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: (+44) 20 7871 7373
Cantor Fitzgerald (Lead financial adviser, Rule 3 adviser, NOMAD
and broker to Ashcourt Rowan)
Rishi Zaveri Tel: (+44) 20 7894 7000
Rick Thompson
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
Towry
Rob Devey Tel: (+44) 1344 828292
Morgan Stanley (Financial adviser to Towry)
Matthew Jarman Tel: (+44) 20 7425 8000
Shirav Patel
Instinctif Partners (Public Relations adviser to Towry)
Tony Friend Tel: (+44) 20 7457 2020
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 +44 (0)20
7638 0129.
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 +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 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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