TIDMARP
RNS Number : 2915H
Towry Holdings Limited
12 March 2015
Not for release, publication or distribution, in whole or in
part, in, into or from any jurisdiction where to do so would
constitute a violation of the relevant laws of such
jurisdiction.
12 March 2015
Recommended Increased Offer
for
Ashcourt Rowan plc
by
Towry Finance Company Limited
a wholly-owned subsidiary of
Towry Holdings Limited
Highlights
-- Towry and Ashcourt Rowan announce a Recommended Increased
Offer of 333 pence in cash plus a principal amount of 16 pence in
New Loan Notes per Ashcourt Rowan Share.
-- Irrevocable undertakings to accept the Increased Offer
obtained from Ashcourt Rowan Shareholders holding, in aggregate,
79.95 per cent. of the existing issued share capital of Ashcourt
Rowan. These undertakings continue to be binding in the event of
any higher competing offer for Ashcourt Rowan.
-- Court Meeting for Ashcourt Rowan Shareholders to vote on the
Transaction to be adjourned to on or around 31 March 2015.
-- Ashcourt Rowan General Meeting intended to be adjourned
indefinitely and replaced by the New Ashcourt Rowan General Meeting
to be convened for on or around 31 March 2015.
-- Subject to obtaining the requisite approvals, the Transaction
is expected to complete in Q2 2015.
Commenting on the Recommended Increased Offer, Hugh Ward,
Chairman of Ashcourt Rowan, said:
"We are pleased to have agreed a compelling increased
predominantly cash offer from Towry at 333 pence in cash and 16
pence in loan notes.
The Board recognises the compelling strategic rationale and
value of this combination and is confident that the businesses will
be able to effect a smooth integration and consolidate the combined
entity's position as a leading player in the UK wealth management
industry. This move by Towry brings an end to the uncertainty any
disruption to the business by the delivery of hard irrevocable
undertakings to vote in favour of the deal and therefore an ensured
outcome."
1. Introduction
Further to their announcement on 2 February 2015, the Boards of
Towry and Ashcourt Rowan are pleased to announce that they have
reached agreement on the terms of a recommended Increased Offer by
Towry Finance for the entire issued and to be issued share capital
of Ashcourt Rowan.
2. The Transaction
It is intended that the Transaction will continue to be
implemented by way of the Scheme. The purpose of the Scheme is to
enable Towry Finance to acquire the whole of the issued and to be
issued share capital of Ashcourt Rowan. Under the terms of the
Scheme, as amended to reflect the Increased Offer, Ashcourt Rowan
Shareholders will receive:
for each Ashcourt Rowan Share: 333 pence in cash plus a principal
amount of 16 pence in New Loan
Notes
The cash element of the Transaction Consideration
represents:
-- a premium of 97.6 per cent. to the Closing Price of 168.5
pence per Ashcourt Rowan Share on 30 January 2015 (being the last
Business Day before the commencement of the Offer Period);
-- a premium of 88 per cent. to the average Closing Price of
approximately 176.9 pence per Ashcourt Rowan Share for the three
month period ending on 30 January 2015 (being the last Business Day
before the commencement of the Offer Period); and
-- a value of approximately GBP120 million for Ashcourt Rowan's
entire issued and to be issued share capital.
A summary of the terms of the New Loan Notes are set out in
Appendix 3. Towry may, in its sole and absolute discretion, elect
to pay further cash to Ashcourt Rowan Shareholders in lieu of all
or part of the New Loan Notes. In such case, for every additional 1
pence in cash per Ashcourt Rowan Share paid by Towry, the principal
amount of the New Loan Notes issued in respect of each Ashcourt
Rowan Share would be reduced by 1 pence.
The Scheme will be amended to reflect the terms of the Increased
Offer. The Acquisition continues to be subject to the Conditions
and other terms set out in the Scheme Document.
Subject to obtaining regulatory and other approvals, the Scheme
is expected to become effective in Q2 2015.
3. The Meetings and the Scheme of Arrangement
The Meetings have been convened for 17 March 2015. In accordance
with the City Code, the Ashcourt Rowan Directors intend to adjourn
the Court Meeting to a date on or around 31 March 2015 to give
Ashcourt Rowan Shareholders sufficient notice of the Increased
Offer prior to the Court Meeting. It is intended that the Ashcourt
Rowan General Meeting will be adjourned indefinitely to be replaced
by the New Ashcourt Rowan General Meeting to consider resolutions
which reflect the Increased Offer.
