Towry Holdings Limited Recommended Offer for Ashcourt Rowan PLC (6979D)

TIDMARP

RNS Number : 6979D

Towry Holdings Limited

02 February 2015

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.

2 February 2015

Recommended Offer

for

Ashcourt Rowan plc ("Ashcourt Rowan")

Towry Finance Company Limited ("Towry Finance")

a wholly-owned subsidiary of

Towry Holdings Limited ("Towry")

The Boards of Towry and Ashcourt Rowan are pleased to announce that they have reached agreement on the terms of a recommended offer by Towry Finance for the entire issued and to be issued share capital of Ashcourt Rowan. The Transaction is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (or by the Offer under certain circumstances described in this document).

Highlights

-- Under the terms of the Transaction, Ashcourt Rowan Shareholders will be entitled to receive:

for each Ashcourt Rowan Share: 270 pence in cash

plus a principal amount of 5 pence in Loan Notes

   --      The cash element of the Transaction Consideration represents: 
               _    a premium of 60.2 per cent. to the Closing Price of 168.5 pence per Ashcourt Rowan Share on 30 January 2015 (being the last Business Day before this announcement);

_ a premium of 52.7 per cent. to the average Closing Price of approximately 176.9 pence per Ashcourt Rowan Share for the three month period ending on 30 January 2015 (being the last Business Day before this announcement); and

_ a value of approximately GBP97 million for Ashcourt Rowan's entire issued and to be issued share capital.

-- The Towry and Ashcourt Rowan combination will create a major player in the UK private wealth market, better able to meet the needs of, and offer a broader range of services to, clients. Given the high degree of complementarity between the two businesses, both Towry's and Ashcourt Rowan's Boards believe that the combination has a clear strategic and financial rationale. The combination is expected to be one of the top 20 players in the UK private wealth market by assets under management.

-- The Ashcourt Rowan Directors, who have been so advised by Cantor Fitzgerald (as the independent adviser for the purposes of Rule 3 of the City Code), consider the terms of the Transaction to be fair and reasonable. In providing its advice Cantor Fitzgerald has taken into account the commercial assessments of the Ashcourt Rowan Directors. Accordingly, the Ashcourt Rowan Directors intend unanimously to recommend that Ashcourt Rowan Shareholders vote in favour of the resolutions relating to the Transaction at the Meetings as Jonathan Polin, the only Ashcourt Rowan Director who is also an Ashcourt Rowan Shareholder, has irrevocably undertaken to do in respect of his own beneficial holding of 231,645 Ashcourt Rowan Shares, in aggregate representing approximately 0.65 per cent. of Ashcourt Rowan's issued share capital on 30 January 2015 (being the last Business Day before this announcement). Further details of this irrevocable undertaking are set out at paragraph 14 of and Appendix 4 to the full announcement.

-- In addition, certain other Ashcourt Rowan Shareholders have given irrevocable undertakings to vote in favour of the Scheme in respect of, in aggregate, 27,642,701 Ashcourt Rowan Shares. On 30 January 2015 (being the last Business Day before this announcement) these irrevocable undertakings together represented approximately 77.89 per cent. of the existing issued share capital of Ashcourt Rowan. Further details of these irrevocable undertakings are set out at paragraph 14 of and Appendix 4 to the full announcement.

-- Subject to obtaining regulatory and other approvals, the Scheme is expected to become effective within approximately three months of the date of this Announcement.

-- Ashcourt Rowan provides a range of expert, integrated wealth management and employee benefits consultancy services for individuals, families, charities and trusts, business owners and employers. Ashcourt Rowan manages or has under influence over GBP5 billion in assets, of which GBP2.3 billion are on a discretionary or managed basis, from 16 offices in the UK with around 340 staff.

-- Towry manages or advises on over GBP6 billion in assets and is one of the leading firms of wealth advisers in the UK with around 800 employees serving clients from a national network of approximately 20 offices. Towry specialises in providing financial planning and discretionary investment management services to private individuals including entrepreneurs, business owners, directors and senior executives with investable assets in excess of GBP250,000, and has approximately 22,000 clients.

-- Towry is principally owned by funds managed by Palamon Capital Partners, LP (a leading European private equity partnership that invests growth capital in European lower mid-market companies).

   --      Commenting on today's announcement, Ron Sandler the Chairman of Towry said:

"The combination of the Towry and Ashcourt Rowan businesses will bring an exciting opportunity to create one of the largest companies in the UK private wealth management sector. Our highly complementary business models will deliver significant client benefits, providing access to a broader range of services and investment solutions. Ashcourt Rowan has developed into a high quality business following a period of reorganisation and with a strong cultural fit, the combined entity will be well positioned to take advantage of further growth opportunities as the market continues to evolve."

   --      Commenting on the Transaction, Hugh Ward the Chairman of Ashcourt Rowan said:

"We are pleased that our recent discussions with Towry have been concluded positively and that the loyalty shown by our shareholders has been rewarded by this offer for Ashcourt Rowan. Our executive team has worked tirelessly to execute a recovery of Ashcourt Rowan's position since joining in late 2011 and effecting the placing in December 2011. The offer price of 275 pence per Ashcourt Rowan Share represents a fair price for the business, is a 4.7 times increase in the market capitalisation of the Ashcourt Rowan Group since 1 December 2011 and is testament to the dedication, passion and drive of all our staff. I believe that the combined entity will be well placed on completion to benefit from the growth dynamics of the wealth management industry over the coming years and provide an outstanding platform for key professionals in the sector."

This summary should be read in conjunction with the following full announcement and the Appendices.

The Transaction will be subject to the Conditions and other terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. The terms of the Loan Notes are set out in Appendix 2 to the full announcement. Appendix 3 to the full announcement contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings received by Towry are set out in Appendix 4 to the full announcement. Certain terms used in this announcement are defined in Appendix 5 to the full announcement.

 
 Enquiries: 
 Towry 
 Rob Devey                                      Tel: (+44) 1344 828292 
 
 Morgan Stanley (Financial adviser 
  to Towry) 
 Matthew Jarman                                 Tel: (+44) 20 7425 8000 
 Shirav Patel 
 
 Instinctif Partners (Public Relations 
  adviser to Towry) 
 Tony Friend                                    Tel: (+44) 20 7457 2020 
 Nick Woods 
 
 Ashcourt Rowan 
 Jonathan Polin                                 Tel: (+44) 20 7871 7373 
 
 Cantor Fitzgerald (Lead financial adviser, Rule 3 adviser, NOMAD and 
  broker to Ashcourt Rowan) 
 Rishi Zaveri                                   Tel: (+44) 20 7894 7000 
 Rick Thompson 
 Will Goode 
 
 Keefe, Bruyette & Woods, a Stifel Company (Financial adviser to Ashcourt 
  Rowan) 
 John Paul McGrath                              Tel: (+44) 20 7663 5400 
 Stephen Howard 
 
 Maitland (Public Relations adviser 
  to Ashcourt Rowan) 
 Neil Bennett                                   Tel: (+44) 20 7379 5151 
 Daniel Yea 
 Martin Barrow

This announcement 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 Transaction or otherwise. The Transaction will be made solely pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Transaction, including details of how to vote in respect of the Transaction. Any decision in respect of, or other response to, the Transaction should be made only on the basis of the information contained in the Scheme Document.

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 vote their Ashcourt Rowan Shares with respect to the Scheme at the Court Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law 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 the United Kingdom.

Copies of this announcement and any formal documentation relating to the Transaction 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 Transaction 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 Transaction 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 Transaction 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 Transaction by way of a takeover offer and determines to extend the offer into the United States, the Transaction 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.

Morgan Stanley, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting exclusively for Towry and no one else in connection with the Transaction and will not be responsible to anyone other than Towry for providing the protections afforded to clients of Morgan Stanley or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

Keefe, Bruyette & Woods 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 Transaction and will not be responsible to anyone other than Ashcourt Rowan for providing the protections afforded to clients of Keefe, Bruyette & Woods or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

Cantor Fitzgerald 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 Transaction and will not be responsible to anyone other than Ashcourt Rowan for providing the protections afforded to clients of Cantor Fitzgerald or for providing advice in relation to the Transaction or any other matters referred to in this announcement.

Cautionary Note Regarding Forward-Looking Statements

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of Ashcourt Rowan and certain plans and objectives of Towry with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by Ashcourt Rowan, and/or Towry in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this document could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this document. Neither Ashcourt Rowan or Towry assumes any obligation to update or correct the information contained in this document (whether as a result of new information, future events or otherwise), except as required by applicable law.

There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the 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(th) business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) 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 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.

