Gates Industrial Corp plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒

Filed by a Party other than the Registrant☐

Check the appropriate box:

Gates Industrial Corporation plc

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

1144 15th Street, Denver, Colorado 80202, 303.744.1911

Dear Gates Shareholders:

On behalf of Gates Industrial Corporation plc (“Gates,” “Gates Industrial Corporation,” “Company,” “we,” “us,” and “our”), we are writing to inform you of an important proposal: the redomiciliation of our parent holding company, Gates Industrial Corporation plc, from England and Wales to Bermuda (the “Redomiciliation”). This Proposal is the result of a comprehensive review of our corporate structure and is designed to position the Company and its subsidiaries for continued growth, improved efficiency, and value creation for all shareholders.

Each capitalized term used but not otherwise defined in this letter has the meaning given to such term in the section titled “Definitions” of the accompanying joint proxy statement and scheme circular document (the “Document”). This letter and the accompanying Document are being made available to Shareholders of record (i.e., who hold Gates Shares directly), together with beneficial owners whose Gates Shares are held in the name of a bank, broker or other nominee within the facilities of DTC.

Summary of the Proposal

We are seeking your approval to change the jurisdiction of incorporation of our parent holding company from England and Wales to Bermuda. This change will not affect our listing on the New York Stock Exchange (the “NYSE”), our day-to-day operations, or our commitment to our customers, employees, and partners worldwide. Rather, it is a carefully considered step to increase flexibility for strategic and financing transactions, streamline our corporate structure, reduce the regulatory burdens of being treated as a public company under the laws of both the United States (“U.S.”) and the United Kingdom (“U.K.”) and thereby achieve meaningful cost savings, benefit from the flexibility that Bermuda law provides to take value-enhancing actions, such as returning capital to shareholders and raising capital, and better align our governance and reporting practices with the expectations of our predominantly U.S.-based shareholder base.

The Scheme

The Redomiciliation is proposed to be effected by way of a U.K. scheme of arrangement under Part 26 of the Companies Act. Subject to approval by Gates Shareholders and the sanction (i.e., approval) of the U.K. Court, the Redomiciliation will result in:

•Gates Industrial Corporation Ltd. (“New Gates”), a new exempted company limited by shares incorporated in Bermuda, becoming the parent holding company of Gates Industrial Corporation;

•Gates Shareholders holding the same number of New Gates Shares as the Gates Shares they held as of the Scheme Record Time; and

•Gates Industrial Corporation becoming a wholly owned, direct subsidiary of New Gates.

Under the Scheme, on the Effective Date, all Gates Shares will be cancelled and New Gates will issue the New Gates Shares to all Shareholders of record as of the Scheme Record Time so that Shareholders of record will receive fully paid and non-assessable New Gates Shares as follows:

one New Gates Share for each Gates Share held at the Scheme Record Time.

If you are a beneficial owner of the Gates Shares held in “street name”, you will become the beneficial owner of one New Gates Share for each Gates Share that you were the beneficial owner of as at the Scheme Record Time. Your ownership of New Gates Shares will be recorded in book-entry form by your bank, broker or other nominee and, unless otherwise advised by your bank, broker or other nominee, without the need for any additional action on your part.

The terms of the Scheme are further set out in the Document, including “Part I Explanatory Statement” beginning on page 32 of the Document, “Part II Conditions to and further terms of the Scheme” beginning on page 52 of the Document”, and “Part III The Scheme of Arrangement” beginning on page 54 of the Document.

1144 15th Street, Denver, Colorado 80202, 303.744.1911

Shareholder Value Creation Objective Follows Thorough Board Analysis

The Board decided to pursue the Redomiciliation after a careful analysis, with the assistance of Gates’s management team and outside advisors, that took place over more than 18 months. During this process, the Board and Gates’s management team considered remaining incorporated in England and Wales or changing its jurisdiction to the United States (including Delaware), Bermuda, the Cayman Islands and Luxembourg, among other jurisdictions. A number of factors were considered, including which jurisdiction offered: (1) the best opportunity for long-term shareholder value creation and flexibility to pursue corporate transactions and capital raising activities to enhance value creation opportunities; (2) a more certain and efficient redomiciliation process; and (3) expected economic savings further supported by reduced administrative burdens.

Following this rigorous analysis, the Board selected Bermuda as its jurisdiction of choice because it believes a Bermuda incorporation offers Gates and its shareholders more strategic flexibility and new opportunities for long-term shareholder value creation and will reduce administrative costs. Bermuda provides a stable business-friendly legal environment with a long-standing reputation for supporting multinational companies. Additionally, Bermuda’s corporate law provides flexible corporate governance standards and efficient redomiciliation procedures, further supporting the Company’s objectives.

