FOR IMMEDIATE RELEASE 28 October 2019
ASHTEAD ANNOUNCES COMMENCEMENT OF
Cash Tender Offer FOR any and all of ASHTEAD CAPITAL'S
OUTSTANDING 5.625% NOTES DUE 2024
28 October 2019 - 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 5.625% second priority senior secured notes due 2024 (CUSIP Nos. 045054AC7 and U04503AB1) (the "Notes") in an aggregate outstanding principal amount of $500 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 1 November 2019 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 4 November 2019 (the "Payment Date"). We expect the payment for 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 will be $1,030.50, 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Except as required by applicable law, Notes tendered may be withdrawn only on or before the Expiration Time, or, if the Offer is extended, the 10th business day after the commencement of the Offer.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 +1 866 794 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.
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.
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 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.
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.
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.
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