Gates Industrial Completes Redomiciliation From England to Bermuda, Maintains NYSE Listing Under GTES Symbol

Court Approval and Scheme Execution

The redomiciliation process culminated when the High Court of Justice of England and Wales approved the statutory scheme of arrangement on July 16, 2026. This approval followed previous endorsement from Gates Industrial's shareholders and represented a critical milestone in the transition from an England and Wales-incorporated parent company to a Bermuda-based structure. The Court's approval sanctioned the fairness of the share issuance following a hearing at which all shareholders had the right to appear, with adequate notice provided beforehand.

On July 20, 2026, designated as the Effective Date, the old parent company (Old Gates) delivered the Court's order to the Registrar of Companies in England and Wales, making the scheme effective and binding on all shareholders. The scheme became effective as of 5:00 p.m. Eastern Time on July 17, 2026, the record time established for determining which shareholders received the new Bermuda-incorporated shares. This transition ensured continuity while fundamentally restructuring the corporate organization of the Gates Group.

Share Exchange and NYSE Transition

Shareholders of Gates Industrial exchanged their existing ordinary shares in the English-incorporated entity for newly issued common shares of the Bermuda-incorporated company on a strict one-for-one basis. The filing states that 253,151,170 new Gates Shares were issued to holders of Old Gates Shares in total, preserving shareholder ownership percentages throughout the transaction. No shareholder received fractional shares or cash adjustments in lieu thereof, streamlining the administrative process for all parties involved.

The transition to the new parent company occurred simultaneously with the NYSE delisting and relisting process. Old Gates Shares were removed from NYSE listing at the close of trading on July 17, 2026, and the New Gates Shares began trading at market open on July 20, 2026, under the identical ticker symbol "GTES." This seamless continuity in trading prevented any disruption to liquidity or market access for investors, as the new shares traded under the same symbol immediately upon effectiveness of the scheme.

Regulatory Treatment and Securities Exemption

The issuance of new Bermuda shares was structured to qualify for an exemption from Securities Act registration requirements. The filing indicates that the issuance was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, which applies to securities issued in connection with statutory court-supervised reorganizations. This exemption applied because the terms and conditions of the issuance were sanctioned by the High Court of Justice following a hearing specifically addressing the fairness of the transaction.

The designation of the transaction as a "statutory scheme of arrangement" under English law created the legal framework necessary to support the Section 3(a)(10) exemption. The Court's involvement in reviewing and approving the fairness of the arrangement satisfied the regulatory standard for this exemption, allowing the new shares to be issued directly to existing shareholders without triggering the typical registration and prospectus requirements that would otherwise apply to equity issuances of this magnitude.

Governance and Corporate Structure Continuity

The redomiciliation preserved the existing governance structure of Gates Industrial without requiring changes to the board of directors or executive leadership. The board of directors of New Gates consists of the same individuals who previously constituted the Old Gates board, including Neil P. Simpkins as Board Chair. The committee structure—comprising the Audit Committee, Compensation Committee, and Nominating and Governance Committee—remained unchanged, with the same directors serving in their respective committee roles. This continuity ensured that governance oversight and decision-making authority remained with the established leadership.

The company's executive leadership similarly continued without interruption. Chief Executive Officer Ivo Jurek, Executive Vice President and Chief Legal Officer Matthew R. A. Heiman, Executive Vice President and Chief Financial Officer L. Brooks Mallard, and Senior Vice President and President of the Americas Thomas G. Pitstick all assumed identical roles with New Gates effective July 8, 2026. Additionally, John S. Patouhas, Senior Vice President and Chief Accounting Officer, became New Gates's Principal Accounting Officer. Biographical information and compensation arrangements for these officers were previously disclosed in the company's April 20, 2026 proxy statement filed in connection with the redomiciliation proposal.

Bye-Laws and Amended Corporate Documents

New Gates adopted amended and restated bye-laws that had been previously approved by shareholders and filed with the Securities and Exchange Commission on May 27, 2026, as part of the Definitive Proxy Statement. These bye-laws replaced the Articles of Association that previously governed Gates Industrial's operations, reflecting the shift from English corporate law to Bermuda corporate law. The bye-laws establish the governance framework for the new Bermuda entity and define shareholder rights, director responsibilities, and operational procedures under Bermuda law.