Information relating to Ashcourt Rowan Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Ashcourt Rowan Shareholders, persons with information rights and other relevant persons for the receipt of communications from Ashcourt Rowan may be provided to Towry Finance during the Offer Period as required under Section 4 of Appendix 4 to the City Code.

Publication on Website

A copy of this announcement 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's website 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's websiteand 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 CMS Cameron McKenna, Saltire Court, 20 Castle Terrace, Edinburgh EH1 2EN.

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.

Recommended Offer

for

Ashcourt Rowan plc

Towry Finance Company Limited

a wholly-owned subsidiary of

Towry Holdings Limited

   1.         Introduction

   2.         The Transaction

It is intended that the Transaction will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. The purpose of the Scheme is to enable Towry Finance to acquire the whole of the issued and to be issued share capital of Ashcourt Rowan. Under the terms of the Scheme, which will be subject to the Conditions and other terms set out in this announcement and to further terms to be set out in the Scheme Document, Ashcourt Rowan Shareholders will receive:

for each Ashcourt Rowan Share: 270 pence in cash

plus a principal amount of 5 pence in Loan Notes

The cash element of the Transaction Consideration represents:

               _    a premium of 60.2 per cent. to the Closing Price of 168.5 pence per Ashcourt Rowan Share on 30 January 2015 (being the last Business Day before this announcement);

_ a value of approximately GBP97 million for Ashcourt Rowan's entire issued and to be issued share capital.

The terms of the Loan Notes are set out in Appendix 2 to this announcement.

In the event that the Transaction is to be implemented by way of an Offer, the Ashcourt Rowan Shares will be acquired pursuant to the Offer fully paid and free from all liens, charges, equitable interests, encumbrances and rights of pre-emption and any other interests of any nature whatsoever and together with all rights attaching thereto. Any Ashcourt Rowan Shares transferred to Towry Finance pursuant to the Scheme will be transferred on the same basis.

   3.         Background to and reasons for the Transaction

The combination of the Towry and Ashcourt Rowan businesses will create a major player in the UK private wealth market in which clients are demonstrating an increasing demand for advice. Both entities have a highly complementary offering, given their planning-led wealth management business models and the combination will deliver significant client benefits through access to a much broader range of services and investment solutions. The combination is expected to be one of the top 20 players in the UK private wealth market by assets under management.

Ashcourt Rowan has made significant progress with its programme of reorganisation and change over the last three years. Towry too has been shaping its future business strategy, restructuring its infrastructure, building new capability and developing its client proposition to enable it to take advantage of increasing opportunity in the market place - both in terms of acquisitions and organic growth generated by the increased need for advice. The combination of Ashcourt Rowan and Towry will be a powerful one, with increased focus on growing a market leading position and extending the deep-rooted relationships each business already has with clients, employees and distribution partners.

The combined business will provide the additional scale and scope to compete effectively in a competitive but growing marketplace. It will also offer the opportunity to realise further meaningful cost synergies.

Towry fully recognises the value of Ashcourt Rowan's geographic footprint with its high quality work force and believes that the cultural fit between the two businesses is strong. Towry has a track record of successfully acquiring and integrating businesses, having acquired twelve companies over the past decade. It is well-placed to combine responsibly the strengths of the two companies to benefit clients and take advantage of potential growth opportunities.

It is anticipated that, following a suitable transition period, the Enlarged Group will operate under the Towry brand.

Subject to obtaining regulatory and other approvals, the Scheme is expected to become effective within approximately three months of the date of this Announcement.

   4.         Recommendation

The Ashcourt Rowan Directors, who have been so advised by Cantor Fitzgerald (as the independent adviser for the purposes of Rule 3 of the City Code), consider the terms of the Transaction to be fair and reasonable. In providing its advice Cantor Fitzgerald has taken into account the commercial assessments of the Ashcourt Rowan Directors.

Accordingly, the Ashcourt Rowan Directors intend unanimously to recommend that Ashcourt Rowan Shareholders vote in favour of the Scheme (or in the event that the Transaction is implemented by way of an Offer, to accept or procure acceptance of such offer) as Jonathan Polin, the only Ashcourt Rowan Director who is also an Ashcourt Rowan Shareholder, has irrevocably undertaken to do in respect of his own beneficial holding of 231,645 Ashcourt Rowan Shares, in aggregate representing approximately 0.65 per cent. of Ashcourt Rowan's issued share capital.

   5.         Background to and reasons for recommendation

In the financial year ended 31 March 2011, following a reported a loss of GBP16.8 million, Ashcourt Rowan commenced a review of strategy which resulted in a plan to effect some changes to Ashcourt Rowan's senior management. After conducting a search, the Ashcourt Rowan Board decided to appoint Jonathan Polin as Group Chief Executive Officer in September 2011, with a brief to turn Ashcourt Rowan's fortunes around.

The period following the appointment of Jonathan Polin as Chief Executive Officer in September 2011 has been one of significant transformation for the Ashcourt Rowan Group, particularly in terms of the structure of the management team and the refinement of the Ashcourt Rowan Group's strategy into one focused on integrated wealth management. Since his appointment, Jonathan Polin, together with Ashcourt Rowan's senior management team, has driven a programme to restructure the business. As a result, the business is now leaner, scaleable and more focused.

In November 2011, under its new leadership team, Ashcourt Rowan announced a cash placing to raise GBP8.5 million of gross proceeds at a price of 100 pence per share by means of a placing of new shares to new and existing investors in order to strengthen its balance sheet, improve its regulatory capital position and execute its redefined strategy.

During the subsequent two years, Ashcourt Rowan made substantial operating improvements including major cost reductions, moving to a scaleable, largely outsourced operating platform, disposal of non-core businesses, alignment of employee incentives with performance, and hiring of experienced talent.

In recent years there has been a considerable degree of consolidation in the wealth management and advice sector. In addition to its organic growth strategy Ashcourt Rowan has actively pursued an inorganic strategy through acquisitions, with the aim of further improving profitability by increasing its level of assets under management under its now scaleable operating platform.

In August 2013 Ashcourt Rowan announced the acquisition of the assets of Generali Portfolio Management (UK) Limited which added GBP215 million in assets under management and influence and GBP1.9 million of annual revenue. In December 2013 Ashcourt Rowan announced its acquisition of UK Wealth Management Limited, which added GBP1.3 billion of assets under management and influence, GBP8.8 million of annualised revenues and had associated cost synergies for the enlarged Ashcourt Rowan Group. Ashcourt Rowan has also been successful in hiring a number of private client investment management teams with discretionary and/or advisory books of business. These initiatives collectively have created a group which, as at 30 September 2014, had GBP5.3 billion of assets under management and influence.

Towry is an established wealth management and advice industry leader with GBP6 billion of assets under management and advice. Since being acquired by Palamon Capital Partners, LP in 2006 Towry has completed 12 acquisitions.

Towry's business is in the opinion of the Ashcourt Rowan Board very similar to Ashcourt Rowan's, albeit further on in its development and operating at a higher EBITDA margin. Following discussions between Ashcourt Rowan and Towry, the decision was taken to create a leading player in the wealth and advisory space by combining both businesses. The Enlarged Group will have assets under management and influence of GBP11 billion and pro forma run-rate revenues of approximately GBP138 million (based on Towry's management estimates for the 12 month period ending 31 December 2014).

The proposed offer by Towry Finance of 275 pence per Ashcourt Rowan Share represents an opportunity for Ashcourt Rowan Shareholders to benefit from the considerable work undertaken by Jonathan Polin and the new management team since they joined Ashcourt Rowan. When recommending the Transaction the Ashcourt Rowan Board considered the pricing uplift to historical and current trading levels. The cash element of the Transaction Consideration represents:

-- a 123.1 per cent. uplift on the share price since 2 September 2011, when Jonathan Polin joined Ashcourt Rowan;

   --              a 170 per cent. uplift on the share placing price in November 2011; and

-- a 60.2 per cent. premium to the current trading price of 168.5 pence (as at close of business on 30 January 2015).

While the Ashcourt Rowan Board is confident about the future growth prospects for Ashcourt Rowan, there is always an element of business plan execution risk. Taking into account the terms of the offer by Towry Finance, the Ashcourt Rowan Directors believe that the Transaction provides Ashcourt Rowan Shareholders with an attractive premium and intend unanimously to recommend that Ashcourt Rowan Shareholders vote in favour of the Scheme at the Court Meeting and the special resolutions to be proposed at the Ashcourt Rowan General Meeting.

