REG-Ashtead Group Plc: Results of the Court Meeting and the Extraordinary General Meeting
10/06/2025 16:45
10 June 2025
Ashtead Group plc
Results of the Court Meeting and the Extraordinary General Meeting held on 10
June 2025
On 10 June 2025, Ashtead Group plc ("Ashtead") announced proposals to
establish, by means of a scheme of arrangement under Part 26 of the Companies
Act 2006, a new Delaware corporation ("Sunbelt Rentals") as the holding
company of the Ashtead group in connection with its proposed new US primary
listing (the "Scheme"). A circular (the "Circular") was published to
shareholders on 13 May 2025 containing, amongst other things, the terms of the
Scheme, the formal Notices convening the requisite shareholder meetings and
the related voting instructions. Capitalised terms used in this announcement
but not defined shall have the meaning given to them in the Circular.
Today, two meetings of Ashtead's shareholders were held at the offices of
Freshfields LLP, 100 Bishopsgate, London, EC2P 2SR in connection with the
Scheme and related matters. The first meeting was a meeting convened by an
order of the High Court of Justice made on 7 May 2025 (the "Court Meeting") to
approve the Scheme. The second meeting was a general meeting of Ashtead (the
"Extraordinary General Meeting") to approve certain matters related to the
Scheme.
Results of the Court Meeting
Ashtead is pleased to announce that, at the Court Meeting to approve the
proposed Scheme, the resolution approving the Scheme was passed by the
requisite majority on a poll.
The result of the poll taken at the Court Meeting of Ashtead shareholders is
set out as follows:
Present and Voting Voted For the Scheme Voted Against the Scheme
How Present No. of Ashtead shareholders No. of Ashtead shares represented No. of Ashtead shareholders No. of Ashtead shares represented No. of Ashtead shareholders No. of Ashtead shares represented
No. % of those present and voting No. % of those present and voting
In Person 1 801 1 801 100 0 0 0
By Proxy 88 328,776,936 73 317,066,840 96.44 33 11,710,096 3.56
Total* 89 328,777,737 74 314,067,641 96.44 33 11,710,096 3.56
*The aggregate of Ashtead shareholders voting "for" and "against" the
resolution as set out in this row exceeds the total number of Ashtead
shareholders who voted because 18 Ashtead shareholders gave instructions for
votes to be cast "for" the resolution in respect of part of their holding of
Ashtead shares and "against" the resolution in respect of another part of
their holding of Ashtead shares.
Accordingly, the resolution approving the Scheme at the Court Meeting was
passed by a majority in number (specifically 69.16%) representing at least
seventy-five per cent by number of votes (specifically 96.44%) of those
present and voting at the Court Meeting (in person or by proxy).
Results of the Extraordinary General Meeting
At the Extraordinary General Meeting, Ashtead shareholders passed each of the
special resolutions by the requisite majorities on a poll. The full text of
each resolution is contained in the Notice of Extraordinary General Meeting.
The total number of votes cast in respect of each resolution is set out in the
table below. Ashtead's issued share capital, excluding treasury shares, as at
6 June 2025 was 429,346,320 and the number of votes per share is one.
No. Resolution FOR AGAINST WITHHELD TOTAL VOTE
No. of votes % of vote No. of votes % of vote No. of votes
1. To authorise the Directors to take all necessary action to give effect to the Scheme. 311,634,427 95.94 13,201,052 4.06% 2,254,314 324,835,479
2. To authorise the reduction of share capital. 312,877,534 95.95 13,198,915 4.05% 1,013,344 326,076,449
3. To authorise (a) the paying up, allotment and issuance of New Ashtead Shares and (b) the Directors to allot such New Ashtead Shares. 312,833,414 95.94 13,243,136 4.06% 1,013,243 326,076,550
4. To authorise amendments to the existing articles of association of the Company 312,882,818 95.95% 13,199,523 4.05% 1,007,452 326,082,341
5. To authorise the delisting of Ashtead Shares from the Official List and the Equity Shares (Commercial Company) Category of the Official List and the London Stock Exchange's main market for listed securities. 304,656,847 93.79% 20,181,569 6.21% 2,251,377 324,838,416
6. To authorise the re-registration of the Company as a private company limited by shares. 311,593,979 95.93% 13,235,438 4.07% 2,260,376 324,829,417
7. To authorise the adoption of the Post-Scheme Articles of Association. 312,875,925 95.95% 13,200,778 4.05% 1,013,090 326,076,703
Completion of the Scheme
Completion of the Scheme remains subject to the sanction of the High Court of
Justice in England and Wales, the hearing in respect of which is expected to
take place in calendar Q1 2026. Exact dates are to be notified in due course.
Copies of the resolutions passed at the Court Meeting and the Extraordinary
General Meeting will be submitted shortly to the National Storage Mechanism,
where they will be available for inspection at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
ENQUIRIES
Ashtead Group Will Shaw +44 (0) 20 7726 9700
H/Advisors Maitland Sam Cartwright +44 (0) 20 7379 5151
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