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Gates Industrial (GTES) wins court approval for Bermuda holding-company move

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Gates Industrial Corporation plc obtained approval from the High Court of Justice of England and Wales for a statutory scheme of arrangement that will redomicile the group’s parent company to Bermuda. The scheme had previously been approved by shareholders on June 25, 2026.

Under this Redomiciliation, on July 20, 2026 each ordinary share of Old Gates will be cancelled and shareholders of record at 5:00 p.m. Eastern Time on July 17, 2026 will receive an equivalent number of New Gates common shares, each with par value $0.01. Old Gates shares are expected to trade on the NYSE for the last time on July 17, 2026, with New Gates shares beginning NYSE trading on July 20, 2026 under the same ticker, GTES.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
High Court approval date July 16, 2026 Date the High Court of Justice of England and Wales approved the scheme of arrangement
Shareholder approval date June 25, 2026 Date Old Gates shareholders approved the statutory scheme of arrangement
Effective Date July 20, 2026 Expected date the scheme becomes effective and the Redomiciliation is consummated
Record time for scheme 5:00 p.m. Eastern Time on July 17, 2026 Record time to determine Old Gates shareholders entitled to New Gates shares
Par value per share $0.01 per share Par value of both Old Gates ordinary shares and New Gates common shares
Last trading day Old Gates July 17, 2026 Expected final NYSE trading day for Old Gates ordinary shares
First trading day New Gates July 20, 2026 Expected first NYSE trading day for New Gates common shares under ticker GTES
statutory scheme of arrangement regulatory
"approval from the High Court of Justice of England and Wales of a statutory scheme of arrangement"
Redomiciliation regulatory
"New Gates will become the parent holding company of the Gates Group (the “Redomiciliation”)"
Redomiciliation is when a company legally changes its country of incorporation while keeping the same business and assets, like moving a house to a new neighborhood but keeping the same furniture. Investors care because the company then follows a different set of laws and tax rules, which can change shareholder rights, reporting standards, dividend treatment and the ease of trading the stock, potentially affecting risk and return.
Bermuda exempted company limited by shares regulatory
"Gates Industrial Corporation Ltd., a Bermuda exempted company limited by shares"
parent holding company financial
"New Gates will become the parent holding company of the Gates Group"
ordinary share financial
"each ordinary share, of $0.01 nominal value per share, of Old Gates"
An ordinary share is a unit of ownership in a company that gives the holder a stake in its profits and usually the right to vote on key decisions. Think of it like a slice of a pizza where each slice entitles you to a portion of what’s left after bills are paid; value can rise or fall with the business and may pay dividends, so it matters to investors for income, growth and control.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did Gates Industrial (GTES) announce regarding its corporate structure?
Gates Industrial is implementing a Redomiciliation in which a new Bermuda company, Gates Industrial Corporation Ltd., will become the parent holding company of the Gates Group through a court-approved statutory scheme of arrangement under English law.

When will the Gates Industrial (GTES) redomiciliation become effective?
The scheme is expected to become effective, and the Redomiciliation completed, on July 20, 2026. This is the Effective Date when Old Gates shares are cancelled and New Gates shares are issued to eligible shareholders.

How will Gates Industrial (GTES) shares convert in the redomiciliation?
On the Effective Date, each Old Gates ordinary share will be cancelled, and shareholders of record at 5:00 p.m. Eastern Time on July 17, 2026 will receive an equivalent number of New Gates common shares, each with par value $0.01.

What happens to GTES trading on the NYSE during the redomiciliation?
Subject to completion of the scheme, the last trading day for Old Gates shares on the NYSE is expected to be Friday, July 17, 2026, and New Gates shares are expected to begin trading on July 20, 2026 under the same ticker, GTES.

Does the Gates Industrial (GTES) redomiciliation change the share count for investors?
According to the disclosure, each Old Gates ordinary share will be exchanged for an equivalent number of New Gates common shares. The par value remains $0.01 per share, indicating a one-for-one replacement rather than a split or consolidation.
0001718512FALSE00017185122026-07-162026-07-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 16, 2026
Gates Industrial Corporation plc
(Exact Name of Registrant as Specified in its Charter)
England and Wales 001-38366 98-1395184
     
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation)   Identification No.)
1144 Fifteenth Street, Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
(303) 744-1911
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Ordinary Shares, $0.01 par value per shareGTESNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨






Item 8.01    Other Events.

On July 16, 2026, Gates Industrial Corporation plc (“Old Gates” and together with its subsidiaries, the “Gates Group”) and Gates Industrial Corporation Ltd., a Bermuda exempted company limited by shares (“New Gates”), received approval from the High Court of Justice of England and Wales of a statutory scheme of arrangement under English law (the “Scheme”), previously approved by Old Gates shareholders on June 25, 2026. Pursuant to the Scheme, as previously disclosed, New Gates will become the parent holding company of the Gates Group (the “Redomiciliation”). The Scheme is expected to become effective, and the Redomiciliation is expected to be consummated, on July 20, 2026 (the “Effective Date”).
On the Effective Date, each ordinary share, of $0.01 nominal value per share, of Old Gates (collectively, the “Old Gates Shares”) will be cancelled and Old Gates shareholders as of the record time of the Scheme (5:00 p.m. Eastern Time on July 17, 2026) will receive the equivalent number of common shares, par value $0.01 per share, of New Gates (collectively, the “New Gates Shares”).
Subject to completion of the Scheme, it is expected that the last day of trading of Old Gates Shares on the New York Stock Exchange will be Friday, July 17, 2026, and the New Gates Shares are expected to begin trading under the same ticker symbol (“GTES”) on the New York Stock Exchange on Monday, July 20, 2026.



SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GATES INDUSTRIAL CORPORATION PLC
By:/s/ L. Brooks Mallard
Name:L. Brooks Mallard
Title:Chief Financial Officer
Date: July 16, 2026


Source: View Original Filing on SEC EDGAR

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