Ashtead Capital Inc Publication of Admission Particulars

 
TIDM55MF 
 
ASHTEAD CAPITAL, INC. 
 
                     PUBLICATION OF ADMISSION PARTICULARS 
 
5 November 2019 
 
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 $600,000,000 
4.000% second priority senior secured notes due 2028 and the $600,000,000 
4.250% second priority senior secured notes due 2029 (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. 
Once the $500 million aggregate principal amount of the Company's outstanding 
5.625% second priority senior secured notes due 2024 have been fully 
repurchased or redeemed, the Company expects that its collateral will be 
released under its existing notes, including the Notes. 
 
Application has been made for the Notes to be admitted to trading on the 
International Securities Market of the London Stock Exchange on 6 November 2019 
(the "Listing"). The admission particulars for the Listing have been published 
and are available at https://mma.prnewswire.com/media/1023417/ 
Admission_Particulars.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 1,052 stores in the United States ("US"), 
    Canada and the United Kingdom ("UK") as of July 31, 2019. 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 European Economic Area("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 Directive 2014/65/EU(as amended 
    or superseded, "MiFID II"); or (ii) a customer within the meaning of 
    Directive 2016/97/EU (as amended or superseded, the "Insurance Distribution 
    Directive"), wherethat 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 Regulation (EU) 2017/1129 (as amended or 
    superseded, the "Prospectus Regulation"). Consequently, no key information 
    document required by Regulation (EU) No 1286/2014 (as amended, 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 for distribution only to persons who (i) are outside 
    the United Kingdom; (ii) have professional experience in matters relating 
    to investments falling within Article 19(5) 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) 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 new 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. The Notes are not being 
    offered to the public in the United Kingdom. 
 
 6. FCA/Stabilisation. 
 
Enquiries: 
 
Michael Pratt, Finance Director 
 
Will Shaw, Director of Investor Relations +44 (0)20 7726 9700 
 
Neil Bennett, Maitland 
 
James McFarlane, Maitland                   +44 (0)20 7379 5151 
 
 
 
END
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