Acquisition(s)

FOR IMMEDIATE RELEASE                                              19 JULY 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, FRANCE, JAPAN OR
NEW ZEALAND

PART 1 OF 2

                               Ashtead Group plc                               

                      PROPOSED ACQUISITION OF NATIONSRENT                      

      FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE APPROXIMATELY £150 MILLION      

                          Creating a US market leader                          

Introduction

Ashtead Group plc ("Ashtead"), one of the world's leading providers of
equipment rental services, principally to the US and UK non-residential
construction markets, and fourth largest operator in the United States through
its subsidiary Sunbelt Rentals ("Sunbelt"), today announces the proposed
acquisition (the "Acquisition") of NationsRent Companies, Inc. ("NationsRent"),
the sixth largest provider of equipment rental services in the United States,
for an initial consideration of approximately US$1,000 million. On the basis of
2005 rental revenues, the Enlarged Group would be the third largest provider in
the US and number two on a global basis.

Acquisition highlights

* Initial consideration of approximately US$1,000 million comprising US$600
  million in cash and the assumption of approximately US$400 million of debt,
  plus
   
  - costs of approximately US$50 million in relation to the early redemption of
    the NationsRent Loan Notes offset by available tax losses
   
  - a potential future additional payment of up to US$89 million, contingent
    upon future Ashtead share price performance
   
* Acquisition to be funded by a rights issue to raise approximately £150
  million, drawings under a new US$1,600 million senior secured credit
  facility and US$550 million of new senior loan notes
   
* Combination of the two companies will form the third largest provider in
  the large and growing US rental market, principally serving the private
  non-residential construction market
   
  - NationsRent LTM March 2006 revenues and EBITDA of US$716 million and US$200
    million respectively
   
  - market growth is expected to continue through to at least 2008, with an
    anticipated 2005-2008 compound annual growth rate in the value of
    non-residential building contracts of over 6 per cent
   
  - future growth in the US rental market is underpinned further by the
    continuing structural shift from ownership to rental of equipment
   
* NationsRent represents an excellent fit with Sunbelt by both business type
  and geography
   
  - c.US$1 billion rental fleet
   
  - US$665m purchased new since June 2003
   
  - NationsRent's store portfolio will substantially extend Sunbelt's
    "clustering" strategy - number of clusters to increase from 22 to 36
   
* Acquisition expected to be significantly earnings enhancing in financial
  year ending April 2008, the first full year of operation of the Enlarged
  Group, including
   
  - expected annual cost savings of at least £20 million
   
  - additional benefits from operational realignment of NationsRent's business
    model to bring its utilisation and rental rates in line with those of
    Sunbelt
   
* Transaction expected to close at the end of August 2006, pending, amongst
  other things, approval by Ashtead's shareholders at the Extraordinary
  General Meeting to be held on 4 August 2006 and receipt of the appropriate
  regulatory clearances
   
Details of financing and the Rights Issue

The Board intends to fund the Acquisition through:

i)   the 3 for 8 fully underwritten Rights Issue to raise approximately £150
     million;
   
ii)  the New Senior Secured Credit Facility of up to US$1,600 million;
   
iii) the issue of the New Senior Loan Notes to raise approximately US$550
     million; and
   
iv)  the use of NationsRent's and the Company's existing cash resources.
   
The New Ordinary Shares are being offered by way of rights to all Qualifying
Shareholders on the following basis:

3 New Ordinary Shares at 100 pence per New Ordinary Share for every 8 Existing 
                                Ordinary Shares                                

held and registered in their name at the close of business on the Record Date.
The Rights Issue Price of 100 pence per New Ordinary Share represents a 31.6
per cent. discount to the Closing Price for an Existing Ordinary Share of
146.25 pence on 18 July 2006 (being the Closing Price of 147.25 pence on the
latest practicable date prior to this announcement excluding the proposed final
dividend of 1.0 pence per Existing Ordinary Share).

The Rights Issue is fully underwritten by the Underwriters.

As is customary in the high yield market, the New Senior Loan Notes are not
underwritten. Accordingly, the Company has also obtained a commitment from
Citigroup for a US$175 million bridge facility. This bridge facility will only
be drawn if the Debt Issue is not completed.

Commenting on the announcement, George Burnett, Chief Executive of Ashtead,
said:

"NationsRent is a high quality company which, like Sunbelt, has an attractive
and significant exposure to the growing non-residential construction market in
the US. The merger of NationsRent with Sunbelt creates a chain of 477
outlets with minimal overlap and accelerates our 'clustering' strategy that has
delivered consistent profitable growth over the past few years. NationsRent and
Sunbelt have similar rental fleets both in age and in mix and through the
combination of these businesses we believe we will enjoy benefits of scale in
both customer service and buying power. The Acquisition represents the latest
step in Ashtead's development and provides the Company with an excellent
opportunity to create additional shareholder value."

Additional information

UBS and JPMorgan Cazenove are acting as financial advisers to Ashtead in
relation to the Acquisition. JPMorgan Cazenove and Evolution are acting as
joint corporate brokers to Ashtead.

The Circular and the Prospectus giving details of the Acquisition and the
Rights Issue and containing, amongst other things, a notice of the
Extraordinary General Meeting of Ashtead to be held on 4 August 2006 to approve
the Acquisition and the Rights Issue will be sent to Shareholders shortly.