In giving their recommendation, the Ashcourt Rowan Directors considered the Transaction in relation to the value and prospects of the underlying Ashcourt Rowan business segments and the potential medium term stand-alone value of Ashcourt Rowan. Furthermore, there will be significant business benefits for Ashcourt Rowan and its clients from the Transaction, including business scale, investment in growth and opportunities to further leverage the operational platforms across the UK from an enhanced branch network.

   6.         Information relating to Ashcourt Rowan

Ashcourt Rowan is a leading UK-focused provider of integrated wealth management and financial advice and employee benefits consultancy services for individuals, families, charities and trusts, managing, as at 30 September 2014, total assets under management and influence ("AUM/I") of GBP5.3 billion.

The firm, headquartered in London, employs 340 people (FTE) in 16 office locations across the UK, including Bath, Bournemouth, Brighton, Cambridge, Chelmsford, Exeter, Leeds, Macclesfield, Maidstone, Manchester, Rugby, Salisbury, St Andrews, Winchester and York.

Ashcourt Rowan's operations are split across three core divisions:

-- Ashcourt Rowan Asset Management ("ARAM") consists of 32 investment managers servicing around 9,000 discretionary clients with an average portfolio size of GBP250,000. Funds under management are sourced from a combination of external IFAs, direct and through ARFP (see below).

-- Ashcourt Rowan Financial Planning ("ARFP") consists of 68 financial planners servicing over 50,000 clients, providing financial planning services. Introduces client funds into ARAM for discretionary/managed services.

-- Ashcourt Rowan Corporate Solutions ("ARCS") consists of 14 corporate consultants and advisers with an offering that covers group plans, actuarial services, employee benefits, annuities and protection. ARCS was added following the acquisition of UK Wealth Management Limited which completed in April 2014.

In the twelve month period ended 31 March 2014, Ashcourt Rowan reported revenue of GBP31.5 million, underlying EBITDA of GBP3.8 million and a pre-tax loss of GBP2 million, with assets under management and influence of GBP4 billion.

Ashcourt Rowan recently announced interim results for the six months to 30 September 2014, reporting revenues of GBP19.9 million, assets under management and influence of GBP5.3 billion and a loss before tax of GBP0.7 million. This can be broken down as shown below:

 
 Business    AUM/I   Revenue 
             GBPbn    GBPm 
 
 ARAM        2.48     10.7 
 ARFP        2.78      8.0 
 ARCS        0.06      1.2 
            ------  -------- 
 Total       5.32     19.9 
            ======  ========

In addition to its GBP2.48 billion of assets under management or influence, ARFP also advises and earns fees on GBP1.3 billion of ARAM's GBP2.48 billion of assets under management or influence.

 
 By mandate           AUM/I 
                       GBPbn 
 
 Discretionary and 
  managed              2.3 
 Other                 3.0 
                     ------- 
 Total                 5.3 
                     ======= 
 
 
   7.         Information relating to Towry

Towry manages or advises on over GBP6 billion in assets and is one of the leading firms of wealth advisers in the UK with around 800 employees serving clients from a national network of approximately 20 offices. Towry specialises in providing financial planning and discretionary investment management services to private individuals including entrepreneurs, business owners, directors and senior executives with investable assets in excess of GBP250,000, and has approximately 22,000 clients.

Towry is principally owned by funds managed by Palamon Capital Partners, LP (a leading European private equity partnership that invests growth capital in European lower mid-market companies).

   8.         Management, employees and locations

Towry has given assurances to the Ashcourt Rowan Directors that, upon and following completion of the Transaction, it intends to fully safeguard the existing employment rights of the management and employees of the Ashcourt Rowan Group.

On completion, Towry will conduct a full review of the combined business to identify realisable cost synergies, including the overlap in office locations and duplicate business activity, which will lead to some redundancies. The number of employees and locations actually affected will depend on the outcome of the review.

The Ashcourt Rowan Directors will resign from the Ashcourt Rowan Board with effect from completion of the Transaction and Ashcourt Rowan's senior management team comprising Jonathan Polin (the Group Chief Executive Officer), Alfio Tagliabue (the Group Chief Financial Officer) and Steve Haines (the Head of Governance) will all be leaving the Ashcourt Rowan Group on completion of the Transaction.

The change of control of Ashcourt Rowan triggered by the completion of the Transaction will cause 30 per cent. of the Executives' existing contractual awards under the GSOP to "vest". This will result in payments by Ashcourt Rowan to the Executives of the following amounts in cash on completion of the Transaction based on the cash element of the Transaction Consideration of 270 pence per Ashcourt Rowan Share:

 
 Jonathan Polin    GBP1,736,448 
 Alfio Tagliabue   GBP400,581 
 Steve Haines      Nil

In addition, Ashcourt Rowan intends to treat intended GSOP awards notified to the Executives (and to other employees of Ashcourt Rowan) in August 2014 as having been made, to deem 30 per cent. of these intended awards to have vested on the Scheme becoming effective and to compensate the Executives (and other relevant Ashcourt Rowan employees) accordingly by the payment of ex gratia compensation amounts to each of them. This will result in payments by Ashcourt Rowan to the Executives of the following amounts in cash on completion of the Transaction based on the cash element of the Transaction Consideration of 270 pence per Ashcourt Rowan Share:

 
 Jonathan Polin    GBP434,112 
 Alfio Tagliabue   GBP81,000 
 Steve Haines      GBP338,727

These payments are subject to the approval of the Ashcourt Rowan Shareholders, as explained below.

All Ashcourt Rowan employees holding existing or intended awards under the GSOP are also to receive cash payments in respect of vested or deemed vested GSOP awards. Accordingly, an aggregate amount of approximately GBP1,432,724 will be paid on the completion of the Transaction to Ashcourt Rowan employees other than the Executives in respect of vested or deemed vested GSOP awards.

In addition to any contractual payments the Executives may be entitled to receive from Ashcourt Rowan under their service and employment contracts and the contractual and ex gratia payments referred to above to be made in respect of the GSOP, Ashcourt Rowan has agreed, subject to shareholder approval and completion of the Transaction, to make further ex gratia severance payments to each of the Executives by way of compensation for loss of office and/or termination of their employment following the completion of the Transaction. These payments are being made (i) to compensate the Executives in respect of the loss of future benefits potentially attainable under the GSOP; and (ii) to incentivise the Executives to facilitate the smooth implementation of the Scheme and assist, prior to the Scheme becoming effective, with Ashcourt Rowan employee retention and identification of potential cost synergies for the Enlarged Group. The payments to be made are as follows:

 
 Jonathan Polin    GBP1,967,279 
 Alfio Tagliabue   GBP436,480 
 Steve Haines      GBP307,004

These payments will be payable by Ashcourt Rowan at the same time as the Loan Notes are to be redeemed and are subject to certain conditions being met and to the approval of Ashcourt Rowan Shareholders as noted below. In addition, if the amount payable on redemption of the Loan Notes by Towry exceeds the nominal amount of the Loan Notes at the Effective Date, each Executive's further ex gratia severance payment for compensation for loss of office and/or termination of employment (as set out immediately above) will be reduced by a pro rata percentage of the aggregate amount of the excess.

The proposed ex gratia payments to each of Jonathan Polin and Alfio Tagliabue are required to be approved by a simple majority of independent Ashcourt Rowan Shareholders. It is proposed that approval be obtained by way of separate resolutions at the Ashcourt Rowan General Meeting. It is also proposed to seek independent Ashcourt Rowan Shareholders' approval for the proposed payment to Steve Haines at the Ashcourt Rowan General Meeting.

Ashcourt Rowan has entered into Settlement Agreements to give effect to the terms of this paragraph 8, but the making of the ex gratia payments noted above under the Settlement Agreements is conditional on the Ashcourt Rowan Shareholder approvals being obtained and on completion of the Transaction.

Towry intends to put in place appropriate incentivisation arrangements for the current management and staff of Ashcourt Rowan following completion of the Transaction. No detailed discussions have taken place to date between Ashcourt Rowan and Towry in relation to such arrangements and no agreements or arrangements have been entered into at the current time.

   9.         Ashcourt Rowan Share Schemes

Participants in the Ashcourt Rowan Share Schemes will be contacted regarding the effect of the Transaction on their rights under those schemes and provided with further details concerning the proposals which will be made to them in due course. Details of the proposals will be set out in the Scheme Document or, as the case may be, the Offer Document and in separate letters to be sent to participants in the Ashcourt Rowan Share Schemes.

   10.       Financing of the Transaction

The cash consideration payable to Ashcourt Rowan Shareholders pursuant to the Transaction will be provided by Towry Finance partly from a new bank facility and partly from Towry's existing cash resources.

Morgan Stanley is satisfied that sufficient resources are available to Towry Finance to satisfy in full the cash consideration payable pursuant to the Transaction.

