7th Jul 2005 07:01
Ashtead Group PLC07 July 2005 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THEUNITED STATES, AUSTRALIA, CANADA, FRANCE, JAPAN OR NEW ZEALAND ASHTEAD GROUP PLC PLACING AND OPEN OFFER TO RAISE c.£70 MILLION Ashtead Group plc ("Ashtead"), the international equipment rental group servingthe construction, industrial and homeowner markets, today announces arefinancing that includes: 1. The Placing of 73.4 million New Ordinary Shares at 95.5 pence per share, of which 54.4 million New Ordinary Shares are subject to clawback to satisfy valid applications under the Open Offer (on the basis of 1 New Ordinary Share for every 6 Existing Ordinary Shares at 95.5 pence per share). The Placing and the Open Offer are expected to raise approximately £70 million before expenses. 2. The raising of $250 million (approximately £142 million), before expenses, by the issue of New Senior Loan Notes, which will be repayable in full in August 2015. Ashtead has today also separately announced its results for the year ended 30April 2005. These show that Ashtead continues to perform strongly in all threeof its divisions and that the outlook for the business remains positive. The Placing and the Open Offer have been fully underwritten. It is expected thatdealings in the New Ordinary Shares will commence on 3 August 2005. Through the refinancing, Ashtead will be able to: • improve its financial flexibility by satisfying early its obligations to repay the existing Rentokil Convertible Loan Note, at a discount of approximately 11%; • redeem up to 35% of the existing Senior Loan Notes which carry interest at a rate of 12%; • further de-leverage the balance sheet; • further extend the average debt maturity to approximately 7 years; • avoid the potential dilution to existing shareholders which would occur if the Convertible Loan Note were to convert into equity; • broaden the investor base; and • facilitate the payment of dividends in the future. The Directors believe that the stronger capital base created by the refinancingwill provide the Company with significantly greater flexibility in developingthe Group over the coming years. George Burnett, Chief Executive of Ashtead, commented: "This refinancing will complete the restructuring of the Group's capital basewhich began in April 2004. The revised arrangements provide a secure long-termcapital structure for Ashtead, which will provide flexibility to the Companygoing forward and allow the management to concentrate on the Group's strategicdevelopment." Definitions of certain terms used in this Announcement are detailed at the endof this Announcement. Contacts: Ashtead Group plc Chief Executive Officer 01372 362300-----------------George Burnett Finance Director--------------Ian Robson---------- JPMorgan Cazenove Limited 020 7588 2828(Financial adviser, sponsor, joint broker and joint bookrunner) Julian OakleyDermot McKechnie Evolution Securities Limited 020 7071 4300----------------------------(Joint broker, joint bookrunner and joint underwriter)Steve RobertsStuart Andrews The Maitland Consultancy------------------------Brian Hudspith 020 7379 5151Emma Burdett JPMorgan Cazenove, which is regulated in the United Kingdom by the FinancialServices Authority, is acting as sponsor, financial adviser, joint broker andjoint bookrunner for Ashtead and no one else in connection with the Placing andthe Open Offer and will not be responsible to anyone other than Ashtead forproviding the protections afforded to its customers or for providing advice inrelation to the Placing and the Open Offer. Evolution, which is regulated in theUnited Kingdom by the Financial Services Authority, is acting as joint broker,joint bookrunner and joint underwriter for Ashtead and no one else in connectionwith the Placing and the Open Offer and will not be responsible to anyone otherthan Ashtead for providing the protections afforded to its customers or forproviding advice in relation to the Placing and the Open Offer. J.P. MorganSecurities (acting through JPMorgan Cazenove) is acting as joint underwriter ofthe Placing and the Open Offer. This Announcement has been issued by the Company and is the sole responsibilityof the Company. It has not been independently verified by JPMorgan Cazenove,Evolution, or any other person. This Announcement does not purport to becomprehensive or to contain all the information that a recipient may need inorder to evaluate the Company. No representation or warranty, express orimplied, is given and, so far as is permitted by law and except in the case offraud, no responsibility or liability is accepted by any person, with respect tothe accuracy or completeness of the Announcement or its contents or any oral orwritten communication in connection with the Placing and the Open Offer. Inparticular, but without limitation, no