•Increased flexibility for corporate transactions and capital raising and elimination of certain supermajority vote requirements: English law includes a number of strict corporate law requirements. For example, many corporate actions by English incorporated companies require a supermajority vote of shareholders (75 percent of the votes cast) – including any amendment of a company’s articles of association and the disapplication (or waiver) of statutory pre-emption rights on issuances of equity securities for cash. The application of pre-emption rights on equity issuances from an NYSE-listed company is both unusual and impractical and we are, therefore required to seek shareholder approval to disapply (or waive) such rights. The duration of approval for such waiver of statutory pre-emption rights is limited to a period of five years or shorter; however, due to institutional investor guidelines we are practically required to seek such waiver at each annual general meeting. Additionally, English law does not provide for statutory mergers – comparable business combinations must instead be effected through a scheme of arrangement requiring approval by a majority in number of shareholders who represent 75 percent or more in value of the shares held by shareholders present and voting.

In comparison, under the New Gates Bye-laws, the affirmative vote of a majority of the votes cast by New Gates Shareholders entitled to vote will be required in order for New Gates to amend the New Gates Bye-laws, enhancing Shareholder rights. Additionally, New Gates Shareholders will not be entitled to pre-emption rights with respect to any issuance of shares by New Gates. Furthermore, under Bermuda law and the New Gates Bye-laws, many corporate actions will require only the affirmative vote of a majority of the votes cast by Shareholders entitled to vote at a general meeting of the Shareholders – including, under certain circumstances, mergers and amalgamations, further enhancing Shareholders’ ability to weigh in on corporate actions. The Redomiciliation is intended to increase flexibility for the Company to take key corporate actions, including raising equity financing (e.g., for the purpose of reducing the cost of capital or financing future strategic transactions), as well as making us more agile when it comes to pursuing mergers and other business combinations using transaction structures which will be more familiar to our largely U.S. Shareholder base.

•Streamlined share buyback process: Share buybacks form a key component of our capital allocation strategy. As a company incorporated in England and Wales and listed on the NYSE, we are only permitted to conduct buybacks through shareholder-approved contracts with shareholder-approved counterparties, and these approvals must be renewed every five years or more frequently in practice. U.K. stamp duty is imposed on buybacks at a rate of 0.5 percent of the value which can result in additional costs (for example, a $200 million share repurchase program would incur $1 million of stamp duty). Redomiciliation would offer us greater flexibility and efficiency to conduct share buybacks and would eliminate the cost of U.K. stamp duty.

•Total return and dividends: Under English law, a company can issue dividends only if it has sufficient “distributable reserves.” The calculation of such distributable reserves requires, among other things, all accumulated realized losses (irrespective of when incurred) to be deducted from a company’s accumulated realized profits (which will have been reduced by other distributions over time), rather than simply referencing the company’s net asset position at the time or the actual profits made in a particular financial period when the dividend is paid. Bermuda does not require a company to

1144 15th Street, Denver, Colorado 80202, 303.744.1911

justify proposed dividends against distributable reserves. Instead, Bermuda companies may make distributions so long as they satisfy a solvency test, similar to the rules familiar to our largely U.S. Shareholder base. Gates has historically delivered strong shareholder returns on a relative basis (as evidenced by cumulative three-year share price appreciation of approximately 90% through April 30, 2026 compared to approximately 73% for the S&P 500) and the Redomiciliation would provide us greater flexibility to pay dividends to Shareholders.

•Eliminate duplicative regulation and reporting: The Redomiciliation will relieve the Company from the obligation to comply with both U.K. and U.S. public company regimes, including the elimination of duplicative financial reporting under both U.S. generally accepted accounting principles (“U.S. GAAP”) and International Financial Reporting Standards (“IFRS”). Going forward following the Redomiciliation, we would report solely under U.S. GAAP, simplifying our financial disclosures and meaningfully reducing administrative costs. Further, because of the availability of the Company’s financial statements prepared in accordance with U.S. GAAP, the Company does not believe that its shareholders find the Company’s IFRS financial statements meaningful or additive to the Company’s financial reporting. The Company estimates overall annual cash savings from reduced administrative, accounting and legal complexity of approximately $4 million.

•Align our governance and reporting practices with the expectations of our predominantly U.S.-based shareholders: Given our listing on the NYSE, Bermuda’s flexible corporate governance coupled with no longer being incorporated in England and Wales would also allow us to more closely align our governance and reporting practices with the expectations of our largely U.S. Shareholder base.