Further information on the financing of the Transaction will be set out in the Scheme Document.

   11.        Confidentiality agreement

Ashcourt Rowan and Towry entered into a mutual confidentiality agreement on 28 July 2014 pursuant to which each of Ashcourt Rowan and Towry has undertaken to keep certain information relating to the Transaction and the other party confidential and not to disclose that information to third parties (other than to specified recipients) unless required by law or regulation. These confidentiality obligations will remain in force following completion of the Transaction.

   12.       Opening Position Disclosure

In connection with the Transaction and on the date of this announcement, Towry Finance will make a public Opening Position Disclosure setting out details of its interests or short positions in, or rights to subscribe for, any relevant securities of Ashcourt Rowan.

It has not been practicable for Towry Finance to make enquiries of all its concert parties in advance of releasing this opening position disclosure. Therefore, this disclosure may not include all the relevant details in respect of Towry Finance's concert parties. Towry Finance confirms that further disclosure in accordance with Rule 8.1(a) and Note 2(a)(i) on Rule 8 of the City Code will be made as soon as possible, if required.

   13.       Scheme of Arrangement

It is intended that the Transaction will be effected by a Court-sanctioned scheme of arrangement between Ashcourt Rowan and the Scheme Shareholders under Part 26 of the Companies Act 2006. The purpose of the scheme is to provide for Towry Finance to become the owner of the whole of the issued and to be issued share capital of Ashcourt Rowan.

Under the Scheme, the Scheme Shares will be transferred to Towry Finance in consideration for which Scheme Shareholders will receive consideration on the basis set out in paragraph 2 of this announcement.

The Transaction will be subject to the Conditions and further terms and conditions referred to in Appendix 1 to this announcement and to be set out in the Scheme Document. The consent of the Majority Lenders under, and as defined in, the Facilities Agreement will be required for the waiver, amendment or release of any material term or condition of the Scheme or, as the case may be, the Offer and for these purposes any term or condition relating to competition, FCA or other regulatory approvals will be deemed to be material. The Conditions include (i) a long-stop date of 2 August 2015 by which the Scheme must become effective (unless extended with the agreement of Towry Finance and Ashcourt Rowan); (ii) a condition that the Meetings are held no later than the 22(nd) day after the expected date of the Meetings to be set out in the Scheme Document in due course (or such later date as may be agreed between Towry Finance and Ashcourt Rowan); and (iii) a condition that the Scheme is sanctioned by the Court.

To become effective, the Scheme requires the approval of Scheme Shareholders by the passing of a special resolution at the Court Meeting. The resolution must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote), either in person or by proxy, representing not less than 75 per cent. of the Scheme Shares held by such Scheme Shareholders and the passing of a special resolution at the Ashcourt Rowan General Meeting, requiring the approval of Ashcourt Rowan Shareholders representing at least 75 per cent. of the votes cast at the Ashcourt Rowan General Meeting (either in person or by proxy). The Ashcourt Rowan General Meeting will be held immediately after the Court Meeting. In respect of the special resolution at the Ashcourt Rowan General Meeting, Ashcourt Rowan Shareholders will be entitled to cast one vote for each Scheme Share held.

Following the Meetings, the Scheme must be sanctioned by the Court. The Scheme will only become effective once a copy of the Scheme Court Order is delivered to the Registrar of Companies.

Upon the Scheme becoming effective, it will be binding on all Ashcourt Rowan Shareholders, irrespective of whether or not they attended or voted at the Meetings and the cash consideration will be despatched by Towry Finance to Scheme Shareholders no later than 14 days after the Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the Ashcourt Rowan General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. The Scheme Document will be sent to Ashcourt Rowan Shareholders as soon as reasonably practicable.

The Scheme will be governed by English law and will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the AIM Rules.

   14.       Irrevocable Undertakings

Towry has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Ashcourt Rowan General Meeting in respect of a total of 27,874,346 Ashcourt Rowan Shares, representing in aggregate approximately 78.54 per cent. of Ashcourt Rowan's existing issued share capital, further details of which are set out below.

Ashcourt Rowan Directors' irrevocable undertakings

Jonathan Polin, the only Ashcourt Rowan Director who is also an Ashcourt Rowan Shareholder, has irrevocably undertaken to vote in favour of the Scheme in respect of his own beneficial holding of 231,645 Ashcourt Rowan Shares, in aggregate representing approximately 0.65 per cent. of Ashcourt Rowan's issued share capital. See Appendix 4 for further details of this irrevocable undertaking, including the circumstances in which it ceases to be binding.

Other irrevocable undertakings

Towry has also received irrevocable undertakings from certain other Ashcourt Rowan Shareholders to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the Ashcourt Rowan General Meeting (save that these irrevocable undertakings do not extend to the resolutions relating to the payments to the Executives detailed in paragraph 8 of this announcement) in respect of a total of 27,642,701 Ashcourt Rowan Shares, representing approximately 77.89 per cent. of Ashcourt Rowan's issued share capital. See Appendix 4 for further details of these irrevocable undertakings, including the circumstances in which they cease to be binding.

   15.       Cancellation of AIM quotation and re-registration

Prior to the Scheme becoming effective, a request will be made to the London Stock Exchange to cancel trading in Ashcourt Rowan Shares on AIM on the first Business Day following the Effective Date.

Share certificates in respect of the Ashcourt Rowan Shares will cease to be valid and should be destroyed on the first Business Day following the Effective Date.

In addition, entitlements held within the CREST system to the Ashcourt Rowan Shares will be cancelled on the first Business Day following the Effective Date.

As soon as possible after the Effective Date, it is intended that Ashcourt Rowan will be re-registered as a private limited company.

   16.       Documents available for inspection

Copies of the following documents will be made available on Towry's website at www.towry.com and on Ashcourt Rowan's website at www.ashcourtrowan.com by no later than 12:00 noon (London time) on the Business Day following the date of this announcement:

-- the irrevocable undertakings referred to in paragraph 14 and set out in Appendix 4 to this announcement;

   --              the confidentiality agreement referred to in paragraph 11; 
   --              the Settlement Agreements referred to in paragraph 8; and 
   --              in respect of the new bank facility referred to in paragraph 10:

o the Facilities Agreement; and

o the arrangement fee letter.

The contents of Towry's and Ashcourt Rowan's websites are not incorporated into and do not form part of this announcement.

   17.       General

Towry Finance reserves the right to elect (with the consent of the Panel) to implement the Transaction by way of an Offer for the entire issued and to be issued share capital of Ashcourt Rowan not already held by Towry Finance as an alternative to the Scheme. In such an event an Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 of this announcement regarding the acceptance condition for such an offer.

If the Transaction is effected by way of an Offer and such Offer becomes or is declared unconditional in all respects and sufficient acceptances are received Towry Finance intends to: (i) request that the London Stock Exchange cancel trading in Ashcourt Rowan Shares on AIM; and (ii) exercise its rights to apply the provisions of Chapter 3 of Part 28 of the Companies Act 2006 to acquire compulsorily the remaining Ashcourt Rowan Shares in respect of which the Offer has not been accepted.

The Transaction will be subject to the Conditions and other terms set out in this announcement and to the full terms and conditions which will be set out in the Scheme Document. The terms of the Loan Notes are set out in Appendix 2 to this announcement. Appendix 3 to this announcement contains bases and sources of certain information contained in this announcement. Details of irrevocable undertakings received by Towry are set out in Appendix 4 to this announcement. Certain terms used in this announcement are defined in Appendix 5 to this announcement.

This announcement does not constitute a prospectus or prospectus equivalent document.

Cautionary Note Regarding Forward-Looking Statements

Dealing and Opening Position Disclosure Requirements

APPENDIX 1

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE TRANSACTION

Part A: Conditions of the Scheme and the Transaction

The Transaction will be conditional upon the Scheme becoming unconditional and becoming effective by no later than 2 August 2015, or such later date (if any) as Towry Finance and Ashcourt Rowan may, with the consent of the Panel, agree and the Court may allow.