representation or warranty is given as tothe achievement or reasonableness of, and no reliance should be placed on, anyprojections, targets, estimates or forecasts contained in this Announcement. Inall cases, interested parties should conduct their own investigation andanalysis of the Company and the data contained in this Announcement. None of the New Ordinary Shares or the New Senior Loan Notes have been, nor willbe, registered in the United States under the U.S. Securities Act 1933, asamended, or under the securities laws of Australia, Canada, France, Japan or NewZealand and they may not, subject to certain exceptions, be offered, sold,delivered or transferred, directly or indirectly, in or into the United States,Australia, Canada, France, Japan or New Zealand or any other jurisdiction wherethe extension or availability of the Placing and the Open Offer or the offer orsale of such securities would breach any applicable law (together, the "ExcludedTerritories") or to, or for the account or benefit of, any national, citizen orresident of any of the Excluded Territories. This Announcement is not an offerof securities for sale in the United States and securities may not be offered orsold in the United States absent registration or an exemption from registrationunder the U.S. Securities Act of 1933, as amended. There will be no public offerof the New Ordinary Shares in the United States. The Debt Issue will be onlymade to qualified institutional buyers in accordance with Rule 144A under theU.S. Securities Act of 1933, as amended, and to investors outside the UnitedStates in accordance with Regulation S under the U.S. Securities Act of 1933, asamended. This Announcement shall not constitute or form any part of any offer orinvitation to subscribe for, underwrite or otherwise acquire, or anysolicitation of any offer to purchase or subscribe for, securities including inthe United States. Any purchase of, or application for, securities in respect ofthe Placing and the Open Offer should only be made on the basis of informationcontained in the Prospectus, which is expected to be posted to shareholderslater today, and any supplement thereto. Prices and values of shares may go down as well as up and an investor may notget back the amount invested. It should be noted that past performance is noguide to future performance. Persons needing advice should consult anindependent financial adviser. Certain statements made in this Announcement are forward-looking statements.Such statements are based on current expectations and, by their nature, aresubject to a number of risks and uncertainties that could cause actual resultsand performance to differ materially from any expected future results orperformance, expressed or implied by the forward-looking statement. Theinformation and opinions contained in this Announcement are subject to changewithout notice and Ashtead assumes no responsibility or obligation to updatepublicly or revise any of the forward-looking statements contained herein. The release, publication or distribution of this Announcement in certainjurisdictions may be restricted by law and therefore persons in suchjurisdictions into which this Announcement is released, published or distributedshould inform themselves about and observe such restrictions. Any failure tocomply with these restrictions may constitute a violation of the securities lawsof any such jurisdiction. None of JPMorgan Cazenove, Evolution or the Company,nor their respective directors, officers or agents, accepts any liability to anyperson in relation to the distribution or possession of the Announcement in anyjurisdiction. Introduction Ashtead has separately announced today its results for the year ended 30 April2005. As reported, Ashtead continues to perform strongly in both of its mainmarkets and the outlook for the business remains positive. Financial highlights • Group pre-tax profit before goodwill of £25.3 million (2004* - £7.6 million) • Group pre-tax profit of £16.4 million (2004 - loss of £33.1 million) • Sunbelt profit** up 48% to $108.2 million (2004 - $73.3 million) • A-Plant profit** nearly tripled to £11.7 million (2004 - £4.0 million) • Debt further reduced by £53.6 million from cash flow despite 73% increase in capital expenditure to £125.5 million*** * in 2004, also before exceptional items** Sunbelt's and A-Plant's profit comprises their operating profit before goodwill amortisation and, in 2004, exceptional items*** excluding lease capitalisation effects Against this backdrop of positive business momentum, Ashtead proposes to raiseapproximately £70 million, before expenses, through the Placing and the OpenOffer of 73.4 million New Ordinary Shares at the Issue Price of 95.5 pence pershare. The Placing and the Open Offer have been fully underwritten by J.P.Morgan Securities and Evolution. Background