1st Aug 2006 08:56
Ashtead Holdings plc01 August 2006 ASHTEAD HOLDINGS PLC RECEIPT OF REQUIRED CONSENTS IN CONNECTION WITH CASH TENDER OFFER AND CONSENT SOLICITATION FOR OUTSTANDING 12% NOTES DUE 2014 Ashtead Holdings plc ("Ashtead Holdings"), a wholly-owned subsidiary of AshteadGroup plc, announced today that it had received, as of 4:00 p.m., UK time, on 31July, 2006, tenders and consents from holders of approximately 99.8% of itsoutstanding 12% second priority senior secured notes due 2014 (the "Notes") inconnection with its cash tender offer and consent solicitation for the Notes.The number of consents received substantially exceeded the number needed toapprove the adoption of the proposed amendments to the indenture under which theNotes were issued. The terms of the tender offer and consent solicitation forthe Notes are detailed in Ashtead Holdings' Offer to Purchase and ConsentSolicitation Statement dated 19 July, 2006. Based on the consents received, Ashtead Holdings is expected to execute as soonas practicable a supplemental indenture that will, once operative, eliminatemost of the restrictive covenants and events of default in the indenture and theNotes. The supplemental indenture will not become operative unless and untilNotes are accepted for purchase by Ashtead Holdings pursuant to the tenderoffer. The offer and the consent solicitation are being made in connection with thepreviously announced acquisition of NationsRent Companies, Inc. ("NationsRent")by Ashtead Group plc. The completion of the offer and consent solicitation issubject to the satisfaction or waiver of certain conditions, including, but notlimited to, the consummation of the acquisition of NationsRent by Ashtead Groupplc and the offering by Ashtead Capital, Inc. of at least $550.0 million of newsecond priority senior secured notes. The offer and consent solicitation may beamended, extended or, under certain conditions, terminated. The offer will expire at 4:00 p.m., UK time, on 29 August, 2006, unless extendedby Ashtead Holdings. Holders who validly tender Notes after 4:00 p.m., UK time,on 31 July, 2006 but prior to the expiration date will not receive the consentpayment of £30 per £1,000 principal amount of Notes tendered. The dealer manager for the offer is Citigroup Global Markets Limited. Theinformation agent for the offer and consent solicitation is Lake Isle M&AIncorporated. The depositary for the offer is The Bank of New York. Copies of the offer to purchase and consent solicitation statement may beobtained from the Information Agent, Lake Isle M&A Incorporated (Freefone 008007710 9970 from EU countries and 011 22 20 7710 9960 from other countries;holders in the U.S. may call Innisfree M&A Incorporated toll-free at (888)750-5834 and banks and brokers may call collect at (212) 750-5833) or the dealermanager, Citigroup Global Markets Limited (+44 20 7986 8969). Contacts: AshteadCob Stenham, Non-executive Chairman +44 (0) 20 7299 5562George Burnett, Chief Executive +44 (0) 1372 362 300Ian Robson, Finance Director +44 (0) 1372 362 300 MaitlandEmma Burdett +44 (0) 20 7379 5151 General: This press release is for information only and does not constitute an offer tobuy or the solicitation of an offer to sell any Notes. The offer and the consentsolicitation are being made only pursuant to the offer to purchase and consentsolicitation statement that Ashtead Holdings previously distributed to theholders of the Notes. Holders of the Notes and investors should read carefullythe offer to purchase and consent solicitation statement because they containimportant information, including the various terms of and conditions to theoffer and the consent solicitation. The offer to purchase and consent solicitation statement does not constitute anoffer to buy or the solicitation of an offer to sell notes in any jurisdictionin which such offer or solicitation is unlawful. In those jurisdictions wherethe securities, blue sky or other laws require the offer to be made by alicensed broker or dealer, the offer shall be deemed to be made on behalf of usby the dealer manager or one or more registered brokers or dealers licensedunder the laws of such jurisdiction. Neither the delivery of the offer topurchase and consent solicitation statement nor any purchase of notes shall,under any circumstances, create any implication that there has been no change inAshtead's or Ashtead's affiliates' affairs since the date hereof, or that theinformation included or incorporated by reference herein is correct as of anytime subsequent to the date hereof or thereof, respectively. The offer to purchase and consent solicitation statement is for distributiononly to persons who (i) are persons falling within Article 19(5) ("Investmentprofessional") of the Financial Services and Markets Act 2000 (FinancialPromotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) arepersons falling within Article 49(2)(a) to (d) ("High net worth companies,unincorporated associations, etc.") of the Financial Promotion Order, (iii) areoutside the United Kingdom, (iv) are persons falling within Article 43(1)(b) ofthe Financial Promotion Order ("Members and creditors of certain bodiescorporate"), or (v) are persons to whom an invitation or inducement to engage ininvestment activity (within the meaning of section 21 of the Financial Servicesand Markets Act 2000) in connection with the issue or sale of any Securities mayotherwise lawfully be communicated or caused to be communicated (all suchpersons together being referred to as "relevant persons"). The offer to purchaseand consent solicitation statement is directed only at relevant persons and mustnot be acted on or relied on by persons who are not relevant persons. Anyinvestment or investment activity to which the offer to purchase and consentsolicitation statement relates is available only to relevant persons and will beengaged in only with relevant persons. The offer to purchase and consent solicitation statement and any other offeringmaterial have not been submitted to the clearance procedures of CommissioneNazionale per le Societ a e la Borsa (CONSOB) and are not directed to investorsresident in Italy. No interests in the notes are being offered, sold, purchasedor delivered, no Consent is being solicited and neither the offer to purchaseand consent solicitation statement nor any other offering or publicity materialrelating to the offer is or will be distributed to holders who are Italianresidents or who are located in Italy by Ashtead or the dealer manager or anyother person acting on its or their behalf. Accordingly, holders are herebynotified that, to the extent such holders are Italian residents or are locatedin Italy, the offer is not available to them and, as such, any electronicacceptance instruction or any other acceptance instruction in whatever formreceived from such persons shall be void. The offer to purchase and consent solicitation statement has not been filed withor reviewed by the United States Securities and Exchange Commission (the "SEC")or any state securities commission, nor has the SEC or any such commissionpassed upon the accuracy or adequacy of the offer to purchase and consentsolicitation statement or any of the other documents delivered herewith. Anyrepresentation to the contrary is unlawful and may be a criminal offense. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ashtead Group