Court Approval Of The Scheme Of Arrangement
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM ANY RESTRICTED JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF ANY SUCH JURISDICTION
FOR IMMEDIATE RELEASE
24 February 2026
ASHTEAD GROUP PLC
(the "Company")
COURT APPROVAL OF THE SCHEME OF ARRANGEMENT
Further to the announcement on 11 February 2025 relating to the proposals to establish, by means of a scheme of arrangement under Part 26 of the Companies Act 2006, a new Delaware corporation, Sunbelt Rentals Holdings, Inc. (“ Sunbelt Rentals ”) as the holding company of the Ashtead group in connection with its proposed new US primary listing (the “ Scheme ”), and the announcement on 10 June 2025 in relation to the results of the Court Meeting and the General Meeting, the Company is pleased to announce that the Court has today made the Court Order sanctioning the Scheme.
Capitalised terms used in this announcement, unless otherwise defined, shall have the meanings given to them in the scheme circular published on 13 May 2025 in relation to the Scheme (the “ Scheme Circular ”).
Next steps and timetable
The Scheme remains conditional on the Court Order being delivered to the Registrar of Companies which is expected to occur at 10.00 p.m. (UK time) on 27 February 2026.
The expected timetable of principal events for the implementation of the Scheme, the de-listing of the Company’s shares and the listing of Sunbelt Rentals’ shares remains as set out on page 6 of the Scheme Circular and as follows:
|
Event |
Time and date |
|
Publication of U.K. Prospectus |
February 25, 2026 |
|
Effectiveness of Form 10 |
February 26, 2026 |
|
Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Ashtead Shares |
February 27, 2026 |
|
Scheme Record Time |
6.30 p.m. UK time on February 27, 2026 |
|
Scheme Effective Time |
10.00 p.m. UK time on
|
|
Cancellation of the entire existing share capital of Ashtead, new shares in Ashtead issued to Sunbelt Rentals and issuance of Sunbelt Rentals Shares to Ashtead Shareholders |
After 10.00 p.m. UK time on February 27, 2026 |
|
De-listing of Ashtead Shares |
8.00 a.m. UK time on March 2, 2026 |
|
Listing Effective Date |
March 2, 2026 |
|
London Listing Effective Time |
8.00 a.m. UK time on March 2, 2026 |
|
New York Listing Effective Time |
9.30 a.m. New York time on
|
|
Sunbelt Rentals Shares registered through DRS (in respect of Scheme Shares held in certificated form only) |
As soon as possible after the New York Listing Effective Time |
|
Creation of Sunbelt Rentals DIs by Computershare Investor Services PLC and issuance of such Sunbelt Rentals DIs to CREST participant accounts |
As soon as possible after the New York Listing Effective Time |
|
Dispatch of statements of entitlement and DRS Advice to Sunbelt Rentals Shares registered through DRS |
No later than 14 days after the New York Listing Effective Time |
|
Dispatch of cheques and/or crediting of CREST accounts of Scheme Shareholders with any cash due in relation to the sale of Overseas Shareholders entitlements (if applicable) |
No later than 14 days after the
|
If any of the key dates set out in the timetable change, the Company will give notice of this change by issuing an announcement through a Regulatory Information Service and by making such announcement available on the Company's website at https://www.ashtead-group.com/ .
A further announcement will be made once the Scheme becomes effective.
Enquiries:
|
Will Shaw, Director of Investor Relations Ashtead Group
|
+44 (0)20 7726 9700 |
|
Kevin Powers, SVP, Investor Relations and Communications Sunbelt Rentals
|
+001 (803) 833 9353 |
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