Ashtead Capital Inc Publication of Admission Particulars

 
TIDM55MF 
 
ASHTEAD CAPITAL, INC. 
 
                     PUBLICATION OF ADMISSION PARTICULARS 
 
26 July 2018 
 
Ashtead Capital, Inc. ("Ashtead Capital"), an indirect wholly owned subsidiary 
of Ashtead Group plc ("Ashtead" or the "Company"), announces the publication of 
the admission particulars in connection with the issuance of the $600 million 
5.250% second priority senior secured notes due 2026 (the "Notes") by Ashtead 
Capital. The Notes are fully and unconditionally guaranteed on a senior secured 
basis by Ashtead and certain of Ashtead's direct and indirect subsidiaries. 
 
Application has been made for the Notes to be admitted to trading on the 
International Securities Market of the London Stock Exchange on 30 July 2018 
(the "Listing"). The admission particulars for the Listing have been published 
and are available at http://content.prnewswire.com/documents/ 
PRNUK-2607181703-FD59_Admission_Particulars_-_5.25_notes_due_2026_CC.pdf. 
 
____________________________________________________________________________ 
 
1.   The Notes are being offered in the United States only to qualified 
institutional buyers pursuant to the exemption from registration under Rule 
144A under the Securities Act of 1933, as amended (the "Securities Act"), and 
outside the United States only to non-U.S. investors pursuant to Regulation S 
under the Securities Act. The Notes have not been registered under the 
Securities Act or any state securities laws and unless so registered, may not 
be offered or sold in the United States except pursuant to an exemption from, 
or in a transaction not subject to, the registration requirements of the 
Securities Act and applicable state securities laws. 
 
2.   This release shall not constitute an offer to sell or a solicitation of an 
offer to purchase the securities described herein or any other securities, and 
shall not constitute an offer, solicitation or sale in any state or 
jurisdiction in which such offer, solicitation or sale would be unlawful. 
 
3.   Ashtead is a public limited company incorporated under the laws of England 
and Wales and its stock is publicly traded on the London Stock Exchange (LSE: 
AHT).  The Company is one of the largest international equipment rental 
companies, with a network of 899 stores in the United States ("US"), Canada and 
the United Kingdom ("UK") as of April 30, 2018. Ashtead conducts its equipment 
rental operations in the US and Canada under the name "Sunbelt Rentals" and in 
the UK under the name "A-Plant." 
 
4.   The Notes are not intended to be offered, sold or otherwise made available 
to and should not be offered, sold or otherwise made available to any retail 
investor in the EEA. For these purposes, a retail investor means a person who 
is one (or more) of: (i) a retail client as defined in point (11) of Article 4 
(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC, 
where that customer would not qualify as a professional client as defined in 
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as 
defined in Directive 2003/71/EC (as amended, the "Prospectus Directive"). 
Consequently, no key information document required by Regulation (EU) No 1286/ 
2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise 
making them available to retail investors in the EEA has been prepared and 
therefore offering or selling the Notes or otherwise making them available to 
any retail investor in the EEA may be unlawful under the PRIIPs Regulation. 
 
5.   This communication is directed only to persons who (i) are outside the 
United Kingdom; (ii) are persons falling within Article 19(5) ("Investment 
professional") of the Financial Services and Markets Act 2000 (Financial 
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (iii) are 
persons falling within Article 49(2)(a) to (d) ("High net worth companies, 
unincorporated associations, etc.") of the Financial Promotion Order, or (iv) 
are persons to whom an invitation or inducement to engage in investment 
activity (within the meaning of section 21 of the Financial Services and 
Markets Act 2000) in connection with the issue or sale of any Securities may 
otherwise lawfully be communicated or caused to be communicated (all such 
persons together being referred to as "relevant persons").  This communication 
is directed only at relevant persons and must not be acted on or relied on by 
persons who are not relevant persons.  Any investment or investment activity to 
which this communication relates is available only to relevant persons and will 
be engaged in only with relevant persons. 
 
6.   FCA/Stabilisation. 
 
Enquiries: 
 
Geoff Drabble, Chief Executive 
 
Michael Pratt, Finance Director 
 
Will Shaw, Director of Investor Relations  +44 (0)20 7726 9700 
 
Becky Mitchell, Maitland 
 
James McFarlane, Maitland                    +44 (0)20 7379 5151 
 
 
 
END
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