56LT Sg Issuer 23

RNS Number:4107G
Ashtead Group PLC
19 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 Ashtead
Group plc, announced today that it has commenced an offer to purchase for cash
any and all of its outstanding 12% second priority senior secured notes due 2014
(the "Notes") in an aggregate principal amount of #78 million. In connection
with the offer, holders of the Notes are being solicited to provide consents to
certain amendments to the indenture for the Notes that would eliminate most of
the 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 29
August, 2006, in each case unless extended by Ashtead Holdings.

As described in more detail in the offer to purchase and consent solicitation
statement, the total consideration for each #1,000 outstanding principal amount
of Notes validly tendered and accepted for purchase by Ashtead Holdings will be
calculated, in accordance with standard market practice, based upon a fixed
spread of 50 basis points over the bid side yield on the 4% U.K. Treasury due 7
March, 2009. The foregoing total consideration for the Notes includes a consent
payment 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 Consent
Deadline in order to be eligible to receive the total consideration (including
the consent payment referred to above). Holders of the Notes who validly tender
their Notes after the Consent Deadline and before the expiration of the offer
will only be eligible to receive an amount equal to the total consideration
minus the consent payment. Additionally, holders of the Notes whose Notes are
purchased pursuant to the offer will receive any accrued but unpaid interest up
to but not including the payment date in respect of the Notes.

The offer and the consent solicitation are being made in connection with the
acquisition of NationsRent Companies, Inc. ("NationsRent") by Ashtead Group plc,
as announced earlier today. The completion of the offer and consent solicitation
is subject to the satisfaction or waiver of certain conditions, including, but
not limited to, the receipt of valid tenders and consents from at least a
majority in principal amount of outstanding Notes (provided that the amendments
to the indenture for which the consents are being solicited may not be effected
if the consent of the holders of at least a majority in principal amount of
outstanding Notes is not obtained), the consummation of the acquisition of
NationsRent by Ashtead Group plc and the offering by Ashtead Capital, Inc. of at
least $550.0 million of new second priority senior secured notes. The offer and
consent solicitation may be amended, extended or, under certain conditions,
terminated.

The dealer manager for the offer is Citigroup Global Markets Limited. The
information agent for the offer and consent solicitation is Lake Isle M&A
Incorporated. The depositary for the offer is The Bank of New York.
Copies of the offer to purchase and consent solicitation statement may be
obtained from the Information Agent, Lake Isle M&A Incorporated (Freefone 00800
7710 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 dealer
manager, Citigroup Global Markets Limited (+44 20 7986 8969).
Contacts:

Ashtead
Cob Stenham, Non-executive Chairman         +44 (0) 20 7299 5562
George Burnett, Chief Executive             +44 (0) 1372 362 300
Ian Robson, Finance Director                +44 (0) 1372 362 300

Maitland
Brian Hudspith                              +44 (0) 20 7379 5151

General:
This press release is for information only and does not constitute an offer to
buy or the solicitation of an offer to sell any Notes. The offer and the consent
solicitation are being made only pursuant to the offer to purchase and consent
solicitation statement that Ashtead Holdings will be distributing to the holders
of the Notes shortly. Holders of the Notes and investors should read carefully
the offer to purchase and consent solicitation statement because they contain
important information, including the various terms of and conditions to the
offer and the consent solicitation.

The offer to purchase and consent solicitation statement does not constitute an
offer to buy or the solicitation of an offer to sell notes in any jurisdiction
in which such offer or solicitation is unlawful. In those jurisdictions where
the securities, blue sky or other laws require the offer to be made by a
licensed broker or dealer, the offer shall be deemed to be made on behalf of us
by the dealer manager or one or more registered brokers or dealers licensed
under the laws of such jurisdiction. Neither the delivery of the offer to
purchase and consent solicitation statement nor any purchase of notes shall,
under any circumstances, create any implication that there has been no change in
Ashtead's or Ashtead's affiliates' affairs since the date hereof, or that the
information included or incorporated by reference herein is correct as of any
time subsequent to the date hereof or thereof, respectively.

The offer to purchase and consent solicitation statement is for distribution
only to persons who (i) are persons falling within Article 19(5) ("Investment
professional") of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom, (iv) are persons falling within Article 43(1)(b) of
the Financial Promotion Order ("Members and creditors of certain bodies
corporate"), or (v) 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"). The offer to purchase
and consent solicitation statement 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 the offer to purchase and consent
solicitation statement relates is available only to relevant persons and will be
engaged in only with relevant persons.

The offer to purchase and consent solicitation statement and any other offering
material have not been submitted to the clearance procedures of Commissione
Nazionale per le Societ'a e la Borsa (CONSOB) and are not directed to investors
resident in Italy. No interests in the notes are being offered, sold, purchased
or delivered, no Consent is being solicited and neither the offer to purchase
and consent solicitation statement nor any other offering or publicity material
relating to the offer is or will be distributed to holders who are Italian
residents or who are located in Italy by Ashtead or the dealer manager or any
other person acting on its or their behalf. Accordingly, holders are hereby
notified that, to the extent such holders are Italian residents or are located
in Italy, the offer is not available to them and, as such, any electronic
acceptance instruction or any other acceptance instruction in whatever form
received from such persons shall be void.

The offer to purchase and consent solicitation statement has not been filed with
or reviewed by the United States Securities and Exchange Commission (the "SEC")
or any state securities commission, nor has the SEC or any such commission
passed upon the accuracy or adequacy of the offer to purchase and consent
solicitation statement or any of the other documents delivered herewith. Any
representation 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 Exchange

END
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