   (A)        The Scheme will be conditional upon:

(i) its approval by a majority in number representing not less than three-fourths in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting, either in person or by proxy, at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meeting on or before the 22(nd) day after the expected date of the Court Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Towry Finance and Ashcourt Rowan may agree and the Court may allow);

(ii) the special resolution necessary to approve and implement the Scheme being duly passed by the requisite majority or majorities at the Ashcourt Rowan General Meeting or at any adjournment of that meeting on or before the 22(nd) day after the expected date of the Ashcourt Rowan General Meeting to be set out in the Scheme Document in due course (or such later date, if any, as Towry Finance and Ashcourt Rowan may agree and the Court may allow); and

(iii) the sanction of the Scheme by the Court with or without modification (but subject to any such modification being acceptable to Towry Finance and Ashcourt Rowan) and the delivery of a copy of the Scheme Court Order to the Registrar of Companies in England and Wales;

In addition, Towry Finance and Ashcourt Rowan have agreed that the Transaction will be conditional upon the following conditions and, accordingly, the necessary actions to make the Scheme effective will not be taken unless the following conditions (as amended if appropriate) have been satisfied or, where relevant, waived:

(B) in respect of Towry Finance, each parent undertaking of Towry Finance and any other person that is under a duty to give a notice under section 178 of FSMA in respect of the Transaction, the appropriate regulator (as defined in section 178(2A) of FSMA) of each UK authorised person (as defined in section 191G of FSMA) over which the Transaction contemplates an acquisition of control:

(i) giving notice for the purpose of section 189(4)(a) of FSMA that it has determined to approve such acquisition of control; or

(ii) giving notice for the purpose of section 189(7) of FSMA that it has determined to approve such acquisition of control, on terms satisfactory to Towry Finance (acting reasonably); or

(iii) being treated, by virtue of section 189(6) of FSMA, as having approved such acquisition of control,

where references to FSMA are read, where applicable, with the Financial Services and Markets Act 2000 (Controllers) (Exemptions) Order 2009;

(C) no government, governmental, quasi-governmental, supranational, statutory or regulatory body, trade agency, association, institution or professional body having responsibility for the regulation or supervision of banking, consumer credit or financial services having:

(i) withdrawn or refused to renew, or threatened to withdraw or to refuse to renew, any licence or permission; or

(ii) instituted, implemented, taken or omitted, or threatened to take or to omit, any other action,

the effect of which would be materially and adversely to affect the businesses, assets, prospects or profits of the Wider Towry Group (taken as a whole) or of the Wider Ashcourt Rowan Group (taken as a whole), and upon no such licences or permissions terminating or otherwise becoming invalid as a result of the Transaction or its implementation the effect of which would be materially and adversely to affect the businesses, assets, prospects or profits of the Wider Ashcourt Rowan Group (taken as a whole);

(D) except as Disclosed, there being no provision of any agreement, arrangement, licence, permit or other instrument to which any member of the Wider Ashcourt Rowan Group is a party or by or to which any such member or any of its assets is, are, or may be bound, entitled or subject, which in each case in consequence of the Transaction or the proposed acquisition of any shares or other securities in Ashcourt Rowan or because of a change in the control or management of Ashcourt Rowan or otherwise, would or might reasonably be expected to, in each case to an extent which is material in the context of the Wider Ashcourt Rowan Group as a whole, result in:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to any such member, being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date or the ability of any such member to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, permit or instrument or the rights, liabilities, obligations or interests of any such member thereunder being terminated or modified or adversely affected or any obligation or liability arising or any adverse action being taken or arising thereunder;

(iii) any assets or interests of any such member being or falling to be disposed of or charged or any right arising under which any such asset or interest could be required to be disposed of or charged;

(iv) the creation (other than in the ordinary course of business) or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any such member;

(v) the rights, liabilities, obligations or interests of any such member in, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or adversely affected;

(vi) the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such member ceasing to be able to carry on business under any name under which it presently does so; or

(viii) the creation (other than in the ordinary course of business) of any liability, actual or contingent, by any such member,

and no event having occurred which, under any provision of any such agreement, arrangement, licence, permit or other instrument to which any member of the Wider Ashcourt Rowan Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would, or is reasonably be expected to, result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) of this condition (D) in each case to an extent which is material in the context of the Wider Ashcourt Rowan Group;

   (E)        no government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution or any other body or person whatsoever in any jurisdiction (each a "Third Party") having decided to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference, or enacted, made or proposed any statute, regulation, decision or order, or having taken any other steps which would or would reasonably be expected to (to an extent which is material in the context of the Wider Ashcourt Rowan Group or the Wider Towry Group, as the case may be, in either case, taken as a whole):

(i) require, prevent or materially delay the divestiture, or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Towry Group or any member of the Wider Ashcourt Rowan Group of all or any portion of their respective businesses, assets or property or impose any material limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own any of their respective assets or properties or any part thereof;

(ii) require, prevent or materially delay the divestiture by any member of the Wider Towry Group of any shares or other securities in Ashcourt Rowan;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Towry Group directly or indirectly to acquire or to hold or to exercise effectively any rights of ownership in respect of shares or securities in any member of the Wider Ashcourt Rowan Group or the Wider Towry Group or to exercise management control over any such member;

(iv) otherwise materially adversely affect the business, assets, prospects or profits of any member of the Wider Towry Group or of any member of the Wider Ashcourt Rowan Group;

(v) make the Transaction or its implementation or the acquisition or proposed acquisition by Towry Finance or any member of the Wider Towry Group of any shares or other securities in, or control of Ashcourt Rowan void, illegal, and/or unenforceable under the laws of any jurisdiction, or otherwise, directly or indirectly, restrain, prohibit, materially delay, restrict or otherwise interfere with the same, or impose material additional conditions or obligations with respect thereto, or otherwise materially challenge or interfere therewith;

(vi) except pursuant to Sections 974 to 991 of the Companies Act 2006, require any member of the Wider Towry Group or the Wider Ashcourt Rowan Group to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Ashcourt Rowan Group or the Wider Towry Group owned by any third party;

(vii) impose any material limitation on the ability of any member of the Wider Ashcourt Rowan Group or the Wider Towry Group to co-ordinate its business, or any part of it, with the businesses of any other members; or

(viii) result in any member of the Wider Ashcourt Rowan Group or Wider Towry Group ceasing to be able to carry on business under any name under which it presently does so,

and all applicable waiting and other time periods during which any such Third Party could institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Transaction or the acquisition or proposed acquisition of any Ashcourt Rowan Shares having expired, lapsed or been terminated;

(F) all necessary filings or applications having been made in connection with the Transaction and all material statutory or regulatory obligations in any jurisdiction having been complied with in connection with the Transaction or the acquisition by any member of the Wider Towry Group of any shares or other securities in, or control of, Ashcourt Rowan and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary or appropriate by Towry Finance or any member of the Wider Towry Group for or in respect of the Transaction or the proposed acquisition of any shares or other securities in, or control of, Ashcourt Rowan by any member of the Wider Towry Group having been obtained in terms and in a form reasonably satisfactory to Towry Finance from all appropriate Third Parties or persons with whom any member of the Wider Ashcourt Rowan Group has entered into contractual arrangements and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals reasonably considered necessary or appropriate to carry on the business of any member of the Wider Ashcourt Rowan Group remaining in full force and effect and all filings reasonably considered necessary for such purpose have been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Transaction becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(G) except as Disclosed, no member of the Wider Ashcourt Rowan Group having, since 30 September 2014:

(i) save as between Ashcourt Rowan and wholly-owned subsidiaries of Ashcourt Rowan or for Ashcourt Rowan Shares issued pursuant to the vesting of awards granted under the Ashcourt Rowan Share Schemes, issued, authorised or proposed the issue of additional shares of any class;

(ii) save as between Ashcourt Rowan and wholly-owned subsidiaries of Ashcourt Rowan or for the grant of awards under the Ashcourt Rowan Share Schemes, issued or agreed to issue, authorised or proposed the issue of securities convertible into shares of any class or rights, warrants or options to subscribe for, or acquire, any such shares or convertible securities;

(iii) other than to another member of the Ashcourt Rowan Group, recommended, declared, paid or made any bonus issue, dividend or other distribution whether payable in cash or otherwise;

(iv) save for intra-Ashcourt Rowan Group transactions, merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any asset or any right, title or interest in any asset (including shares and trade investments), in each case which asset is material in the context of the Wider Ashcourt Rowan Group taken as a whole, or authorised the same, other than in the ordinary course of business;

(v) save for intra-Ashcourt Rowan Group transactions, made or authorised or proposed or announced an intention to propose any change in its loan capital;

(vi) issued or authorised the issue of any debentures or (save for intra-Ashcourt Rowan Group transactions or save in the ordinary course of business) incurred or increased any material indebtedness or become subject to any material contingent liability;

(vii) purchased, redeemed or repaid any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(viii) other than pursuant to the Transaction, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement otherwise than in the ordinary course of business or entered into or changed the terms of any contract with any director or senior executive;

(ix) entered into, varied or authorised, any material contract, transaction or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or is reasonably likely to be restrictive on the businesses of any member of the Wider Ashcourt Rowan Group or the Wider Towry Group in a manner which is material or which is other than in the ordinary course of business and which in each case, is material in the context of the Wider Ashcourt Rowan Group taken as a whole;