Enquiries

Ashtead
Cob Stenham, Non-executive Chairman            [phone]
George Burnett, Chief Executive                [phone]
Ian Robson, Finance Director                   [phone]

UBS Investment Bank
Liam Beere                                     [phone]

JPMorgan Cazenove
Dermot McKechnie                               [phone]

Evolution Securities
Stuart Andrews                                 [phone]

Maitland
Brian Hudspith                                 [phone]

A presentation for analysts and institutions will be held at 10:00 today
(London time) at JPMorgan Cazenove, 20 Moorgate, London, EC2R 6DA. A live
webcast of this presentation will be available on the Investor Centre of the
Group's website, at www.ashtead-group.com, and a recording will be available
thereafter.

General

This announcement has been issued by and is the sole responsibility of Ashtead.

UBS Limited ("UBS" or "UBS Investment Bank") is acting exclusively as financial
adviser to the Company and no one else in connection with the Acquisition and
the Rights Issue and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Acquisition, the Rights Issue, or in relation to the
contents of this announcement, or for any other transaction, arrangement or
matters referred to in this announcement.

JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively as financial adviser and corporate broker for the Company and no
one else in connection with the Acquisition and the Rights Issue and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Acquisition,
the Rights Issue, or in relation to the contents of this announcement, or for
any other transaction, arrangement or matters referred to in this announcement.

Evolution Securities Limited ("Evolution"), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting
exclusively as corporate broker for the Company and no one else in connection
with the Rights Issue and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Rights Issue, or in relation to the contents of this
announcement, or for any other transaction, arrangement or matters referred to
in this announcement.

This announcement does not constitute an offer to sell or the solicitation of
an offer to acquire or subscribe for New Ordinary Shares, Provisional Allotment
Letters, Nil Paid Rights and/or Fully Paid Rights and/or to take up any
entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed
Rights Issue will be made solely on the basis of the information contained in
the Prospectus to be published in connection with the proposed Rights Issue.

The information contained in this announcement is not for release, publication
or distribution to persons in the United States, Australia, Canada, France,
Japan or New Zealand.

This announcement is not an offer of securities for sale in, into or from the
United States, Australia, Canada, France, Japan or New Zealand. The New
Ordinary Shares, Provisional Allotment Letters, Nil Paid Rights and Fully Paid
Rights have not been and will not be registered under the US Securities Act of
1933 (as amended) or under any relevant securities laws of any state or other
jurisdiction of the United States, and will not qualify for distribution under
any of the relevant securities laws of Australia, Canada, France, Japan or New
Zealand. Accordingly, the New Ordinary Shares, Provisional Allotment Letters,
Nil Paid Rights and/or Fully Paid Rights may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly,
within the United States (absent registration or an applicable exemption from
registration) or within Australia, Canada, France, Japan or New Zealand.

The availability of the Rights Issue to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.

Certain statements in this announcement are forward-looking statements. Such
statements speak only as at the date of this announcement, are based on current
expectations and beliefs and, by their nature, are subject to a number of known
and unknown risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. The
information contained in this announcement is subject to change without notice
and none of the Company, UBS, JPMorgan Cazenove or Evolution assumes any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein.

No statement in this announcement is intended to be a profit forecast or to
imply that the earnings of Ashtead for the current year or future years will
necessarily match or exceed the historical or published earnings of Ashtead or
NationsRent.

The Glossary contains the definitions of certain terms used in this Part 1.
This Part 1 should be read in conjunction with the full text of the following
announcement.


FOR IMMEDIATE RELEASE                                              19 JULY 2006

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, FRANCE, JAPAN OR
NEW ZEALAND

PART 2 OF 2

                               Ashtead Group plc                               

                      PROPOSED ACQUISITION OF NATIONSRENT                      

      FULLY UNDERWRITTEN RIGHTS ISSUE TO RAISE APPROXIMATELY £150 MILLION      

                          Creating a US market leader                          

Introduction

Ashtead, one of the world's leading providers of equipment rental services and
fourth largest player in the United States through its subsidiary Sunbelt,
announces that it has signed a conditional agreement for the Acquisition of
NationsRent, the sixth largest provider of equipment rental services in the
United States, for an initial consideration of approximately US$1,000 million.

As one of the world's leading rental equipment providers with approximately
three-quarters of its revenue derived from Sunbelt, Ashtead is committed to
establishing itself as a leading supplier in this large and growing market. The
Acquisition is a further step in this strategic development which, on the basis
of 2005 rental revenues for Ashtead and NationsRent, will see the Enlarged
Group become the third largest rental equipment provider in the United States,
only just behind the second placed firm, Rental Services Corporation, currently
owned by Atlas Copco.

Background to the Acquisition

Recent developments in the US rental equipment market

The primary underlying market driver for the rental equipment market is the
private non-residential construction market, a sector which grew strongly in
2005. This growth is expected to continue through to at least 2008, with
McGraw-Hill Construction in its ``Construction Market Forecasting Survey'' of
May 2006 forecasting a 2005-2008 compound annual growth rate in the value of
non-residential building contracts of over 6 per cent. It is expected that the
market will grow 9 per cent. in 2006 alone (from US$175 billion in 2005 to
US$192 billion in 2006).

Following a strong period of growth in the late 1990s, which also saw
significant levels of consolidation in the rental equipment industry, the start
of the decade saw a decline in equipment rental market conditions as the
industry experienced over-capacity coupled with a slowdown in the
macro-economic environment. The market began to emerge from this cyclical
downturn in mid-2004, largely due to a strong pick-up in the construction
markets, and has continued its recovery with the US equipment rental market
growing strongly to US$29 billion in 2005 (according to the American Rental
Association's ``State of the Equipment Rental Industry 2005'' report and Frank
Manfredi's RER article of February 2005 entitled ``Back To Double-Digit Rental
Growth''). The Directors believe that this strong growth has continued in 2006,
in line with the broader growth in the non-residential construction market.

