Gates Industrial Corp plc

Why am I receiving this Document?

This Document is 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.

You are receiving this Document because you are being asked to approve a proposed scheme of arrangement under the laws of England and Wales that would result in a new exempted company limited by shares incorporated in Bermuda, New Gates, becoming the parent holding company of Gates Industrial Corporation.

In accordance with the Scheme, New Gates will issue one New Gates Share to Scheme Shareholders for every Gates Share held by them as of the Scheme Record Time. Each beneficial owner of Gates Shares will become the beneficial owner of one New Gates Share for every Gates Share beneficially owned as of the Scheme Record Time. The New Gates Shares will be listed on the NYSE, trading under the symbol “GTES”, the same symbol under which the Gates Shares are currently trading.

The implementation of the Scheme requires Shareholders of record to vote on the Court Meeting Resolution and the Scheme Resolutions at the respective Meetings, which is why we have called the Meetings and sent you this Document. We have also sent you this Document to comply with our obligations under the U.S. Exchange Act in connection with the solicitation of proxies for use at the Meetings.

What is this Document?

This Document comprises an explanatory statement in relation to the Scheme in compliance with section 897 of the Companies Act and a proxy statement under the U.S. Exchange Act that serves to enable the Board, on behalf of the Company, to solicit proxies and voting instructions “FOR” the Court Meeting Resolution at the Court Meeting and “FOR” each of the General Meeting Resolutions at the General Meeting.