Results of the Court Meeting and the Extraordinary General Meeting
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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