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NYSE: GTES Gates Industrial Corp plc 8-K

Gates Industrial shareholders approve redomiciliation to Bermuda with 99.6% support

Filed June 25, 2026 · Period ending June 25, 2026 · ~1 min read

4 key changes 2 high relevance 2 sections

Key Changes

  • high

    Shareholders approved scheme of arrangement to redomicile from England and Wales to Bermuda; existing holders will receive new Bermuda shares on one-for-one basis, subject to UK court sanction.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • medium

    Court Meeting passed with 232,587,896 votes for and 914,464 against (99.6% approval); turnout was 91.90% of shares entitled to vote.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • medium

    General Meeting approved all four redomiciliation resolutions with 99.6% support; Scheme Proposal received 231,699,745 votes for versus 885,509 against, with turnout of 91.55%.

    Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
  • high

    Court hearing to approve scheme scheduled July 16, 2026; existing shares cease trading July 17 at 5:00 p.m. ET; new Bermuda shares begin trading July 20, 2026.

    Item 8.01 — Other Events verify on EDGAR →

Summary

Gates Industrial shareholders overwhelmingly approved the company's redomiciliation from England and Wales to Bermuda on June 25, 2026. The scheme of arrangement passed with 99.6% support at both the Court Meeting (232.6 million votes for, 914,464 against) and the General Meeting (231.7 million for, 885,509 against), with turnout exceeding 91% of entitled shares at both meetings.

Existing shareholders will receive new Bermuda-incorporated shares on a one-for-one basis. The redomiciliation remains subject to approval by the High Court of Justice of England and Wales, with the court hearing scheduled for July 16, 2026. If approved, the existing Gates shares will cease trading on July 17 at 5:00 p.m. Eastern Time, and the new Bermuda shares will begin trading on July 20, 2026.

The filing notes these dates remain subject to satisfaction of closing conditions and court approval. For retail holders, the share exchange is automatic and requires no action; the economic interest remains unchanged on a one-for-one basis, though the legal domicile and potentially the governance framework will shift to Bermuda.

Section-by-Section Diff

Event · Item 7.01 — Regulation FD Disclosure

~100 words

Gates shareholders approved a redomiciliation scheme and related one-for-one share issuance.

1 Added
Added Shareholder approval of redomiciliation scheme medium

Added in current filing · verify on EDGAR →

at the Meetings, Gates Shareholders approved, among other matters, the Scheme to effect the Redomiciliation and the related issuance of New Gates Shares to existing Gates Shareholders on a one-for-one basis

Gates shareholders voted to approve a scheme of arrangement to redomicile the company. Existing shareholders will receive new shares on a one-for-one basis as part of this corporate restructuring. The filing does not disclose vote tallies or the new jurisdiction.

Event · Item 8.01 — Other Events

~200 words

Gates Industrial announces timetable for UK-to-Delaware redomiciliation closing, with court hearing July 16 and effective date July 20, 2026.

1 Added
Added Redomiciliation timetable high

Added in current filing · verify on EDGAR →

Following approval of the Redomiciliation by Gates Shareholders, Gates plans to proceed with the proposed timetable set out below for the closing of the Redomiciliation. It should be noted that the proposed dates and times set out below remain subject to change and will depend on, among other things, the date on which the conditions to the Scheme are satisfied or, if capable of waiver, waived, the date on which the Court sanctions the Scheme and the date on which the order of the Court sanctioning the Scheme is delivered to the Registrar of Companies in England and Wales.

Court Hearing to approve the Scheme and confirm the Gates Reduction of Capital July 16, 2026

Scheme Record Time 5:00 p.m. Eastern Time on July 17, 2026

Last time of trading in and for registration of transfers, and for disablement in DTC, of Gates Shares; Gates Shares removed from listing 5:00 p.m. Eastern Time on July 17, 2026

Effective Date July 20, 2026

Cancellation of Gates Shares; issuance of New Gates Shares July 20, 2026

Listing and commencement of trading in New Gates Shares; crediting of New Gates Shares to DTC accounts Market open on July 20, 2026

Gates Industrial discloses the detailed timeline for completing its previously-approved redomiciliation from the UK to Delaware. The court hearing to approve the scheme is scheduled for July 16, 2026, with the existing Gates shares ceasing trading on July 17 at 5:00 p.m. Eastern Time. The redomiciliation becomes effective July 20, 2026, when old shares are cancelled and new Delaware-incorporated shares begin trading. The filing notes these dates remain subject to court approval and satisfaction of closing conditions.

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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 21, 2026 · How we verify