to and reasons for the Placing and the Open Offer a) Introduction During the last 12 months, Ashtead has made significant progress. Operationally,the business has performed well, aided by an improved outlook in thenon-residential construction industry in the US market. The continuing strengthof the US market and the recent strong performance of A-Plant in competitivemarket conditions in the UK have been particularly encouraging. Financially, cash generation has been strong and the business has continued toreduce its overall levels of debt and to extend the maturity of its facilitieswhilst at the same time lowering its funding costs. During 2004, two newfacilities were put in place which replaced the Company's 2000 Senior SecuredCredit Facility and resulted in a reduction in the average interest rate and anincrease in the maturity profile of the debt: 1. In April 2004, Ashtead Holdings plc issued £120 million in principal amount of the Senior Loan Notes. The funds received were used to pre-pay $200 million of the 2000 Senior Secured Credit Facility. The Senior Loan Notes bear interest at a rate of 12% and are repayable in full on 1 May 2014. 2. In November 2004, the Group completed the syndication of the Senior Secured Credit Facility, a new $675 million five year asset-based first priority senior facility, which is committed until November 2009. The proceeds of the Senior Secured Credit Facility were used to repay the amounts outstanding under the 2000 Senior Secured Credit Facility and the accounts receivable securitisation, with the balance of the facility available to fund future requirements. Since 1 March 2005, interest has been payable at LIBOR plus 225 basis points. As at 30 April 2005, net debt was £493.2 million. This comprised: 1. £216.0 million under the Senior Secured Credit Facility;2. £32.0 million of obligations under finance leases;3. £115.8 million under the Senior Loan Notes;4. £131.3 million under the Convertible Loan Note; and5. £0.2 million of other indebtedness; less6. a cash balance of £2.1 million. As at the same date, total shareholders' funds were £126.9 million. The Convertible Loan Note was issued to a subsidiary of Rentokil Initial plc byAshtead in part consideration for the acquisition of BET USA, Inc. in June 2000.The Convertible Loan Note is redeemable at par on 31 March 2008 but under theterms of the Senior Secured Credit Facility, must be refinanced by Ashtead priorto November 2007. Ashtead has agreed the terms for the grant of an option with Rentokil Initialplc to repay early the Convertible Loan Note in its entirety for a total sum of£119.5 million plus all outstanding accrued unpaid interest (assuming that theoption is exercised on or before 15 August 2005). The Company may not exercisethe option under the Option Agreement if, at any time after the date of theOption Agreement but prior to the redemption date, the average of the mid-marketclosing prices of an Ashtead ordinary share for a period of ten consecutive daysexceeds 125 pence. The repayment amount represents a discount of approximately11% to the aggregate nominal value of £134 million. The amount of outstandingaccrued unpaid interest as at 3 August 2005, being the date on which it iscurrently anticipated that the option to repay will be exercised, will be £10.4million. If the Convertible Loan Note is not repaid early, on the adoption of IFRS in thecurrent financial year, an additional non-cash interest charge of approximately£3 million will be included in the Company's consolidated profit and lossaccount. The revised interest charge equates to the deemed total cost to theCompany of providing the debt element of the Convertible Loan Note as determinedunder the provisions of IAS 32. The terms of the Senior Loan Notes prescribe the circumstances under which theCompany may exercise the option to repay the Convertible Loan Note. The Companyhas elected to use the most cost-effective of the options available by usingdebt ranking on a pari passu basis with the Senior Loan Notes to raise thisfinance. In order to exercise this option (and to take advantage of thediscount), the Company must not exceed a ratio of consolidated debt to EBITDA of2.75 times (calculated on a pro forma basis). Over the course of the past two years, through cash flow applied to reduce debtand earnings growth, the Company has de-leveraged from a consolidated debt toEBITDA ratio of 4.1 times as at 30 April 2003 to a ratio of 2.9 times as at 30April 2005. Having achieved this reduction through trading, the Board hasdetermined that it is now appropriate to use equity in the form of the Placingand the Open Offer to achieve the remaining reduction necessary to allow theCompany to take advantage of the early repayment discount negotiated withRentokil Initial plc. Given the requirement to raise equity