The Scheme will be amended to reflect the terms of the Increased
Offer.
A Supplemental Scheme Document containing details of the
Increased Offer, the dates of and arrangements for the adjourned
Court Meeting and the New Ashcourt Rowan General Meeting and
certain other matters is expected to be made available to Ashcourt
Rowan Shareholders shortly.
4. Recommendation
In the Scheme Document, the Ashcourt Rowan Directors unanimously
recommended that Ashcourt Rowan Shareholders vote in favour of the
resolutions relating to the Transaction at the Meetings. The
Ashcourt Rowan Directors continue to unanimously recommend that
Ashcourt Rowan Shareholders vote in favour of the resolutions
relating to the Transaction to be proposed at the adjourned Court
Meeting and unanimously recommend that Ashcourt Rowan Shareholders
vote in favour of the resolutions relating to the Transaction to be
proposed at the New Ashcourt Rowan General Meeting (save that
neither Alfio Tagliabue nor Jonathan Polin gives any recommendation
as to voting on the ordinary resolutions to be proposed at the New
Ashcourt Rowan General Meeting relating to the payments to be made
to each of them).
5. Management and employees
The change of control of Ashcourt Rowan triggered by the
completion of the Transaction on the basis of the Increased Offer
will cause 45 per cent. of the Executives' existing contractual
awards under the GSOP to "vest". This will result in payments by
Ashcourt Rowan to the Executives of the following amounts in cash
on completion of the Acquisition based on the Transaction
Consideration of 333 pence in cash per Ashcourt Rowan Share as set
out below:
Jonathan Polin GBP3,212,429
Alfio Tagliabue GBP741,076
Steve Haines GBPnil
In addition, Ashcourt Rowan intends to treat intended GSOP
awards notified to the Executives in 2014 as having been made, to
deem 45 per cent. of these intended awards to have vested on the
Scheme becoming effective and to compensate the Executives (and
other relevant Ashcourt Rowan employees) accordingly by the payment
of ex-gratia compensation amounts to each of them. This will result
in payments by Ashcourt Rowan to the Executives of the following
amounts in cash on completion of the Acquisition based on the
Transaction Consideration of 333 pence in cash per Ashcourt Rowan
Share as set out below:
Jonathan Polin GBP803,108
Alfio Tagliabue GBP149,850
Steve Haines GBP626,644
Given the terms of the Increased Offer and the resulting
payments to the Executives in respect of the GSOP as outlined
above, the further ex gratia payments to Executives referred to in
the First Announcement and the Scheme Document by way of
compensation for loss of office and/or termination of their
employment have been amended to the following:
Jonathan Polin GBP1,000,000
Alfio Tagliabue GBP436,480
Steve Haines GBPnil
New Settlement Agreements have been entered into by Ashcourt
Rowan and each Executive to give effect to these terms and the
Settlement Agreements have terminated.
It is intended that new ordinary resolutions to approve the
ex-gratia payments to each of Jonathan Polin and Alfio Tagliabue be
proposed at the New Ashcourt Rowan General Meeting to approve:
In the case of Jonathan Polin, an amount of GBP1,803,108
In the case of Alfio Tagliabue, an amount of GBP586,330
Following the Effective Date, an aggregate amount of
approximately GBP4,315,162 will also be payable to Ashcourt Rowan
employees other than the Executives in respect of their vested or
deemed vested GSOP awards based on a contract reference asset value
and depending on the individual terms of each award.
6. Financing of the Transaction
The cash consideration payable to Ashcourt Rowan Shareholders
pursuant to the Increased Offer will be provided by Towry Finance
partly from the Facilities Agreement and partly from Towry's
existing cash resources.
Details of the Facilities Agreement are set out in the Scheme
Document and the Supplemental Scheme Document. The Facilities
Agreement was amended on 11 March 2015 to, among other things,
increase the total amount of the facilities available under
it.Morgan Stanley is satisfied that sufficient resources are
available to Towry Finance to satisfy in full the cash
consideration payable pursuant to the Increased Offer.
