Gates Industrial Corp plc
For the period ended Jun 25, 2026. Filed Jun 25, 2026.
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A notice of a major event between regular reports, such as results, a deal or a change of executives. It is often the first formal record of the news.
Jun 25, 2026 · Filed Jun 25, 2026
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(Former Name or Former Address, if Changed Since Last Report)
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Ordinary Shares, $0.01 par value per share | GTES | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 Submission of Matters to a Vote of Security Holders.
As previously announced, Gates Industrial Corporation plc (“Gates” or the “Company”) is proposing to change the Company’s jurisdiction of incorporation from England and Wales to Bermuda (the “Redomiciliation”). The Redomiciliation requires shareholder approval, which was obtained on June 25, 2026, as described in further detail below. In addition, under the laws of England and Wales, the Redomiciliation remains subject to certain conditions including the sanction (i.e., approval) at a hearing of the High Court of Justice of England and Wales (the “Court”), as described in more detail in the Company’s definitive proxy statement dated May 27, 2026 (the “Proxy Statement”). Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Proxy Statement.
On June 25, 2026, Gates held two shareholder meetings: (i) a meeting (the “Court Meeting”) convened by the Court; and (ii) a related general meeting of Gates Shareholders (the “General Meeting” and, together with the Court Meeting, the “Meetings”). At the Meetings, Gates Shareholders approved, among other matters, the scheme of arrangement (the “Scheme”) to effect the Company’s Redomiciliation which will result in the issuance of common shares (the “New Gates Shares”) of Gates Industrial Corporation Ltd. (“New Gates”) to existing Gates Shareholders on a one-for-one basis.
The Scheme, the Redomiciliation, the proposed issuance of New Gates Shares and the proposals voted on at the Meetings are described in more detail in the Proxy Statement. Specific details regarding the results of the Meetings are set forth below.
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