On 13 June 2025, the boards of Renold Plc (LON:RNO) and Bidco announced that they had reached agreement on the terms and conditions of a recommended all cash offer pursuant to which Bidco would acquire the entire issued and to be issued ordinary share capital of Renold. The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
Trading Update
The Renold Group performed strongly throughout FY2025, reflecting Renold’s excellent market position and fundamentals, combined with all the hard work, strategically, commercially and operationally, that has been undertaken over recent years by the Renold Group’s employees across the world. Renold continues to increase its capabilities and international footprint, both organically and through acquisition, which the Renold Directors believe positions the business well to address the needs of a broad customer base.
Renold’s clear and effective strategy has delivered further progress and strong results in FY2025, but the Renold Directors remain mindful of the additional challenges presented by the current economic backdrop. The Renold Group has a broad international footprint and highly differentiated product offering, and as such has been able, using supply chain flexibility and price rises, to mitigate a large part of the direct cost headwinds presented by current changes to tariff regimes.
Overall, volume demand during the early part of FY2026 has been slightly below prior year levels, with some customers deferring procurement decisions in response to the heightened level of uncertainty affecting a number of the Renold Group’s geographic and sector end-markets. During the first quarter of the financial year ending 31 March 2026, the impact of reduced Renold Group sales volumes was largely offset by pricing and the Renold Group will take further pricing action to meet additional cost increases if necessary. The Renold Group is also seeking to manage the effects of currency movements and particularly the weaker US dollar, which if the current exchange rate is maintained for the remainder of the financial year, would represent a translational headwind to earnings.
The Renold Directors would expect greater customer outlook visibility to drive improved demand, but currently anticipate this to remain subdued, at least through the remainder of the first half of the current financial year. Against this backdrop, the Renold Group is focussed on maximising its efficiency and ensuring it can respond effectively to changing conditions, in order to maintain strategic momentum.
Publication of the Scheme Document
Renold is pleased to announce the publication of the scheme document in relation to the Scheme (the “Scheme Document“) setting out, among other things, the full terms and conditions of the Scheme, a letter from the Chair of Renold and an explanatory statement in compliance with section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and General Meeting and details of the actions to be taken by Renold Shareholders. The Scheme Document, together with the associated Forms of Proxy, is today being published by Renold and posted (or made available online) to Renold Shareholders and, for information only, to persons with information rights.
Copies of this announcement and the Scheme Document will be made available (subject to any applicable restrictions relating to persons in, or resident, in Restricted Jurisdictions) for inspection free of charge, on Renold’s website at https://investors.renold.com/offer-for-renold and on Webster’s website at https://www.websterchain.com/possible-offer-for-renold/ up to and including the Effective Date. The contents of Renold’s website and Webster’s website are not incorporated into, and do not form part of, this announcement.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document. All references to times in this announcement are to London, United Kingdom times unless otherwise stated.
Notices of the Court Meeting and General Meeting
The Court Meeting and the General Meeting are to be held at the offices of Eversheds Sutherland (International) LLP, 1 Wood Street, London EC2V 7WS, United Kingdom on 28 July 2025. The Court Meeting is scheduled to commence at 2.00 p.m. and the General Meeting is scheduled to commence at 2.15 p.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned). Notices of the Court Meeting and the General Meeting are set out in Parts VIII and IX, respectively, of the Scheme Document.
As further described in the Scheme Document, before the Court is asked to sanction the Scheme and in order to become Effective, the Scheme will require: (i) the approval of a majority in number of Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, at the Court Meeting, representing not less than 75 per cent. in nominal value of the Scheme Shares held by such Scheme Shareholders present and voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof); and (ii) the passing of the Special Resolution by the requisite majority of Renold Shareholders at the General Meeting (or any adjournment thereof). The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document.
In addition, the Renold Directors consider that, following the Scheme becoming Effective, it would not be appropriate for the Company to have securities admitted to trading on AIM. Therefore, as set out in further detail in the Scheme Document, Renold is seeking Renold Shareholder approval of the Preference Stock Repayment Resolution for a share capital reduction and repayment of capital of the Renold Preference Stock at a price per unit of Renold Preference Stock of £1.07.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to the Scheme Shareholders and the Renold Shareholders before the relevant Meetings, by an announcement through a Regulatory Information Service.
Action required
It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair and reasonable representation of Scheme Shareholders’ opinion. Renold Shareholders are therefore strongly urged to appoint a proxy in connection with the Meetings in accordance with the instructions below and as set out in more detail in the Scheme Document.
Renold Shareholders are strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either through the share portal service, Proxymity or through CREST (instructions to do so can be found in the CREST Manual) as soon as possible and, in any event, by no later than 2.00 p.m. on 24 July 2025 in respect of the Court Meeting and 2.15 p.m. on 24 July 2025 in respect of the General Meeting (or in the case of adjournment(s), not later than 48 hours before the time fixed for the adjourned meeting(s)) (excluding any part of such 48 hour period falling on a day which is not a Business Day) in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Renold Shareholders are also strongly encouraged to appoint “the Chair of the Meeting” as their proxy.
Recommendation
The Renold Directors, who have been so advised by Peel Hunt as to the financial terms of the Acquisition, unanimously consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the Renold Directors, Peel Hunt has taken into consideration the commercial assessments of the Renold Directors. Peel Hunt is providing independent financial advice to the Renold Directors for the purposes of Rule 3 of the Takeover Code.
The Renold Directors consider the terms of the Acquisition to be in the best interests of Renold Shareholders as a whole and, and accordingly, the Renold Directors unanimously recommend that Scheme Shareholders vote in favour (or procure votes in favour) of the Scheme at the Court Meeting and that all Renold Shareholders vote in favour (or procure votes in favour) of the Resolutions at the General Meeting as the Renold Directors have irrevocably undertaken to do (or, as may be applicable, procure to be done) in respect of their own beneficial holdings of Renold Ordinary Shares in respect of which they control the voting rights, amounting to 6,008,539 Renold Ordinary Shares representing, in aggregate, approximately 2.7 per cent. of the ordinary share capital of Renold in issue on the Latest Practicable Date.
Further, the Renold Directors consider the terms of the Preference Stock Repayment to be in the best interests of Renold Shareholders as a whole and, accordingly, the Renold Board unanimously recommends that Renold Shareholders vote in favour (or procure votes in favour) of the Preference Stock Repayment Resolution at the General Meeting as the Renold Directors have irrevocably undertaken to do in respect of their own beneficial holdings in respect of which they control the voting rights, amounting to 6,008,539 Renold Ordinary Shares representing, in aggregate, approximately 2.7 per cent. of the ordinary share capital of Renold in issue on the Latest Practicable Date.
Renold Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolutions at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to the requisite approval of Scheme Shareholders at the Court Meeting and of Renold Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective during the final quarter of 2025.
The dates and times given are indicative only and are based on Renold’s and Bidco’s current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then Renold will give adequate notice(s) of such changes in an announcement released through a Regulatory Information Service and by making such announcement available on Renold’s website at https://investors.renold.com/offer-for-renold.
Prior to the Scheme becoming Effective, Renold shall make an application for the cancellation of trading of the Renold Ordinary Shares on AIM to take effect shortly after the Acquisition’s completion.
The last day of dealings in Renold Ordinary Shares on AIM is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date.
Further, subject to approval of the Preference Stock Repayment Resolution, approval by the Court at the hearing to sanction the Scheme, and the Scheme becoming Effective, it is intended that an application would be made for the cancellation of Renold Preference Stock’s admission to trading on AIM.
