Borrowing Power Resolution is passed before 31 July 2019, and this condition has been included as a condition subsequent upon entering into the New Bank Facilities.

Further, as part of the process in respect of Ordinary Share Admission and Preference Stock Admission, the Directors are required to make certain statements regarding the sufficiency of working capital available to the Group. Availability of the New Bank Facilities comprises a key element of this statement, which can only be made if the condition subsequent is satisfied.

Accordingly, the Board seeks approval of the Shareholders to revert to the definitions and calculation mechanics which determine the borrowing powers of the Company to the position included in the articles of association prior to the 2017 revisions, other than the multiple which should remain at two times (money borrowed not to be greater than two times Adjusted Capital and Reserves, as defined in the New Articles). This will rectify the current breach and bring the Company back within the limit of its borrowing powers. The proposed new borrowing powers are set out in the Appendix of the Notice of General Meeting. It is of vital importance that the Borrowing Power Resolution is passed so that the Company does not fall into a technical default under the New Bank Facilities.

Copies of the New Articles reflecting the proposed amendments to the borrowing powers, as set out in the Appendix of the Notice of General Meeting, will be available for inspection at the Company's registered office (Trident 2, Trident Business Park, Styal Road, Wythenshawe, M22 5XB, United Kingdom) and at the offices of Eversheds Sutherland (International) LLP, One Wood Street, London, EC2V 7WS during normal business hours on any weekday (Saturday, Sunday and public holidays excluded) until the close of the General Meeting and will be available at the General Meeting from at least 15 minutes prior to and during the General Meeting.

Outlook and current trading

As announced by the Company in its trading update issued on 11 April 2019, trading in the year has been in line with the Board's expectations. Group revenue in the year grew by 5.7% and, on an underlying1 basis, by 6.1% compared to the prior year. Order intake grew by 2.8% on an underlying1 basis or 5.6% adjusted to exclude the large multi-year UK Couplings order from the prior year. Orders were 2.0% ahead of revenue for the period.

Net debt finished the year at £29.8m (2018: £24.3m), reflecting a year of investment, particularly in the new Chinese factory. The move to this new factory is completed, the factory is fully operational and the Group has exited the legacy site.

The Group expects to report results for the year in line with the Board's expectations.

1 The use of "underlying" excludes the impact of changes in foreign exchange rates by retranslating the prior year comparative figures to the current year exchange rate.

General Meeting

A notice convening the General Meeting, to be held at Manchester International Office Centre, Styal Road, Wythenshawe, Manchester M22 5WB on 8 May 2019, is set out at the end of the Circular, at which the Borrowing Power Resolution and the Resolution summarised below will be proposed as special resolutions:

(a) That the articles of association of the Company be amended by replacing articles 125 to 128 with new articles 125 to 128 which revert to the definitions and calculation mechanics included in the articles of association prior to the 2017 revisions other than the multiple which should remain at two times (moneys borrowed not to be greater than two times Adjusted Capital and Reserves, as defined in the New Articles); and

(b) That the listing of the Ordinary Shares and the Preference Stock on the Official List and admission to trading on the London Stock Exchange's Main Market for listed securities be cancelled and application be made for admission of the Ordinary Shares and the Preference Stock to trading on AIM. This resolution is conditional on the passing of resolution (a) described above.

Recommendation

The Board considers the terms of the Proposals to be in the best interests of the Company, its Shareholders and its Preference Shareholders as a whole. Indeed, it is essential that the Borrowing Power Resolution is passed if the Company is not to be in default under the New Bank Facilities. Accordingly, the Board recommends that you vote in favour of the resolutions set out in the Notice of General Meeting to be proposed at the General Meeting, as those Directors who hold Ordinary Shares, and certain persons connected with the Directors who hold Ordinary Shares, intend to do in respect of their own beneficial holdings amounting, in aggregate, to 4,591,555 Ordinary Shares and representing approximately 2.04 per cent. of the Company's issued share capital.

Notice to Shareholders

The distribution of this announcement into a jurisdiction other than the United Kingdom may be restricted by law and, accordingly, persons into whose possession this announcement comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of the jurisdiction concerned.

This announcement does not constitute an offer or invitation to the public to subscribe for or purchase securities but is being issued for the purposes of the Shareholders approving the Resolution and the Borrowing Power Resolution.

Forward-looking statements

The statements contained in this announcement that are not historical facts are "forward-looking" statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Company's current beliefs and expectations about future events. Forward-looking statements are typically identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "intends", "estimates", "plans", "assumes" or "anticipates" or the negative thereof or other variations thereon or comparable terminology, or by discussions of strategy that involve risks and uncertainties. In addition, from time to time, the Company or its representatives have made or may make forward-looking statements orally or in writing. Furthermore, such forward-looking statements may be included in, but are not limited to, press releases or oral statements made by or with the approval of an authorised executive officer of the Company.

These forward-looking statements, and other statements contained in this announcement regarding matters that are not historical facts, involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company and its subsidiaries. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company does not undertake any obligation publicly to update or revise any forward-looking statement as a result of new information, future events or other information, although such forward-looking statements will be publicly updated if required by the Listing Rules, the Prospectus Rules, the Disclosure Guidance and Transparency Rules, the rules of the London Stock Exchange or by law (as applicable).

General

Peel Hunt LLP ("Peel Hunt") is authorised and regulated by the FCA in the United Kingdom, and is acting exclusively for the Company and no-one else in connection with the matters set out in this announcement. Peel Hunt will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than the Company for providing the regulatory protections afforded to its clients, nor for providing advice in relation to the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Neither Peel Hunt nor any of its affiliates or any of their respective partners, directors, officers, employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy, completeness or fairness of the information or opinions in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries or associated companies, in whatever form, and howsoever transmitted or made available, or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.