The filing indicates that Old Gates underwent two separate amendments to its corporate documents in connection with the redomiciliation. On June 25, 2026, Old Gates's Articles of Association were amended to account for the transactions contemplated by the statutory scheme. On July 20, 2026, the same date the scheme became effective, Old Gates's corporate documents were further amended to reflect its re-registration as a private limited company. This final step completed the restructuring, as Old Gates transitioned from a public company to a wholly-owned subsidiary of New Gates.

Indemnification Arrangements for Directors and Officers

In connection with the redomiciliation, New Gates committed to entering into indemnification agreements with each of its directors and certain officers. The filing does not disclose the specific terms of these indemnification agreements, but notes that they will provide indemnification protections to the covered directors and officers. The filing does not indicate the complete list of which officers beyond directors will be covered under these agreements.

The indemnification arrangements represent standard corporate governance practice for publicly traded companies, particularly during significant corporate restructurings. These agreements typically protect directors and officers from liability arising from their service to the company, subject to applicable legal limitations. The commitment to enter into such agreements underscores New Gates's intent to maintain continuity in its governance practices and to preserve the protections its leadership has historically enjoyed.

No Changes to Director or Officer Composition

The filing confirms that there are no arrangements or understandings with any person pursuant to which the directors or executive officers of New Gates, or John S. Patouhas as Principal Accounting Officer, were appointed to their positions. This statement addresses whether third parties influenced these appointments or whether any undisclosed compensation or benefits accompanied the appointments. The absence of such arrangements indicates that the leadership team's continuation reflects the company's ordinary governance processes rather than transactions involving external parties.

Additionally, the filing explicitly confirms that there are no family relationships amongst any of the directors of New Gates, any of the executive officers of New Gates, or with Mr. Patouhas. This disclosure addresses potential conflicts of interest that could arise from familial connections within the leadership structure. The statement indicates that governance decisions are made on an arm's-length basis without any potential bias from family relationships among decision-makers.

Officer Profile: John S. Patouhas, Principal Accounting Officer

John S. Patouhas, age 59, assumed the role of Principal Accounting Officer for New Gates effective July 8, 2026, having previously served in this capacity at Old Gates. Mr. Patouhas joined Gates Industrial in June 2024 as Senior Vice President and Chief Accounting Officer. His career includes significant experience in automotive and industrial sectors, having served as Vice President and Chief Accounting Officer of Tenneco Inc. from January 2015 to June 2024. At Tenneco, he oversaw accounting functions for a designer, manufacturer, and marketer of automotive products serving both original equipment and aftermarket customers.

Before his tenure at Tenneco, Mr. Patouhas held progressively responsible positions in corporate finance and accounting at multiple organizations. From 2015 to 2018, he served as Vice President and Chief Accounting Officer at Federal-Mogul Holdings Corporation and Federal-Mogul Motorparts before Tenneco acquired the latter entity in 2018. His earlier career included various controller and senior finance roles at Altair Engineering, HHI Group Holdings, TRW Automotive, Hayes Lemmerz International, Collins & Aikman, MCN Energy, and CMS Energy spanning 1995 to 2015, followed by his service as an auditor at Deloitte & Touche from 1991 to 1995. Mr. Patouhas holds an MBA in Finance and a Bachelor of Business Administration in Accounting from Wayne State University and maintains certifications as a CPA and CGMA.

Shareholder Rights and Scheme Record Time

The statutory scheme of arrangement established a specific record time to determine which shareholders would receive new Bermuda shares. The Scheme Record Time was set at 5:00 p.m. Eastern Time on July 17, 2026. All holders of Old Gates Shares at this moment became entitled to receive New Gates Shares on a one-for-one exchange basis. The filing does not disclose whether any shareholders failed to deposit their old shares for exchange or whether any administrative issues arose in processing the share conversions.

Each holder of Old Gates Shares automatically received an equivalent number of New Gates Shares without any action required beyond holding the shares at the record time. This automatic exchange mechanism simplified the administrative burden on shareholders and eliminated the need for individual exchange elections or paperwork submissions. The one-for-one exchange ratio meant that shareholders' ownership percentages in the company remained unchanged by the transaction, though the legal form of their investment shifted from English to Bermuda incorporation.