GATES INDUSTRIAL CORP PLC: Submission of Questions to Securityholders’ Vote, Other Events (Form 8-K)

Item 5.01 Submission of Matters to the Vote of Securityholders.

(b) Information required by Article 403 (c) of the SK Regulation regarding arrangements known to the registrant which may at a later date result in a change of control.

The information set out in section 8.01 below is incorporated by reference into this section 5.01.


Item 8.01  Other Events.

At September 28, 2021, Blackstone Capital Partners (Cayman) VI LP, Blackstone Family Investment Partnership (Cayman) VI-ESC LP, Blackstone GTS Co-Invest LP, BTO Omaha Holdings LP and Omaha Aggregator (Caiman) LP, the affiliates of investment funds associated with or designated by Blackstone Inc. who together represent the current majority owners of Gates Industrial Corporation plc (the “Company”), has informed the Company as follows:

“The 100% subsidiaries of each of the Blackstone Capital Partners (Cayman) VI LP, Blackstone Family Investment Partnership (Cayman) VI-ESC LP, Blackstone GTS Co-Invest LP, BTO Omaha Holdings LP and Omaha Aggregator (Caiman) LP
(these subsidiaries, collectively the “Borrowers”) entered into (i) a Margin Loan Agreement dated September 28, 2021 (the “Loan Agreement”) with Bank of Montreal, as administrative agent and lender, and the lenders party to it from time to time (each, a “Lender”), and (ii) the agreements pledge and guarantee dated September 28, 2021 (the “Closing Date”), in each case between one of the Lenders, as a secured party (each, a “Secure part“and, collectively, the” Secured Parties “) and each Borrower as the pledge, under which the Borrowers have pledged on the Closing Date all of the ordinary shares of the Company (the” Ordinary Shares “) which ” they hold, including Ordinary Shares previously represented by certificates of deposit, as collateral to secure the repayment of amounts outstanding under the Loan Agreement, and may be required to provide additional collateral in certain circumstances (the ” Pledge Agreements ”). Each of the Borrowers is affiliated with Blackstone Inc.

As of the closing date, borrowers have borrowed a total of $ 565 million
under the Loan Agreement. Pursuant to the Pledge Agreements, in order to secure the borrowings under the Loan Agreement, the Borrowers collectively pledged 192,337,591 Common Shares (collectively, the “Pledged Shares”). At the closing date, the pledged shares collectively represented approximately 65.9% of the issued and outstanding common shares on the date August 6, 2021.

The Loan Agreement contains customary provisions in the event of default. In the event of default by the Borrowers under the Loan Agreement, the Secured Parties may seize all the Pledged Shares. “

The Company has not independently verified or participated in the preparation of the foregoing disclosure. In addition, the Company is not a party to the Loan Documents and has no obligation under them, but has delivered letters of agreement to each of the Lenders in which it has, among other things, agreed, under subject to applicable laws, rules and regulations (including stock exchange rules), not to take any action aimed at hindering or delaying the exercise of any recourse by lenders under the collateral agreements.

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