(x) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

(xi) waived or compromised any claim otherwise than in the ordinary course of business where such waiver or compromise would have a material adverse effect on the financial position of the Wider Ashcourt Rowan Group taken as a whole or is material in the context of the Transaction;

(xii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business and which, in each case, is material in the context of the Wider Ashcourt Rowan Group taken as a whole or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition;

   (xiii)      having made or agreed or consented to any change to:

(1) the terms of the trust deeds constituting the pension scheme(s) established by any member of the Wider Ashcourt Rowan Group for its directors, employees or their dependents;

(2) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder;

(3) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(4) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued or made;

(xiv) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Ashcourt Rowan Group; or

(xv) having taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Ashcourt Rowan Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the City Code other than in relation to the Transaction,

and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this condition, the term "Ashcourt Rowan Group" shall mean Ashcourt Rowan and its wholly-owned subsidiaries;

   (H)        except as Disclosed, since 30 September 2014:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Ashcourt Rowan Group which is material in the context of the Wider Ashcourt Rowan Group taken as a whole save as a consequence of the proposed Transaction;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Ashcourt Rowan Group is or may become a party (whether as a plaintiff, defendant or otherwise) and (other than as a result of the Transaction) no investigation by any Third Party against or in respect of any member of the Wider Ashcourt Rowan Group having been instituted announced or threatened by or against or remaining outstanding in respect of any member of the Wider Ashcourt Rowan Group which in any and each such case might reasonably be expected to have a material adverse affect on the Wider Ashcourt Rowan Group taken as a whole;

(iii) no contingent or other liability of any member of the Wider Ashcourt Rowan Group having arisen or become apparent to Towry Finance which might reasonably be expected to have a material adverse affect on the Wider Ashcourt Rowan Group taken as a whole; and

(iv) no formal steps having been taken by any relevant regulator which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Ashcourt Rowan Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which might reasonably be expected to have a material adverse effect on the Wider Ashcourt Rowan Group taken as a whole; and

   (I)         except as Disclosed, Towry Finance not having discovered:

(i) that any financial, business or other information concerning the Wider Ashcourt Rowan Group as contained in the information disclosed at any time by or on behalf of any member of the Wider Ashcourt Rowan Group whether publicly, to any member of the Wider Towry Group, or to any of their advisers or otherwise is misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make that information not misleading, in each such case to an extent which is material in the context of the Wider Ashcourt Rowan Group taken as a whole;

(ii) that any member of the Wider Ashcourt Rowan Group is subject to any liability (contingent or otherwise) which is material in the context of the Wider Ashcourt Rowan Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Ashcourt Rowan Group to an extent which is material in the context of the Wider Ashcourt Rowan Group taken as a whole.

For the purposes of these conditions the "Wider Ashcourt Rowan Group" means Ashcourt Rowan and its subsidiary undertakings, associated undertakings and any other undertaking in which Ashcourt Rowan and/or such undertakings (aggregating their interests) have a significant interest and the "Wider Towry Group" means Towry and its subsidiary undertakings, associated undertakings and any other undertaking in which Towry and/or such undertakings (aggregating their interests) have a significant interest and for these purposes "subsidiary undertaking" and "undertaking" have the meanings given by the Companies Act 2006, "associated undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall be excluded for this purpose, and "significant interest" means a direct or indirect interest in twenty per cent. or more of the equity share capital (as defined in the Companies Act 2006).

Part B: Certain further terms of the Transaction

Towry Finance reserves the right to waive, in whole or in part, all or any of conditions (A) to (I) above, except for conditions (A) and (B), which cannot be waived.

Condition (B) must be fulfilled by, and conditions (C) to (I) (inclusive) fulfilled or waived by, no later than 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse. Towry Finance shall be under no obligation to waive or treat as satisfied any of conditions (C) to (I) (inclusive) by a date earlier than the latest date specified above for the fulfilment or waiver thereof, notwithstanding that the other conditions of the offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

If Towry Finance is required by the Panel to make an offer for Ashcourt Rowan Shares under the provisions of Rule 9 of the City Code, Towry Finance may make such alterations to any of the above conditions as are necessary to comply with the provisions of that Rule.

The Transaction will lapse if there is a Phase 2 CMA Reference in respect of the Transaction before the Court Meeting and the Ashcourt Rowan General Meeting.

Towry Finance reserves the right to elect (with the consent of the Panel) to implement the Transaction by way of a takeover offer (as defined in Part 28 of the Companies Act 2006). In such event, such offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Towry Finance may decide) (i) in nominal value of the shares to which such offer relates; and (ii) of the voting rights attached to those shares, and that is subject to Towry Finance and/or (with the consent of the Panel) any members of the Wider Towry Group having acquired or agreed to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Ashcourt Rowan, including, for this purpose, any such voting rights attaching to Ashcourt Rowan Shares that are unconditionally allotted or issued before the takeover offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

The availability of the Transaction to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Transaction will be governed by English law and be subject to the jurisdiction of the English courts, to the conditions set out below and in the formal Scheme Document. The Transaction will comply with the applicable rules and regulations of the FCA, the London Stock Exchange and the City Code.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

APPENDIX 2

TERMS OF THE LOAN NOTES

   1.         The Loan Notes will be issued by Towry and will: 
   (A)        be redeemable on the earlier of:

(i) (x) if a Listing has not occurred, the date Palamon ceases to control at least 50% of the voting rights in Towry or ceases to hold at least 30% of the issued share capital of Towry (excluding any share capital with a fixed return), or (y) if a Listing has occurred, the date Palamon ceases to control at least 30% of the issued share capital of Towry (excluding any share capital with a fixed return);

(ii) completion of any refinancing in full of Towry whether or not such refinancing is made available in whole or in part by existing lenders and regardless of the structure or nature of any replacement or additional facility; and

   (iii)        seven years following their date of issue,

provided that save as set out in paragraph 4 below redemption will in any case occur only when the lenders under the Facilities Agreement have been repaid in full, with prepayment following a change of control under paragraph 1(A)(i) above or a refinancing under paragraph 1(A)(ii) above constituting a repayment in full for these purposes;

(B) be non-transferrable (subject to certain limited exceptions, including to permit transfers to companies within the same group, by an investment fund to funds managed by the same fund manager and to any other noteholder who acquired their Loan Notes pursuant to the Scheme or as the case may be Offer);

   (C)        be unsecured; and 
   (D)        be unlisted.

2. If the Loan Notes have not been redeemed in full by 1 January 2017, the amount payable on redemption will be increased by 20 per cent. and from that date the Loan Notes will accrue interest on the amount payable on redemption at the rate of 20 per cent. compounded annually, to be paid only on redemption;

3. If the Loan Notes have not been redeemed in full by 1 January 2017, Towry will use commercially reasonable endeavours either to procure the occurrence of the events set out in paragraphs 1(A)(i) or 1(A)(ii) above or to obtain the consent of its lenders to the redemption

4. If between the date of issue of the Loan Notes and the date all sums payable in respect of the Loan Notes have been paid, Towry pays any dividend or makes any other distribution it will apply an amount equal to the lower of (i) the aggregate amount of such dividend or other distribution and (ii) the aggregate amount outstanding under the Loan Notes, in satisfying the amount due under the Loan Notes.

   5.         Full details of the Loan Notes will be contained in the Scheme Document.

APPENDIX 3

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this announcement:

   1.         Unless otherwise stated:

-- financial information relating to the Towry Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Towry for the year ended 31 December 2013; and

-- financial information relating to the Ashcourt Rowan Group has been extracted or derived (without any adjustment) from the audited annual report and accounts for Ashcourt Rowan for the year ended 31 March 2014 and Ashcourt Rowan's announcement dated 26 November 2014 of its half yearly results for the six months ended 30 September 2014 (which are unaudited).

2. The cash value of the Transaction is calculated on the basis of the fully diluted number of Ashcourt Rowan Shares in issue referred to in paragraph 4 below and excludes, for the avoidance of doubt, the value of the Loan Notes.

3. As at the close of business on 30 January 2015, being the last business day prior to the date of this announcement, Ashcourt Rowan had in issue 35,489,566 Ashcourt Rowan Shares. The International Securities Identification Number for Ashcourt Rowan Shares is GB00B6540P35.

4. The fully diluted share capital of Ashcourt Rowan (being 35,836,540 Ashcourt Rowan Shares) is calculated on the basis of:

   --      the number of issued Ashcourt Rowan Shares referred to in paragraph 3 above; and

-- any further Ashcourt Rowan Shares which may be issued on or after the date of this announcement on the exercise of options or vesting of awards under the Ashcourt Rowan Share Schemes, amounting in aggregate to 346,974 Ashcourt Rowan Shares.

