ZN41 Ashtead Cap 33a

ASHTEAD GROUP PLC

SENIOR NOTES OFFERING

This announcement contains inside information

25 January 2024

Ashtead Group plc ("Ashtead" or the "Company") today announces that its wholly owned subsidiary, Ashtead Capital, Inc. ("Ashtead Capital"), is conducting a private offering, subject to market and other conditions, of a single series of benchmark-sized, senior notes (the "Notes"). The Notes will be fully and unconditionally guaranteed on a senior unsecured basis by Ashtead and certain of Ashtead's direct and indirect subsidiaries.

The exact terms and timing of the offering, including the final aggregate principal amount of the Notes offered, will depend on market conditions and other factors.

Ashtead intends to use the net proceeds of the offering for general corporate purposes and will initially repay a portion of the outstanding borrowings under the First Priority Senior Secured Credit Facility, without a reduction in commitment.

The person responsible for the release of this announcement on behalf of Ashtead is Eric Watkins.

1.   The Notes will be 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 1,478 stores in the United States ("US"), Canada and the United Kingdom ("UK") as of 31 October 2023.  Ashtead conducts its equipment rental operations across 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"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. 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 European Union (Withdrawal) Act 2018 (the "EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, 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 directed 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 FSMA) in connection with the issue or sale of any Notes 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.

7.   FCA/Stabilisation.