AIM Schedule One update - Renold plc (9403A)

TIDMRNO

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 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 2,098 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 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.GBP68m (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                    12.88             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 
 (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: 
 
   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 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 
   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: 
 
   None. 
 

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June 03, 2019 06:30 ET (10:30 GMT)