Ashtead Group PLC Expiration and Results of Cash Tender Offer (6218N)
August 10 2017 - 2:02AM
UK Regulatory
TIDMAHT
RNS Number : 6218N
Ashtead Group PLC
10 August 2017
ASHTEAD ANNOUNCES expiration and results of
cash tender offer for any and all of its outstanding
6.50% second priority senior secured notes due 2022
10 August 2017 - Ashtead Group plc (LSE:AHT) ("Ashtead")
announced today that the previously announced cash tender offer
(the "Offer') by its indirect, wholly-owned subsidiary, Ashtead
Capital, Inc. (the "Company") 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 principal
amount of $900 million expired at 5:00 p.m., New York City time, on
8 August 2017 (the "Expiration Time").
According to information provided by Global Bondholder Services
Corporation, the depositary and information agent for the Offer,
$561,743,000 aggregate principal amount of Notes were validly
tendered on or before the Expiration Time and not validly
withdrawn, which amount excludes $10,753,000 aggregate principal
amount of the Notes that remain subject to guaranteed delivery
procedures.
The Company accepted for payment all such Notes validly tendered
and not validly withdrawn in the Offer and made the payment for the
Notes on 9 August 2017 (the "Payment Date"). The Company expects
the payment for the 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 is $1,035.50, plus any accrued and unpaid interest on the
Notes up to, but not including, the Payment Date.
The Company will provide an irrevocable notice to The Bank of
New York Mellon, the trustee, collateral agent and paying agent of
the Notes, of its intent to redeem all of the outstanding Notes
that are not purchased in the Offer, in accordance with the
redemption provisions of the indenture governing the Notes. The
redemption date for the remaining outstanding Notes is expected to
be on or around 11 September 2017.
The Company has retained J.P. Morgan Securities LLC to serve as
dealer manager for the Offer. 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.
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 was made only pursuant to the offer to
purchase that the Company distributed to the holders of the Notes.
This communication does not constitute a notice of redemption under
the optional redemption provisions of the indenture governing the
Notes.
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 have been 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.
This communication is directed 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"). 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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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