in order to allow the Convertible LoanNote to be repaid, the Board has decided to take the opportunity to exercise theCompany's option to redeem up to 35%, being £42 million, of the Senior LoanNotes at a redemption price of 112% of their principal amount, plus the accruedinterest. This will allow the Company to reduce further its average cost ofborrowing by using the majority of the proceeds of the Placing and the OpenOffer to redeem the maximum possible amount of outstanding Senior Loan Notes. b) Structure of the refinancing The Board has therefore proposed a refinancing, which includes: 1. The raising of approximately £70 million, before expenses, by the issue of 73.4 million New Ordinary Shares at the Issue Price of 95.5 pence per New Ordinary Share pursuant to the Placing and the Open Offer.2. The raising of $250 million (approximately £142 million at an exchange rate of $1.7544 as at 6 July 2005 (being the last practicable date prior to the publication of this document) or approximately £131 million at an exchange rate of $1.9099 as at 30 April 2005 (the last balance sheet date)), before expenses, by the issue of the New Senior Loan Notes, which will be repayable in full in August 2015. The interest rate payable will only be determined once the marketing of the New Senior Loan Notes is complete. Current indications are for an interest rate of around 9%. Once the final interest rate has been determined, which is expected to be by 22 July 2005, an announcement will be made. Both elements of the refinancing are inter-conditional. The Placing and the OpenOffer are both underwritten. c) Use of proceeds and benefits of the refinancing The combined proceeds of the Placing and the Open Offer and the Debt Issue willbe used to pre-pay in full the Convertible Loan Note at a total cost of £119.5million, plus the unpaid accrued interest (assuming that the option is exercisedon or before 15 August 2005), and to redeem £42 million in principal amount ofthe Senior Loan Notes together with accrued interest and the premium payable onredemption. Specifically, the proceeds of the Placing and the Open Offer will beused to redeem such portion of the Senior Loan Notes at a total cost ofapproximately £48 million, with the balance being applied to pre-pay theConvertible Loan Note and to finance the transaction expenses. Through the refinancing, the Company will be able to: • improve its financial flexibility by satisfying early its obligations to repay the Convertible Loan Note, whilst realising a discount of approximately 11%; • further de-leverage the balance sheet; • further extend the average debt maturity to approximately 7 years; • avoid the potential dilution to existing shareholders which would occur if the Convertible Loan Note were to convert into equity; • redeem up to 35% of the Senior Loan Notes which carry interest at a rate of 12%; • broaden the investor base; and • facilitate the payment of dividends in the future. The Directors believe that the stronger capital base created by the refinancingwill provide the Company with significantly greater flexibility in developingthe Group over the coming years. This refinancing will complete the restructuring of the Group's capital basewhich commenced in April 2004 with the issue of the Senior Loan Notes. Therevised arrangements provide a secure long-term capital structure for Ashtead,which will provide flexibility to the Company going forward and allow themanagement to concentrate on the Group's strategic development. d) Effects of the refinancing As a result of: (i) the repayment of the Convertible Loan Note in full; (ii) theredemption of £42 million in principal amount of the Senior Loan Notes; (iii)the issue of $250 million (approximately £142 million) in principal amount ofthe New Senior Loan Notes; and (iv) the raising of £66.2 million (net ofexpenses) through the Placing and the Open Offer of the New Ordinary Shares, theCompany anticipates that its annual interest charge under IFRS will be reduced.Accordingly, taking into account the enlarged share capital, the Directorsexpect the refinancing to be only modestly earnings dilutive. e) Dividend policy Under the terms of the Senior Loan Notes, there are restrictions on theCompany's ability to pay a dividend to its shareholders. These include, interalia, a restriction on the Company's ability to distribute more than 50% of itsadjusted net earnings (essentially, its profit or loss for the financial yearignoring any charge or credit for deferred tax). For this purpose, any paymentof interest on the Convertible Loan Note is treated as a distribution. However,interest on the New Senior Loan Notes being used to finance the repayment of theConvertible Loan Note will no longer be treated as a distribution. Accordingly,as a result of the refinancing, the Company's flexibility to pay