7. Irrevocable undertakings
Towry has received irrevocable undertakings to vote in favour of
the Scheme at the Court Meeting and the special resolution to be
proposed at the Ashcourt Rowan General Meeting in respect of a
total of 28,373,416 Ashcourt Rowan Shares, representing in
aggregate approximately 79.95 per cent. of Ashcourt Rowan's
existing issued share capital, further details of which are set out
below.
As announced on 2 February 2015, Jonathan Polin irrevocably
undertook to vote in favour of the Transaction at the Meetings in
respect of his beneficial holding of 231,645 Ashcourt Rowan Shares,
in aggregate representing approximately 0.65 per cent. of Ashcourt
Rowan's issued share capital on 11 March 2015 (being the last
Business Day before this announcement). This undertaking continues
to be binding.
Jim Roberts, the only other Ashcourt Rowan Director who holds
Ashcourt Rowan Shares, has also irrevocably undertaken to vote in
favour of the Transaction at the Meetings in respect of his
beneficial holding of 28,099 Ashcourt Rowan Shares, in aggregate
representing approximately 0.08 per cent. of Ashcourt Rowan's
issued share capital on 12 March 2015 (being the last Business Day
before this announcement). This undertaking continues to be binding
in the event of a higher competing offer for Ashcourt Rowan.
In addition, certain other Ashcourt Rowan Shareholders have
given irrevocable undertakings to vote in favour of the Transaction
at the Meetings in respect of, in aggregate, 28,113,672 Ashcourt
Rowan Shares. On 11 March 2015 (being the last Business Day before
this announcement) these irrevocable undertakings together
represented approximately 79.22 per cent. of the existing issued
share capital of Ashcourt Rowan. These undertakings continue to be
binding in the event of a higher competing offer for Ashcourt
Rowan.
See Appendix 2 for further details of these irrevocable
undertakings, including the circumstances in which they cease to be
binding.
Other than the irrevocable undertaking given by Jonathan Polin
as described above, the irrevocable undertakings obtained by Towry
prior to or on the date of the First Announcement have now ceased
to be binding.
8. Documents available for inspection
In addition to the documents which are already available for
inspection, as set out in the First Announcement and the Scheme
Document, copies of the following documents will be made available
on Towry's website at www.towry.com and on Ashcourt Rowan's website
at www.ashcourtrowan.com by no later than 12:00 noon (London time)
on the Business Day following the date of this announcement:
-- the irrevocable undertakings referred to in paragraph 7,
further details of which are set out in Appendix 2 to this
announcement; and
-- the amended Facilities Agreement referred to in paragraph 6.
The contents of Towry's and Ashcourt Rowan's websites are not
incorporated into and do not form part of this announcement.
9. General
The summary of offer-related arrangements included in the Scheme
Document applies without amendment in respect of the Increased
Offer save for the replacement of the Settlement Agreements by the
New Settlement Agreements in order to reflect the revised payments
as set out in paragraph 5 of this announcement.
Towry Finance reserves the right to elect (with the consent of
the Panel) to implement the Transaction by way of an Offer under
the City Code for the entire issued and to be issued share capital
of Ashcourt Rowan not already held by Towry Finance as an
alternative to the Scheme. In such an event an Offer will be
implemented on the same terms (subject to appropriate amendments),
so far as applicable, as those which would apply to the Scheme and
subject to the amendments referred to in the Scheme Document.
Save in respect of the Transaction Consideration, the Increased
Offer is subject to the Conditions and other terms set out in the
Scheme Document. Appendix 1 to this announcement contains bases and
sources of certain information contained in this announcement.
Details of irrevocable undertakings received by Towry are set out
in Appendix 2 to this announcement. Certain terms used in this
announcement are defined in Appendix 4 to this announcement.
This announcement is not intended to and does not constitute or
form part of any offer to sell or subscribe for or any invitation
to purchase or subscribe for any securities or the solicitation of
any vote or approval in any jurisdiction pursuant to the
Transaction or otherwise. The Scheme Document and the Supplemental
Scheme Document to be published in due course will together contain
the full terms and conditions of the Transaction, including details
of how to vote in respect of the Transaction. Any decision in
respect of, or other response to, the Transaction should be made
only on the basis of the information contained in the Scheme
Document and, once published, the Supplemental Scheme Document.
This announcement does not constitute a prospectus or prospectus
equivalent document.