The Directors consider that the future growth of the US equipment rental
industry is further underpinned by the currently under-penetrated nature of the
US market compared with the more mature UK market. With US penetration of only
38 per cent., according to the Association of Equipment Manufacturers (``AEM'')
Advisor Rental report of February 2006, there is substantial capacity for
growth as the secular shift towards renting versus owning in the US market
continues. Indeed, according to AEM Advisor Rental, penetration rates in the
United States are expected to increase to 50 per cent. by 2010.

Other factors which the Directors believe will drive growth in the key US
market are:

* The US$286 billion August 2005 Federal Highway Bill has committed to
  increase federal funding to a level in excess of that from the predecessor
  bill (TEA21). Consequently, state and local spending may be expected to
  increase over time.
   
* The rebuilding of the Gulf Coast region following the 2005 hurricanes which
  will benefit the Gulf Coast market for the next three to five years. The
  acquisition of NationsRent will add six stores in the Gulf Coast area to
  Sunbelt's three stores in that market.
   
Information on Ashtead

Ashtead was originally founded in 1947 as a plant hire company, but its modern
development dates from 1984, when it was acquired by its current chief
executive, George Burnett, and a colleague who has since retired. The group has
been quoted on the London Stock Exchange since 1986.

Since 1984, the Group has grown from a five-depot operation with £1.5 million
turnover, to one of the largest rental equipment groups in the world with over
6,000 employees and more than 428 rental stores in the UK, the US, Canada and
Singapore. Annual turnover in the fiscal year ending 30 April 2006 was £638
million and the Group fulfils the rental equipment needs of over 150,000
customers throughout industry, commerce and local government. The Group's fleet
of equipment available to hire extends from heavyweight equipment such as
backhoes, excavators and forklift trucks, to smaller equipment such as power
saws, ladders and small pumps.

Ashtead comprises A-Plant in the UK, Sunbelt Rentals in the US and Ashtead
Technology Rentals, which has offices in the UK, Singapore, the US and Canada.
A-Plant is the third largest equipment rental company in the UK, whilst Sunbelt
Rentals is the fourth largest company of its kind in the USA. Ashtead
Technology is a world leader in the rental of electronic survey and inspection
equipment to the offshore oil and gas industries in the North Sea, the Far East
and the Gulf of Mexico.

Information on NationsRent

NationsRent, which was reorganised in June 2003 during its emergence from
proceedings under Chapter 11 of the United States Bankruptcy Code, is now the
sixth largest equipment rental business in the United States by revenue, with
268 locations in 26 states. It specialises in rentals and also sells new and
used equipment with related merchandise, parts and supplies, and provides
maintenance and repair services.

NationsRent offers a comprehensive line of equipment and related services to a
broad range of construction, industrial and home owner customers, including
general contractors, sub-contractors, highway contractors, manufacturing
plants, distribution centres and other commercial businesses.

The revenue (before the revenue from sales of used equipment, which NationsRent
reports as revenue but which is treated as the proceeds on sale of fixed assets
under Ashtead's accounting policies), sales of used equipment and EBITDA for
the two years ended 31 December 2005 and the last twelve months ended 31 March
2006 (as presented under US GAAP) are summarised below.

                                 Year ended 31 December      LTM to
                                                           31 March
                                                                
                                         2004     2005         2006
                                         US$m     US$m         US$m
                                                                
NationsRent's revenue                   515.2    573.6        593.5
(excluding used                                                 
equipment sales)                                                
                                                                
Sale of used                             74.5    121.7        122.5
equipment                                                       
                                                                
EBITDA *                                153.5    191.0        200.5
                                                                
* EBITDA is defined as net income plus provision for income     
taxes, net interest expense, depreciation and amortisation      

For the year ended 31 December 2005, NationsRent had profits before tax of
US$22.3 million on revenues of US$573.6 million. As at 31 March 2006,
NationsRent had gross assets of approximately US$817.6 million, of which rental
equipment made up US$535.2 million, and net assets of approximately US$217.1
million.

Strategic rationale for the Acquisition

The Board believes that: (i) the combination of NationsRent with Sunbelt to
form the third largest equipment rental operator in the United States by
revenue will create a stronger organisation with a broader presence and the
scale to meet the growing demands of the industry; (ii) customers will benefit
from the Enlarged Group's improved customer-facing strength in sales, support
and professional services; and (iii) the Acquisition will increase Ashtead's
long-term growth prospects and will mean that Ashtead will significantly extend
its scale in the core US market.

With Ashtead's strong track record in integrating acquired businesses, the
Board believes that the Acquisition will strengthen Ashtead's existing business
and is in the best interests of Shareholders for the following reasons:

* NationsRent has 268 stores, a generally young fleet and a well respected
  workforce which, in combination with Sunbelt, will strengthen the Enlarged
  Group and provide an expanded base of operations on which to build future
  revenue growth;
   
* NationsRent's footprint of locations is largely complementary to Sunbelt's
  existing locations and will accelerate Sunbelt's "clustering" strategy by
  bringing together NationsRent's 168 general store locations, the 100
  "NationsRent at Lowe's" tool hire outlets and Sunbelt's 209 store locations
  with only an approximate 7 per cent. geographical overlap, thereby
  extending the number of major markets in which Sunbelt has a clustered
  presence from 22 to 36. Additionally, the Board estimates that, because the
  footprint of the two businesses is largely complementary, it will be
  necessary to close only around 25 of the combined total of 477 stores
  currently operated by Sunbelt and NationsRent;
   
* both Sunbelt and NationsRent use common IT systems and it is anticipated
  that the integration of the two businesses in this respect can be achieved
  with minimal disruption;
   
* historically, NationsRent's dollar utilisation rate has been below that of
  its principal competitors (including Sunbelt). The Board believes that by
  realigning NationsRent's business, significant improvements in this
  utilisation rate can be achieved with a consequential increase in revenues
  and profit;
   
* with the top 10 rental companies in the United States accounting for
  approximately 27 per cent. of the overall market in 2005 (according to
  RER's `The RER 100 Rockets' report of May 2006 and the American Rental
  Association's `State of the Equipment Rental Industry 2005' report), the
  rental industry remains highly fragmented and is poised for consolidation.
  The Acquisition would position Ashtead as a leader in this trend; and
 
* the increased scale of the Enlarged Group also presents the opportunity to
  drive profitability and cash flow through significant operating synergies,
  such as:
   
  - elimination of duplicative and unnecessary general, administrative,
    marketing and property expenses. Costs savings of at least £20 million are
    anticipated;
   
  - application of mutual best practices to both companies' current operations;
   
  - purchasing efficiencies both for equipment and other elements of the cost
    base; and
   
  - better ability to service large regional and national customers.
   
Details of the Acquisition consideration

Under the terms of the Acquisition, Ashtead will

  - pay an initial cash consideration of US$600 million
   
  - assume NationsRent's net long-term borrowings of approximately US$400
    million (i.e. will tender to acquire for cancellation the NationsRent Loan
    Notes)
   
Ashtead will also incur costs of approximately US$50 million in relation to the
early redemption of the outstanding NationsRent Loan Notes, which will be
offset by available tax losses.

In addition, up to a further US$89 million of deferred cash consideration (the
"Performance Related Consideration") may be payable to the NationsRent
Shareholders, contingent upon Ashtead's share price performance during the next
three years.

The Performance Related Consideration

The Performance Related Consideration of up to US$89 million will become
payable in the event that the Company's share price rises by more than 22.2 per
cent. above an agreed reference price which has been set at 223.5 pence per
Ordinary Share measured during the three years following the closing of the
Acquisition and will then be payable at the rate of US$5 million for every
additional 1 per cent. rise in the share price (up to a maximum of 40 per cent.
above the reference price). On this basis, the Performance Related
Consideration will start to become payable to the extent that the Company's
share price rises above 273.1 pence per Ordinary Share and it will become
payable in full to the extent that the share price rises above 312.9 pence per
Ordinary Share on or prior to the third anniversary of the closing of the acquisition. 
The reference price will be adjusted under certain circumstances in accordance with, 
amongst other things, customary non-dilution provisions, including in respect of the 
Rights Issue. If the Performance Related Consideration becomes payable, this will 
be met out of existing facilities.

Principal additional terms of the Acquisition Agreement

The Acquisition Agreement contains various customary warranties. The warranties
from NationsRent to Ashtead cover, amongst other things, the organisation and
capital of NationsRent and its subsidiaries, the authority and capacity to
enter into the Acquisition Agreement, the absence of material changes to or
events affecting NationsRent and its business, the absence of environmental
liabilities and the absence of material litigation. The Acquisition Agreement
also provides Ashtead with indemnities in respect of breaches of certain
representations and warranties, environmental costs, and breaches of certain
covenants. Such indemnification is limited to US$28 million (to be deposited in
an escrow fund). The representations and warranties expire at various times
from six months after the closing of the Acquisition to twelve months after the
closing of the Acquisition.

Either the Company or NationsRent may terminate the Acquisition Agreement if,
amongst other things, the merger has not been consummated on or before 30
September 2006. In the event that the Acquisition Agreement is terminated by
either Ashtead or NationsRent following the failure to secure Ashtead's
Shareholder approval of the Acquisition and Admission or the failure to
consummate the financing required in respect of the Acquisition, and there does
not exist a breach by NationsRent of any representation, warranty or covenant
which would give rise to a failure of a condition, then Ashtead will be
required to pay NationsRent a sum equal to US$11 million (which fee will be
NationsRent's sole remedy in respect of termination of the Acquisition
Agreement, save in circumstances of wilful breach).

Synergies and financial impact of the Acquisition

The Board is confident that Ashtead can drive profitability and cash flow
through material cost savings of at least £20 million (US$37 million) per annum
through elimination of duplicative and unnecessary general, administrative,
marketing and property expenses. Furthermore, by realigning NationsRent's
business model to be consistent with Sunbelt's, Ashtead should be able to
generate significant additional benefits.

The Board expects the Acquisition to be significantly earnings enhancing in the
year ending 30 April 2008 (including cost savings and operational realignment
benefits, before exceptional items and amortisation of intangible assets), the
first full year of operation for the Enlarged Group.

The acquisition will be dilutive in the current year as a result of the
seasonality of the business and the time taken to realise the cost savings and
operational realignment benefits. It is expected that the cost of integrating
NationsRent with Sunbelt will be approximately US$20 million, most of which
will be incurred in the current financial year. These costs comprise
principally staff redundancies and property costs.

Immediately following completion of the Acquisition, the pro forma leverage is
expected to be approximately 3.0 times net debt to pro-forma LTM EBITDA. The
Company expects to delever quickly following the acquisition and the Board
anticipates continuing to maintain leverage between two to three times net debt
to EBITDA on average through the economic cycle.

Integration planning

The integration plan will be led by Cliff Miller, Sunbelt President and CEO,
whose immediate priorities are:

  - establishment of the new district and regional structure for the combined
    477 stores;
   
  - selection and appointment of the new regional VPs and district managers for
    the new regions;
   
  - migration and unification of both IT systems (both companies currently use
    Wynne) onto a single core database;
   
  - implementation of Ashtead's profit share and sales commission programmes
    for NationsRent staff; and
   
  - unification of corporate/back-office functions.
   
Financing

The Board intends to fund the Acquisition through:

i)   the 3 for 8 fully underwritten Rights Issue to raise approximately £150
     million;
   
ii)  the New Senior Secured Credit Facility of up to US$1,600 million (which
     includes a re-financing of the current US$800 million Senior Secured Credit
     Facility);
   
iii) the issue of the New Senior Loan Notes to raise approximately US$550
     million. These Notes are expected to carry an interest rate of around 9%;
     and
   
iv)  the use of NationsRent's and the Company's existing cash resources.
   
As is customary in the high yield market, the New Senior Loan Notes are not
underwritten. Accordingly, the Company has also obtained a commitment from
Citigroup for a US$175 million bridge facility. This bridge facility will only
be drawn if the Debt Issue is not completed. In such circumstances, the Company
intends to refinance the bridge facility with high yield bonds when market
conditions permit.

Assuming favourable market conditions in the public markets for the New Senior
Loan Notes, it is the Board's intention to redeem early the £78 million of 12%
Loan Notes currently outstanding so as to further reduce the weighted average
cost of capital.

The Company has chosen to finance the Acquisition in this way in order to
maintain strategic flexibility and to give significant balance sheet strength
based on an assessment of the Enlarged Group's future requirements for
investment and working capital.

Further details of the Rights Issue, including information on entitlements,
acceptance and payment, are set out in the Prospectus (which will be sent to
all Qualifying Shareholders on the register of members of the Company at the
close of business on 14 July 2006 other than, subject to certain exceptions,
Qualifying Shareholders with a registered address in any Excluded Territory).

Summary of the principal terms of the Rights Issue

The Board intends to offer the New Ordinary Shares by way of rights to all
Qualifying Shareholders (other than, subject to certain exceptions, Qualifying
Shareholders with a registered address in the United States, Australia, Canada,
France, Japan or New Zealand) on the following basis:

3 New Ordinary Shares at 100 pence per New Ordinary Share for every 8 Existing 
                                Ordinary Shares                                

held and registered in their name at the close of business on the Record Date.
Fractions of New Ordinary Shares will not be allotted to any Qualifying
Shareholders, but will be aggregated and sold in the market ultimately for the
benefit of the Company. Shareholders with fewer than 8 Existing Ordinary Shares
will not be entitled to any New Ordinary Shares. The New Ordinary Shares will
rank pari passu with the Existing Ordinary Shares in all respects (save that
they will not carry the right to receive the proposed final dividend of 1.0
pence per Existing Ordinary Share and, subject to the approval of Shareholders,
payable to those Shareholders on the register of members of the Company as at
28 July 2006).

The Nil Paid Rights or Fully Paid Rights represented by a Provisional Allotment
Letter may be converted into uncertificated form, that is, deposited into CREST
(whether such conversion arises as a result of a renunciation of those rights
or otherwise). Similarly, Nil Paid Rights or Fully Paid Rights held in CREST
may be converted into certificated form, that is, withdrawn from CREST.

The Rights Issue Price of 100 pence per New Ordinary Share represents a 31.6
per cent. discount to the Closing Price for an Existing Ordinary Share of
146.25 pence on 18 July 2006 (being the Closing Price of 147.25 pence on the
latest practicable date prior to this announcement excluding the proposed final
dividend of 1.0 pence per Existing Ordinary Share).

The Company has arranged for the Rights Issue to be fully underwritten by the
Underwriters in order to provide certainty as to the amount of capital to be
raised.

The Rights Issue is conditional, amongst other things, upon: (i) the passing of
the Resolutions (without amendment) at the Extraordinary General Meeting; and
(ii) the Acquisition Agreement not having been terminated (and no termination
rights existing under it having arisen) before Admission. After Admission, the
Rights Issue will proceed even if the Acquisition does not. In these
circumstances, the Directors will consider whether to keep some or all of the
net proceeds of the Rights Issue to fund the growth of the business or reduce
borrowings or whether to return some or all of such proceeds to Shareholders.
In considering how any such proceeds might be returned to Shareholders, the
Directors will take into account, amongst other things, the tax implications
for Shareholders. It is presently anticipated that the Rights Issue and the
Acquisition will close concurrently but, if this does not happen, the proceeds
of the Rights Issue will be held by the Company and placed in an
interest-bearing deposit account.

Prior to Admission, JPMorgan Cazenove and the Underwriters may terminate the
Underwriting Agreement in certain circumstances which the Board considers to be
remote, and the obligations of JPMorgan Cazenove and the Underwriters under the
Underwriting Agreement are conditional, amongst other things, on the Company's
relevant financing agreements remaining in full force and effect between the
publication of the Prospectus and Admission (and the Company having made
certain confirmations). If the Underwriting Agreement is terminated, the Rights
Issue will not proceed and the Acquisition cannot be completed. After
Admission, however, the underwriting arrangements will not be subject to any
right of termination (including in respect of any statutory withdrawal rights).

Application has been made to the UK Listing Authority for the New Ordinary
Shares (nil and fully paid) to be admitted to the Official List and to the
London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be
admitted to trading on the London Stock Exchange's main market for listed
securities. It is expected that Admission will become effective and that
dealings in the New Ordinary Shares will commence on the London Stock Exchange,
nil paid, at 8.00 a.m. on 7 August 2006.