dividends willbe significantly improved. Additionally, the Company is currently prohibited byits agreement with the holder of the Convertible Loan Note from paying dividendswhilst any interest remains due on the Convertible Loan Note. This restrictionwill be lifted following the proposed repayment of the Convertible Loan Note. Consequently, the Board currently anticipates that it will be able to propose toshareholders the resumption of dividends in respect of the year ended April2006. Principal terms of the Placing and the Open Offer The Company is proposing to raise approximately £70 million before expenses(£66.2 million net of expenses) through the issue of 73,350,352 New OrdinaryShares at the Issue Price of 95.5 pence per share. The issue price represents adiscount of approximately 9.9% to the Closing Price for an Existing OrdinaryShare of 106 pence on 6 July 2005 (being the latest practicable date prior tothis Announcement). Pursuant to the Placing and Open Offer Agreement, 19.0 million New OrdinaryShares have been conditionally placed firm at the Issue Price with institutionaland certain other investors pursuant to the Firm Placing and are not beingoffered to shareholders under the Open Offer. The remainder, being 54.4 millionNew Ordinary Shares, have been conditionally placed at the Issue Price withinstitutional and certain other investors, but are subject to clawback tosatisfy valid applications by Qualifying Shareholders under the Open Offer. ThePlacing and the Open Offer have been fully underwritten by J.P. MorganSecurities and Evolution. Qualifying Shareholders are being given the opportunity under the Open Offer tosubscribe for the New Ordinary Shares at the Issue Price pro rata to theirexisting shareholdings on the basis of 1 New Ordinary Share for every 6 ExistingOrdinary Shares registered in their name as at the Record Date and so inproportion for any other number of Existing Ordinary Shares then held. Shareholders should note that the Open Offer is not a "rights issue".Invitations to apply under the Open Offer are not transferable unless to satisfybona fide market claims and the Application Form is not a document of title andcannot be traded. Shareholders should be aware that in the Open Offer, unlike inthe case of a rights issue, any New Ordinary Shares not applied for under theOpen Offer will not be sold in the market or placed for the benefit ofshareholders, but will be placed with the Placees for the benefit of the Companyat the Issue Price pursuant to the terms of the Placing and Open OfferAgreement. The Placing and the Open Offer are conditional on, inter alia, (i) Admissionoccurring no later than 8.00 a.m. on 3 August 2005 or such later time and/ordate, being no later than 15 August 2005, as the Company, JPMorgan Cazenove,J.P. Morgan Securities and Evolution may agree; (ii) the passing of Resolutions1 and 2 at the Extraordinary General Meeting to be convened on 1 August 2005;and (iii) the Debt Issue becoming unconditional in all respects subject only toAdmission (save where the Company, JPMorgan Cazenove, J.P. Morgan Securities andEvolution may otherwise agree). Further details of the Placing and the Open Offer are set out in the Prospectusand in the Application Form which are being sent to Qualifying Shareholderstoday. Subject to the satisfaction of the conditions of the Placing and the Open Offer,the New Ordinary Shares to be issued under the Open Offer will be registered inthe names of the Qualifying Shareholders validly applying for them and issued,as applicable, either: (a) in certificated form, with the relevant share certificate expected to be despatched by post, at the applicant's risk, by 8 August 2005; or (b) in CREST, with delivery (to the designated CREST account) of the New Ordinary Shares applied for expected to take place by 3 August 2005 unless the Company exercises its right to issue such New Ordinary Shares in certificated form. Admission Application has been made to the UK Listing Authority for admission of the NewOrdinary Shares to the Official List and to the London Stock Exchange foradmission of the New Ordinary Shares to trading on its market for listedsecurities. Subject to the Placing and the Open Offer becoming unconditional inall respects, it is expected that Admission will become effective and thatdealings in the New Ordinary Shares, fully paid, will commence by no later than8.00 a.m. on 3 August 2005. Reduction of Capital The following matter, whilst not a condition to the Placing and the Open Offer,is linked to it and will affect all shareholders going forward. The Company's audited accounts for the year ended 30 April 2005 show that theCompany has a surplus on its profit and loss account of approximately £2.4million. The Company may only pay dividends out of profits available fordistribution, as determined in