Pricing for Debt Tender Offer

RNS Number:6922H
Ashtead Holdings plc
15 August 2006



                              ASHTEAD HOLDINGS PLC

                    ANNOUNCES PRICING FOR DEBT TENDER OFFER

Ashtead Holdings plc ("Ashtead Holdings"), a wholly-owned subsidiary of Ashtead
Group plc, today set the pricing for its previously announced cash tender offer
and consent solicitation in respect of its outstanding 12% second priority
senior secured notes due 2014 (the "Notes"). The terms of the tender offer and
consent solicitation for the Notes are detailed in Ashtead Holdings' Offer to
Purchase and Consent Solicitation Statement dated 19 July, 2006.

The total consideration for the Notes was determined as of 2:00 p.m., U.K. time,
on 15 August, 2006, assuming a payment date of 30 August, 2006 and using the
yield of the 4% U.K. Treasury due 7 March, 2009 (the "Reference Security") plus
a fixed spread of 50 basis points. The yield on the Reference Security, as
calculated by Citigroup Global Markets Limited, was 4.975%. Accordingly, the
total consideration, excluding accrued and unpaid interest, for each #1,000
principal amount of Notes validly tendered and not withdrawn at or prior to 4:00
p.m., U.K. time, on 31 July, 2006 (the "Consent Deadline") is #1,211.79, which
includes a consent payment of #30. The tender offer consideration, excluding
accrued and unpaid interest, for each #1,000 principal amount of Notes validly
tendered after the Consent Deadline but at or before the offer expiration date
of 29 August, 2006 is #1,181.79, which equals the total consideration less the
consent payment.

The offer and the consent solicitation are being made in connection with the
previously announced acquisition of NationsRent Companies, Inc. ("NationsRent")
by Ashtead Group plc. The completion of the offer and consent solicitation is
subject to the satisfaction or waiver of certain conditions, including, but not
limited to, the consummation of the acquisition of NationsRent by Ashtead Group
plc. The offer and consent solicitation may be amended, extended or, under
certain conditions, terminated.

The dealer manager for the offer is Citigroup Global Markets Limited. The
information agent for the offer and consent solicitation is Lake Isle M&A
Incorporated. The depositary for the offer is The Bank of New York.

Copies of the offer to purchase and consent solicitation statement may be
obtained from the Information Agent, Lake Isle M&A Incorporated (Freefone 00800
7710 9970 from EU countries and 011 22 20 7710 9960 from other countries;
holders in the U.S. may call Innisfree M&A Incorporated toll-free at (888)
750-5834 and banks and brokers may call collect at [phone]) or the dealer
manager, Citigroup Global Markets Limited ([phone]).


Contacts:

Ashtead
Cob Stenham, Non-executive Chairman         [phone]
George Burnett, Chief Executive             [phone]
Ian Robson, Finance Director                [phone]

Maitland
Brian Hudspith                              [phone]


General:

This press release is for information only and does not constitute an offer to
buy or the solicitation of an offer to sell any Notes. The offer and the consent
solicitation are being made only pursuant to the offer to purchase and consent
solicitation statement that Ashtead Holdings previously distributed to the
holders of the Notes. Holders of the Notes and investors should read carefully
the offer to purchase and consent solicitation statement because they contain
important information, including the various terms of and conditions to the
offer and the consent solicitation.

The offer to purchase and consent solicitation statement 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 us
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 and consent solicitation statement 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 hereof, or that the
information included or incorporated by reference herein is correct as of any
time subsequent to the date hereof or thereof, respectively.

The offer to purchase and consent solicitation statement is for distribution
only to persons who (i) 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"), (ii) are
persons falling within Article 49(2)(a) to (d) ("High net worth companies,
unincorporated associations, etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom, (iv) are persons falling within Article 43(1)(b) of
the Financial Promotion Order ("Members and creditors of certain bodies
corporate"), or (v) 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"). The offer to purchase
and consent solicitation statement 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 the offer to purchase and consent
solicitation statement relates is available only to relevant persons and will be
engaged in only with relevant persons.

The offer to purchase and consent solicitation statement and any other offering
material have not been submitted to the clearance procedures of Commissione
Nazionale per le Societ a e la Borsa (CONSOB) and are not directed to investors
resident in Italy. No interests in the notes are being offered, sold, purchased
or delivered, no Consent is being solicited and neither the offer to purchase
and consent solicitation statement nor any other offering or publicity material
relating to the offer is or will be distributed to holders who are Italian
residents or who are located in Italy by Ashtead or the dealer manager or any
other person acting on its or their behalf. Accordingly, holders are hereby
notified that, to the extent such holders are Italian residents or are located
in Italy, the offer is not available to them and, as such, any electronic
acceptance instruction or any other acceptance instruction in whatever form
received from such persons shall be void.

The offer to purchase and consent solicitation statement has not been filed with
or reviewed by the United States Securities and Exchange Commission (the "SEC")
or any state securities commission, nor has the SEC or any such commission
passed upon the accuracy or adequacy of the offer to purchase and consent
solicitation statement or any of the other documents delivered herewith. Any
representation to the contrary is unlawful and may be a criminal offense.




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