Gates Announces Secondary Offering of 17,500,000 Ordinary Shares
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The secondary offering of 17,500,000 ordinary shares by Gates Industrial Corporation presents a notable event for market participants. From a market perspective, such an offering can indicate several factors. Firstly, the decision by Blackstone Inc. to reduce its position could be interpreted as a signal regarding its perception of Gates' future performance or a strategic portfolio reallocation. This could potentially influence investor sentiment and the stock's short-term price movement.
Furthermore, the underwriters' option to purchase additional shares adds a layer of complexity, as it could lead to further dilution or provide an opportunity to gauge market demand for Gates' stock. The involvement of prominent financial institutions like Citigroup and Goldman Sachs in managing the offering also lends credibility to the process, possibly affecting the market's reception of the offering.
Lastly, the share repurchase contract aligns with shareholder-friendly corporate actions, possibly indicating Gates' confidence in its intrinsic value. The timing and price of the repurchase, being equal to the offering price, could be seen as a strategic move to support the stock price post-offering.
From a financial standpoint, the structure and timing of the secondary offering and subsequent share repurchase are critical. Gates Industrial's decision to not issue new shares but instead allow existing stockholders to sell, ensures that the company's equity base is not diluted. However, it is important to analyze the potential impact on the company's earnings per share (EPS) metric, as the repurchase of shares could be accretive to EPS if executed below intrinsic value.
The repurchase plan, contingent on the closing of the offering, demonstrates a use of liquidity that could have been allocated to other corporate needs such as debt reduction or investment in growth opportunities. The fact that Gates will not receive proceeds from the offering further emphasizes the need to evaluate the company's cash flow position and capital allocation strategy.
Additionally, the directors' interest in purchasing shares could be perceived as a positive signal about the company's prospects. However, as these indications of interest are non-binding, investors should remain cautious until actual transactions occur.
The secondary offering and share repurchase are both subject to regulatory scrutiny and compliance with securities laws. The involvement of the SEC and the necessity of a registration statement indicate the legal complexities and disclosure requirements involved in such transactions. Investors should review the prospectus and the company's SEC filings for a comprehensive understanding of the risks and legal considerations.
It is also important to note the legal implications of directors' participation in the offering. Their potential purchase of shares must be conducted in compliance with insider trading laws and regulations. The non-binding nature of their interest requires transparency to avoid any perception of market manipulation or conflicts of interest.
Gates is not offering any ordinary shares in the Offering and will not receive any proceeds from the sale of ordinary shares in the Offering. Citigroup, Goldman Sachs & Co. LLC, and Jefferies are serving as the joint lead book-running managers of, and as representatives of the underwriters for, the Offering.
In addition, Gates announced that, in connection with its existing share repurchase program, it has entered into a share repurchase contract with Citigroup Global Markets Inc. to repurchase
Certain of our directors have also indicated an interest in purchasing approximately 1,050,000 ordinary shares in the Offering. However, because indications of interest are not binding agreements or commitments to purchase, the underwriters could determine to sell fewer shares to such individuals in the Offering.
The Company has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the "SEC") for the Offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and the Offering. You may get these documents for free by visiting EDGAR on the SEC's website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the Offering will arrange to send you the prospectus if you request it by contacting Citigroup, c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Gates:
Gates is a global manufacturer of innovative, highly engineered power transmission and fluid power solutions. Gates offers a broad portfolio of products to diverse replacement channel customers, and to original equipment ("first-fit") manufacturers as specified components. Gates participates in many sectors of the industrial and consumer markets. Our products play essential roles in a diverse range of applications across a wide variety of end markets ranging from harsh and hazardous industries to everyday consumer applications including virtually every form of transportation. Our products are sold in over 130 countries across our four commercial regions: the
Forward–Looking Statements and Information:
This press release contains forward-looking statements, which involve risks and uncertainties. Forward-looking statements include all statements that are not historical facts. In some cases you can identify these forward-looking statements by the use of words such as "outlook," "believes," "expects," "potential," "continues," "may," "will," "should," "could," "seeks," "predicts," "intends," "trends," "plans," "estimates," "anticipates" or the negative version of these words or other comparable words. Forward-looking statements are based on the Company's current expectations and actual results may differ materially. Other risks and uncertainties are more fully described in the section entitled "Item 1A. Risk Factors" of the Company's Annual Report on Form 10-K for the fiscal year ended December 30, 2023, as filed with the SEC, as such factors may be updated from time to time in the Company's periodic filings with the SEC. Investors are urged to consider carefully the disclosure in our filings with the SEC, which are accessible on the SEC's website at www.sec.gov. Gates undertakes no obligation to update or supplement any forward-looking statements as a result of new information, future events or otherwise, except as required by law.
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SOURCE Gates Industrial Corporation plc
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