TIDMARP
RNS Number : 7104H
Ashcourt Rowan PLC
17 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.
FOR IMMEDIATE RELEASE 17 March 2015
Recommended Increased Offer
for
Ashcourt Rowan plc ("Ashcourt Rowan")
by
Towry Finance Company Limited ("Towry Finance")
a wholly-owned subsidiary of
Towry Holdings Limited ("Towry")
to be effected
by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006
Adjournment of Court Meeting and General Meeting
and
Publication of Supplemental Scheme Document
On 12 March 2015, the boards of Towry and Ashcourt Rowan
announced that they had reached agreement on the terms of an
increased offer to be made by Towry Finance Company Limited (the
"Increased Offer") for the entire issued and to be issued share
capital of Ashcourt Rowan (the "Acquisition") to be implemented by
means of a scheme of arrangement under Part 26 of the Companies Act
2006 (the "Scheme").
Ashcourt Rowan is pleased to announce that a supplemental
circular in relation to the Scheme (the "Supplemental Circular")
containing, amongst other things, details of the revised
consideration payable under the Increased Offer, an indicative
timetable of principal events, notice of the new general meeting of
Ashcourt Rowan Shareholders and details of the action to be taken
by Ashcourt Rowan Shareholders has been published today and is
being posted to Ashcourt Rowan Shareholders. The Supplemental
Circular is supplemental to, and should be read together with, the
Scheme Document.
Court Meeting and General Meeting
Earlier today, the Court Meeting was opened and adjourned until
9.00 a.m. on 2 April 2015 to enable Ashcourt Rowan Shareholders to
consider and, if thought fit, approve (i) the amendment of the
Scheme to reflect the terms of the Increased Offer and (ii) to
approve the Scheme as so amended. In addition the Ashcourt Rowan
General Meeting has been adjourned indefinitely and replaced by the
New Ashcourt Rowan General Meeting to consider resolutions which
reflect the Increased Offer.
As described in the Scheme Document, in order to approve the
terms of the Acquisition, Ashcourt Rowan Shareholders will need to
vote in favour of the resolution to be proposed at the reconvened
Court Meeting and the special resolution to be proposed at the New
Ashcourt Rowan General Meeting. The Scheme will also require the
sanction of the Court.
The adjourned Court Meeting and the New Ashcourt Rowan General
Meeting are scheduled to be held at the offices of CMS Cameron
McKenna LLP, Mitre House, 160 Aldersgate Street, London, EC1A 4DD,
on 2 April 2015, with the Court Meeting scheduled to reconvene at
9.00 a.m. and the General Meeting scheduled to commence at 9.10
a.m. (or as soon thereafter as the Court Meeting is concluded or
adjourned). Notice of the New Ashcourt Rowan General Meeting is set
out in the Supplemental Circular.
Subject to the approval of Ashcourt Rowan Shareholders at the
Court Meeting and the New Ashcourt Rowan General Meeting, the
sanction of the Scheme by the Court and the satisfaction or waiver
of the other conditions to which the Scheme is subject, it is
expected that the Scheme will become effective in late April or
early May 2015. The expected timetable of principal events for the
implementation of the Acquisition is attached as an Appendix to
this announcement. If any of the key dates set out in the expected
timetable change, an announcement will be made via a Regulatory
Information Service.
Capitalised terms used but not defined in this announcement
(including the Appendix) have the meanings set out in the
Supplemental Circular and the Scheme Document.
Enquiries:
Ashcourt Rowan
Jonathan Polin Tel: (+44) 20 7871 7373
Cantor Fitzgerald Europe (Lead financial adviser, Rule 3 adviser,
NOMAD and broker to Ashcourt Rowan)
Rishi Zaveri Tel: (+44) 20 7894 7000
Will Goode
Keefe, Bruyette & Woods, a Stifel Company (Financial adviser to
Ashcourt Rowan)
John Paul McGrath Tel: (+44) 20 7663 5400
Stephen Howard
Maitland (Public Relations adviser to Ashcourt Rowan)
Neil Bennett Tel: (+44) 20 7379 5151
Daniel Yea
Martin Barrow
This announcement is for information purposes only and it 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 Acquisition or otherwise. The
Acquisition will be made solely pursuant to the terms of the Scheme
Document as amended by the Supplemental Circular, which will
contain the full terms and conditions of the Acquisition, including
details of how to vote in respect of the Acquisition. Any decision
in respect of, or other response to, the Acquisition should be made
only on the basis of the information contained in the Scheme
Document as amended by the Supplemental Circular.
