PUBLICATION AND POSTING OF SCHEME DOCUMENT
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
FOR IMMEDIATE RELEASE
12 November 2026
RECOMMENDED CASH OFFER
for
ASHTEAD TECHNOLOGY HOLDINGS PLC ("ASHTEAD TECHNOLOGY")
by
PINE ACQUISITION UK BIDCO LIMITED ("BIDCO")
(a company controlled by funds managed and advised by Ember Infrastructure Management, LP and its affiliates)to be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006PUBLICATION AND POSTING OF SCHEME DOCUMENT
On 21 October 2026, the boards of Bidco and Ashtead Technology announced that they had reached agreement on the terms of a recommended cash acquisition pursuant to which Bidco will acquire the entire issued and to be issued share capital of Ashtead Technology for an offer price of 615 pence per Ashtead Technology Share (the “Acquisition”). The Acquisition is being effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”).
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below).
Publication of the Scheme Document
The Ashtead Technology Directors are pleased to announce the publication of the scheme document in relation to the Acquisition (the “Scheme Document”) which, together with the associated Forms of Proxy, is today being posted or made available by Ashtead Technology to Ashtead Technology Shareholders and, for information only, to holders of awards under the Ashtead Technology Share Plans and persons with information rights.
The Scheme Document contains, amongst other things, a letter from the Chair of Ashtead Technology, the full terms and conditions of the Scheme, the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Ashtead Technology Shareholders entitled to vote at the General Meeting in relation to the Acquisition.
The Scheme Document will be made available (subject to any applicable restrictions relating to persons in, or resident in, Restricted Jurisdictions) for inspection free of charge, on Ashtead Technology's website at www.ashtead-technology.com/offer-for-ashtead-technology/ no later than 12 noon on the Business Day following the publication of the Scheme Document and will be available up to and including the end of the Offer Period. The contents of these websites are not incorporated into, and do not form part of, this announcement.
A copy of the Scheme Document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Hard copies of the Scheme Document (or depending on Ashtead Technology Shareholders’ communication preferences, a letter or email giving details of the websites where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting are being sent to Ashtead Technology Shareholders. If not already receiving hard copy documents, Ashtead Technology Shareholders may request a hard copy of the Scheme Document by contacting Ashtead Technology's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ or call on 0370 707 1015 or from overseas +44 (0)370 707 1015. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. to 5.30 p.m. (London time), Monday to Friday excluding public holidays in England and Wales. Please note that Computershare cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
Action required
As further described in the Scheme Document, before the Court is asked to sanction the Scheme and in order for the Scheme to become Effective, the Scheme will require: (i) the approval of a majority in number representing 75 per cent. or more in value of votes cast by Scheme Shareholders present and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), which has been convened by an order of the Court; and (ii) the passing of the Resolution by the requisite majority of Ashtead Technology Shareholders at the General Meeting (or any adjournment thereof). The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document.
The Court Meeting and the General Meeting are to be held at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 7 December 2026. The Court Meeting is scheduled to commence at 2.00 p.m. and the General Meeting is scheduled to commence at 2.15 p.m. (or as soon thereafter as the Court Meeting has concluded, been adjourned or postponed). Notices of the Court Meeting and the General Meeting are set out in Parts 9 and 10, respectively, of the Scheme Document.
Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to the Scheme Shareholders and the Ashtead Technology Shareholders before the relevant Meetings, by an announcement through a Regulatory Information Service.
It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair and reasonable representation of Scheme Shareholders' opinion. Scheme Shareholders and Ashtead Technology Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either by visiting www.eproxyappointment.com, through Proxymity or through CREST as soon as possible and, in any event, by no later than 2.00 p.m. on 3 December 2026 in respect of the Court Meeting and 2.15 p.m. on 3 December 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Ashtead Technology Shareholders are also strongly encouraged to appoint the Chair of the meeting as their proxy.