•Commitment not to adopt a long-term rights plan: Gates is not currently subject to the U.K. Takeover Code and is permitted under its Articles to issue preference shares, with such rights and restrictions as may be determined by the Board. Under the New Gates Bye-laws, Gates will retain this right; however, upon Redomiciliation, New Gates will not have a shareholder rights plan, or poison pill in place, and commits with respect to any rights plan adopted by the New Gates Board without prior Shareholder approval that such plan will automatically terminate one year after adoption unless the plan is approved by Shareholders prior to such termination.

•Enhanced governance protections for certain related party transactions: Under the New Gates Bye-laws, if the New Gates Board determines that a merger or amalgamation proposed by a Controlled Acquiror is a Covered Transaction, the New Gates Board must form an Independent Committee to evaluate and, if determined to be a Covered Transaction, negotiate, recommend, and approve the transaction in addition to other required New Gates Board and Shareholder approvals. Moreover, any shares held, directly or indirectly, by the Controlled Acquiror proposing the Covered Transaction will not count towards the quorum and will be excluded from determining the requisite majority.

Alternatives Considered

As part of their analysis, the Board and the Company’s management team considered redomiciling Gates to the United States (including the State of Delaware), among other jurisdictions. Gates believes there is a significant difference in the expected cost and certainty associated with redomiciling to Bermuda versus the United States, and the Board determined that, at the present time, it is not as advantageous as being incorporated in Bermuda for a number of reasons:

•First, due to significant differences between the U.S. and U.K. tax regimes, redomiciling to the United States would require Gates to incur estimated costs in the range of $3 million to $5 million and devote its resources over a significant and uncertain amount of time to investigate whether Gates’s financial performance would be adversely affected by a potential redomiciliation to the United States (including the State of Delaware) relative to Bermuda. The outcome of such analysis is also subject to significant uncertainty and there can be no assurance that redomiciling to the United States would not adversely impact New Gates’s financial performance.

•Second, redomiciling to the United States would require Gates to undergo a substantial restructuring of its non-U.S. treasury and business operations to align with current U.S. taxation rules. Such restructuring would require additional corporate resources, require Gates to incur additional and likely meaningful costs and take a significant amount of time, all of which would not be required if Gates pursued redomiciling in Bermuda.

1144 15th Street, Denver, Colorado 80202, 303.744.1911

•Third, redomiciling to the United States could be treated as taxable to certain shareholders from a U.S. federal income tax perspective, whereas redomiciling to Bermuda is expected to be tax-free to U.S. Holders as described in“Part IV Taxation — Material U.S. Federal Income Tax Consequences” of the Document.

•Fourth, if Gates were to delay the proposed Redomiciliation, as discussed elsewhere in this letter and the Document, it would cause Gates to incur additional U.K. compliance related costs in fiscal year 2026, and potentially 2027. Redomiciling to Bermuda would allow Gates to change its jurisdiction of incorporation in a more time efficient manner and thereby avoid these costs.

In sum, while the absolute total cost differential is not known, the Board also considered potential missed opportunity costs, efficiency, management distraction from strategic priorities, compliance costs and other factors in choosing to redomicile to Bermuda instead of the United States.

Redomiciliation is Not Tax-Driven

The Redomiciliation will enhance Gates’s strategic and financial flexibility, but it is not tax-driven and our operating subsidiaries’ jurisdictions of tax residence will not be changing. We expect the Redomiciliation to be tax-free to U.S. Holders.

No Impact on Operations

The change in jurisdiction of our parent holding company is not expected to have any material impact on our day-to-day operations, services, management, Board, or employee base.

Every Vote Matters

To implement the Redomiciliation, we must hold back-to-back meetings, that include multiple shareholder votes, on the same day. We summarize the meetings to be held and the votes to be taken in the Document.

As an overview, we will hold a Court-convened meeting of Gates Shareholders (the “Court Meeting”) to approve the implementation of the Redomiciliation by way of the Scheme. We are also asking Gates Shareholders to approve certain matters related to the implementation of the Scheme at a General Meeting of Gates Shareholders.

(See “Part VI Notice of the Court Meeting” and “Part VII Notice of the General Meeting of Gates Industrial Corporation plc”.)

It is important that, for the Court Meeting in particular, as many votes as possible are cast, so that the Court can be satisfied that there is a fair and reasonable representation of Shareholder views.

All Shareholders of record as at the Voting Record Time are entitled to vote on the proposed Redomiciliation. As of May 15, 2026, Cede & Co., as custodian for DTC, is the Shareholder of record in respect of all but one of the Gates Shares and it will exercise its voting rights at the Meetings (in person or by proxy) based on the instructions it receives from the beneficial owners of the Gates Shares.

