TIDMRNO
RNS Number : 7830T
Renold PLC
29 March 2021
29 March 2021
Renold Plc
("Renold" or the "Company")
Proposed Reduction of Capital
Proposed amendments to the Articles of Association
Notice of General Meeting
Renold, a leading international supplier of industrial chains
and related power transmission products, today announces that a
shareholder circular (the "Circular") detailing, inter alia, a
proposed reduction of capital (the "Reduction of Capital"),
proposed amendment to the Articles of Association to enable hybrid
shareholder meetings, and a notice convening a general meeting to
consider and approve the proposals, will be posted to Shareholders
(and for information purposes only, to the holders of Preference
Stock) later today .
Proposed Reduction of Capital
As part of its long term financial planning the Company is
proposing to reorganise its balance sheet and reserves through the
cancellation of the entire amount of its share premium account and
capital redemption reserve. The share premium account and capital
redemption reserve are non-distributable reserves and accordingly,
the purposes for which the Company can use these are extremely
restricted. The Reduction of Capital would create sufficient
distributable reserves to provide the Board with greater
flexibility with regard to how it manages its capital resources.
This provides flexibility in such matters as making payments to the
holders of Preference Stock, commencing a share buy-back programme
consistent with the authority granted by Shareholders at the last
annual general meeting, in order to, inter alia, fund employee
share schemes, thereby avoiding dilution for existing Shareholders
or, should the Board determine it appropriate to do so in the
future, make dividend distributions to Shareholders.
T he proposed Reduction of Capital itself will not involve any
distribution or repayment of capital or share premium by the
Company and will not reduce the underlying net assets of the
Company. Following the implementation of the proposed Reduction of
Capital there will be no change to the number of Ordinary Shares or
Preference Stock of the Company in issue, nor to the rights
attaching to the same.
The proposed Reduction of Capital is conditional upon the
passing by Shareholders of the special resolutions to cancel the
entire amounts standing to the credit of the share premium account
and the capital redemption reserve as set out in the Notice of
General Meeting, in addition to approval being obtained from the
High Court of Justice of England and Wales (the "Court").
Proposed amendment to the Articles of Association
The Board also proposes an amendment to the Company's Articles
of Association in order to facilitate the holding of hybrid
shareholder meetings, that is a meeting (whether an annual general
meeting, general meeting or meeting of holders of a class of
shares) where members are able to participate in the business of
the meeting by attending a physical location or by attending by
means of an electronic facility. Hybrid shareholder meetings would
enable those shareholders unable to attend a physical meeting,
whether because of restrictions on public gatherings as we have
seen in connection with the Covid-19 pandemic or otherwise, to
participate in shareholder meetings.
The Company confirms that it has no intention of holding a
wholly virtual meeting .
The proposed amendment to the Articles of Association is
conditional upon the passing by Shareholders of the special
resolution to amend the Articles of Association as set out in the
Notice of General Meeting.
Notice of General Meeting
Full particulars of the Reduction of Capital are set out in the
Circular, which will be posted to Shareholders (and for information
only to Preference Stockholders) later today and will shortly be
available on the Company's website at https://investors.renold.com
.
The General Meeting is to be held at 16.30 on 15 April 2021 at
the Company's offices at Trident 2,Trident Business Park, Styal
Road, Wythenshawe, Manchester M22 5XB.
In light of the current measures relating to the Covid-19
pandemic and the UK Government advice on social distancing
measures, the Board is strongly recommending Shareholders do not
attend the General Meeting (other than those designated as
attending for the purposes of the quorum). The situation
surrounding the outbreak of Covid-19 is constantly evolving. Any
changes to the Meeting will be communicated to Shareholders before
the Meeting through our website at investors.renold.com and, where
appropriate, by announcement on a Regulatory News Service. If the
current measures relating to the Covid-19 pandemic remain in place,
it is likely that Shareholders will not be able to attend the
General Meeting.
The Company will ensure that the legal requirements to hold the
General Meeting can be satisfied through the attendance of a
minimum number of director Shareholders and/or employee
Shareholders.
In view of these necessary changes to the format of the General
Meeting and to ensure that shareholders have an opportunity to
engage with the Company's Board, questions for the Board can be
emailed to companysecretary@renold.com . Answers to shareholders
questions will be posted on the Company's website at
https://investors.renold.com.
The results of the votes on the resolutions proposed at the
General Meeting will be announced as soon as practicable after the
conclusion of the General Meeting and will be available on the
Company's website.
Ordinary Shareholders are strongly encouraged to submit a proxy
vote in advance of the General Meeting and are encouraged to
appoint the chairman of the General Meeting as their proxy (rather
than a named person whose access to the General Meeting may be
prohibited due to changing Covid-19 restrictions). Shareholders can
do this by submitting their Form of Proxy or by using the CREST
electronic appointment service (as applicable) and follow the
instructions on how to submit a Form of Proxy as set out in the
Notice of General Meeting.
We would like to thank shareholders for their understanding and
cooperation in enabling the Company to go ahead with the General
Meeting and for helping to comply with the UK Government's
restrictions in these challenging times.
Timetable of Principal Events
The anticipated timetable for the proposed Reduction of Capital
is as follows:
Date of publication and posting 29 March 2021
of the Circular
Latest time and date for 16.30 on 13 April 2021
receipt of completed Forms
of Proxy
General Meeting 16.30 on 15 April 2021
Expected Court Hearing to 18 May 2021
confirm Reduction of Capital
Expected registration of on or about 22 May 2021
Court Order and effective
date of Reduction of Capital
Terms used in this announcement have the same meaning given to
them as defined in the Circular.
Certain information contained in this announcement would have
constituted inside information (as defined by Article 7 of
Regulation (EU) No 596/2014) ("MAR") prior to its release as part
of this announcement and is disclosed in accordance with the
Company's obligations under Article 17 of those Regulations.
ENQUIRIES:
Renold plc 0161 498 4500
Robert Purcell, Chief Executive
Jim Haughey, Group Finance
Director
Peel Hunt LLP 020 7418 8900
Mike Bell
Ed Allsopp
IFC Advisory Limited 020 3934 6630
Tim Metcalfe renold@investor-focus.co.uk
Graham Herring
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
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