Placing and Open Offer

Ashtead Group PLC
07 July 2005



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:

1.      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.

2.      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.

Contacts:

Ashtead Group plc           Chief Executive Officer              01372 362300
-----------------
George Burnett              Finance Director
--------------
Ian Robson
----------
                        
JPMorgan Cazenove Limited                                        020 7588 2828
(Financial adviser, sponsor, joint broker and joint bookrunner)

Julian Oakley
Dermot McKechnie

Evolution Securities Limited                                     020 7071 4300
----------------------------
(Joint broker, joint bookrunner and joint underwriter)
Steve Roberts
Stuart Andrews
                                                             
The Maitland Consultancy
------------------------
Brian Hudspith                                                   020 7379 5151
Emma Burdett


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.

Introduction

Ashtead has separately announced today its results for the year ended 30 April
2005. As reported, Ashtead continues to perform strongly in both of its main
markets and the outlook for the business remains positive.

Financial highlights

   • Group pre-tax profit before goodwill of £25.3 million (2004* - £7.6
     million)
   • Group pre-tax profit of £16.4 million (2004 - loss of £33.1 million)
   • Sunbelt profit** up 48% to $108.2 million (2004 - $73.3 million)
   • A-Plant profit** nearly tripled to £11.7 million (2004 - £4.0 million)
   • Debt further reduced by £53.6 million from cash flow despite 73%
     increase in capital expenditure to £125.5 million***

*   in 2004, also before exceptional items
**  Sunbelt's and A-Plant's profit comprises their operating profit before
    goodwill amortisation and, in 2004, exceptional items
*** excluding lease capitalisation effects

Against this backdrop of positive business momentum, Ashtead proposes to raise
approximately £70 million, before expenses, through the Placing and the Open
Offer of 73.4 million New Ordinary Shares at the Issue Price of 95.5 pence per
share. The Placing and the Open Offer have been fully underwritten by J.P.
Morgan Securities and Evolution.

Background to and reasons for the Placing and the Open Offer

a) Introduction

During the last 12 months, Ashtead has made significant progress. Operationally,
the business has performed well, aided by an improved outlook in the
non-residential construction industry in the US market. The continuing strength
of the US market and the recent strong performance of A-Plant in competitive
market conditions in the UK have been particularly encouraging.

Financially, cash generation has been strong and the business has continued to
reduce its overall levels of debt and to extend the maturity of its facilities
whilst at the same time lowering its funding costs. During 2004, two new
facilities were put in place which replaced the Company's 2000 Senior Secured
Credit Facility and resulted in a reduction in the average interest rate and an
increase in the maturity profile of the debt:

1.      In April 2004, Ashtead Holdings plc issued £120 million in principal
        amount of the Senior Loan Notes. The funds received were used to pre-pay 
        $200 million of the 2000 Senior Secured Credit Facility. The Senior Loan 
        Notes bear interest at a rate of 12% and are repayable in full on 1 May 
        2014.

2.      In November 2004, the Group completed the syndication of the Senior
        Secured Credit Facility, a new $675 million five year asset-based first 
        priority senior facility, which is committed until November 2009. The 
        proceeds of the Senior Secured Credit Facility were used to repay the 
        amounts outstanding under the 2000 Senior Secured Credit Facility and 
        the accounts receivable securitisation, with the balance of the facility 
        available to fund future requirements. Since 1 March 2005, interest has 
        been payable at LIBOR plus 225 basis points.

As at 30 April 2005, net debt was £493.2 million. This comprised:

1.      £216.0 million under the Senior Secured Credit Facility;
2.      £32.0 million of obligations under finance leases;
3.      £115.8 million under the Senior Loan Notes;
4.      £131.3 million under the Convertible Loan Note; and
5.      £0.2 million of other indebtedness; less
6.      a cash balance of £2.1 million.

As at the same date, total shareholders' funds were £126.9 million.

The Convertible Loan Note was issued to a subsidiary of Rentokil Initial plc by
Ashtead in part consideration for the acquisition of BET USA, Inc. in June 2000.
The Convertible Loan Note is redeemable at par on 31 March 2008 but under the
terms of the Senior Secured Credit Facility, must be refinanced by Ashtead prior
to November 2007.

