7 July, 2005
Placing and Open Offer to raise £70 million
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, FRANCE, JAPAN OR NEW ZEALAND
ASHTEAD GROUP PLC
PLACING AND OPEN OFFER TO RAISE c.£70 MILLION
Ashtead Group plc (“Ashtead”), the international equipment rental group serving the construction, industrial and homeowner markets, today announces a refinancing that includes:
- The Placing of 73.4 million New Ordinary Shares at 95.5 pence per share, of which 54.4 million New Ordinary Shares are subject to clawback to satisfy valid applications under the Open Offer (on the basis of 1 New Ordinary Share for every 6 Existing Ordinary Shares at 95.5 pence per share). The Placing and the Open Offer are expected to raise approximately £70 million before expenses.
- The raising of $250 million (approximately £142 million), before expenses, by the issue of New Senior Loan Notes, which will be repayable in full in August 2015.
Ashtead has today also separately announced its results for the year ended 30 April 2005. These show that Ashtead continues to perform strongly in all three of its divisions and that the outlook for the business remains positive.
The Placing and the Open Offer have been fully underwritten. It is expected that dealings in the New Ordinary Shares will commence on 3 August 2005.
Through the refinancing, Ashtead will be able to:
- improve its financial flexibility by satisfying early its obligations to repay the existing Rentokil Convertible Loan Note, at a discount of approximately 11%;
- redeem up to 35% of the existing Senior Loan Notes which carry interest at a rate of 12%;
- further de-leverage the balance sheet;
- further extend the average debt maturity to approximately 7 years;
- avoid the potential dilution to existing shareholders which would occur if the Convertible Loan Note were to convert into equity;
- broaden the investor base; and
- facilitate the payment of dividends in the future.
The Directors believe that the stronger capital base created by the refinancing will provide the Company with significantly greater flexibility in developing the Group over the coming years.
George Burnett, Chief Executive of Ashtead, commented:
“This refinancing will complete the restructuring of the Group’s capital base which began in April 2004. The revised arrangements provide a secure long-term capital structure for Ashtead, which will provide flexibility to the Company going forward and allow the management to concentrate on the Group’s strategic development.”
Definitions of certain terms used in this Announcement are detailed at the end of this Announcement.
Ashtead Group plc
George Burnett, Chief Executive Officer
Ian Robson, Finance Director
JPMorgan Cazenove Limited
(Financial adviser, sponsor, joint broker and joint bookrunner)
020 7588 2828
Evolution Securities Limited
(Joint broker, joint bookrunner and joint underwriter)
020 7071 4300
The Maitland Consultancy
020 7379 5151
JPMorgan Cazenove, which is regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, financial adviser, joint broker and joint bookrunner for Ashtead and no one else in connection with the Placing and the Open Offer and will not be responsible to anyone other than Ashtead for providing the protections afforded to its customers or for providing advice in relation to the Placing and the Open Offer. Evolution, which is regulated in the United Kingdom by the Financial Services Authority, is acting as joint broker, joint bookrunner and joint underwriter for Ashtead and no one else in connection with the Placing and the Open Offer and will not be responsible to anyone other than Ashtead for providing the protections afforded to its customers or for providing advice in relation to the Placing and the Open Offer. J.P. Morgan Securities (acting through JPMorgan Cazenove) is acting as joint underwriter of the Placing and the Open Offer.
This Announcement has been issued by the Company and is the sole responsibility of the Company. It has not been independently verified by JPMorgan Cazenove, Evolution, or any other person. This Announcement does not purport to be comprehensive or to contain all the information that a recipient may need in order to evaluate the Company. No representation or warranty, express or implied, is given and, so far as is permitted by law and except in the case of fraud, no responsibility or liability is accepted by any person, with respect to the accuracy or completeness of the Announcement or its contents or any oral or written communication in connection with the Placing and the Open Offer. In particular, but without limitation, no representation or warranty is given as to the achievement or reasonableness of, and no reliance should be placed on, any projections, targets, estimates or forecasts contained in this Announcement. In all cases, interested parties should conduct their own investigation and analysis of the Company and the data contained in this Announcement.
None of the New Ordinary Shares or the New Senior Loan Notes have been, nor will be, registered in the United States under the U.S. Securities Act 1933, as amended, or under the securities laws of Australia, Canada, France, Japan or New Zealand and they may not, subject to certain exceptions, be offered, sold, delivered or transferred, directly or indirectly, in or into the United States, Australia, Canada, France, Japan or New Zealand or any other jurisdiction where the extension or availability of the Placing and the Open Offer or the offer or sale of such securities would breach any applicable law (together, the “Excluded Territories”) or to, or for the account or benefit of, any national, citizen or resident of any of the Excluded Territories. This Announcement is not an offer of securities for sale in the United States and securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended.
There will be no public offer of the New Ordinary Shares in the United States. The Debt Issue will be only made to qualified institutional buyers in accordance with Rule 144A under the U.S. Securities Act of 1933, as amended, and to investors outside the United States in accordance with Regulation S under the U.S. Securities Act of 1933, as amended. This Announcement shall not constitute or form any part of any offer or invitation to subscribe for, underwrite or otherwise acquire, or any solicitation of any offer to purchase or subscribe for, securities including in the United States. Any purchase of, or application for, securities in respect of the Placing and the Open Offer should only be made on the basis of information contained in the Prospectus, which is expected to be posted to shareholders later today, and any supplement thereto.
Prices and values of shares may go down as well as up and an investor may not get back the amount invested. It should be noted that past performance is no guide to future performance. Persons needing advice should consult an independent financial adviser.
Certain statements made in this Announcement are forward-looking statements. Such statements are based on current expectations and, by their nature, are subject to a number of 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 and opinions contained in this Announcement are subject to change without notice and Ashtead assumes no responsibility or obligation to update publicly or revise any of the forward-looking statements contained herein.
The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this Announcement is released, published or distributed should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. None of JPMorgan Cazenove, Evolution or the Company, nor their respective directors, officers or agents, accepts any liability to any person in relation to the distribution or possession of the Announcement in any jurisdiction.