Ashcourt Rowan : Results of Court Meeting and General Meeting



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.

2 April 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")

Results of the Court Meeting and the New Ashcourt Rowan General Meeting

Scheme approved by Ashcourt Rowan Shareholders

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") as set out in the Scheme Circular dated 23 February 2015 (the "Scheme Circular") and as amended pursuant to the supplemental circular sent to shareholders of Ashcourt Rowan in connection with the Scheme (the "Supplemental Circular") which was posted on 17 March 2015 explaining the Increased Offer.

Ashcourt Rowan announces that, earlier today, the Scheme was approved by the Ashcourt Rowan Shareholders at the Court Meeting and the special resolution to approve and implement the Scheme was passed at the New Ashcourt Rowan General Meeting.

Court Meeting

At the Court Meeting, the amendments to the Scheme to reflect the Increased Offer were approved by the requisite majority on a show of hands and the Scheme was approved by the requisite majority on a poll vote. A majority in number of the Scheme Shareholders who voted (either in person or by proxy) voted to approve the amendments to the Scheme to reflect the Increased Offer. Details of the votes cast were as follows:

	Number of Scheme Shareholders who voted
For	4
Against	1

Details of relevant proxies were as follows:

Number of shares in respect of which proxy appointments have been validly made	Proxy votes for the resolution	Proxy rates against the resolution
25,930,982	25,930,932	50

A majority in number of the Scheme Shareholders who voted (either in person or by proxy), representing over 75 per cent. in value of the Scheme Shares held by Scheme Shareholders who voted (either in person or by proxy), voted to approve the Scheme. Details of the votes cast were as follows:

	Number of Scheme Shareholders who voted and percentage of voting shareholders that represents	Number of Scheme Shares voted and percentage of total shares voted that represents	Total Scheme Shares voted as a percentage of total issued shares
For	51 (98%)	30,397,930 (100%)	85.65%
Against	1 (2%)	50 (0%)	0.00%
Total	52 (100%)	30,397,980 (100%)	85.65%

New Ashcourt Rowan General Meeting

At the New Ashcourt Rowan General Meeting, the special resolution to approve the amended Scheme and the ordinary resolutions to approve payments to Jonathan Polin and Alfio Tagliabue were passed by the requisite majorities on a show of hands. The full text of the resolutions is contained in the Notice of Ashcourt Rowan's General Meeting set out in the Supplemental Circular, which is available on Ashcourt Rowan's website at www.ashcourtrowan.com. The voting results for the resolutions were as follows:

No.	Resolution	Votes For	Votes Against	Votes Withheld*
1	Approve and implement the Scheme	5	0	0
2	Approve the aggregate payments for loss of office of £1,803,108 by Ashcourt Rowan to Jonathan Polin	3	2	0
3	Approve the aggregate payments for loss of office of £586,330 by Ashcourt Rowan to Alfio Tagliabue	3	2	0

Details of the relevant proxies were as follows:

Resolution	Number of shares in respect of which proxy appointments had been validly made	Proxy votes for the resolution	Proxy votes against the resolution	Number of shares in respect of which proxy votes withheld	Number of shares with third party proxy discretion
1	26,058,416	22,635,743	0	36	3,422,637
2	26,058,416	22,014,705	353,394	267,680	3,422,637
3	26,058,416	22,246,350	352,957	36,472	3,422,637

* Votes withheld do not count in the total of votes cast.

At 2 April 2015:

Total shares in issue:	35,489,566
Shares held in Treasury:	Nil
Total number of voting rights:	35,489,566

Next steps

Completion of the Scheme remains subject to the satisfaction or (if capable of waiver) waiver of the remaining conditions set out in Part 3 of the Scheme Circular, including the sanction of the Scheme by the Court. 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.

Following the Effective Date, share certificates in respect of Ashcourt Rowan Shares will cease to be valid and entitlements to Ashcourt Rowan Shares held within the CREST system will be cancelled. The admission to trading on AIM of the Ashcourt Rowan Shares will be cancelled with effect from the business day after the Effective Date.

Capitalised terms used but not defined in this announcement (including the Appendix) have the meanings set out in the Scheme Circular and the Supplemental Circular.

Enquiries:
Ashcourt Rowan
Jonathan Polin	Tel: [phone]
Cantor Fitzgerald (Lead financial adviser, Rule 3 adviser, NOMAD and broker to Ashcourt Rowan)
Rishi Zaveri Rick Thompson Will Goode	Tel: [phone]
Keefe, Bruyette & Woods, a Stifel Company (Financial adviser to Ashcourt Rowan)
John Paul McGrath Stephen Howard	Tel: [phone]
Maitland (Public Relations adviser to Ashcourt Rowan)
Neil Bennett Daniel Yea Martin Barrow	Tel: [phone]

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 Circular 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 Circular 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 Circular 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 Circular 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 [phone].

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 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 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 [phone] 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.

The following dates are indicative only and are subject to change (1)
Last day of dealings in Ashcourt Rowan Shares	the day before the Effective Date
Dealings in Ashcourt Rowan Shares suspended in London	5.00 p.m. on the day before the 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 Shares	7.00 a.m. on the day following the Effective Date
Long Stop Date	2 August 2015
Despatch of cheques and crediting of CREST for cash consideration due under the Scheme	within 14 days of the Effective date
(1) These dates are indicative only and will depend, among other things, on the date upon which the conditions are satisfied, (ii) the Court sanctions the Scheme, and (iii) 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

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