To ensure that the votes at the Meetings reflect the views of the beneficial owners of Gates Shares, beneficial owners of Gates Shares are cordially invited to attend the Meetings and are strongly encouraged to instruct their bank, broker or other nominee to vote on the proposed Redomiciliation, as outlined in this letter and the Document.

Every vote is important, regardless of the number of Gates Shares you own, and whether you hold those Gates Shares directly (i.e., as a Shareholder of record) or as a beneficial owner whose Gates Shares are held in the name of a bank, broker or other nominee within the facilities of DTC. To make sure your Gates Shares are represented at the applicable Meetings, please submit your proxy as described below, or your voting instructions to your bank, broker or other nominee as soon as possible, whether or not you plan to attend the Meetings.

1144 15th Street, Denver, Colorado 80202, 303.744.1911

Manner of Voting

If you are a Shareholder of record, please submit your proxy either through the internet before the Meetings at www.proxyvote.com or by marking, signing, dating and returning the applicable Proxy Card(s) enclosed or provided under separate cover in the envelope(s) provided as soon as possible so that your Gates Shares are represented and voted at the Meetings. Shareholders of record at the Voting Record Time (or their duly appointed proxies) may alternatively vote during the Court Meeting or the General Meeting by visiting www.virtualshareholdermeeting.com/GTES2026SM and entering the 16-digit control number included in your Proxy Card(s).

If you are a beneficial owner of Gates Shares, this letter and the Document are being made available or forwarded to you by your bank, broker or other nominee. As the beneficial owner, you have the right to direct your bank, broker or other nominee on how to vote your Gates Shares or to be appointed as a proxy to attend and vote virtually at the Meetings. You are encouraged to exercise these rights. To do so, you must provide voting instructions to your bank, broker or other nominee by the deadline provided in the materials you receive from your bank, broker or other nominee to ensure your Gates Shares are voted in the way you would like at the applicable Meeting. Your bank, broker or other nominee will send you specific instructions in this regard to instruct the votes attaching to your Gates Shares. Your bank, broker or other nominee may also appoint you as a proxy to attend and vote virtually at the Meetings. You may instruct your bank, broker or other nominee on how to vote your Gates Shares using one of the following methods:

Recommendation of the Board

The Board unanimously recommends that Gates Shareholders vote, or instruct their bank, broker or other nominee to vote, “FOR” the Court Meeting Resolution at the Court Meeting and “FOR” each of the General Meeting Resolutions at the General Meeting. All members of the Board and all of Gates Industrial Corporation’s executive officers have indicated to the Company that they currently intend to vote or instruct their bank, broker or other nominee to vote, as the case may be, all of their Gates Shares “FOR” the Court Meeting Resolution at the Court Meeting and “FOR” each of the General Meeting Resolutions at the General Meeting.

(See “Part I Explanatory Statement — 1. Background to and Reasons for the Redomiciliation” for further information.)

Please note that this letter contains selected information from the Document and may not contain all of the information that is important to you. Gates Shareholders are urged to read the information contained and incorporated by reference in the Document, as well as the Annex to the Document, carefully and in their entirety. Do not solely rely on this letter or regard reading this letter as a substitute for reading the Document carefully and in its entirety.

1144 15th Street, Denver, Colorado 80202, 303.744.1911

Sincerely yours,

Ivo Jurek

Chief Executive Officer

May 27, 2026

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transaction described in the Document or the securities to be delivered in the Redomiciliation or determined if the Document is truthful or complete. Any representation to the contrary is a criminal offense.

Neither the Registrar of Companies in Bermuda nor the BMA or any other regulatory body in Bermuda has approved or disapproved of the transaction described in the Document or the securities to be delivered in the Redomiciliation or determined if the Document is truthful or complete. Any representation to the contrary is a criminal offense.

The Registrar of Companies in England and Wales has not approved or disapproved of the transaction described in the Document or the securities to be delivered in the Redomiciliation or determined if the Document is truthful or complete. Any representation to the contrary is a criminal offense. The implementation of the transaction described in the Document and the terms of the Scheme is subject to the sanction (i.e. approval) of the English Court at the Court Hearing, as further described in the Document.

1144 15th Street, Denver, Colorado 80202, 303.744.1911

Table of Contents

1144 15th Street, Denver, Colorado 80202, 303.744.1911

The Document is dated May 27, 2026 and, together with the Proxy Card(s) and Voting Instruction Form(s) enclosed or provided under separate cover, is first being mailed or made available to Gates Shareholders on or about May 27, 2026.