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to obtaining the requisite approval of Scheme Shareholders at the Court Meeting and of Ashtead Technology Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective either late in the fourth quarter of 2026 or early in the first quarter of 2027. Ashtead Technology will make further announcements as appropriate with such announcements being available on Ashtead Technology's website at www.ashtead-technology.com/offer-for-ashtead-technology/.
The dates and times given are indicative only and are based on Ashtead Technology's and Bidco’s current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then Ashtead Technology (or Bidco, as applicable) will give notice(s) of such changes in an announcement released through a Regulatory Information Service and by making such announcement available on Ashtead Technology's website at www.ashtead-technology.com/offer-for-ashtead-technology/.
Prior to the Scheme becoming Effective, applications will be made to the London Stock Exchange to cancel the admission to trading in Ashtead Technology Shares on the Main Market, and to the Financial Conduct Authority to cancel the admission of the Ashtead Technology Shares to the Official List, in each case with effect from or shortly following the Effective Date and that steps will be taken to re-register Ashtead Technology as a private limited company. The last day of dealings in Ashtead Technology Shares on the London Stock Exchange’s Main Market is expected to be the Business Day immediately following the Court Meeting and no transfers shall be registered after 6.00 p.m. on that date.
Recommendation
The Ashtead Technology Directors, who have been so advised by Deutsche Numis and Peel Hunt as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing advice to the Ashtead Technology Directors, Deutsche Numis and Peel Hunt have taken into account the commercial assessments of the Ashtead Technology Directors. Deutsche Numis and Peel Hunt are providing independent financial advice to the Ashtead Technology Directors for the purposes of Rule 3 of the Code.
Accordingly, the Ashtead Technology Directors unanimously recommend that Ashtead Technology Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Ashtead Technology Directors have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of Ashtead Technology Shares.
Ashtead Technology Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document.
Helpline
If you have any questions about the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy, please contact Ashtead Technology's registrar, Computershare, at The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, or call on 0370 707 1015 or from overseas +44 (0)370 707 1015. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 8.30 a.m. and 5.30 p.m. (London time), Monday to Friday (excluding public holidays in England and Wales). All calls to the helpline may be recorded and monitored for security and training purposes. Please note that, for legal reasons, the helpline cannot provide advice on the merits of the Acquisition or give any legal, tax or financial advice.
Enquiries:
Ashtead Technology
Bill Shannon
Allan Pirie
Ingrid Stewart
Deutsche Numis (Joint Financial Adviser and Joint Broker to Ashtead Technology)
+44 20 7545 8000
Julian Cater
Oliver Ives
George Price
Tom Burrows Smith
Peel Hunt (Joint Financial Adviser and Joint Broker to Ashtead Technology)
+44 20 7418 8900
Edward Allsopp
Michael Nicholson
Sam Cann
Charlotte Sutcliffe
DGA Group (Financial PR Adviser to Ashtead Technology)
Jonathon Brill
Matthias Jarosz
+44 7836 622683
+44 7510 385342
Ember
Peter Milligan
Santander (Sole Financial Adviser to Ember and Bidco)
+44 20 7756 4002
Brian O’Keeffe
Mitul Patel
Will Davies
APPENDIX
Expected timetable of principal events
Event
Time and/or date
Publication of the Scheme Document
12 November 2026
Latest time and date for receipt of the BLUE Form of Proxy, an electronic or a CREST or Proxymity Proxy Instruction or any other electronic voting instruction in respect of the Court Meeting
2.00 p.m. on 3 December 2026 (1)
Latest time and date for receipt of the WHITE Form of Proxy, an electronic or a CREST or Proxymity Proxy Instruction or any other electronic voting instruction in respect of the General Meeting
2.15 p.m. on 3 December 2026 (2)
Voting Record Time for the Court Meeting and the General Meeting
6.00 p.m. on 3 December 2026(3)
Court Meeting
2.00 p.m. on 7 December 2026
General Meeting
2.15 p.m. on 7 December 2026 (4)
The following dates and times associated with the Scheme are subject to change and will depend on, among other things, the date on which the Conditions to the Scheme other than Condition 2.3 of Part A of Part 4 of the Scheme Document are satisfied or, if capable of waiver, waived and the date on which the Court sanctions the Scheme. Ashtead Technology will give adequate notice of all of these dates and times, when known, by issuing an announcement through a Regulatory Information Service, with such announcement being made available on Ashtead Technology’s website at www.ashtead-technology.com/offer-for-ashtead-technology/. Further updates and changes to these times will be notified in the same way.