Ashtead has agreed the terms for the grant of an option with Rentokil Initial
plc to repay early the Convertible Loan Note in its entirety for a total sum of
£119.5 million plus all outstanding accrued unpaid interest (assuming that the
option is exercised on or before 15 August 2005). The Company may not exercise
the option under the Option Agreement if, at any time after the date of the
Option Agreement but prior to the redemption date, the average of the mid-market
closing prices of an Ashtead ordinary share for a period of ten consecutive days
exceeds 125 pence. The repayment amount represents a discount of approximately
11% to the aggregate nominal value of £134 million. The amount of outstanding
accrued unpaid interest as at 3 August 2005, being the date on which it is
currently anticipated that the option to repay will be exercised, will be £10.4
million.

If the Convertible Loan Note is not repaid early, on the adoption of IFRS in the
current financial year, an additional non-cash interest charge of approximately
£3 million will be included in the Company's consolidated profit and loss
account. The revised interest charge equates to the deemed total cost to the
Company of providing the debt element of the Convertible Loan Note as determined
under the provisions of IAS 32.

The terms of the Senior Loan Notes prescribe the circumstances under which the
Company may exercise the option to repay the Convertible Loan Note. The Company
has elected to use the most cost-effective of the options available by using
debt ranking on a pari passu basis with the Senior Loan Notes to raise this
finance. In order to exercise this option (and to take advantage of the
discount), the Company must not exceed a ratio of consolidated debt to EBITDA of
2.75 times (calculated on a pro forma basis).

Over the course of the past two years, through cash flow applied to reduce debt
and earnings growth, the Company has de-leveraged from a consolidated debt to
EBITDA ratio of 4.1 times as at 30 April 2003 to a ratio of 2.9 times as at 30
April 2005. Having achieved this reduction through trading, the Board has
determined that it is now appropriate to use equity in the form of the Placing
and the Open Offer to achieve the remaining reduction necessary to allow the
Company to take advantage of the early repayment discount negotiated with
Rentokil Initial plc.

Given the requirement to raise equity in order to allow the Convertible Loan
Note to be repaid, the Board has decided to take the opportunity to exercise the
Company's option to redeem up to 35%, being £42 million, of the Senior Loan
Notes at a redemption price of 112% of their principal amount, plus the accrued
interest. This will allow the Company to reduce further its average cost of
borrowing by using the majority of the proceeds of the Placing and the Open
Offer to redeem the maximum possible amount of outstanding Senior Loan Notes.

b) Structure of the refinancing

The Board has therefore proposed a refinancing, which includes:

1.      The raising of approximately £70 million, before expenses, by the issue
        of 73.4 million New Ordinary Shares at the Issue Price of 95.5 pence per 
        New Ordinary Share pursuant to the Placing and the Open Offer.
2.      The raising of $250 million (approximately £142 million at an exchange
        rate of $1.7544 as at 6 July 2005 (being the last practicable date prior 
        to the publication of this document) or approximately £131 million at an 
        exchange rate of $1.9099 as at 30 April 2005 (the last balance sheet 
        date)), before expenses, by the issue of the New Senior Loan Notes, 
        which will be repayable in full in August 2015. The  interest rate 
        payable will only be determined once the marketing of the New Senior 
        Loan Notes is complete. Current indications are for an interest rate of
        around 9%. Once the final interest rate has been determined, which is 
        expected to be by 22 July 2005, an announcement will be made.

Both elements of the refinancing are inter-conditional. The Placing and the Open
Offer are both underwritten.

c) Use of proceeds and benefits of the refinancing

The combined proceeds of the Placing and the Open Offer and the Debt Issue will
be used to pre-pay in full the Convertible Loan Note at a total cost of £119.5
million, plus the unpaid accrued interest (assuming that the option is exercised
on or before 15 August 2005), and to redeem £42 million in principal amount of
the Senior Loan Notes together with accrued interest and the premium payable on
redemption. Specifically, the proceeds of the Placing and the Open Offer will be
used to redeem such portion of the Senior Loan Notes at a total cost of
approximately £48 million, with the balance being applied to pre-pay the
Convertible Loan Note and to finance the transaction expenses.

Through the refinancing, the Company will be able to:

   • improve its financial flexibility by satisfying early its obligations to
     repay the Convertible Loan Note, whilst realising a discount of
     approximately 11%;
   • 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;
   • redeem up to 35% of the Senior Loan Notes which carry interest at a rate
     of 12%;
   • 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.

