AIM Schedule 1 - Renold Plc (3853Y)
May 08 2019 - 6:30AM
UK Regulatory
TIDMRNO
RNS Number : 3853Y
AIM
08 May 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:
www.renold.com
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS 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 2,049 people in the year ended
31 March 2018 and 52% of staff were engaged in direct production
activities.
Divisional structure:
Chain - 80% of revenue in the year ended 31 March 2018
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
2018
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 - 38% 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 - 39% 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 - 5% of global sales
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF 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 GBP1
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.GBP75.4m (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 PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
N/A
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Mr Mark Jeremy Harper (Non-executive Chairman)
Mr John Robert Purcell (Chief Executive Officer)
Mr Ian Lloyd Scapens (Finance Director)
Mr Ian Roy Griffiths (Senior Independent Non-executive Director)
Mr David Farrington Landless (Independent Non-executive Director)
Mr Timothy John Cooper (Independent Non-executive Director)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
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 12.66 12.66
Discretionary Unit Fund Mgrs 11.98 11.98
Janus Henderson Investors 11.31 11.31
Schroder Investment Mgt 6.33 6.33
Canaccord Genuity 5.05 5.05
Hargreaves Lansdown 3.95 3.95
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
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 March
(ii) N/A - existing issuer transferring to AIM from the Official
List
(iii) 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:
6 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:
8 May 2019
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON 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
18 July 2018, 11 October 2018, 14 November 2018, 1 April 2019
and 11 April 2019, there has been no significant change in
the financial or trading position of the Company since 31 March
2018.
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:
None.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
PAAZMGGKGRVGLZM
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