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ASHTEAD GROUP PLC - Notice of Redemption

ASHTEAD CAPITAL, INC.

5.625% Second Priority Senior Secured Notes due 2024

NOTICE OF REDEMPTION


Aggregate
Principal
Amount

Description of Notes

CUSIP Nos.
(144A Notes /
Regulation S Notes)

ISIN Nos.
(144A Notes /
Regulation S Notes)
$500,000,000 5.625% Second Priority Senior Secured Notes due 2024 045054AC7 / U04503AB1 US045054AC71 / USU04503AB12

Reference is made to the Indenture, dated as of September 17, 2014, as amended by Supplemental Indenture No. 1 dated as of February 6, 2015, Supplemental Indenture No. 2 dated July 28, 2017 (collectively, the “Indenture”), among Ashtead Capital, Inc. (the “Issuer”), Ashtead Group plc, as Parent Guarantor, the Subsidiary Guarantors named therein and The Bank of New York Mellon, as trustee, collateral agent and paying agent (the “Trustee” and “Paying Agent”), governing the Issuer’s 5.625% Second Priority Senior Secured Notes due 2024 (the “Notes”). Any capitalized term used but not otherwise defined herein has the meaning assigned to such term in the Indenture.

  1. The Issuer hereby notifies the Holders of the Notes of a redemption of the Notes, pursuant to paragraph (c) of Section 3.05 of the Indenture and paragraph (c) of Section 6 of the Notes as follows:

    Redemption Date: December 6, 2019.

    Principal Amount of Notes to be Redeemed: $310,864,000.

    Redemption Price: 102.813% of the principal amount of the Notes plus accrued and unpaid interest to, but not including, the Redemption Date. Interest on the Notes accrues at a rate of 5.625% per annum, payable semi-annually in arrears on October 1 and April 1 of each year. The amount of accrued and unpaid interest to be paid to Holders pursuant to the redemption represents interest accrued from October 1, 2019, the last Interest Payment Date prior to the Redemption Date, to, but not including, the Redemption Date.

    Paying Agent: The Notes called for redemption are to be surrendered for payment of the Redemption Price at The Bank of New York Mellon, One Canada Square, 40th Floor, London E14 5AL, England, acting as the Issuer’s agent.

  2. The Notes called for redemption must be surrendered to the Paying Agent to collect the Redemption Price.

  3. No representation is made as to the correctness of any CUSIP or ISIN numbers either as printed on the Notes or as contained in this Notice of Redemption, and each Holder may rely only on the other identification numbers printed on the Notes.

  4. On the Redemption Date, the Redemption Price will become due and payable on Notes called for redemption and, unless the Issuer and the Guarantors default in making such redemption payment, interest on Notes called for redemption shall cease to accrue on and after the Redemption Date.

                EACH HOLDER IS URGED TO CONSULT ITS TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF REDEMPTION TO SUCH HOLDER, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX LAWS.

    Dated as of November 6, 2019