TIDMAHT TIDM38LP
RNS Number : 9084M
Ashtead Group PLC
02 August 2017
FOR IMMEDIATE RELEASE 2 AUGUST 2017
ASHTEAD ANNOUNCES COMMENCEMENT OF
Cash Tender Offer FOR any and all of ASHTEAD CAPITAL'S
OUTSTANDING 6.50% NOTES DUE 2022
2 August 2017 - Ashtead Group plc (LSE:AHT) ("Ashtead")
announced today that its indirect, wholly-owned subsidiary, Ashtead
Capital, Inc. (the "Company"), has commenced a cash tender offer
(the "Offer") for any and all of its outstanding 6.50% second
priority senior secured notes due 2022 (CUSIP Nos. 045054AB9 and
U04344AB0) (the "Notes") in an aggregate outstanding principal
amount of $900 million. The Offer is being made pursuant to an
offer to purchase dated today, which sets forth a more
comprehensive description of the terms of the Offer, and the
related letter of transmittal and notice of guaranteed delivery
(together, the "Offer Documents").
The Offer is scheduled to expire at 5:00 p.m., New York City
time, on 8 August 2017 unless extended or earlier terminated (the
"Expiration Time"). Holders of Notes must tender and not withdraw
their Notes on or before the Expiration Time to receive the total
consideration.
Holders who validly tender their Notes pursuant to the
guaranteed delivery procedures described in the Offer Documents
must tender their Notes no later than 5:00 p.m. on the second
business day following the Expiration Time (the "Guaranteed
Delivery Date") to receive the total consideration.
We expect the payment for Notes accepted for purchase on or
before the Expiration Time to occur on 9 August 2017 (the "Payment
Date"). We expect the payment for Notes delivered under the
guaranteed delivery procedures to occur on 11 August 2017.
The total consideration for each $1,000 outstanding principal
amount of Notes validly tendered prior to the Expiration Time or
the Guaranteed Delivery Date and accepted for purchase by the
Company will be $1,035.50, plus any accrued and unpaid interest on
the Notes up to, but not including, the Payment Date.
Except as required by applicable law, Notes tendered may be
withdrawn only on or before the Expiration Time, or, if the Offer
is extended, the 10th business day after the commencement of the
Offer.
The Company has retained J.P. Morgan Securities LLC to serve as
dealer manager for the Offer. Any questions for the dealer manager
may be directed to J.P. Morgan Securities LLC by phone at +1 866
834 4666 (Toll-Free) or +1 212 834 3424 (Collect). The Company has
retained Global Bondholder Services Corporation to serve as the
depositary and the information agent for the Offer.
Requests for documents and questions about the Offer may be
directed to Global Bondholder Services Corporation by phone at +1
212 430 3774 (Banks and Brokers) or +1 866 470 3900 (Toll-Free) or
in writing at 65 Broadway - Suite 404, Attn: Corporate Actions, New
York, New York 10006. Copies may also be obtained at
http://www.gbsc-usa.com/Ashtead
The Offer is subject to the satisfaction of certain conditions,
including a financing condition. If any of the conditions are not
satisfied, the Company is not obligated to accept for payment,
purchase or pay for, and may delay the acceptance for payment of,
any tendered Notes, in each event subject to applicable laws, and
may terminate the Offer. The Offer is not conditioned on the tender
of a minimum principal amount of Notes. The Company is not
soliciting consents from holders of Notes in connection with the
Offer. The Offer is made only by and pursuant to the terms of the
offer to purchase, and the information in this press release is
qualified by reference to the offer to purchase. None of the
Company, the dealer manager or the depositary and information agent
makes any recommendations as to whether holders should tender their
Notes pursuant to the Offer. Holders must make their own decisions
as to whether to tender Notes, and, if so, the principal amount of
Notes to tender.
Enquiries:
Geoff Drabble, Chief Executive
Suzanne Wood, Finance Director
Will Shaw, Director of
Investor Relations +44 (0)20 7726 9700
Becky Mitchell, Maitland
Tom Eckersley, Maitland +44 (0)20 7379 5151
This press release is for informational purposes only and does
not constitute an offer to buy or the solicitation of an offer to
sell any Notes. The Offer is being made only pursuant to the offer
to purchase that the Company will be distributing to the holders of
the Notes shortly. Holders of the Notes and investors should read
carefully the offer to purchase because it contains important
information, including the various terms of and conditions to the
Offer.
The offer to purchase does not constitute an offer to buy or the
solicitation of an offer to sell Notes in any jurisdiction in which
such offer or solicitation is unlawful. In those jurisdictions
where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer, the Offer shall be deemed
to be made on behalf of the Company by the dealer manager or one or
more registered brokers or dealers licensed under the laws of such
jurisdiction. Neither the delivery of the offer to purchase nor any
purchase of Notes shall, under any circumstances, create any
implication that there has been no change in Ashtead's or Ashtead's
affiliates' affairs since the date of the offer to purchase, or
that the information included herein is correct as of any time
subsequent to the date hereof.
The offer to purchase is for distribution only to persons who
(i) 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"), (ii) are persons falling within Article 49(2)(a)
to (d) ("High net worth companies, unincorporated associations,
etc.") of the Financial Promotion Order, (iii) are outside the
United Kingdom, (iv) are persons falling within Article 43(2) of
the Financial Promotion Order ("Members and creditors of certain
bodies corporate"), or (v) 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"). The
offer to purchase 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 the offer to
purchase relates is available only to relevant persons and will be
engaged in only with relevant persons.
The offer to purchase has not been filed with or reviewed by the
United States Securities and Exchange Commission (the "SEC") or any
state securities commission, nor has the SEC or any such commission
passed upon the accuracy or adequacy of the offer to purchase or
any of the other documents delivered herewith. Any representation
to the contrary is unlawful and may be a criminal offense.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPLLFVLTDIFIID
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