Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 12, 2024

Gates Industrial Corporation plc

(Exact Name of Registrant as Specified in its Charter)

England and Wales	001-38366	98-1395184
(State or Other Jurisdiction of	(Commission File Number)	(IRS Employer
Incorporation)		Identification No.)

1144 Fifteenth Street, Denver, Colorado 80202

(Address of Principal Executive Offices) (Zip Code)

(303) 744-1911

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.01 per share	GTES	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01

Other Events

On February 13, 2024, Gates Industrial Corporation plc (the “Company”) announced the pricing of an underwritten secondary offering (the “Offering”) of 17,500,000 ordinary shares, par value $0.01 per share, of the Company by certain selling stockholders affiliated with Blackstone Inc. (the “Selling Stockholders”). The Offering priced after market close on February 12, 2024. In connection with the Offering, the Selling Stockholders granted the several underwriters of the Offering (the “Underwriters”) a 30-day option to purchase up to an aggregate of 2,625,000 additional ordinary shares, which option was exercised in full on February 13, 2024. The Offering, including the shares sold pursuant to the Underwriters’ option, is expected to close on February 16, 2024, subject to customary closing conditions.

The Company will not receive any of the proceeds from the sale of the ordinary shares being offered by the Selling Stockholders, but will bear certain expenses incident to the Offering (excluding underwriting discounts and commissions).

As previously announced, in connection with its existing share repurchase program, the Company has entered into a share repurchase contract with Citigroup Global Markets Inc. to repurchase $50 million of ordinary shares at a price per share equal to the price paid by the Underwriters in the Offering, for a total of 4,151,100 ordinary shares, and has advised Citigroup Global Markets Inc. to purchase such shares from the Selling Stockholders. The share repurchase is expected to be consummated promptly following the Offering and is conditioned upon the closing of the Offering.

In addition, certain of our directors have agreed to purchase 1,061,475 ordinary shares in the Offering.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GATES INDUSTRIAL CORPORATION PLC
By:	/s/ Cristin C. Bracken
	Name:	Cristin C. Bracken
	Title:	Chief Legal Officer

Date: February 14, 2024

Cover	Feb. 12, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 12, 2024
Entity File Number	001-38366
Entity Registrant Name	Gates Industrial Corporation plc
Entity Central Index Key	0001718512
Entity Tax Identification Number	98-1395184
Entity Incorporation, State or Country Code	X0
Entity Address, Address Line One	1144 Fifteenth Street
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	303
Local Phone Number	744-1911
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Ordinary Shares, par value $0.01 per share
Trading Symbol	GTES
Security Exchange Name	NYSE
Entity Emerging Growth Company	false