REG - Ashtead Group PLC Ashtead Capital Inc - Senior Notes Offering

AshteadAnnouncement

25/01/2024 13:45

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RNS Number : 9530A  Ashtead Group PLC  25 January 2024

ASHTEAD GROUP PLC

SENIOR NOTES OFFERING

This announcement contains inside information

25 January 2024

 

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 a single series
of benchmark-sized, senior notes (the "Notes"). The Notes will be fully and
unconditionally guaranteed on a senior unsecured basis by Ashtead and certain
of Ashtead's direct and indirect subsidiaries.

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 for general corporate
purposes and will initially repay a portion of the outstanding borrowings
under the First Priority Senior Secured Credit Facility, without a reduction
in commitment.

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 1,478 stores in the United
States ("US"), Canada and the United Kingdom ("UK") as of 31 October 2023.
 Ashtead conducts its equipment rental operations across all markets under
the name "Sunbelt Rentals".

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 (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 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. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as amended or
superseded, 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.   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 UK. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
by virtue of the European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a
customer within the meaning of the provisions of the Financial Services and
Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic
law by virtue of the EUWA. Consequently, no key information document required
by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of
the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or
otherwise making them available to retail investors in the UK has been
prepared and, therefore, offering or selling the Notes or otherwise making
them available to any retail investor in the UK may be unlawful under the UK
PRIIPs Regulation.

6.   This communication is directed only to, and is only directed at,
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 or superseded, the "Financial Promotion Order"), (iii) are high
net worth entities or other 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 FSMA) in connection with the issue or sale of any Notes 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.

7.   FCA/Stabilisation.

 

 Enquiries:

 Michael Pratt, Chief Financial Officer      +44 (0)20 7726 9700

 Will Shaw, Director of Investor Relations

 Neil Bennett, H/Advisors Maitland           +44 (0)20 7379 5151

 Sam Cartwright, H/Advisors Maitland

 

 

 

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