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe any applicable requirements. In particular, the
ability of persons who are not resident in the United Kingdom to
vote their Ashcourt Rowan Shares with respect to the Scheme at the
Court Meeting, or to execute and deliver forms of proxy appointing
another to vote at the Court Meeting on their behalf, may be
affected by the laws of the relevant jurisdictions in which they
are located. This announcement has been prepared for the purpose of
complying with English law and the City Code and the information
disclosed may not be the same as that which would have been
disclosed if this announcement had been prepared in accordance with
the laws of jurisdictions outside the United Kingdom.
Copies of this announcement and any formal documentation
relating to the Transaction are not being, and must not be,
directly or indirectly, mailed or otherwise forwarded, distributed
or sent in or into or from any Restricted Jurisdiction and persons
receiving such documents (including custodians, nominees and
trustees) must not mail or otherwise forward, distribute or send it
in or into or from any Restricted Jurisdiction. If the Transaction
is implemented by way of an Offer (unless otherwise permitted by
applicable law and regulation), the Offer may not be made directly
or indirectly, in or into, or by the use of mails or any means or
instrumentality (including, but not limited to, facsimile, e-mail
or other electronic transmission, telex or telephone) of interstate
or foreign commerce of, or of any facility of a national, state or
other securities exchange of any Restricted Jurisdiction and the
Offer may not be capable of acceptance by any such use, means,
instrumentality or facilities.
Notice to US investors in Ashcourt Rowan: the Transaction
relates to the shares of an English company and is being made by
means of a scheme of arrangement provided for under English company
law. A transaction effected by means of a scheme of arrangement is
not subject to the tender offer rules or the proxy solicitation
rules under the US Exchange Act. Accordingly, the Transaction is
subject to the disclosure requirements and practices applicable in
the United Kingdom to schemes of arrangement which differ from the
disclosure requirements of United States tender offer and proxy
solicitation rules. If, in the future, Towry Finance exercises the
right to implement the Transaction by way of a takeover offer and
determines to extend the offer into the United States, the
Transaction will be made in compliance with applicable United
States laws and regulations. Financial information included in this
announcement and the Scheme Document has been or will have been
prepared in accordance with accounting standards applicable in the
United Kingdom that may not be comparable to financial information
of US companies or companies whose financial statements are
prepared in accordance with generally accepted accounting
principles in the United States.
It may be difficult for US holders of Ashcourt Rowan Shares to
enforce their rights and any claim arising out of the US federal
laws, since Ashcourt Rowan and Towry are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of Ashcourt Rowan
Shares may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgement.
Morgan Stanley, which is authorised by the Prudential Regulation
Authority and regulated by the FCA and the Prudential Regulation
Authority in the UK, is acting exclusively for Towry and no one
else in connection with the Transaction and will not be responsible
to anyone other than Towry for providing the protections afforded
to clients of Morgan Stanley or for providing advice in relation to
the Transaction or any other matters referred to in this
announcement.
Keefe, Bruyette & Woods which is authorised and regulated by
the FCA in the UK, is acting exclusively for Ashcourt Rowan and no
one else in connection with the Transaction and will not be
responsible to anyone other than Ashcourt Rowan for providing the
protections afforded to clients of Keefe, Bruyette & Woods or
for providing advice in relation to the Transaction or any other
matters referred to in this announcement.
Cantor Fitzgerald which is authorised and regulated by the FCA
in the UK, is acting exclusively for Ashcourt Rowan and no one else
in connection with the Transaction and will not be responsible to
anyone other than Ashcourt Rowan for providing the protections
afforded to clients of Cantor Fitzgerald or for providing advice in
relation to the Transaction or any other matters referred to in
this announcement.
Cautionary Note Regarding Forward-Looking Statements
This announcement contains certain forward-looking statements
with respect to the financial condition, results of operations and
business of Ashcourt Rowan and certain plans and objectives of
Towry with respect thereto. These forward-looking statements can be
identified by the fact that they do not relate only to historical
or current facts. Forward-looking statements often use words such
as "anticipate", "target", "expect", "estimate", "intend", "plan",
"goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning.
