19th Jul 2006 07:04
Ashtead Group PLC19 July 2006 ASHTEAD HOLDINGS PLC COMMENCEMENT OF 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 has commenced an offer to purchase for cashany and all of its outstanding 12% second priority senior secured notes due 2014(the "Notes") in an aggregate principal amount of £78 million. In connectionwith the offer, holders of the Notes are being solicited to provide consents tocertain amendments to the indenture for the Notes that would eliminate most ofthe restrictive covenants and events of default contained in the indenture. The consent solicitation will expire at 4:00 p.m., UK time, on 31 July, 2006(the "Consent Deadline"), and the offer will expire at 4:00 p.m., UK time, on 29August, 2006, in each case unless extended by Ashtead Holdings. As described in more detail in the offer to purchase and consent solicitationstatement, the total consideration for each £1,000 outstanding principal amountof Notes validly tendered and accepted for purchase by Ashtead Holdings will becalculated, in accordance with standard market practice, based upon a fixedspread of 50 basis points over the bid side yield on the 4% U.K. Treasury due 7March, 2009. The foregoing total consideration for the Notes includes a consentpayment equal to £30 per £1,000 outstanding principal amount of Notes tendered.Holders of the Notes must validly tender their Notes on or before the ConsentDeadline in order to be eligible to receive the total consideration (includingthe consent payment referred to above). Holders of the Notes who validly tendertheir Notes after the Consent Deadline and before the expiration of the offerwill only be eligible to receive an amount equal to the total considerationminus the consent payment. Additionally, holders of the Notes whose Notes arepurchased pursuant to the offer will receive any accrued but unpaid interest upto but not including the payment date in respect of the Notes. The offer and the consent solicitation are being made in connection with theacquisition of NationsRent Companies, Inc. ("NationsRent") by Ashtead Group plc,as announced earlier today. The completion of the offer and consent solicitationis subject to the satisfaction or waiver of certain conditions, including, butnot limited to, the receipt of valid tenders and consents from at least amajority in principal amount of outstanding Notes (provided that the amendmentsto the indenture for which the consents are being solicited may not be effectedif the consent of the holders of at least a majority in principal amount ofoutstanding Notes is not obtained), the consummation of the acquisition ofNationsRent by Ashtead Group plc and the offering by Ashtead Capital, Inc. of atleast $550.0 million of new second priority senior secured notes. The offer andconsent solicitation may be amended, extended or, under certain conditions,terminated. 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 MaitlandBrian Hudspith +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 will be distributing to the holdersof the Notes shortly. 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