Gates Industrial Corp plc 8-K

What Happened Gates Industrial Corporation plc announced that shareholders approved a court‑convened scheme of arrangement to redomicile the company from England and Wales to Bermuda (the “Redomiciliation”). At meetings held on June 25, 2026, shareholders approved the Scheme that will issue New Gates Shares of Gates Industrial Corporation Ltd. on a one‑for‑one basis and result in Gates Industrial Corporation plc becoming a wholly‑owned, direct subsidiary of New Gates. The Scheme approval remains subject to Court sanction in England and Wales and satisfaction (or waiver) of other scheme conditions.

Key Details

• Court Meeting vote to approve the Scheme: 232,587,896 for and 914,464 against; ~91.90% of eligible Gates Shares were present.
• General Meeting results (each required ≥75% approval):
  • Scheme Proposal: 231,699,745 for, 885,509 against, 27,266 abstain.
  • Reduction of Capital Proposal: 231,691,572 for, 890,428 against, 30,520 abstain.
  • New Share Issuance Proposal: 231,662,636 for, 899,151 against, 50,733 abstain.
  • Articles Amendment Proposal: 231,674,594 for, 888,078 against, 49,848 abstain. (~91.55% of shares present)
• Proposed timetable (subject to change and Court approval): Court hearing July 16, 2026; Scheme record time 5:00 p.m. ET July 17, 2026; Gates Shares removed from listing and cancelled and New Gates Shares issued effective July 20, 2026; New Gates Shares to begin trading and be credited to DTC accounts on market open July 20, 2026.
• Gates furnished a press release on June 25, 2026 (Exhibit 99.1) announcing the shareholder approvals.

Why It Matters Shareholder approval is a critical step toward completing the redomiciliation; if the Court sanctions the Scheme and other conditions are satisfied, existing Gates holders will receive New Gates Shares on a one‑for‑one basis and the company’s legal jurisdiction and corporate structure will change. For investors, key near‑term events to watch are the Court hearing on July 16, the July 17 record/time cutoffs (including last time to trade and register transfers), and the planned July 20 effective date when the old Gates Shares would be cancelled and New Gates Shares begin trading.