These statements are based on assumptions and assessments made by
Ashcourt Rowan, and/or Towry in light of their experience and their
perception of historical trends, current conditions, future
developments and other factors they believe appropriate. By their
nature, forward-looking statements involve risk and uncertainty,
because they relate to events and depend on circumstances that will
occur in the future and the factors described in the context of
such forward-looking statements in this document could cause actual
results and developments to differ materially from those expressed
in or implied by such forward-looking statements. Although it is
believed that the expectations reflected in such forward-looking
statements are reasonable, no assurance can be given that such
expectations will prove to have been correct and you are therefore
cautioned not to place undue reliance on these forward-looking
statements which speak only as at the date of this document.
Neither Ashcourt Rowan or Towry assumes any obligation to update or
correct the information contained in this document (whether as a
result of new information, future events or otherwise), except as
required by applicable law.
There are several factors which could cause actual results to
differ materially from those expressed or implied in
forward-looking statements. Among the factors that could cause
actual results to differ materially from those described in the
forward-looking statements are changes in the global, political,
economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future
business combinations or dispositions.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of an
offeree company or of any securities exchange offeror (being any
offeror other than an offeror in respect of which it has been
announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement
of the offer period and, if later, following the announcement in
which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the
person's interests and short positions in, and rights to subscribe
for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s). An Opening Position
Disclosure by a person to whom Rule 8.3(a) applies must be made by
no later than 3.30 pm (London time) on the 10(th) business day
following the commencement of the offer period and, if appropriate,
by no later than 3.30 pm (London time) on the 10(th) business day
following the announcement in which any securities exchange offeror
is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange
offeror prior to the deadline for making an Opening Position
Disclosure must instead make a Dealing Disclosure. Under Rule
8.3(b) of the Code, any person who is, or becomes, interested in
one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror, save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing. If two or more
persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in
relevant securities of an offeree company or a securities exchange
offeror, they will be deemed to be a single person for the purpose
of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. If you are in any doubt as to whether you are required
to make an Opening Position Disclosure or a Dealing Disclosure, you
should contact the Panel's Market Surveillance Unit on +44 (0)20
7638 0129.
Information relating to Ashcourt Rowan Shareholders
Please be aware that addresses, electronic addresses and certain
other information provided by Ashcourt Rowan Shareholders, persons
with information rights and other relevant persons for the receipt
of communications from Ashcourt Rowan may be provided to Towry
Finance during the Offer Period as required under Section 4 of
Appendix 4 to the City Code.
Publication on Website
A copy of this announcement will be available free of charge,
subject to certain restrictions relating to persons resident in any
Restricted Jurisdictions, on Towry's website at www.towry.com and
on Ashcourt Rowan's website at www.ashcourtrowan.com by no later
than 12:00 noon (London time) on the Business Day following the
date of this announcement in accordance with Rule 30.4 of the City
Code.
The contents of Towry's website and Ashcourt Rowan's websites
are not incorporated into and do not form part of this
announcement.
Electronic communications
If you have received this document electronically and are a
participant in the Ashcourt Rowan Long Term Incentive Plan, you may
request a hard copy of this document, free of charge, by calling
Computershare Investor Services plc on 0870 707 1279 or by writing
to Computershare Investor Services plc at The Pavilions,
Bridgewater Road, Bristol BS99 6ZY stating your name, and the
address to which the hard copy version should be sent. You may also
request that all future documents, announcements and information to
be sent to you in relation to the Acquisition should be in hard
copy form. Unless you have previously elected to receive hard
copies of any such documents, announcements or information, hard
copies shall not be sent but you may request them.
APPENDIX 1
SOURCES OF INFORMATION AND BASES OF CALCULATION
1. The cash value of the Transaction is calculated on the basis
of the fully diluted number of Ashcourt Rowan Shares in issue
referred to in paragraph 3 below.
2. As at the close of business on 11 March 2015, being the last
business day prior to the date of this announcement, Ashcourt Rowan
had in issue 35,489,566 Ashcourt Rowan Shares. The International
Securities Identification Number for Ashcourt Rowan Shares is
GB00B6540P35.
3. The fully diluted share capital of Ashcourt Rowan (being
35,944,100 Ashcourt Rowan Shares) is calculated on the basis
of:
-- the number of issued Ashcourt Rowan Shares referred to in paragraph 2 above; and
-- any further Ashcourt Rowan Shares which may be issued on or
after the date of this announcement on the exercise of options or
vesting of awards under the Ashcourt Rowan Share Schemes, amounting
in aggregate to 454,534 Ashcourt Rowan Shares.
