Ashtead Group Regulatory News (AHT)

ASHTEAD GROUP PLC

SECOND PRIORITY SENIOR SECURED NOTES OFFERING

This announcement contains inside information

28 October 2019

Ashtead Group plc ("Ashtead" or the "Company") today announces that its wholly owned subsidiary, Ashtead Capital, Inc. ("Ashtead Capital"), is conducting a private offering, subject to market and other conditions, of approximately $1 billion aggregate principal amount consisting of second priority senior secured notes due 2028 and second priority senior secured notes due 2029 (collectively, the "Notes"). The Notes will initially be fully and unconditionally guaranteed on a senior secured basis by Ashtead and certain of Ashtead's direct and indirect subsidiaries. Once the 2024 Notes (as defined below) are fully repurchased or redeemed, the Company expects that its collateral will be released under its existing notes, including the Notes.

The exact terms and timing of the offering, including the final aggregate principal amount of the Notes offered, will depend on market conditions and other factors.

Ashtead intends to use the net proceeds of the offering to (i) fund the tender offer and related redemption of all of its outstanding $500 million aggregate principal amount of 2024 Notes (the "2024 Notes"), (ii) repay a portion of the outstanding amounts borrowed under its first priority senior secured credit facility and (iii) pay related fees and expenses.

The person responsible for the release of this announcement on behalf of Ashtead is Eric Watkins

1. The Notes will be 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 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 2016/97/EU, 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation"). 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.