Sanction Hearing
As soon as reasonably practicable after the satisfaction (or, if applicable, waiver) of the Conditions (other than Conditions 1 and 2.3) set out in Part A of Part 4 of the Scheme Document and, in any event, on or prior to the Long-Stop Date (“D”)
Last day of dealings in, and for registration of transfers of, and disablement in CREST of Ashtead Technology Shares on the Main Market
D+1 Business Day(5)
Scheme Record Time
6.00 p.m. on D+1 Business Day
Suspension of listing of Ashtead Technology Shares on the Official List and from trading on the Main Market
By 7.30 a.m. on D+2 Business Days
Effective Date of the Scheme
D+2 Business Days (or, as soon as the Court Order has been delivered to the Registrar of Companies for registration)(6)
Cancellation of admission to listing of the Ashtead Technology Shares on the Official List and admission to trading of the Ashtead Technology Shares on the Main Market
By 7.30 a.m. on D+3 Business Days
Latest date for despatch of electronic payments, cheques and crediting of CREST accounts in respect of the cash consideration due under the Scheme
Within 14 days of the Effective Date
Long-Stop Date
21 February 2027(7)
All references to time shown in this announcement are references to London (UK) time.
The Court Meeting and the General Meeting will each be held at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London, E1 6PW on 7 December 2026
Notes:
(1) It is requested that BLUE Forms of Proxy or CREST or Proxymity Proxy Instructions, or any other electronic voting instruction, in respect of the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a non-working day) or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Court Meeting (excluding any part of such 48 hour period falling on a non-working day). BLUE Forms of Proxy that are not so lodged may be handed to the Chair of the Court Meeting or a representative of the Company's registrar, Computershare, at the Court Meeting venue before the start of the Court Meeting.
(2) WHITE Forms of Proxy or CREST or Proxymity Proxy Instructions, or any other electronic voting instruction, in respect of the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48 hour period falling on a non-working day) or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned General Meeting (excluding any part of such 48 hour period falling on a non-working day). WHITE Forms of Proxy that are not so lodged may NOT be handed to the Chair of the General Meeting or a representative of the Company's registrar, Computershare, before the start of or at the General Meeting.
(3) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two Business Days before the date set for such adjourned Meeting and only Scheme Shareholders (in respect of the Court Meeting) and Ashtead Technology Shareholders (in respect of the General Meeting) on the register of members at such time shall be entitled to attend and vote at the relevant Meeting(s).
(4) Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned.
(5) Ashtead Technology Shares will be disabled in CREST from 6.00 p.m. on such date.
(6) The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies for registration. This may occur prior to the suspension of trading in Ashtead Technology Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date.
(7) This is the latest date by which the Scheme may become Effective unless Bidco specifies a later date (with the agreement of Ashtead Technology or with the Panel's consent and as the Court may approve (if such consent/approval(s) are required)).
Important notices
You should read this announcement and the Scheme Document and if you are in any doubt as to the Acquisition or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, solicitor, accountant, bank manager or other independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if you are not so resident, from another appropriately authorised independent financial adviser. If you have any questions about the Scheme Document, the Court Meeting or the General Meeting or are in any doubt as to how to complete the Forms of Proxy, please contact Computershare on the number set out above.
