55MF Ash. Cap 24 S

 
TIDM55MF 
 
ASHTEAD CAPITAL, INC. 
 
                     PUBLICATION OF ADMISSION PARTICULARS 
 
13 August 2021 
 
Ashtead Capital, Inc. ("Ashtead Capital"), an indirect wholly owned subsidiary 
of Ashtead Group plc ("Ashtead" or the "Company"), announces the publication of 
the admission particulars in connection with the issuance of the $550,000,000 
1.500% senior notes due 2026 and the $750,000,000 2.450% senior notes due 2031 
(the "Notes") by Ashtead Capital. The Notes are fully and unconditionally 
guaranteed on a senior basis by Ashtead and certain of Ashtead's direct and 
indirect subsidiaries. 
 
Application has been made for the Notes to be admitted to trading on the 
International Securities Market of the London Stock Exchange on 16 August 2021 
(the "Listing"). The admission particulars for the Listing have been published 
and are available at https://mma.prnewswire.com/media/1594247/ 
Offering_Memorandum.pdf . 
 
____________________________________________________________________________ 
 
 1. The Notes are being 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 1,126 stores in the United States ("US"), 
    Canada and the United Kingdom ("UK") as of April 30, 2021. Ashtead conducts 
    its equipment rental operations in 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"), wherethat customer would not qualify as a 
    professional client as defined in point (10) of Article 4(1) of MiFID II; 
    or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 
    (as amended or superseded, the "Prospectus Regulation"). 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 EUWA; or (ii) a customer within the meaning 
    of the provisions of 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 for distribution 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 Financial Services and Markets Act 2000) in 
    connection with the issue or sale of any securities 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. Any person who is not a 
    relevant person should not act or rely on this document or any of its 
    contents. Recipients of this offering memorandum are not permitted to 
    transmit it to any other person. The Notes are not being offered to the 
    public in the United Kingdom. 
 
 7. FCA/Stabilisation. 
 
Enquiries: 
 
Michael Pratt, Finance Director 
Will Shaw, Director of Investor Relations           +44 (0)20 7726 9700 
 
Neil Bennett, Maitland 
James McFarlane, Maitland                     +44 (0)20 7379 5151 
 
 
 
END 
 
 

(END) Dow Jones Newswires

August 13, 2021 06:16 ET (10:16 GMT)

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