Ashcourt Rowan : Supplemental scheme document & meeting adjournment

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.

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 thbusiness day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10 thbusiness 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'swebsite 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'swebsite 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.

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.