4. Unless otherwise stated, all prices and closing prices for
Ashcourt Rowan Shares are closing middle market quotations derived
from the London Stock Exchange Daily Official List (SEDOL).
5. The premium calculations to the price per Ashcourt Rowan
Share have been calculated by reference to a price of 168.5 pence
per Ashcourt Rowan Share (being the Closing Price on 30 January
2015, the last business day before the commencement of the Offer
Period).
6. The average Closing Price per Ashcourt Rowan Share of 176.9
pence over the three month period ended 30 January 2015 is derived
from data provided by Factset.
APPENDIX 2
DETAILS OF IRREVOCABLE UNDERTAKINGS
Ashcourt Rowan Directors' irrevocable undertakings
Name of Ashcourt Number of Ashcourt Percentage of Ashcourt
Rowan Director Rowan Shares Rowan issued share
capital
------------------ ------------------- -----------------------
Jonathan Polin 231,645 0.65
------------------ ------------------- -----------------------
Jim Roberts 28,099 0.08
------------------ ------------------- -----------------------
These irrevocable undertakings remains binding in the event that
a higher competing offer for Ashcourt Rowan is made, but cease to
be binding if:
(A) the Scheme is withdrawn or lapses in accordance with its
terms, except where the Scheme is withdrawn or lapses as a result
of Towry Finance exercising its right to implement the Transaction
by way of an Offer in accordance with the City Code;
(B) in the event that the Transaction is implemented by way of
an Offer, the Offer lapses or is withdrawn; or
(C) the Scheme does not become effective prior to 2 August 2015.
Other irrevocable undertakings
Name of Ashcourt Number of Ashcourt Percentage of Ashcourt
Rowan Shareholder Rowan Shares Rowan issued share
capital
----------------------- ------------------- -----------------------
Tetragon Financial
Group 10,642,500 29.99
----------------------- ------------------- -----------------------
The Jodi One Trust 4,463,798 12.58
----------------------- ------------------- -----------------------
The Major Trust 3,422,637 9.64
----------------------- ------------------- -----------------------
Kestrel Investment
Partners 3,383,909 9.53
----------------------- ------------------- -----------------------
River and Mercantile 2,337,635 6.59
----------------------- ------------------- -----------------------
Artemis 1,750,000 4.93
----------------------- ------------------- -----------------------
Cygnet Capital 1,080,760 3.05
----------------------- ------------------- -----------------------
Micro Trading Capital 1,032,433 2.91
----------------------- ------------------- -----------------------
Total 28,113,672 79.22
----------------------- ------------------- -----------------------
These irrevocable undertakings remain binding in the event that
a higher competing offer for Ashcourt Rowan is made, but cease to
be binding if:
(D) the Scheme is withdrawn or lapses in accordance with its
terms, except where the Scheme is withdrawn or lapses as a result
of Towry Finance exercising its right to implement the Transaction
by way of an Offer in accordance with the City Code;
(E) in the event that the Transaction is implemented by way of
an Offer, the Offer lapses or is withdrawn; or
(F) the Scheme does not become effective prior to 2 August 2015.
The irrevocable undertaking from Artemis also ceases to be
binding if the price per Ashcourt Rowan Share in the Supplemental
Scheme Document or offer document (as applicable) is less than 333
pence.
Irrevocable undertakings obtained prior to or on the date of the
First Announcement
Other than the irrevocable undertaking given by Jonathan Polin
as detailed above, the irrevocable undertakings obtained by Towry
prior to or on the date of the First Announcement (details of which
are set out in the First Announcement and the Scheme Document) have
now ceased to be binding in accordance with their terms.
APPENDIX 3
The New Loan Notes will be substantially on the same terms as
the Loan Notes (as described in the Scheme Document), save for the
following terms (and consequential amendments):
-- The New Loan Notes will initially carry a coupon of 12% per
annum which shall accrue with effect from the date of issue of the
New Loan Notes. This coupon shall increase to (i) 15% with effect
from three calendar months after the date of issue of the New Loan
Notes; and (ii) 18% with effect from six calendar months after the
date of issue of the New Loan Notes.
-- The coupon will accrue on the New Loan Notes on a daily basis
and shall be compounded on an annual basis.
