Company Announcements

ASHTEAD GROUP PLC

PRICING OF $1.2 BILLION OF SECOND PRIORITY SENIOR SECURED NOTES

29 October 2019

Further to yesterday's announcement regarding the notes offering, Ashtead Group plc ("Ashtead" or the "Company") announces the pricing of the offering of $600 million aggregate principal amount of 4.000% second priority senior secured notes due 2028 (the "2028 Notes") and $600 million aggregate principal amount of 4.250% second priority senior secured notes due 2029 (the "2029 Notes" and, together with the 2028 Notes, the "Notes") by Ashtead Capital, Inc. ("Ashtead Capital"), an indirect wholly owned subsidiary of Ashtead. The issue prices are 100% of the principal amount of the 2028 Notes and 100% of the principal amount of the 2029 Notes, respectively. The offering is expected to close on 4 November 2019, subject to customary closing conditions. The Notes will 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.

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 closing of the offering will not be conditioned on the consummation of the offer.

Ashtead's chief executive, Brendan Horgan, commented:

"We are delighted with the support our new offering has commanded from investors.  Good credit markets have enabled us to fix the cost of a further tranche of our debt at attractive long-term rates and extend our average debt maturity beyond 6 years. This enhances the flexibility of our debt package and further strengthens our balance sheet."

1.   The Notes are being 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 European Economic Area  ("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 Directive 2014/65/EU  (as amended or superseded, "MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded, the "Insurance Distribution Directive"), 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 (as amended or superseded, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, 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 for distribution only to persons who (i) are outside the United Kingdom; (ii) have professional experience in matters relating to investments falling within Article 19(5) 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) 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 new 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 Notes are not being offered to the public in the United Kingdom.

6.   FCA/Stabilisation.