UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events. |
On May 17, 2023, Gates Industrial Corporation plc (the “Company”) announced the pricing of an underwritten secondary offering (the “Offering”) of 22,500,000 ordinary shares, par value $0.01 per share, of the Company by certain selling stockholders affiliated with Blackstone Inc. (the “Selling Stockholders”). The Selling Stockholders also granted the several underwriters of the Offering (the “Underwriters”) a 30-day option to purchase up to an aggregate of 3,375,000 additional ordinary shares, which option was exercised in full on May 18, 2023. The Offering, including the shares sold pursuant to the Underwriters’ option, is expected to close on May 23, 2023, subject to customary closing conditions.
The Company will not receive any of the proceeds from the sale of the ordinary shares being offered by the Selling Stockholders, but will bear certain expenses incident to the offering (excluding underwriting discounts and commissions).
In addition, as previously announced, in connection with its existing share repurchase program, the Company has entered into a share repurchase contract with Citigroup Global Markets Inc. to repurchase $250 million of ordinary shares at a price per share equal to the price paid by the Underwriters in the Offering, for a total of 21,934,634 ordinary shares, and has advised Citigroup Global Markets Inc. to purchase such shares from the Selling Stockholders. The share repurchase is expected to be consummated promptly following the Offering and is conditioned upon the closing of the Offering.
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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/ Cristin C. Bracken | ||
| Name: | Cristin C. Bracken | ||
| Title: | Chief Legal Officer | ||
Date: May 19, 2023