Ashcourt Rowan PLC FCA Approval and Court Hearing (0366L)

TIDMARP

RNS Number : 0366L

Ashcourt Rowan PLC

22 April 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.

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")

FCA Approval and Court Hearing

Ashcourt Rowan and Towry are pleased to announce that, in connection with the Recommended Increased Offer by Towry Finance for the entire issued and to be issued share capital of Ashcourt Rowan (the "Acquisition"), the FCA has given its approval in connection with the change in control of Ashcourt Rowan to Towry and, accordingly of the Acquisition. Accordingly Condition 1(B) of the Scheme has been satisfied, but the other conditions to the Scheme continue to apply (save for 1(A)(i) and (ii) which have been satisfied).

The Court Hearing to seek the Court's sanction of the Scheme is scheduled to take place on 7 May 2015, with the Effective Date of the Scheme anticipated to be 7 May 2015. Accordingly, it is anticipated that the admission of Ashcourt Rowan to trading on AIM will be cancelled on 8 May 2015 and cheques will be despatched to Ashcourt Rowan Shareholders (or CREST accounts will be credited, as appropriate) by no later than 21 May 2015. To the extent that any of these dates change, notice of any such changes will be announced by Ashcourt Rowan through the Regulatory News Service of the London Stock Exchange.

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 the Regulatory News Service of the London Stock Exchange.

Capitalised terms used but not defined in this announcement (including the Appendix) have the meanings set out in the Scheme Document dated 23 February 2015 and the Supplemental Circular dated 17 March 2015.

 
 Enquiries: 
 Ashcourt Rowan 
 Jonathan Polin                Tel: [phone] 
 Cantor Fitzgerald (Lead financial adviser, Rule 3 adviser, NOMAD 
  and broker to Ashcourt Rowan) 
 Rishi Zaveri                  Tel: [phone] 
  Rick Thompson 
  Will Goode 
 Keefe, Bruyette & Woods, a Stifel Company (Financial adviser 
  to Ashcourt Rowan) 
 John Paul McGrath             Tel: [phone] 
  Stephen Howard 
 Maitland (Public Relations adviser to Ashcourt Rowan) 
 Neil Bennett                  Tel: [phone] 
  Daniel Yea 
  Martin Barrow 
 Towry 
 Rob Devey                     Tel: [phone] 
 Morgan Stanley (Financial adviser to Towry) 
 Matthew Jarman                Tel: [phone] 
  Shirav Patel 
 Instinctif Partners (Public Relations adviser to Towry) 
 Tony Friend                   Tel: [phone] 
  Nick Woods 
 

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 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 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.

Morgan Stanley & Co. International plc, 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 Acquisition and will not be responsible to anyone other than Towry for providing the protections afforded to clients of Morgan Stanley & Co. International plc 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 timetable sets out the expected dates for implementation of the Acquisition(1) .

 
 Last day of dealings in Ashcourt                                 6 May 2015 
  Rowan Shares 
 Dealings in Ashcourt Rowan                          5.00 p.m. on 6 May 2015 
  Shares suspended in London 
 Scheme Record Time                                  6.00 p.m. on 6 May 2015 
 Court Hearing                                                    7 May 2015 
 Effective Date of the Scheme                                     7 May 2015 
 De-listing of Ashcourt Rowan                        7.00 a.m. on 8 May 2015 
  Shares 
 Despatch of cheques and crediting                            by 21 May 2015 
  of CREST for cash consideration 
  due under the Scheme 
 Long Stop Date                                                2 August 2015 
       (1) The dates and times given 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. 
 All references in this document to times are to London time unless 
  otherwise stated. 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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