19 July, 2006

Proposed acquisition of NationsRent



Ashtead Group plc



Creating a US market leader


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.


Cob Stenham, Non-executive Chairman +44 (0) 20 7299 5562 George Burnett, Chief Executive +44 (0) 1372 362 300
Ian Robson, Finance Director +44 (0) 1372 362 300

UBS Investment Bank
Liam Beere +44 (0) 20 7567 8000

JPMorgan Cazenove
Dermot McKechnie +44 (0) 20 7588 2828

Evolution Securities
Stuart Andrews +44 (0) 20 7071 4300

Brian Hudspith +44 (0) 20 7379 5151

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.