This announcement, the Scheme Document and the accompanying documents are for information purposes only and do not constitute or form part of an offer or an invitation to purchase or subscribe for any securities, or a solicitation of an offer to buy any securities, whether pursuant to this announcement or otherwise, in any jurisdiction in which such offer, invitation or solicitation is or would be unlawful.
Neither this announcement or the Scheme Document comprise a prospectus or a prospectus equivalent document or an exempted document.
The contents of this announcement and the Scheme Document do not amount to, and should not be construed as legal, tax, business or financial advice.
The Acquisition will be subject to English law, the jurisdiction of the Court and the applicable requirements of the City Code, the Panel, the London Stock Exchange, the Financial Conduct Authority (the "FCA"), the Listing Rules and the Registrar of Companies.
Deutsche Bank AG is a stock corporation (Aktiengesellschaft) incorporated under the laws of the Federal Republic of Germany with its principal office in Frankfurt am Main. It is registered with the local district court (Amtsgericht) in Frankfurt am Main under No HRB 30000 and licensed to carry on banking business and to provide financial services. The London branch of Deutsche Bank AG is registered as a branch office in the register of companies for England and Wales at Companies House (branch registration number BR000005) with its registered branch office address and principal place of business at 21, Moorfields, London EC2Y 9DB. Deutsche Bank AG is subject to supervision by the European Central Bank (ECB), Sonnemannstrasse 22, 60314 Frankfurt am Main, Germany, and the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or BaFin), Graurheindorfer Strasse 108, 53117 Bonn and Marie-Curie-Strasse 24-28, 60439 Frankfurt am Main, Germany. With respect to activities undertaken in the United Kingdom, Deutsche Bank AG is authorised by the Prudential Regulation Authority. It is subject to regulation by the Financial Conduct Authority and limited regulation by the Prudential Regulation Authority. Details about the extent of Deutsche Bank AG's authorisation and regulation by the Prudential Regulation Authority are available from Deutsche Bank AG on request. Deutsche Bank AG, acting through its London branch (which is trading for these purposes as Deutsche Numis) ("Deutsche Numis") is acting exclusively for Ashtead Technology and no one else in connection with the Acquisition and will not be responsible to anyone other than Ashtead Technology for providing the protections afforded to clients of Deutsche Numis nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement. Neither Deutsche Numis nor any of its affiliates (nor any of their respective directors, officers, employees or agents), owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Deutsche Numis in connection with the Acquisition, this announcement, any statement contained herein or otherwise.
Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the Financial Conduct Authority in the UK, is acting exclusively for Ashtead Technology and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Ashtead Technology for providing the protections afforded to clients of Peel Hunt nor for providing advice in connection with the matters referred to herein. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with this announcement, any statement contained herein or otherwise.
Banco Santander, S.A. ("Santander") is a credit institution which is registered with the Bank of Spain with number 0049. Banco Santander, S.A., London Branch is a branch of Santander with its principal place of business located at 2 Triton Square, Regent’s Place, London NW1 3AN and is authorised by the Bank of Spain and is subject to regulatory oversight on certain matters in the UK by the Financial Conduct Authority and the Prudential Regulation Authority. Santander is acting exclusively as financial adviser to Ember and Bidco and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone other than Ember and Bidco for providing the protections afforded to clients of Santander or any of its affiliates, or for providing advice in relation to any matter referred to in this announcement. Neither Santander, nor any of its affiliates, owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Santander in connection with this announcement or any matter referred to herein.
Further information
This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition will be made solely by means of the Scheme Document or any document by which the Acquisition is made which will contain the full terms and Conditions of the Acquisition, including details of how to vote in respect of the Acquisition.
This announcement has been prepared for the purpose of complying with English law and the 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 the United Kingdom.
Ashtead Technology and Bidco urge Ashtead Technology Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Acquisition. Any decision to vote in respect of the resolutions to be proposed at the Court Meeting and the General Meeting should be based on the information contained in the Scheme Document.
If you are in any doubt about the contents of this announcement, the Scheme Document or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
Each Ashtead Technology Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Acquisition.