5. Unless otherwise stated, all prices and closing prices for Ashcourt Rowan Shares are closing middle market quotations derived from the London Stock Exchange Daily Official List (SEDOL).

6. The premium calculations to the price per Ashcourt Rowan Share have been calculated by reference to a price of 168.5 pence per Ashcourt Rowan Share (being the closing price on 30 January 2015, the last business day prior to the date of this announcement) and exclude the value of the Loan Notes.

7. The average closing price per Ashcourt Rowan Share of 176.9 pence over the three month period ended 30 January 2015 is derived from data provided by Factset.

APPENDIX 4

DETAILS OF IRREVOCABLE UNDERTAKINGS

Ashcourt Rowan Directors' irrevocable undertakings

 
 Name of Ashcourt    Number of Ashcourt   Percentage of Ashcourt 
  Rowan Director      Rowan Shares         Rowan issued share 
                                           capital 
------------------  -------------------  ----------------------- 
 Jonathan Polin      231,645              0.65 
------------------  -------------------  -----------------------

This irrevocable undertaking remains binding in the event that a higher competing offer for Ashcourt Rowan is made, but ceases to be binding if:

(A) the Scheme Document is not published within 28 days of the date of this announcement (or such later date as the Panel may agree);

(B) the Scheme is withdrawn or lapses in accordance with its terms, except where the Scheme is withdrawn or lapses as a result of Towry Finance exercising its right to implement the Transaction by way of an Offer in accordance with the City Code;

(D) the price per Ashcourt Rowan Share as included in the Scheme Document or Offer Document (as applicable) is less than 275 pence; or

   (E)        the Scheme does not become effective prior to 2 August 2015.

Other irrevocable undertakings

 
 Name of Ashcourt         Number of Ashcourt   Percentage of Ashcourt 
  Rowan Shareholder        Rowan Shares         Rowan issued share 
                                                capital 
-----------------------  -------------------  ----------------------- 
 Tetragon Financial 
  Group                   10,472,500           29.51 
-----------------------  -------------------  ----------------------- 
 The Jodi One Trust       4,463,798            12.58 
-----------------------  -------------------  ----------------------- 
 The Major Trust          3,422,637            9.64 
-----------------------  -------------------  ----------------------- 
 Kestrel Investment 
  Partners                3,383,909            9.53 
-----------------------  -------------------  ----------------------- 
 River and Mercantile     2,036,664            5.74 
-----------------------  -------------------  ----------------------- 
 Artemis                  1,750,000            4.93 
-----------------------  -------------------  ----------------------- 
 Cygnet Capital           1,080,760            3.05 
-----------------------  -------------------  ----------------------- 
 Micro Trading Capital    1,032,433            2.91 
-----------------------  -------------------  ----------------------- 
 Total                    27,642,701           77.89 
-----------------------  -------------------  -----------------------

Each of these irrevocable undertakings cease to be binding if:

(A) the Scheme Document is not published within 28 days of the date of this announcement (or such later date as the Panel may agree);

   (B)        the Scheme is withdrawn or lapses in accordance with its terms;

(C) the price per Ashcourt Rowan Share as included in the Scheme Document or Offer Document (as applicable) is less than 275 pence;

   (D)        the Scheme does not become effective prior to 2 August 2015;

(E) any other person (other than Jonathan Polin) holding shares, securities, options, swaps, warrants or other instruments in Ashcourt Rowan provides any irrevocable undertaking in respect of the Transaction which is on terms significantly different to the terms of these irrevocable undertakings;

(F) any third party announces before the Ashcourt Rowan General Meeting and the Court Meeting a firm intention to make a general offer (whether by way of an offer or a scheme of arrangement) for all Ashcourt Rowan Shares not already owned by such third party which provides for an amount or value of consideration that represents, at the sole determination of each Ashcourt Rowan Shareholder who has given the irrevocable undertaking, an improvement to the Transaction Consideration; or

(G) the Transaction is implemented by way of an Offer, in which case each of the Ashcourt Rowan Shareholders named immediately above has indicated only a non-binding intention to accept or procure acceptance of the Offer.