accordance with the Companies Act. It may not,therefore, pay dividends at a time when it has a deficit on its profit and lossaccount. Accordingly, in order to facilitate the payment of dividends in the future, itis proposed that: (i) the amount standing to the credit of the Company's sharepremium account as at the date of the Extraordinary General Meeting becancelled; and (ii) subject to the Placing and the Open Offer becomingunconditional in all respects and the New Ordinary Shares being duly issued, theamount standing to the credit of the Company's share premium account immediatelyfollowing the issue of the New Ordinary Shares be reduced by an amount equal tothe share premium in respect of the New Ordinary Shares which may be credited tothe Company's share premium account. The Companies Act provides that the cancellation or reduction of a share premiumaccount requires the passing of a special resolution by the Company in generalmeeting and subsequent confirmation by the Court. Subject to the passing of therequisite special resolution, Ashtead will seek the confirmation of the Court tothe Reduction of Capital. It is not possible to state with certainty if and whenthe Court's confirmation will be obtained, but it is expected that this will bebefore the end of October 2005. Further information concerning the Reduction of Capital is set out in theProspectus. Current trading and prospects Last year's momentum has continued into the current year. Group turnover for thetwo months ended 30 June 2005 was up 12.5% over the previous year. Sunbelt'srevenues in US dollars rose 17% in the same period. The refinancing described above will, when finalised, provide a stable andappropriate long-term platform for the Group's future development. It completesthe renewal of all the Group's debt facilities and extends the average debtmaturity to 7 years. The Board also expects that the reorganisation will enableit to propose to shareholders the resumption of dividends in respect of the yearending 30 April 2006. In the United States, the key private non-residential construction market isstrong and is forecast to remain so. In addition, the shift from ownership torental continues. The outlook for Sunbelt therefore remains encouraging.Overall, markets in the United Kingdom continue to be stable. A-Plant's focusremains on improving returns and growing market share. Ashtead TechnologyRentals should continue to benefit from increased investment in oil explorationand production. Accordingly, the Board anticipates reporting further progress inthe year ending 30 April 2006. Pro forma financial position As at 30 April 2005, the Group had net assets of £126.9 million and net debt of£493.2 million. After adjusting for the expected proceeds of £66.2 million (netof expenses) from the Placing and the Open Offer, the pro forma net assets as at30 April 2005 would be £195.2 million and pro forma net financial indebtednesswould be £433.4 million. The proforma net financial indebtedness to EBITDA ratiofalls from 2.9 to 2.6. The pro forma is calculated using the historical exchangerate of $1.9099 to the pound as at 30 April 2005. Extraordinary General Meeting An extraordinary general meeting to approve the Resolutions, to be held at TheLondon Room, City Point, 1 Ropemaker Street, London, EC2Y 9HT, will be convenedon 1 August 2005 at 10.30 a.m. Further information on the Resolutions (which areto authorise the directors of the Company to allot and to disapply statutorypre-emption rights in respect of the New Ordinary Shares (subject to certainconditions) and to complete the reduction of capital) is set out in theCircular. Prospectus It is expected that the Prospectus, setting out full details of the Placing andthe Open Offer and containing further information on the Company, will be postedto shareholders later today, accompanied by the Circular and, in the case ofQualifying Shareholders, by the Application Form. Application Forms will bepersonal to Qualifying Shareholders and may not be transferred except to satisfybona fide market claims. Expected timetable of principal events Record Date for the Open Offer the close of business on 5 July 2005Latest time and date for splitting Application 3.00 p.m. on 26 July 2005Forms (to satisfy bona fide market claims only) Latest time for receipt of Application Forms 3.00 p.m. on 28 July 2005and payment in full under the Open OfferLatest time and date for receipt of Forms of Proxy 10.30 a.m. on 30 July 2005for the Extraordinary General Meeting Extraordinary General Meeting 10.30 a.m. on 1 August 2005Admission and commencement of dealings in New 8.00 a.m. on 3 August 2005Ordinary Shares New Ordinary Shares in uncertificated form expected to be 3 August 2005credited to CREST stock accountsDefinitive share certificates for New Ordinary Shares in 8 August 2005certificated