Renold : Schedule One update - Renold plc

Schedule One update - Renold plc

Released : 03/06/2019 11:30

RNS Number : 9403A

AIM

03 June 2019

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Renold plc ("Renold")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Trident 2

Trident Business Park

Styal Road

Wythenshawe

UK

M22 5XB

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

http://investors.renold.com

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSIONIS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Renold (the "Group") is an international engineering group, producing a wide range of precision engineering products for sale to Original Equipment Manufacturers, direct to end users and through distribution partners.

The Group manufactures and sells products in two principal areas, industrial chain and coupling and gearbox solutions, to customers across a range of end markets including: manufacturing; materials handling; transportation; food & drink; energy; construction and agriculture.

Renold employed an average of 2,098 people in the year ended 31 March 2019 and 54% of staff were engaged in direct production activities.

Divisional structure:

Chain - 80% of revenue in the year ended 31 March 2019

A global market leading supplier of chain for many applications including heavy duty, high precision, indoor or outdoor, high or low temperature and in clean or contaminated environments. Product categories include:

conveyor chain used in theme park rides, water treatment plants, cement mills, agricultural machinery, mining and sugar production; leaf chain, used in forklift trucks; and high

specification tooth chain used in conveying applications.

Torque Transmission - 20% of revenue in the year ended 31 March 2019

A global manufacturer and developer of industrial coupling and gearbox solutions, from fluid couplings to rubber-in-compression and rubber-in-shear couplings, and a complete range of worm gears, helical and bevel helical worm drives. In addition, the division manufactures custom gear spindles and gear couplings for the primary metals industry and provides bespoke gear solutions across industries worldwide such as power generation, rail and escalator transit systems, metals and materials handling.

Geographic structure:

Headquartered in the UK, Renold's international footprint includes eight countries where it both manufactures and sells and a further ten countries where it has sales operations to support its customers.

Americas - 41% of global sales

Renold Jeffrey and Renold Ajax have been well known participants in the North American markets for many years. Renold Jeffrey manufactures conveyor (engineering) chain and large pitch chain and sells transmission chain sourced from elsewhere in the Group.

Renold Ajax focuses on gear spindles and other HiTec coupling products.

Europe - 38% of global sales

Renold Chain and Renold Tooth Chain operate from Renold's two European manufacturing locations in Germany. Along with Renold's European Distribution Centre, these facilities export transmission chain all over the world. Renold Torque Transmission operates two plants in the UK exporting a range of gears and couplings products all over the world.

Asia Pacific - 10% of global sales

Renold operates manufacturing plants in Australia and Malaysia. These are supplemented by additional sales centres in New Zealand, Malaysia, Indonesia and Thailand.

Renold also operate its own distribution networks in Australia and Malaysia.

High Growth Economies - 8% of global sales

Renold's Chinese chain plant primarily serves sister companies with a range of transmission chains and has a smaller, but fast-growing, local focus. Renold's Indian business was acquired in 2008 and manufactures a broad range of transmission and conveyor chain with 81% of output destined for the local market.

Other territories - 3% of global sales

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFEROF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of ordinary shares of 5 pence each ("Ordinary Shares") for which Admission will be sought: 225,417,740.

Number of units of 6% cumulative preference shares of £1 each ("Preference Shares") for which Admission will be sought: 580,482.

There are no restrictions as to the transferability of the Ordinary Shares or the Preference Shares.

No Ordinary Shares are currently held, or will be held in treasury on Admission.

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

No capital to be raised on Admission.

Anticipated market capitalisation Admission: c.£68m (depending on the prevailing mid- market share price of the Company immediately prior to admission).

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

Ordinary shares - c.53%

Preference stock - c.73%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORMTO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

N/A

FULL NAMES AND FUNCTIONS OF DIRECTORSAND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Mr MarkJeremy Harper (Non-executive Chairman)

Mr John RobertPurcell (Chief Executive Officer)

Mr IanLloyd Scapens (Finance Director)

Mr IanRoy Griffiths (Senior Independent Non-executive Director)

Mr DavidFarrington Landless (Independent Non-executive Director)

Mr Timothy John Cooper (Independent Non-executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERSEXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	% of Company	% of Company
Shareholder	pre-admission	post-admission
M&G Investment Mgt	14.82	14.82
Tellworth Investments	12.88	12.88
Discretionary Unit Fund Mgrs	11.98	11.98
Janus Henderson Investors	11.31	11.31
Schroder Investment Mgt	6.17	6.17
Canaccord Genuity	5.93	5.93
Hargreaves Lansdown	3.97	3.97
Royal London	3.46	3.46
Director shareholdings:
Robert Purcell	1.66	1.66
Mandy Harper*	0.27	0.27
Ian Scapens	0.08	0.08
David Landless	0.02	0.02
Ian Griffiths	0.004	0.004
Total	2.03	2.03

*Connected person of Mark Harper

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

1. ANTICIPATED ACCOUNTING REFERENCE DATE
2. DATE TO WHICH THE MAIN FINANCIAL INFORMATIONIN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)
3. DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:
4. 1. 31 March
   2. N/A - existing issuer transferring to AIM from the Official List
   3. 30 September 2019 (annual accounts for the full year to 31 March 2019)
      31 December 2019 (half yearly report for the six month period to 30 September 2019)
      30 September 2020 (annual accounts for the full year to 31 March 2020)

EXPECTED ADMISSION DATE:

7 June 2019

NAME AND ADDRESS OF NOMINATED ADVISER:

Peel Hunt LLP

Moor House

120 London Wall

London, EC2Y 5ET

NAME AND ADDRESS OF BROKER:

Peel Hunt LLP

Moor House

120 London Wall

London, EC2Y 5ET

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

N/A - Quoted Applicant.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

QCA Corporate Governance Code.

DATE OF NOTIFICATION:

3 June 2019

NEW/ UPDATE:

Update

QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:

THE NAME OF THE AIM DESIGNATED MARKETUPON WHICH THE APPLICANT'S SECURITIES HAVE BEEN TRADED:

The Ordinary Shares were listed on the Premium segment of the FCA's Official List / Main Market of the London Stock Exchange.

The Preference Shares were listed on the Standard segment of the FCA's Official List / Main Market of the London Stock Exchange.

THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO TRADED:

Ordinary Shares - 2 June 1946

Preference Stock - Before 1974

CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS OF WHERE THERE HAS BEEN ANY BREACH:

Renold has adhered to the legal and regulatory requirements applicable to companies admitted to the Official List (premium segment) and the regulated market of the London Stock Exchange plc in respect of the Ordinary Shares.

Renold has adhered to the legal and regulatory requirements applicable to companies admitted to the Official List (standard segment) and the regulated market of the London Stock Exchange plc in respect of the Preference Shares.

AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS (IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:

www.renold.com

DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY:

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 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.

A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE END OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE BEEN PUBLISHED:

Save as disclosed in the Company's announcements issued on 1 April 2019 and 28 May 2019, there has been no significant change in the financial or trading position of the Company since 31 March 2019.

A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM THE DATE OF ITS ADMISSION:

The Directors of Renold have no reason to believe that the working capital available to it of its Group will be insufficient for at least twelve months from the date of Admission.

DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE AIM RULES:

N/A

A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S SECURITIES:

For both Ordinary Shares and Preference Shares, settlement will be through the CREST system for uncertificated shares. Shareholders can also deal based on share certificates.

A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S SECURITIES:

www.renold.com

INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT WHICH IS NOT CURRENTLY PUBLIC:

Please see the Appendix to this Schedule One announcement and the delisting circular which are available at www.renold.com

A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM RULE 19:

www.renold.com

THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY: