Expiration and Results of Cash Tender Offer

FOR IMMEDIATE RELEASE                                                                                                                          

4 NOVEMBER 2019

ASHTEAD ANNOUNCES expiration and results of

cash tender offer for any and all of its outstanding

5.625% second priority senior secured notes due 2024

4 November 2019 — Ashtead Group plc (LSE:AHT) (“Ashtead”) announced today that the previously announced cash tender offer (the “Offer’) by its indirect, wholly-owned subsidiary, Ashtead Capital, Inc. (the “Company”) for any and all of its outstanding 5.625% second priority senior secured notes due 2024 (CUSIP Nos. 045054AC7 and U04503AB1) (the “Notes”) in an aggregate principal amount of $500 million expired at 5:00 p.m., New York City time, on 1 November 2019 (the “Expiration Time”).

According to information provided by Global Bondholder Services Corporation, the depositary and information agent for the Offer, $189,136,000 aggregate principal amount of Notes were validly tendered on or before the Expiration Time and not validly withdrawn, which amount excludes $315,000 aggregate principal amount of the Notes that remain subject to guaranteed delivery procedures.

The Company accepted for payment all such Notes validly tendered and not validly withdrawn in the Offer and made the payment for the Notes on 4 November 2019 (the “Payment Date”). The Company expects the payment for the Notes delivered under the guaranteed delivery procedures to occur on 6 November  2019.

The total consideration for each $1,000 outstanding principal amount of Notes validly tendered prior to the Expiration Time or the Guaranteed Delivery Date and accepted for purchase by the Company is $1,030.50, plus any accrued and unpaid interest on the Notes up to, but not including, the Payment Date.

The Company will provide an irrevocable notice to The Bank of New York Mellon, the trustee, collateral agent and paying agent of the Notes, of its intent to redeem all of the outstanding Notes that are not purchased in the Offer, in accordance with the redemption provisions of the indenture governing the Notes. The redemption date for the remaining outstanding Notes is expected to be on or around 6 December 2019.

The Company has retained J.P. Morgan Securities LLC to serve as dealer manager for the Offer. The Company has retained Global Bondholder Services Corporation to serve as the depositary and the information agent for the Offer. Requests for documents and questions about the Offer may be directed to Global Bondholder Services Corporation by phone at [phone] (Banks and Brokers) or [phone] (Toll-Free) or in writing at 65 Broadway – Suite 404, Attn: Corporate Actions, New York, New York 10006. Copies may also be obtained at http://www.gbsc-usa.com/Ashtead.

Enquiries:

Michael Pratt, Finance Director

Will Shaw, Director of Investor Relations          [phone]

Neil Bennett, Maitland

James McFarlane, Maitland                              [phone]

This press release is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell any Notes. The Offer was made only pursuant to the offer to purchase that the Company distributed to the holders of the Notes. This communication does not constitute a notice of redemption under the optional redemption provisions of the indenture governing the Notes.

The offer to purchase 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 the Company 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 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 of the offer to purchase, or that the information included herein is correct as of any time subsequent to the date hereof.

This communication is directed only to persons who (i) are outside the United Kingdom; (ii) 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”), (iii) are persons falling within Article 49(2)(a) to (d) (“High net worth companies, unincorporated associations, etc.”) 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.