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Gates Industrial Corporation plc has officially completed its redomiciliation from England and Wales to Bermuda. The new parent company, Gates Industrial Corporation Ltd., now serves as the holding entity. On July 20, 2026, the company’s shares resumed trading on the New York Stock Exchange under the ticker "GTES" without interruption. Shareholders received new Bermuda-incorporated shares on a one-for-one basis in exchange for their existing shares, while the company’s board and executive leadership remain unchanged following the transaction.
Key Points
- NYSE: GTES
- Redomiciliation from England and Wales to Bermuda completed on July 20, 2026
- High Court of Justice of England and Wales approved the statutory scheme on July 16, 2026; 253,151,170 new shares issued to existing shareholders on a one-for-one basis
- New shares began trading on NYSE under "GTES" at market open on July 20, 2026; old shares delisted after close on July 17, 2026
Court Approval and Implementation of Scheme
The redomiciliation process was finalized when the High Court of Justice of England and Wales approved the statutory scheme of arrangement on July 16, 2026. This followed shareholder approval and marked a key step in transitioning the parent company’s incorporation from England and Wales to Bermuda. The Court’s approval confirmed the fairness of the share issuance after a hearing where all shareholders had the opportunity to participate with prior notice.
On the Effective Date, July 20, 2026, the old parent company (Old Gates) submitted the Court’s order to the Registrar of Companies in England and Wales, making the scheme binding on all shareholders. The scheme became effective as of 5:00 p.m. Eastern Time on July 17, 2026, which was the record time for determining entitlement to the new Bermuda-incorporated shares. This ensured continuity while restructuring the Gates Group’s corporate organization.
Share Exchange and NYSE Listing Transition
Shareholders exchanged their existing ordinary shares of the English-incorporated entity for new common shares of the Bermuda-incorporated company on a strict one-for-one basis. A total of 253,151,170 new shares were issued, maintaining shareholder ownership percentages. No fractional shares or cash adjustments were issued, simplifying the process.
The transition coincided with the NYSE delisting and relisting. Old Gates shares were delisted after market close on July 17, 2026, and new shares began trading at market open on July 20, 2026, under the same ticker "GTES." This seamless change ensured uninterrupted liquidity and market access for investors.
Regulatory Exemption and Securities Compliance
The issuance of new Bermuda shares qualified for an exemption from Securities Act registration under Section 3(a)(10) of the Securities Act of 1933, applicable to securities issued in court-supervised reorganizations. The High Court’s approval following a fairness hearing supported this exemption.
The statutory scheme of arrangement under English law provided the legal basis for the Section 3(a)(10) exemption, allowing shares to be issued directly to existing shareholders without the usual registration and prospectus requirements for equity issuances of this size.
Governance and Leadership Continuity
The redomiciliation preserved Gates Industrial’s governance structure, with no changes to the board or executive leadership. The board of directors of New Gates includes the same members as Old Gates, led by Chair Neil P. Simpkins. The Audit, Compensation, and Nominating and Governance Committees remain unchanged with the same directors serving.
Executive leadership continued seamlessly, with CEO Ivo Jurek, EVP and Chief Legal Officer Matthew R. A. Heiman, EVP and CFO L. Brooks Mallard, and SVP and President of the Americas Thomas G. Pitstick retaining their roles effective July 8, 2026. John S. Patouhas became Principal Accounting Officer for New Gates on the same date. Officer biographies and compensation were previously disclosed in the April 20, 2026 proxy statement related to the redomiciliation.
Updated Bye-Laws and Corporate Documents
New Gates adopted amended and restated bye-laws approved by shareholders and filed with the SEC on May 27, 2026, replacing the previous Articles of Association. These bye-laws reflect the shift from English to Bermuda corporate law, defining governance, shareholder rights, director duties, and operational procedures under Bermuda jurisdiction.
Old Gates amended its corporate documents twice during the redomiciliation process: on June 25, 2026, to accommodate the statutory scheme transactions, and on July 20, 2026, to re-register as a private limited company. This finalized Old Gates’s transition to a wholly-owned subsidiary of New Gates.
Indemnification Agreements for Directors and Officers
New Gates committed to entering indemnification agreements with its directors and certain officers. Although specific terms were not disclosed, these agreements provide liability protections customary for publicly traded companies undergoing significant restructuring, ensuring continuity in governance protections.
Unchanged Leadership Appointments and Independence
The filing confirms no external arrangements influenced the appointment of New Gates’s directors, executive officers, or Principal Accounting Officer John S. Patouhas. There are no undisclosed compensation or benefits related to these appointments.
Additionally, no family relationships exist among the directors, executive officers, or Mr. Patouhas, ensuring governance decisions are made independently without potential conflicts of interest.
Profile of John S. Patouhas, Principal Accounting Officer
John S. Patouhas, age 59, became Principal Accounting Officer for New Gates on July 8, 2026, having served in this role at Old Gates. He joined Gates Industrial in June 2024 as Senior Vice President and Chief Accounting Officer. Previously, he was Vice President and Chief Accounting Officer at Tenneco Inc. from January 2015 to June 2024, overseeing accounting for automotive products serving OEM and aftermarket customers.
His earlier career includes senior finance roles at Federal-Mogul Holdings Corporation, Altair Engineering, HHI Group Holdings, TRW Automotive, Hayes Lemmerz International, Collins & Aikman, MCN Energy, CMS Energy, and auditing at Deloitte & Touche. Mr. Patouhas holds an MBA in Finance and a Bachelor of Business Administration in Accounting from Wayne State University and is a CPA and CGMA.
Shareholder Rights and Record Date for Exchange
The statutory scheme set the record time at 5:00 p.m. Eastern Time on July 17, 2026, to determine shareholders entitled to new Bermuda shares. Holders of Old Gates shares at that time automatically received new shares on a one-for-one basis without needing to take action.
This automatic exchange maintained shareholder ownership percentages while shifting the legal incorporation from England to Bermuda, simplifying administrative procedures and ensuring a smooth transition for investors.
