20 August, 2004

Director Shareholding

Ashtead Group plc announces that three of its executive directors, George Burnett, Ian Robson, and Sat Dhaiwal have purchased respectively 35,711, 40,813 and 10,203 ordinary shares of 10p each in the Company. Full details of these purchases which were made on and notified to the Company on 19 August 2004 are given in the table below.

These purchases, through which the directors have invested part of their bonuses for the year ended 30 April 2004 in shares in the Company, have, with the agreement of the Remuneration Committee, qualified these executive directors for participation in the Company's investment incentive plan (IIP).

Accordingly, under the rules of the IIP, the Company, through its Remuneration Committee, has made conditional Matching Awards of shares to each director to the value of three times the gross equivalent of the amount invested. Vesting of the Matching Awards is conditional upon achievement of demanding targets relating to achieved real growth in earnings per share over that in the year to 30 April 2004 and to Total Shareholder Return over the three year vesting period from 19 August 2004 to 18 August 2007.

The Company's employee share ownership trust will shortly conditionally transfer the appropriate number of shares comprising the Matching Award to each director. Each director is required to return all or part of the shares comprising the Matching Award to the employee share ownership trust to the extent that the performance conditions related to the Matching Award are not met.

Shares purchased by each director on 19 August 2004

Number of 10p Percentage Price Percentage of
ordinary shares of issued per Total issued share

 Directorpurchased share capital shareshares heldcapital
GB Burnett35,7110.011%48.99p 13,897,664 4.27%
SI Robson40,813 0.013%48.99p 205,457 0.06%
SS Dhaiwal10,203 0.003%48.99p 23,203 0.01%


  • All of these shareholdings are beneficial save for that of Mr Burnett which includes 1,056,192 shares in which Mr Burnett has a non-beneficial interest
  • The total shares held shown above exclude shares held on a conditional basis in respect of previous grants of Matching Awards under the IIP. The number of such shares held conditionally is 1,422,006 shares held by Mr Burnett and 650576 shares held by Mr Robson. Including these shares Mr Burnett's total shareholding is 15,319,670 shares representing 4.71% of the Company's issued share capital and Mr Robson's total shareholding is 856,033 shares representing 0.26% of the Company's issued share capital.

Shares which will shortly be transferred to directors on a conditional basis to
meet the potential Matching Awards on a full vesting

DirectorNumber of 10p ordinary shares being conditionally transferred
GB Burnett178,554
SI Robson204,066
SS Dhaiwal51,015

In addition to the executive directors mentioned above a number of other members of the Group's senior management team purchased 121,084 shares in the Company on 19 August 2004 under the same programme.

The Company also announces that, as at the date of his appointment as a director of the Company on 6 July 2004, Cliff Miller owned, and continues to own, a beneficial interest in 33,000 ordinary shares of 10p each in the Company representing 0.01% of the Company's issued share capital. He acquired these shares in March 2003 at a price of approximately 8p per share.