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
participate in the Acquisition may be affected by the laws of the
relevant jurisdictions in which they are located. Further details
in relation to overseas Shareholders are contained in the Scheme
Document and Supplemental Circular. This announcement has been
prepared for the purpose of complying with English law, the AIM
Rules 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 England and Wales.
Copies of this announcement and any formal documentation
relating to the Acquisition 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 Acquisition
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 Acquisition
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 Acquisition 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 Acquisition by way of a takeover offer and
determines to extend the offer into the United States, the
Acquisition 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.
Important notices relating to financial advisers
Cantor Fitzgerald Europe Limited 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 Acquisition and will
not be responsible to anyone other than Ashcourt Rowan for
providing the protections afforded to clients of Cantor Fitzgerald
Europe Limited or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Keefe, Bruyette & Woods Limited 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 Acquisition and will
not be responsible to anyone other than Ashcourt Rowan for
providing the protections afforded to clients of Keefe, Bruyette
& Woods Limited or for providing advice in relation to the
Acquisition or any other matters referred to in this
announcement.
Dealing and Opening Position Disclosure Requirements
Under Rule 8.3(a) of the City 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 City 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.
Publication on Website
A copy of this announcement and the Supplemental Circular 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.
Ashcourt Rowan Shareholders may request a hard copy of this
announcement by contacting Scott Burns of CMS Cameron McKenna LLP
during business hours on +44 131 228 8000 or by submitting a
request in writing to Scott Burns at CMS Cameron McKenna LLP,
Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out the expected dates
for implementation of the Acquisition.
Voting Record Time for the 6.00 p.m. on 31 March 2015(1)
Court Meeting and the General
Meeting
Latest time for lodging forms
of proxy for the:
Court Meeting (blue form) 9.00 a.m. on 31 March 2015(2)
General Meeting (pink form) 9.10 a.m. on 31 March 2015(3)
Court Meeting 9.00 a.m. on 2 April 2015
New Ashcourt Rowan General 9.10 a.m. on 2 April 2015(4)
Meeting
The following dates are indicative only and are subject to change(5)
Last day of dealings in Ashcourt the day before the Effective Date
Rowan Shares
Dealings in Ashcourt Rowan 5.00 p.m. on the day before the
Shares suspended in London Effective Date
Scheme Record Time 6.00 p.m. on the day before the
Effective Date
Court Hearing the Effective Date
Effective Date of the Scheme expected to be in late April or
early May 2015
De-listing of Ashcourt Rowan 7.00 a.m. on the day following the
Shares Effective Date
Long Stop Date 2 August 2015
Despatch of cheques and crediting within 14 days of the Effective
of CREST for cash consideration date
due under the Scheme
1) If either the Court Meeting or the New Ashcourt Rowan General
Meeting is adjourned, the Voting Record Time for the relevant
adjourned meeting will be 6.00 p.m. on the day which is two days
prior to the date of the adjourned meeting.
2) It is requested that blue forms of proxy for the adjourned
Court Meeting be lodged not later than 48 hours prior to the
time appointed for the adjourned Court Meeting. Blue forms of
proxy not so lodged may be handed to the Chairman of the Court
Meeting at the adjourned Court Meeting.
3) Pink forms of proxy for the New Ashcourt Rowan General Meeting
must be lodged not later than 48 hours prior to the time appointed
for the New Ashcourt Rowan General Meeting.
4) Or as soon thereafter as the Court Meeting shall have concluded
or been adjourned.
5) These dates are indicative only and will depend, among other
things, on the date upon which (i) the Court sanctions the Scheme,
and (ii) the Court Order is delivered to the Registrar of Companies.
All references in this document to times are to London time unless
otherwise stated.
The dates and times given are indicative only and are based on
Towry's and Ashcourt Rowan's current expectations and may be
subject to change. If any of the dates above change, the revised
dates or times will be notified to Ashcourt Rowan Shareholders by
announcement through the Regulatory News Service of the London
Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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