form expected to be despatched Notes:1. Each of the times and dates in the above timetable is subject to change, in which event details of the new times and dates will be notified to the UK Listing Authority, to the London Stock Exchange and, where appropriate, to shareholders.2. References to times in this Announcement are to London time. Definitions The following definitions apply throughout this Announcement, unless the contextotherwise requires. "Admission" admission of the New Ordinary Shares to the Official List and to trading on the market for listed securities of the London Stock Exchange;"A-Plant" a brand name of the Ashtead Plant Hire Company Limited through which the Group's operations in the United Kingdom are principally conducted:"Application the application form accompanying the Prospectus on whichForm" Qualifying Shareholders may apply for New Ordinary Shares under the Open Offer;"Circular" the circular to shareholders accompanying the Prospectus and incorporating a Notice of Extraordinary General Meeting, which is expected to be posted to shareholders later today;"Company" Ashtead Group plc;"Convertible the 5.25% unsecured convertible loan note due 2008, issued byLoan Note" the Company and convertible into Ordinary Shares;"Debt Issue" the issue of the New Senior Loan Notes by Ashtead Holdings, a direct subsidiary of the Company;"Evolution" Evolution Securities Limited;"Existing the ordinary shares of 10 pence each in the capital of theOrdinary Company at the date of this Announcement;Shares""Extraordinary the extraordinary general meeting of the Company to be convenedGeneral pursuant to the notice set out at the end of the Circular,Meeting" including any adjournment thereof;"Group" the Company together with its subsidiaries and subsidiary undertakings;"JPMorgan JPMorgan Cazenove Limited;Cazenove""J.P. Morgan J.P. Morgan Securities Ltd.;Securities""New Ordinary the ordinary shares of 10 pence each in the capital of theShares" Company to be issued by the Company pursuant to the Placing and the Open Offer;"New Senior the second priority senior secured loan notes (ranking pariLoan Notes" passu with the Senior Loan Notes) due August 2015, to be issued by Ashtead Holdings and to be listed on the Official List on the London Stock Exchange's Professional Securities Market;"Open Offer" the open offer being made by JPMorgan Cazenove, as agent for the Company, to Qualifying Shareholders constituting an invitation to subscribe for 54.4 million New Ordinary Shares (which have been conditionally placed, subject to clawback to satisfy valid applications by Qualifying Shareholders) on the terms and subject to the conditions set out in the Prospectus and in the Application Form;"Option the agreement dated 1 July 2005 and made between the Company andAgreement" BET Limited, pursuant to which BET Limited agreed to grant the Company an option to prepay and cancel the Convertible Loan Note;"Placees" subscribers of New Ordinary Shares pursuant to the Placing;"Placing" the conditional placing by JPMorgan Cazenove and Evolution of the New Ordinary Shares on behalf of the Company on the terms and subject to the conditions contained in the Placing and Open Offer Agreement;"Placing and the agreement dated 7 July 2005 between JPMorgan Cazenove, J.P.Open Offer Morgan Securities, Evolution and the Company relating to theAgreement" Placing and the Open Offer;"Prospectus" the prospectus relating to the Company for the purpose of the Placing and the Open Offer and the listing of the New Ordinary Shares on the London Stock Exchange, which is expected to be posted to Shareholders later today;"Qualifying holders of Existing Ordinary Shares on the register of membersShareholders" of the Company on the Record Date (other than certain Restricted Shareholders as described in the Prospectus);"Record Date" the close of business in London on 5 July 2005 in respect of the entitlements of Qualifying Shareholders under the Open Offer;"Reduction of the cancellation and reduction of the Company's share premiumCapital" account to be proposed at the Extraordinary General Meeting (subject to the confirmation of the Court);"Resolutions" the resolutions to be proposed at the Extraordinary General Meeting (individually referred to as "Resolution 1", "Resolution 2" and "Resolution 3");"Senior Loan the 12% second priority senior secured loan notes due 2014,Notes" issued by Ashtead Holdings;"Senior Secured the first priority loan and security agreement dated 12 NovemberCredit 2004 between, inter alia, the Company (as representative andFacility" guarantor) and certain of its direct and indirect subsidiaries, Bank of America, N.A. (as agent) and the financial institutions named therein;"Sunbelt" or Sunbelt Rental Inc."SunbeltRentals" This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Ashtead Group