REG-Ashtead Group Plc: Court Approval Of The Scheme Of Arrangement

AshteadAnnouncement

24/02/2026 14:30

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JURISDICTION OR WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT
LAWS OF ANY SUCH JURISDICTION

FOR IMMEDIATE RELEASE

24 February 2026

ASHTEAD GROUP PLC                    
                     (the "Company")

COURT APPROVAL OF THE SCHEME OF ARRANGEMENT

Further to the announcement on                     11 February 2025         
           relating to the proposals to establish, by means of a scheme of
arrangement under Part 26 of the Companies Act 2006, a new                   
 Delaware                     corporation, Sunbelt Rentals Holdings, Inc.
(“                     Sunbelt Rentals                    ”) as the
holding company of the Ashtead group in connection with its proposed new US
primary listing (the “                     Scheme                    ”),
and the announcement on 10 June 2025 in relation to the results of the Court
Meeting and the General Meeting,           the Company is pleased to announce
that the Court has today made the Court Order sanctioning the Scheme.

Capitalised terms used in this announcement, unless otherwise defined, shall
have the meanings given to them in the scheme circular published on 13 May
2025 in relation to the Scheme (the “                     Scheme Circular   
                ”).

Next steps and timetable

The Scheme remains conditional on the Court Order being delivered to the
Registrar of Companies which is expected to occur at 10.00 p.m. (UK time) on
27 February 2026.

The expected timetable of principal events for the implementation of the
Scheme, the de-listing of the Company’s shares and the listing of Sunbelt
Rentals’ shares remains as set out on page 6 of the Scheme Circular and as
follows:

 Event                                                                                                                                                                          Time and date                                                    
 Publication of U.K. Prospectus                                                                                                                                                 February 25, 2026                                                
 Effectiveness of Form 10                                                                                                                                                       February 26, 2026                                                
 Last day of dealings in, and for registration of transfers of, and disablement in CREST of, Ashtead Shares                                                                     February 27, 2026                                                
 Scheme Record Time                                                                                                                                                             6.30 p.m. UK time on February 27, 2026                           
 Scheme Effective Time                                                                                                                                                          10.00 p.m. UK time on                                            
                                                                                                                                                                                 February 27, 2026                                               
 Cancellation of the entire existing share capital of Ashtead, new shares in Ashtead issued to Sunbelt Rentals and issuance of Sunbelt Rentals Shares to Ashtead Shareholders   After 10.00 p.m. UK time on February 27, 2026                    
 De-listing of Ashtead Shares                                                                                                                                                   8.00 a.m. UK time on March 2, 2026                               
 Listing Effective Date                                                                                                                                                         March 2, 2026                                                    
 London Listing Effective Time                                                                                                                                                  8.00 a.m. UK time on March 2, 2026                               
 New York Listing Effective Time                                                                                                                                                9.30 a.m. New York time on                                       
                                                                                                                                                                                 March 2, 2026                                                   
 Sunbelt Rentals Shares registered through DRS (in respect of Scheme Shares held in certificated form only)                                                                     As soon as possible after the New York Listing Effective Time    
 Creation of Sunbelt Rentals DIs by Computershare Investor Services PLC and issuance of such Sunbelt Rentals DIs to CREST participant accounts                                  As soon as possible after the New York Listing Effective Time    
 Dispatch of statements of entitlement and DRS Advice to Sunbelt Rentals Shares registered through DRS                                                                          No later than 14 days after the New York Listing Effective Time  
 Dispatch of cheques and/or crediting of CREST accounts of Scheme Shareholders with any cash due in relation to the sale of Overseas Shareholders entitlements (if applicable)  No later than 14 days after the                                  
                                                                                                                                                                                 New York Listing Effective Time                                 

If any of the key dates set out in the timetable change, the Company will give
notice of this change by issuing an announcement through a Regulatory
Information Service and by making such announcement available on the Company's
website at                                           
https://www.ashtead-group.com/                               .

A further announcement will be made once the Scheme becomes effective.

Enquiries:

 Will Shaw, Director of Investor Relations  Ashtead Group                   +44 (0)20 7726 9700  
 Kevin Powers,  SVP, Investor Relations and Communications Sunbelt Rentals  +001 (803) 833 9353  

 



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