The Rights Issue will result in the issue of up to 152,141,151 New Ordinary
Shares (representing approximately 37.5 per cent. of the Enlarged Share
Capital).

Management and organisation of the Enlarged Group

Immediately following the Acquisition the Enlarged Group will continue to be
managed by the current executive Directors. George Burnett will remain as Chief
Executive Officer until December 2006, at which time, as announced on 28 June
2006, he will retire. George will be succeeded by Geoff Drabble, who is
currently an executive director of The Laird Group PLC (where he is responsible
for its Building Products division) and a non-executive director of Ashtead
since April 2005. Geoff will join Ashtead as Chief Executive designate on 2
October 2006 and will take over from George at the end of the year after a
handover period. Ian Robson (Finance Director), Cliff Miller (President and
Chief Executive Officer of Sunbelt Rentals) and Sat Dhaiwal (Chief Executive
Officer of A-Plant) will all remain in place to oversee management of the
Enlarged Group with Geoff. Cliff Miller will manage the combined business in
the United States and will lead the integration of NationsRent into Sunbelt. No
other changes to the Board of Ashtead are currently anticipated, save that the
Company intends to restore the balance of independent non-executive Directors.

Current trading and prospects of the Group and the Enlarged Group

Current trading of Ashtead

All three of the Group's businesses performed well in the past financial year.
Each continues to benefit from good market conditions and has made an excellent
start to the new financial year.

In the United States, where the shift from ownership to rental continues, we
are encouraged by the strength of the non-residential construction market which
rose 10 per cent. in the 12 months to April 2006 and is forecast to grow
strongly for at least the next two years and by Sunbelt's continuing gains in
market share. Revenues from house builders, where the short-term outlook is
less certain, accounted for just 6 per cent. of Sunbelt's revenues last year.

The restructuring of A-Plant's sales force at the start of last year delivered
benefits on a rising scale as the year progressed, a trend which has continued
into our new financial year.

With this strong, broadly-based momentum, the Board looks forward to reporting
further significant progress in the coming year.

Prospects for the Enlarged Group

The Board believes that, following completion of the Acquisition, the Enlarged
Group will be well placed to consolidate its position in the US equipment
rental market. The Board has confidence in the financial and trading prospects
of the Enlarged Group for the current financial year, much of which will be
spent in integrating and assimilating NationsRent with Sunbelt and on the
delivery of the cost savings and operational realignment benefits.

Additional information

Documentation and timetable expectations

A proposed timetable of events leading up to completion of the Acquisition is
set out below. Please note that these dates are approximate and are subject to
change:

* Posting of Circular and Prospectus                       Today (19 July 2006)
   
* Record Date for entitlement to the Rights Issue          2 August 2006
   
* EGM                                                      4 August 2006
   
* First day of dealing the Rights Issue shares, nil paid   7 August 2006
   
* Obtain HSR approval                                       mid-August 2006
   
* Latest time and date for acceptance and payment in full  29 August 2006
   
* Completion of the Acquisition                            31 August 2006
   
Additional information

UBS and JPMorgan Cazenove are acting as financial advisers to Ashtead in
relation to the Acquisition. JPMorgan Cazenove and Evolution are acting as
joint corporate brokers to Ashtead.

The Circular and the Prospectus giving details of the Acquisition and the
Rights Issue and containing, amongst other things, a notice of the
Extraordinary General Meeting of Ashtead to be held on 4 August 2006 to approve
the Acquisition and the Rights Issue will be sent to Shareholders shortly.

Enquiries

Ashtead
Cob Stenham, Non-executive Chairman             [phone]
George Burnett, Chief Executive                 [phone]
Ian Robson, Finance Director                    [phone]

UBS Investment Bank
Liam Beere                                      [phone]

JPMorgan Cazenove
Dermot McKechnie                                [phone]

Evolution Securities
Stuart Andrews                                  [phone]

Maitland
Brian Hudspith                                  [phone]

A presentation for analysts and institutions will be held at 10:00 today
(London time) at JPMorgan Cazenove, 20 Moorgate, London, EC2R 6DA. A live
webcast of this presentation will be available on the Investor Centre of the
Group's website, at www.ashtead-group.com, and a recording will be available
thereafter.

General

This announcement has been issued by and is the sole responsibility of Ashtead.

UBS Limited ("UBS" or "UBS Investment Bank") is acting exclusively as financial
adviser to the Company and no one else in connection with the Acquisition and
the Rights Issue and will not be responsible to anyone other than the Company
for providing the protections afforded to its clients or for providing advice
in relation to the Acquisition, the Rights Issue, or in relation to the
contents of this announcement, or for any other transaction, arrangement or
matters referred to in this announcement.

JPMorgan Cazenove Limited ("JPMorgan Cazenove"), which is authorised and
regulated in the United Kingdom by the Financial Services Authority, is acting
exclusively as financial adviser and corporate broker for the Company and no
one else in connection with the Acquisition and the Rights Issue and will not
be responsible to anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the Acquisition,
the Rights Issue, or in relation to the contents of this announcement, or for
any other transaction, arrangement or matters referred to in this announcement.

Evolution Securities Limited ("Evolution"), which is authorised and regulated
in the United Kingdom by the Financial Services Authority, is acting
exclusively as corporate broker for the Company and no one else in connection
with the Rights Issue and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients or for providing
advice in relation to the Rights Issue, or in relation to the contents of this
announcement, or for any other transaction, arrangement or matters referred to
in this announcement.

This announcement does not constitute an offer to sell or the solicitation of
an offer to acquire or subscribe for New Ordinary Shares, Provisional Allotment
Letters, Nil Paid Rights and/or Fully Paid Rights and/or to take up any
entitlements. The offer to acquire New Ordinary Shares pursuant to the proposed
Rights Issue will be made solely on the basis of the information contained in
the Prospectus to be published in connection with the proposed Rights Issue.

The information contained in this announcement is not for release, publication
or distribution to persons in the United States, Australia, Canada, France,
Japan or New Zealand.

This announcement is not an offer of securities for sale in, into or from the
United States, Australia, Canada, France, Japan or New Zealand. The New
Ordinary Shares, Provisional Allotment Letters, Nil Paid Rights and Fully Paid
Rights have not been and will not be registered under the US Securities Act of
1933 (as amended) or under any relevant securities laws of any state or other
jurisdiction of the United States, and will not qualify for distribution under
any of the relevant securities laws of Australia, Canada, France, Japan or New
Zealand. Accordingly, the New Ordinary Shares, Provisional Allotment Letters,
Nil Paid Rights and/or Fully Paid Rights may not be offered, sold, taken up,
exercised, resold, renounced, transferred or delivered, directly or indirectly,
within the United States (absent registration or an applicable exemption from
registration) or within Australia, Canada, France, Japan or New Zealand.

The availability of the Rights Issue to persons who are not resident in the
United Kingdom may be affected by the laws of the relevant jurisdictions in
which they are located. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable requirements.

Certain statements in this announcement are forward-looking statements. Such
statements speak only as at the date of this announcement, are based on current
expectations and beliefs and, by their nature, are subject to a number of known
and unknown risks and uncertainties that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. The
information contained in this announcement is subject to change without notice
and none of the Company, UBS, JPMorgan Cazenove or Evolution assumes any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained herein.

No statement in this announcement is intended to be a profit forecast or to
imply that the earnings of Ashtead for the current year or future years will
necessarily match or exceed the historical or published earnings of Ashtead or
NationsRent.

The Glossary contains the definitions of certain terms used in this Part 2.

Glossary of terms

"Acquisition"             the proposed acquisition of the entire issued share  
                          capital of NationsRent;                              
                                                                               
"Acquisition Agreement"   the merger agreement between the Company, NationsRent
                          Ventures Group, Inc. (a newly incorporated Delaware  
                          corporation and a wholly-owned indirect subsidiary of
                          the Company) and NationsRent, dated 18 July 2006, in 
                          relation to the Acquisition;                         
                                                                               
"Admission"               admission of the New Ordinary Shares, nil paid, to   
                          the Official List and to trading on the main market  
                          for listed securities of the London Stock Exchange;  
                                                                               
"A-Plant"                 a brand name of Ashtead Plant Hire Company Limited   
                          (together with "Tool Hire Shops") through which the  
                          Group's operations in the United Kingdom are         
                          principally conducted;                               
                                                                               
"Ashtead" or "the         Ashtead Group plc, a company incorporated in England 
Company"                  and Wales with registered number 01807982, whose     
                          registered office is at King's Court, 41-51 Kingston 
                          Road, Leatherhead, Surrey, KT22 7AP, United Kingdom; 
                                                                               
"Ashtead Group" or "the   the Company together with its subsidiaries and       
Group"                    subsidiary undertakings;                             
                                                                               
"Board"                   the board of directors of the Company from time to   
                          time;                                                
                                                                               
"Circular"                The circular issued by the Company in respect of the 
                          Acquisition, setting out the basis for the Rights    
                          Issue (amongst other things), together with the      
                          notice of the Extraordinary General Meeting;         
                                                                               
"Closing Price"           the closing middle market quotation of an Existing   
                          Ordinary Share, as published in the Daily Official   
                          List;                                                
                                                                               
"CREST"                   the system for the paperless settlement of trades in 
                          securities and the holding of uncertificated         
                          securities in accordance with the CRESTCo Regulations
                          operated by CRESTCo;                                 
                                                                               
"Debt Issue"              The proposed issue of the New Senior Loan Notes;     
                                                                               
"Director"                a director of the Company;                           
                                                                               
"Enlarged Group"          the Company together with its subsidiaries and       
                          subsidiary undertakings, as enlarged by the          
                          Acquisition;                                         
                                                                               
"Evolution"               Evolution Securities Limited;                        
                                                                               
"Existing Ordinary        the ordinary shares of 10 pence each in the capital  
Shares"                   of the Company at the date of this document;         
                                                                               
"Extraordinary General    the extraordinary general meeting of the Company to  
Meeting"                  be convened pursuant to the notice set out at the end
                          of this document (including any adjournment thereof);
                                                                               
"Fully Paid Rights"       rights to acquire New Ordinary Shares, fully paid;   
                                                                               
"IFRS"                    International Financial Reporting Standards;         
                                                                               
"JPMorgan Cazenove"       JPMorgan Cazenove Limited;                           
                                                                               
"J.P. Morgan Securities"  J.P. Morgan Securities Ltd.;                         
                                                                               
"12% Loan Notes"          the 12% second priority senior secured loan notes    
                          (ranking pari passu with the 8.625% Loan Notes) due  
                          2014, issued by Ashtead Holdings plc;                
                                                                               
"8.625% Loan Notes"       the 8.625% second priority senior secured loan notes 
                          (ranking pari passu with the 12% Loan Notes) due     
                          2015, issued by Ashtead Holdings plc;                
                                                                               
