Ashtead Technology Holdings plc (AT.), the subsea equipment and services specialist listed on the London Stock Exchange's Main Market, has published its formal scheme document relating to the recommended 615 pence per share cash acquisition by Pine Acquisition UK Bidco Limited, a vehicle controlled by funds managed and advised by Ember Infrastructure Management, LP. The scheme document was posted to shareholders on 12 November 2026, following the original deal announcement on 21 October 2026. Shareholders will now be asked to approve the acquisition at two meetings scheduled for 7 December 2026, with the scheme currently expected to become effective either late in the fourth quarter of 2026 or early in the first quarter of 2027.

Key Points

  • Ashtead Technology Holdings plc (AT.) — subsea equipment and services company listed on the London Stock Exchange Main Market
  • Pine Acquisition UK Bidco Limited, backed by Ember Infrastructure Management, LP, is offering 615 pence per share in cash via a Court-sanctioned scheme of arrangement
  • Court Meeting and General Meeting both scheduled for 7 December 2026 at Ashurst Perkins Coie UK LLP, London; proxy deadline is 2.00 p.m. on 3 December 2026
  • Investors should watch whether the requisite 75 per cent. in value shareholder approval threshold is met at the Court Meeting and whether all scheme conditions are satisfied ahead of the Long-Stop Date of 21 February 2027

Ember Infrastructure's 615p Per Share Bid Advances as Ashtead Technology Posts Formal Scheme Document

The scheme document dispatched on 12 November 2026 sets out the full terms and conditions of the acquisition, through which Pine Acquisition UK Bidco Limited — a company controlled by funds managed and advised by Ember Infrastructure Management, LP and its affiliates — will acquire the entire issued and to be issued share capital of Ashtead Technology. The structure employed is a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, a mechanism commonly used for recommended takeovers in the United Kingdom. The document includes an explanatory statement, an expected timetable of principal events, and notices of both the Court Meeting and the General Meeting.

Shareholder Approval Requires 75 Per Cent. Threshold at 7 December Court Meeting

For the scheme to proceed, it must receive approval from a majority in number representing 75 per cent. or more in value of votes cast by scheme shareholders at the Court Meeting, as well as the passing of the relevant resolution at the General Meeting. Both meetings are scheduled to commence on 7 December 2026 at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW. Proxy forms must be submitted by 2.00 p.m. on 3 December 2026 for the Court Meeting and 2.15 p.m. on 3 December 2026 for the General Meeting. The scheme also remains subject to other conditions disclosed in the scheme document.

Ashtead Technology Directors Unanimously Recommend Shareholders Vote in Favour

The Ashtead Technology board, advised on the financial terms by joint financial advisers Deutsche Numis and Peel Hunt, has unanimously concluded that the acquisition terms are fair and reasonable, and recommends shareholders vote in favour of the scheme at both meetings. The directors have irrevocably undertaken to vote in favour in respect of their own beneficial holdings. Following the scheme becoming effective, Ashtead Technology's shares will be cancelled from the Official List and from trading on the Main Market, with the last day of dealings expected to be the business day immediately following the Court sanction, and the company will subsequently be re-registered as a private limited company.

Acquisition Long-Stop Date Set at 21 February 2027 Amid Delisting and Cash Settlement Timeline

The scheme document confirms that the Long-Stop Date — the final deadline by which the scheme must become effective — is 21 February 2027. Cash consideration is expected to be dispatched to shareholders within 14 days of the effective date. The scheme becoming effective is contingent upon Court sanction following the shareholder votes, plus satisfaction or waiver of all remaining conditions. Investors should note that any changes to the meeting timetable will be communicated via a Regulatory Information Service announcement, and updates will also be published on Ashtead Technology's dedicated offer website.