-- The accrued coupon will be added to the Redemption Amount of
the New Loan Notes and shall only be payable on redemption of the
New Loan Notes. There shall be no further premium payable on
redemption of the New Loan Notes, regardless of when such
redemption occurs (and accordingly Condition 2(C) as set out in the
Loan Note Instrument shall not be included in the New Loan Note
Instrument).
-- Subject to compliance with obligations under the Facilities
Agreement, the New Loan Notes are redeemable by Towry in whole or
in part at any time in its absolute discretion by at least seven
days' notice to the holders of the New Loan Notes, using the
proceeds of a further issue of notes, debt or another method of
fund-raising permitted under the Facilities Agreement.
-- The Loan Notes shall be issued credited as fully paid in
denominations or integral multiples of 1 pence Sterling (GBP0.01)
in nominal amount.
APPENDIX 4
DEFINITIONS
"Ashcourt Rowan" Ashcourt Rowan plc, incorporated
in England and Wales with registered
number 05406945
"Ashcourt Rowan Directors" the directors of Ashcourt Rowan
as at the date of this announcement
or, where the context so requires,
the directors of Ashcourt Rowan
from time to time
"Ashcourt Rowan General the general meeting of Ashcourt
Meeting" Rowan Shareholders convened to consider
and if thought fit pass, amongst
other things, a special resolution
in relation to the Scheme and the
Transaction
"Ashcourt Rowan Share Schemes" the Ashcourt Rowan plc Long Term
Incentive Plan, Ashcourt Rowan plc
Share Incentive Plan and the contracts
for differences comprising the Ashcourt
Rowan Growth Securities Ownership
Plan
"Ashcourt Rowan Shareholders" the holders of Ashcourt Rowan Shares
"Ashcourt Rowan Shares" the ordinary shares of 20 pence
each in the capital of Ashcourt
Rowan
"Board" the board of directors
"Business Day" a day, (other than a Saturday, Sunday,
public or bank holiday) on which
banks are generally open for business
in London other than solely for
trading and settlement in Euro
"Cantor Fitzgerald" Cantor Fitzgerald Europe, an unlimited
liability company which is authorised
and regulated by the FCA and whose
registered address is 1 Churchill
Place, London E14 5RB
"City Code" the City Code on Takeovers and Mergers
"Closing Price" the closing middle market quotations
of a share derived from the Daily
Official List of the London Stock
Exchange
"Conditions" the conditions to the Transaction
set out in Part Three of the Scheme
Document
"Court" the High Court of Justice in England
and Wales
"Court Meeting" the meeting of the Ashcourt Rowan
Shareholders convened by order of
the Court pursuant to section 899
of the Companies Act 2006 for the
purpose of considering and, if thought
fit, approving the Scheme (with
or without amendment) and any adjournment
thereof
"Executives" Jonathan Polin, Alfio Tagliabue
and Steve Haines
"Facilities Agreement" the facility agreement dated 1 February
2015 between, amongst others, Towry
as parent, Towry Finance as original
borrower, certain Subsidiaries of
Towry (as guarantors), GE Corporate
Finance Bank SAS, HSBC Bank plc,
The Royal Bank of Scotland plc and
Intermediate Capital Managers Limited
as mandated lead arrangers and The
Royal Bank of Scotland plc as agent
and security agent, as amended on
11 March 2015 and as it may be further
amended from time to time
"First Announcement" the announcement made by Towry and
Ashcourt Rowan in relation to the
Transaction dated 2 February 2015
"FCA" the Financial Conduct Authority
"GSOP" the Ashcourt Rowan Growth Securities
Ownership Plan approved by Ashcourt
Rowan Shareholders in 2012 and known
as the "Ashcourt Rowan 2012 Share
Based Incentive Plan"
"Increased Offer" means the Transaction on the terms
and subject to the Conditions described
in this announcement
"Keefe, Bruyette & Woods" Stifel Nicolaus Europe Limited,
trading as Keefe, Bruyette & Woods
Europe
"Loan Notes" the unsecured loan notes described
in the Scheme Document
"Loan Note Instrument" the document constituting the Loan
Notes
"London Stock Exchange" London Stock Exchange plc
"Meetings" the Court Meeting and the Ashcourt
Rowan General Meeting
"Morgan Stanley" Morgan Stanley & Co. International
plc
"New Loan Notes" the loan notes to be issued by Towry
to Ashcourt Rowan Shareholders as
part of the Transaction Consideration,
the terms of which are set out in
Appendix 3
"New Loan Note Instrument" the document which will constitute
the New Loan Notes