Overseas Shareholders
The release, publication or distribution of this announcement and the Scheme Document in certain jurisdictions may be restricted by law. Persons who are not resident in the United Kingdom or who are subject to the laws of other jurisdictions should inform themselves of, and observe, any applicable requirements. Further details in relation to Overseas Shareholders are contained in the Scheme Document. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.
Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Acquisition by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.
Accordingly, copies of this announcement, the Scheme Document and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement, the Scheme Document and all documents relating to the Acquisition (including custodians, nominees and trustees) must observe these restrictions and must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
The availability of the Acquisition to Ashtead Technology Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
The Acquisition will be subject to the applicable requirements of English law, the Code, the Panel, the London Stock Exchange, the Court and the FCA.
Additional information for Ashtead Technology Shareholders resident in the United States
The Acquisition relates to shares of a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. Neither the US proxy solicitation rules nor the tender offer rules under the US Exchange Act apply to the Acquisition. Accordingly, the Acquisition is subject to the disclosure and procedural requirements, rules and practices applicable in the United Kingdom to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer and determines to extend the Takeover Offer into the United States, such Takeover Offer would be made in compliance with all applicable United States laws and regulations, including (to the extent applicable and subject to any applicable exemptions) Section 14(e) of the US Exchange Act and Regulation 14E thereunder. Such a Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Ember, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in Ashtead Technology outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases would be disclosed as required in the United Kingdom, would be reported to the Regulatory News Service of the London Stock Exchange and would be available on the London Stock Exchange website at https://www.londonstockexchange.com/. In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the US Exchange Act, Santander and its affiliates will continue to act as exempt principal trader in Ashtead Technology securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at https://www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.
None of the securities referred to in this announcement and the Scheme Document have been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the adequacy or accuracy of the information contained in this announcement and the Scheme Document. Any representation to the contrary is a criminal offence in the United States.
Ashtead Technology’s financial statements, and all financial information that is included in this announcement and the Scheme Document, have been prepared in accordance with international financial reporting standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles (“US GAAP”). US GAAP differs in certain significant respects from accounting standards applicable in the United Kingdom. None of the financial information in this announcement and the Scheme Document has been audited in accordance with auditing standards generally accepted in the United States or the auditing standards of the Public Company Accounting Oversight Board (United States).
The receipt of cash pursuant to the Acquisition by a US holder of Ashtead Technology Shares may be a taxable transaction for US federal income tax purposes, and may also be a taxable transaction under applicable state and local tax laws, as well as foreign and other tax laws. Each Ashtead Technology Shareholder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Acquisition.
It may be difficult for US holders of Ashtead Technology Shares to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Ashtead Technology are organised in countries other than the United States, and some or all of their officers and directors may be residents of, and some or all of their assets may be located in, jurisdictions other than the United States. US holders of Ashtead Technology Shares may have difficulty effecting service of process within the United States upon those persons or recovering against judgments of US courts, including judgments based upon the civil liability provisions of the US federal securities laws. US holders of Ashtead Technology Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of 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 judgment.
Forward-looking statements
This announcement and the Scheme Document, including information incorporated by reference in this announcement and the Scheme Document, oral statements made regarding the Acquisition and other information published by Bidco, Ashtead Technology or any member of the Ashtead Technology Group, contains statements that are or may be deemed to be forward looking statements. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Bidco and the Ashtead Technology Group will operate in the future. These statements are based on the current expectations of the management of Bidco and Ashtead Technology and are naturally subject to uncertainty and changes in circumstances. All statements, including the expected timing and scope of the Acquisition, other than statements of historical facts included in this announcement and the Scheme Document, may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “is expected to”, “aims”, “intends”, “will”, “may”, “should”, “would”, “could”, “anticipates”, “estimates”, “projects”, “strategy”, “prepares”, “forecasts”, “guidance”, “scheduled”, “budget”, “goal”, “cost-saving”, “profits”, “likely” or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses, operating performance and future prospects; (ii) business and management strategies and the expansion and growth of Bidco’s or the Ashtead Technology Group’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of global economic conditions and government regulation on Bidco’s or the Ashtead Technology Group’s business.
Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, such forward looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results and developments to differ materially from those projected or implied in any forward looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers’ strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations in interest and exchange rates, changes in tax rates, future business combinations or disposals, the impact of any epidemic, pandemic or disease outbreak, circumstances giving rise to termination rights in connection with the Acquisition, the possibility that one or more assumptions may prove incorrect and the outcome of any litigation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements. Such forward looking statements should therefore be construed in light of such factors.
Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements, which speak only as of the date of this announcement, and neither Bidco nor any member of the Ashtead Technology Group (nor any of their respective directors, officers, employees or advisers) provides any representation, assurance or guarantee that the occurrence of the events expressed or implied by the forward looking statements will actually occur. Further, Bidco and each member of the Ashtead Technology Group disclaims any obligation to update publicly or revise any forward looking or other statements contained herein, whether as a result of new information, future events or otherwise, except as required by applicable law.
All subsequent oral or written forward looking statements attributable to any member of the Wider Ember Group or the Wider Ashtead Technology Group, or any of their respective directors, officers, employees or advisers, are expressly qualified in their entirety by the cautionary statement above.
Profit forecasts or estimates or quantified financial benefits statements
The Ashtead Technology Profit Forecast is a profit forecast for the purpose of Rule 28 of the Takeover Code. The Ashtead Technology Profit Forecast, the assumptions and basis of preparation of which the Ashtead Technology Profit Forecast is based and the reports required by Rule 28 of the Takeover Code, are set out in Parts A, B and C of Part 11 of the Scheme Document.
Other than the Ashtead Technology Profit Forecast, no statement in this announcement or the Scheme Document (including any statement of estimated synergies) is intended or is to be construed, as a profit forecast or estimate for any period or a quantified financial benefits statement and no statement in this document should be interpreted to mean that earnings or earnings per share for Ashtead Technology for the current or future financial years, will necessarily match or exceed the historical published earnings or earnings per share for Ashtead Technology.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 p.m. (London time) on the 10th Business Day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th 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 Code, any person who is, or becomes, interested in 1% 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 offerors, 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 p.m. (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 of the Code.
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 of the Code).
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 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. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Information relating to Ashtead Technology Shareholders
Please be aware that addresses, electronic addresses and certain other information provided by Ashtead Technology Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ashtead Technology may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code to comply with Rule 2.11(c) of the Code.
Publication on website and hard copies
This announcement and the Scheme Document will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Ashtead Technology’s website at www.ashtead-technology.com/offer-for-ashtead-technology/ by no later than 12.00 p.m. on the Business Day following this announcement. Neither the content of any website referred to in this announcement nor the content of any website accessible from hyperlinks is incorporated into, or forms part of, this announcement.
Ashtead Technology Shareholders may request a hard copy of this announcement or the Scheme Document by contacting Computershare during business hours on +44 370 707 1015. Calls outside the United Kingdom will be charged at the applicable international rate. Ashtead Technology Shareholders may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form. If an Ashtead Technology Shareholder has received this Announcement in electronic form, hard copies of this announcement and any document or information incorporated by reference into this announcement will not be provided unless such a request is made.
Rounding
Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
Scheme process
In accordance with Section 5 of Appendix 7 to the Takeover Code, Ashtead Technology or Bidco (as applicable) will announce through a Regulatory Information Service key events in the Scheme process, including the outcomes of the Meetings and the Sanction Hearing and that the Scheme has become Effective.
Unless otherwise consented to by the Court (if required) and the Panel, any modification or revision to the Scheme will be made no later than the date which is 14 days prior to the Meetings (or any later date to which such Meetings are adjourned).
General
If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under FSMA if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.
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