Gates Industrial Corp plc

Gates Industrial Corporation plc (Old Gates) completed its redomiciliation, making it a wholly-owned subsidiary of New Gates Industrial Corporation Ltd. (New Gates). Old Gates shareholders received New Gates shares on a one-for-one basis, with 253,151,170 new shares issued. As a result, Old Gates shares were delisted from the NYSE, and New Gates shares began trading under the symbol "GTES" on July 20, 2026. The executive officers of Old Gates transitioned to New Gates with the same titles, and John S. Patouhas was appointed Principal Accounting Officer.

Gates Industrial Corporation plc announced that the High Court of Justice of England and Wales approved its statutory scheme of arrangement on July 16, 2026, which was previously approved by shareholders on June 25, 2026. This scheme will result in a redomiciliation, making Gates Industrial Corporation Ltd. ("New Gates") the parent holding company of the Gates Group, effective July 20, 2026. On the effective date, existing Old Gates shares will be cancelled, and shareholders will receive an equivalent number of New Gates shares. Old Gates shares are expected to cease trading on the NYSE on July 17, 2026, with New Gates shares commencing trading under the same ticker "GTES" on July 20, 2026.

Gates Industrial Corporation plc shareholders approved the company's redomiciliation from England and Wales to Bermuda. This approval was obtained at two shareholder meetings held on June 25, 2026, where a scheme of arrangement was passed. The redomiciliation will result in the issuance of new common shares of Gates Industrial Corporation Ltd. to existing shareholders on a one-for-one basis, making Gates Industrial Corporation a wholly-owned subsidiary of the new entity.

Gates Industrial Corporation plc is proposing to redomicile its parent holding company from England and Wales to Bermuda, subject to shareholder and UK Court approval. This strategic move aims to enhance flexibility for corporate transactions and capital raising, streamline its corporate structure, and reduce regulatory burdens and administrative costs. The company expects annual cash savings of approximately $4 million and greater efficiency in share buybacks and dividend payments, while aligning governance with its predominantly U.S.-based shareholder base. The Board unanimously recommends shareholders approve the proposal.

Gates Industrial reported a slight increase in net sales for the three months ended March 28, 2026, reaching $851.1 million. However, profitability metrics saw declines, with net income attributable to shareholders decreasing to $59.7 million and Adjusted EBITDA falling to $177.4 million. Despite these challenges, the company demonstrated strong operational cash flow, with net cash provided by operating activities significantly improving to $30.2 million.