APPENDIX 5

DEFINITIONS

 
 "AIM"                            the Alternative Investment Market 
                                   of the London Stock Exchange 
 "Ashcourt Rowan"                 Ashcourt Rowan plc, incorporated 
                                   in England and Wales with registered 
                                   number 05406945 
 "Ashcourt Rowan Directors"       the directors of Ashcourt Rowan 
                                   as at the date of this announcement 
                                   or, where the context so requires, 
                                   the directors of Ashcourt Rowan 
                                   from time to time 
 "Ashcourt Rowan General          the general meeting of Ashcourt 
  Meeting"                         Rowan Shareholders to be convened 
                                   to consider and if thought fit pass, 
                                   amongst other things, a special 
                                   resolution in relation to the Scheme 
                                   and the Transaction 
 "Ashcourt Rowan Group"           Ashcourt Rowan and its Subsidiary 
                                   and associated undertakings 
 "Ashcourt Rowan Share Schemes"   the Ashcourt Rowan plc Long Term 
                                   Incentive Plan, Ashcourt Rowan plc 
                                   Share Incentive Plan and the contracts 
                                   for differences comprising the Ashcourt 
                                   Rowan Growth Securities Ownership 
                                   Plan 
 "Ashcourt Rowan Shareholders"    the holders of Ashcourt Rowan Shares 
 "Ashcourt Rowan Shares"          the ordinary shares of 20 pence 
                                   each in the capital of Ashcourt 
                                   Rowan 
 "Board"                          the board of directors 
 "Business Day"                   a day, (other than a Saturday, Sunday, 
                                   public or bank holiday) on which 
                                   banks are generally open for business 
                                   in London other than solely for 
                                   trading and settlement in Euro 
 "Cantor Fitzgerald"              Cantor Fitzgerald Europe, an unlimited 
                                   liability company which is authorised 
                                   and regulated by the FCA and whose 
                                   registered address is 1 Churchill 
                                   Place, London E14 5RB 
 "City Code"                      the City Code on Takeovers and Mergers 
 "Closing Price"                  the closing middle market quotations 
                                   of a share derived from the Daily 
                                   Official List of the London Stock 
                                   Exchange 
 "Conditions"                     the conditions of the Transaction 
                                   set out in Appendix 1 to this announcement 
 "Court"                          the High Court of Justice in England 
                                   and Wales 
 "Court Meeting"                  the meeting of the Ashcourt Rowan 
                                   Shareholders convened by order of 
                                   the Court pursuant to section 899 
                                   of the Companies Act 2006 for the 
                                   purpose of considering and, if thought 
                                   fit, approving the Scheme (with 
                                   or without amendment) and any adjournment 
                                   thereof 
 "CREST"                          the relevant system (as defined 
                                   in the Uncertificated Securities 
                                   Regulations 2001 (SI 2001/3755) 
                                   in respect of which Euroclear UK 
                                   & Ireland Limited is the Operator 
                                   (as defined in the Regulations) 
 "Disclosed"                      the information which has been fairly 
                                   disclosed by or on behalf of Ashcourt 
                                   Rowan: 
                                   (i) in the annual report and accounts 
                                   of the Ashcourt Rowan Group for 
                                   the financial year ended 31 March 
                                   2014; (ii) in the half yearly results 
                                   announcement of the Ashcourt Rowan 
                                   Group for the six months to 30 September 
                                   2014; (iii) in this announcement; 
                                   (iv) in any other public announcement 
                                   by, or on behalf of, Ashcourt Rowan 
                                   in accordance with the Listing Rules, 
                                   Disclosure Rules, Transparency Rules 
                                   or AIM Rules (as applicable) prior 
                                   to the date of this announcement; 
                                   (v) in writing prior to the date 
                                   of this announcement and addressed 
                                   directly to the Board of Towry; 
                                   (vi) prior to the date of this announcement 
                                   to Towry or its financial, accounting, 
                                   legal or tax advisers (specifically 
                                   as advisers in relation to the Transaction); 
                                   or (vii) fairly, in the virtual 
                                   data room operated by or on behalf 
                                   of Ashcourt Rowan in respect of 
                                   the Transaction prior to 21 January 
                                   2015. 
 "EBITDA"                         earnings before interest, taxes, 
                                   depreciation and amortisation 
 "Effective Date"                 the date on which the Scheme becomes 
                                   effective in accordance with its 
                                   terms 
 "Enlarged Group"                 the Ashcourt Rowan Group and the 
                                   Towry Group following completion 
                                   of the Transaction 
 "Executives"                     Jonathan Polin, Alfio Tagliabue 
                                   and Steve Haines 
 "Facilities Agreement"           the GBP169,000,000 facility agreement 
                                   dated 1 February 2015 between, amongst 
                                   others, Towry as parent, Towry Finance 
                                   as original borrower, certain Subsidiaries 
                                   of Towry (as guarantors), GE Corporate 
                                   Finance Bank SAS, HSBC Bank plc, 
                                   The Royal Bank of Scotland plc and 
                                   Intermediate Capital Managers Limited 
                                   as mandated lead arrangers and The 
                                   Royal Bank of Scotland plc as agent 
                                   and security agent, as it may be 
                                   amended from time to time 
 "FCA"                            the Financial Conduct Authority 
 "GSOP"                           the Ashcourt Rowan Growth Securities 
                                   Ownership Plan approved by Ashcourt 
                                   Rowan Shareholders in 2012 and known 
                                   as the "Ashcourt Rowan 2012 Share 
                                   Based Incentive Plan" 
 "Keefe, Bruyette & Woods"        Stifel Nicolaus Europe Limited, 
                                   trading as Keefe, Bruyette & Woods 
                                   Europe 
 "Listing"                        (i) a successful application being 
                                   made for the admission of any part 
                                   of the share capital of any member 
                                   of the Towry Group (or holding company 
                                   of any member of the Towry Group) 
                                   to the Official List maintained 
                                   by the FCA and the admission of 
                                   any part of the share capital of 
                                   any member of the Towry Group (or 
                                   holding company of any member of 
                                   the Towry Group) to trading on the 
                                   London Stock Exchange; or (ii) the 
                                   grant of permission to deal in any 
                                   part of the issued share capital 
                                   of any member of the Towry Group 
                                   (or holding company of any member 
                                   of the Towry Group) on AIM or the 
                                   Main Board or the Growth Market 
                                   of the ICAP Securities & Derivatives 
                                   Exchange (ISDX) or on any recognised 
                                   investment exchange (as that term 
                                   is used in the Financial Services 
                                   and Markets Act 2000) or in or on 
                                   any exchange or market replacing 
                                   the same or any other exchange or 
                                   market in any country 
 "Loan Notes"                     the loan notes to be issued by Towry 
                                   to Ashcourt Rowan Shareholders as 
                                   part of the Transaction Consideration, 
                                   the terms of which are set out in 
                                   Appendix 2 
 "London Stock Exchange"          London Stock Exchange plc 
 "Long-Stop Date"                 2 August 2015 
 "Meetings"                       the Court Meeting and the Ashcourt 
                                   Rowan General Meeting 
 "Morgan Stanley"                 Morgan Stanley & Co. International 
                                   plc 
 "Offer"                          should the Transaction be implemented 
                                   by way of a takeover offer as defined 
                                   in Chapter 3 of Part 28 of the Companies 
                                   Act 2006, the offer to be made by 
                                   or on behalf of Towry to acquire 
                                   the entire issued and to be issued 
                                   ordinary share capital of Ashcourt 
                                   Rowan and, where the context admits, 
                                   any subsequent revision, variation, 
                                   extension or renewal of such offer 
 "Offer Document"                 should the Transaction be implemented 
                                   by means of the Offer, the document 
                                   to be sent to Ashcourt Rowan Shareholders 
                                   which will contain, amongst other 
                                   things, the terms and conditions 
                                   of the Offer 
 "Offer Period"                   the period commencing on 2 February 
                                   2015 and ending on the earlier of 
                                   the date on which the Scheme becomes 
                                   effective and/or the date on which 
                                   the Scheme lapses or is withdrawn 
                                   (or such other date as the Panel 
                                   may decide) 
 "Opening Position Disclosure"    an announcement containing details 
                                   of interests or short positions 
                                   in, or rights to subscribe for, 
                                   any relevant securities of a party 
                                   to the offer if the person concerned 
                                   has such a position 
 "Overseas Shareholders"          Scheme Shareholders who are resident 
                                   in, ordinarily resident in, or citizens 
                                   of, jurisdictions outside the United 
                                   Kingdom 
 "Palamon"                        Palamon Capital Partners, L.P. and 
                                   any trust, fund or other entity 
                                   which is advised or managed by, 
                                   or is under the control of, Palamon 
                                   Capital Partners, L.P. or any of 
                                   its affiliates (other than any portfolio 
                                   investment or portfolio company) 
 "Panel"                          the Panel on Takeovers and Mergers 
 "Phase 2 CMA Reference"          a referral to the Chair of the Competition 
                                   and Markets Authority for the constitution 
                                   of a group under Schedule 4 to the 
                                   Enterprise and Regulatory Reform 
                                   Act 2013 
 "Restricted Jurisdiction"        any jurisdiction where local laws 
                                   or regulations may result in a significant 
                                   risk of civil, regulatory or criminal 
                                   exposure if information concerning 
                                   the Transaction is sent or made 
                                   available to Ashcourt Rowan Shareholders 
                                   in that jurisdiction 
 "Scheme"                         the proposed scheme of arrangement 
                                   under Part 26 of the Companies Act 
                                   2006 between Ashcourt Rowan and 
                                   Ashcourt Rowan Shareholders to implement 
                                   the Transaction 
 "Scheme Court Hearing"           the hearing of the Court to sanction 
                                   the Scheme under section 899 of 
                                   the Companies Act 2006 
 "Scheme Court Order"             the order of the Court sanctioning 
                                   the Scheme under section 899 of 
                                   the Companies Act 2006 
 "Scheme Document"                the document to be dispatched to 
                                   Ashcourt Rowan Shareholders including 
                                   the particulars required by section 
                                   897 of the Companies Act 2006 
 "Scheme Shareholder"             holders of Scheme Shares 
 "Scheme Shares"                  1. the Ashcourt Rowan Shares in 
                                   issue at the date of the Scheme 
                                   Document; 
                                   2. any Ashcourt Rowan Shares issued 
                                   after the date of the Scheme Document 
                                   and prior to the Voting Record Time; 
                                   and 
                                   3. any Ashcourt Rowan Shares issued 
                                   at or after the Voting Record Time 
                                   and prior to 6.00 p.m. on the day 
                                   before the date on which the Scheme 
                                   Court Order is made in respect of 
                                   which the original or any subsequent 
                                   holder thereof is bound by the Scheme, 
                                   or shall by such time have agreed 
                                   in writing to be bound by the Scheme 
 "Settlement Agreements"          the settlement agreements entered 
                                   into between Ashcourt Rowan and 
                                   each of the Executives dated 1 February 
                                   2015 in terms of which Ashcourt 
                                   Rowan has agreed (subject to the 
                                   approval of Ashcourt Rowan Shareholders 
                                   being obtained at the Ashcourt Rowan 
                                   General Meeting and the completion 
                                   of the Transaction) to make certain 
                                   contractual and ex gratia payments 
                                   to the Executives, as further described 
                                   in paragraph 8 of this announcement 
 "Subsidiary"                     has the meaning given in section 
                                   1159 of the Companies Act 2006 
 "Towry"                          Towry Holdings Limited, incorporated 
                                   in England and Wales with registered 
                                   number 04773122 
 "Towry Finance"                  Towry Finance Company Limited, incorporated 
                                   in England and Wales with registered 
                                   number 05721344 
 "Towry Group"                    Towry and its Subsidiary and associated 
                                   undertakings 
 "Transaction"                    the proposed acquisition of the 
                                   entire issued and to be issued share 
                                   capital of Ashcourt Rowan by Towry 
                                   Finance, to be effected by the Scheme 
                                   as described in this document (or 
                                   by the Offer under certain circumstances 
                                   described in this document) 
 "Transaction Consideration"      the consideration payable in respect 
                                   of the Ashcourt Rowan Shares in 
                                   connection with the Transaction 
 "UK" or "United Kingdom"         the United Kingdom of Great Britain 
                                   and Northern Ireland 
 "US" or "United States"          the United States of America, its 
                                   territories and possessions, any 
                                   state of the United States of America 
                                   and the District of Columbia 
 "Voting Record Time"             6.00 p.m. on the day prior to the 
                                   day immediately before the Court 
                                   Meeting or any adjournment thereof 
                                   (as the case may be) 
 "Wider Ashcourt Rowan Group"     has the meaning given in Appendix 
                                   1 
 "Wider Towry Group"              has the meaning given in Appendix 
                                   1

526720425a

This information is provided by RNS

The company news service from the London Stock Exchange

END

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