FOR IMMEDIATE
RELEASE
4 NOVEMBER
2019
ASHTEAD ANNOUNCES
expiration and results of
cash tender offer
for any and all of its outstanding
5.625% second
priority senior secured notes due 2024
4 November 2019 — 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 5.625% second priority senior
secured notes due 2024 (CUSIP Nos. 045054AC7 and U04503AB1) (the
“Notes”) in an aggregate principal amount of $500 million expired at 5:00 p.m., New York
City time, on 1 November 2019
(the “Expiration Time”).
According to information provided by Global Bondholder Services
Corporation, the depositary and information agent for the Offer,
$189,136,000 aggregate principal
amount of Notes were validly tendered on or before the Expiration
Time and not validly withdrawn, which amount excludes $315,000 aggregate principal amount of the Notes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and not validly withdrawn in the Offer and made the payment for the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 4 November 2019 (the
“Payment Date”). The Company expects the payment for the Notes
delivered under the guaranteed delivery procedures to occur on 6
November 2019.
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
$1,030.50, 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 6 December 2019.
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 +1 866 794 2200 (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:
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
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 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.
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.