"London Stock Exchange"   London Stock Exchange plc or its successor(s);       
                                                                               
"Lowe's"                  Lowe's Companies, Inc.;                              
                                                                               
"NationsRent"             NationsRent Companies, Inc. and/or its subsidiaries  
                          and subsidiary undertakings (as the context          
                          requires);                                           
                                                                               
"NationsRent Loan Notes"  the 9.5% senior secured notes due 2010 and the 9.5%  
                          senior unsecured notes due 2015 issued by            
                          NationsRent;                                         
                                                                               
"New Ordinary Shares"     the ordinary shares of 10 pence each in the capital  
                          of the Company to be issued by the Company pursuant  
                          to the Rights Issue;                                 
                                                                               
"New Senior Loan Notes"   the second priority senior secured loan notes        
                          (ranking pari passu with the 8.625% Loan Notes and   
                          the 12% Loan Notes) due 2016, to be issued by Ashtead
                          Capital, Inc., a direct subsidiary of the Company;   
                                                                               
"New Senior Secured       the first priority loan and security agreement to be 
Credit Facility"          entered into after the date hereof between, inter    
                          alios, the Company (as representative and guarantor) 
                          and certain of its direct and indirect subsidiaries, 
                          Bank of America, N.A. (as agent) and certain         
                          financial institutions;                              
                                                                               
"Nil Paid Rights"         rights to acquire New Ordinary Shares, nil paid;     
                                                                               
"Official List"           the official list of the UK Listing Authority;       
                                                                               
"Ordinary Shares"         Existing Ordinary Shares and/or New Ordinary Shares, 
                          as the context requires;                             
                                                                               
"Performance Related      the deferred cash consideration of up to US$89       
Consideration"            million, in aggregate, to which the NationsRent      
                          Shareholders may become entitled under the terms of  
                          the Acquisition Agreement (dependent upon the        
                          performance of the share price of the Ordinary Shares
                          by reference to an agreed price which has presently  
                          been set at 223.5 pence per share measured over a    
                          three year term, commencing on the date of the       
                          Acquisition Agreement);                              
                                                                               
"Prospectus"              the document dated 19 July 2006, comprising a        
                          prospectus relating to the Company for the purpose of
                          the Rights Issue and the listing of the New Ordinary 
                          Shares on the London Stock Exchange (together with   
                          any supplements or amendments thereto);              
                                                                               
"Provisional Allotment    the provisional allotment letter to be issued to     
Letter"                   Qualifying non-CREST Shareholders;                   
                                                                               
"Qualifying CREST         Qualifying Shareholders holding Ordinary Shares in   
Shareholders"             uncertificated form;                                 
                                                                               
"Qualifying non-CREST     Qualifying Shareholders holding Ordinary Shares in   
Shareholders"             certificated form;                                   
                                                                               
"Qualifying Shareholders" holders of Existing Ordinary Shares on the register  
                          of members of the Company on the Record Date;        
                                                                               
"Record Date"             the close of business in London on 2 August 2006;    
                                                                               
"Resolutions"             the resolutions to be proposed at the Extraordinary  
                          General Meeting;                                     
                                                                               
"Restricted Shareholders" Shareholders with registered addresses in, or who are
                          citizens, residents or nationals of, jurisdictions   
                          outside the United Kingdom;                          
                                                                               
"Rights Issue"            the offer by way of rights to Qualifying Shareholders
                          to acquire New Ordinary Shares, on the terms and     
                          conditions set out in the Prospectus and, in the case
                          of Qualifying non-CREST Shareholders only, the       
                          Provisional Allotment Letter;                        
                                                                               
"Rights Issue Price"      100 pence per New Ordinary Share;                    
                                                                               
"NationsRent              all the existing shareholders of NationsRent, who are
Shareholders"             to sell all of their issued and outstanding shares of
                          common stock and preferred stock, as the case may be,
                          pursuant to the Acquisition Agreement (including,    
                          inter alios, Baupost Private Investments A-1, L.L.C.,
                          Baupost Private Investments C-1, L.L.C., Baupost     
                          Private Investments H-1, L.L.C. and Phoenix Rental   
                          Partners, LLC);                                      
                                                                               
"Senior Secured Credit    the first priority loan and security agreement dated 
Facility"                 12 November 2004 between, amongst others, the Company
                          (as representative and guarantor) and certain of its 
                          direct and indirect subsidiaries, Bank of America,   
                          N.A. (as agent) and the financial institutions named 
                          therein, as amended on 14 November 2005;             
                                                                               
"Shareholders"            holders of Ordinary Shares;                          
                                                                               
"Sunbelt Rentals" or      Sunbelt Rentals, Inc.;                               
"Sunbelt"                                                                      
                                                                               
"UBS" or "UBS Investment  UBS Limited;                                         
Bank"                                                                          
                                                                               
"Underwriters"            J.P. Morgan Securities Ltd, UBS and Evolution;       
                                                                               
"Underwriting Agreement"  the conditional underwriting agreement dated 19 July 
                          2006 between the Company, JPMorgan Cazenove and the  
                          Underwriters;                                        
                                                                               
"United Kingdom" or "UK"  the United Kingdom of Great Britain and Northern     
                          Ireland;                                             
                                                                               
"UK Listing Authority"    the Financial Services Authority acting in its       
                          capacity as the competent authority for the purposes 
                          of FSMA;                                             
                                                                               
"United States" or "US"   the United States of America, its territories and    
                          possessions, any state of the United States and the  
                          District of Columbia;                                
                                                                               
"US$", "US dollars" or    the lawful currency of the United States.            
"$"