"New Ashcourt Rowan General the general meeting of Ashcourt
Meeting" Rowan Shareholders to be convened
to consider and, if thought fit,
pass, amongst other things, a special
resolution in relation to the Scheme
and the Transaction as amended by
the Increased Offer
"New Settlement Agreements" the settlement agreements entered
into between Ashcourt Rowan and
each of the Executives dated 12
March 2015 which replace the Settlement
Agreements
"Offer" should the Transaction be implemented
by way of a takeover offer as defined
in Chapter 3 of Part 28 of the Companies
Act 2006, the offer to be made by
or on behalf of Towry to acquire
the entire issued and to be issued
ordinary share capital of Ashcourt
Rowan and, where the context admits,
any subsequent revision, variation,
extension or renewal of such offer
"Offer Period" the offer period (as defined by
the City Code) relating to Ashcourt
Rowan which commenced on 2 February
2015 (being the date of the First
Announcement)
"Opening Position Disclosure" an announcement containing details
of interests or short positions
in, or rights to subscribe for,
any relevant securities of a party
to the offer if the person concerned
has such a position
"Overseas Shareholders" Scheme Shareholders who are resident
in, ordinarily resident in, or citizens
of, jurisdictions outside the United
Kingdom
"Panel" the Panel on Takeovers and Mergers
"Restricted Jurisdiction" any jurisdiction where local laws
or regulations may result in a significant
risk of civil, regulatory or criminal
exposure if information concerning
the Transaction is sent or made
available to Ashcourt Rowan Shareholders
in that jurisdiction
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies Act
2006 between Ashcourt Rowan and
Ashcourt Rowan Shareholders to implement
the Transaction, as set out in Part
Four of the Scheme Document and
as amended in accordance with its
terms to reflect the Increased Offer
"Scheme Document" the document dated 23 February 2015
dispatched or otherwise made available
to Ashcourt Rowan Shareholders in
connection with the Scheme including
the particulars required by section
897 of the Companies Act 2006, which
is available on Towry's website
at www.towry.com and on Ashcourt
Rowan's website at www.ashcourtrowan.com
"Scheme Shareholder" holders of Scheme Shares
"Scheme Shares" 1. the Ashcourt Rowan Shares in issue
at the date of the Scheme Document;
2. any Ashcourt Rowan Shares issued
after the date of the Scheme Document
and prior to the Voting Record
Time; and
3. any Ashcourt Rowan Shares issued
at or after the Voting Record Time
and prior to 6.00 p.m. on the day
before the date on which the Scheme
Court Order is made in respect
of which the original or any subsequent
holder thereof is bound by the
Scheme, or shall by such time have
agreed in writing to be bound by
the Scheme
"Settlement Agreements" the settlement agreements entered
into between Ashcourt Rowan and
each of the Executives dated 1 February
2015
"Supplemental Scheme Document" means the document to be published
as a supplement to the Scheme Document
and containing details of the Increased
Offer and certain other matters
"Towry" Towry Holdings Limited, incorporated
in England and Wales with registered
number 04773122
"Towry Finance" Towry Finance Company Limited, incorporated
in England and Wales with registered
number 05721344
"Transaction" the proposed acquisition of the
entire issued and to be issued share
capital of Ashcourt Rowan by Towry
Finance, to be effected by the Scheme
as described in the Scheme Document
and this announcement (or by the
Offer under certain circumstances
described in the Scheme Document)
"Transaction Consideration" the consideration payable in respect
of the Ashcourt Rowan Shares in
connection with the Transaction,
being 333 pence in cash plus a principal
amount of 16 pence of New Loan Notes
per Ashcourt Rowan Share (subject
to the principal amount of the New
Loan Notes being reduced by the
payment of further cash as described
in this announcement)
"UK" or "United Kingdom" the United Kingdom of Great Britain
and Northern Ireland
"US" or "United States" the United States of America, its
territories and possessions, any
state of the United States of America
and the District of Columbia
"Voting Record Time" 6.00 p.m. on the day prior to the
day immediately before the Court
Meeting or any adjournment thereof
(as the case may be)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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