This refinancing will complete the restructuring of the Group's capital base
which commenced in April 2004 with the issue of the Senior Loan Notes. 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.

d) Effects of the refinancing

As a result of: (i) the repayment of the Convertible Loan Note in full; (ii) the
redemption of £42 million in principal amount of the Senior Loan Notes; (iii)
the issue of $250 million (approximately £142 million) in principal amount of
the New Senior Loan Notes; and (iv) the raising of £66.2 million (net of
expenses) through the Placing and the Open Offer of the New Ordinary Shares, the
Company anticipates that its annual interest charge under IFRS will be reduced.
Accordingly, taking into account the enlarged share capital, the Directors
expect the refinancing to be only modestly earnings dilutive.

e) Dividend policy

Under the terms of the Senior Loan Notes, there are restrictions on the
Company's ability to pay a dividend to its shareholders. These include, inter
alia, a restriction on the Company's ability to distribute more than 50% of its
adjusted net earnings (essentially, its profit or loss for the financial year
ignoring any charge or credit for deferred tax). For this purpose, any payment
of interest on the Convertible Loan Note is treated as a distribution. However,
interest on the New Senior Loan Notes being used to finance the repayment of the
Convertible Loan Note will no longer be treated as a distribution. Accordingly,
as a result of the refinancing, the Company's flexibility to pay dividends will
be significantly improved. Additionally, the Company is currently prohibited by
its agreement with the holder of the Convertible Loan Note from paying dividends
whilst any interest remains due on the Convertible Loan Note. This restriction
will be lifted following the proposed repayment of the Convertible Loan Note.

Consequently, the Board currently anticipates that it will be able to propose to
shareholders the resumption of dividends in respect of the year ended April
2006.

Principal terms of the Placing and the Open Offer

The Company is proposing to raise approximately £70 million before expenses
(£66.2 million net of expenses) through the issue of 73,350,352 New Ordinary
Shares at the Issue Price of 95.5 pence per share. The issue price represents a
discount of approximately 9.9% to the Closing Price for an Existing Ordinary
Share of 106 pence on 6 July 2005 (being the latest practicable date prior to
this Announcement).

Pursuant to the Placing and Open Offer Agreement, 19.0 million New Ordinary
Shares have been conditionally placed firm at the Issue Price with institutional
and certain other investors pursuant to the Firm Placing and are not being
offered to shareholders under the Open Offer. The remainder, being 54.4 million
New Ordinary Shares, have been conditionally placed at the Issue Price with
institutional and certain other investors, but are subject to clawback to
satisfy valid applications by Qualifying Shareholders under the Open Offer. The
Placing and the Open Offer have been fully underwritten by J.P. Morgan
Securities and Evolution.

Qualifying Shareholders are being given the opportunity under the Open Offer to
subscribe for the New Ordinary Shares at the Issue Price pro rata to their
existing shareholdings on the basis of 1 New Ordinary Share for every 6 Existing
Ordinary Shares registered in their name as at the Record Date and so in
proportion for any other number of Existing Ordinary Shares then held.

Shareholders should note that the Open Offer is not a 'rights issue'.
Invitations to apply under the Open Offer are not transferable unless to satisfy
bona fide market claims and the Application Form is not a document of title and
cannot be traded. Shareholders should be aware that in the Open Offer, unlike in
the case of a rights issue, any New Ordinary Shares not applied for under the
Open Offer will not be sold in the market or placed for the benefit of
shareholders, but will be placed with the Placees for the benefit of the Company
at the Issue Price pursuant to the terms of the Placing and Open Offer
Agreement.

The Placing and the Open Offer are conditional on, inter alia, (i) Admission
occurring no later than 8.00 a.m. on 3 August 2005 or such later time and/or
date, being no later than 15 August 2005, as the Company, JPMorgan Cazenove,
J.P. Morgan Securities and Evolution may agree; (ii) the passing of Resolutions
1 and 2 at the Extraordinary General Meeting to be convened on 1 August 2005;
and (iii) the Debt Issue becoming unconditional in all respects subject only to
Admission (save where the Company, JPMorgan Cazenove, J.P. Morgan Securities and
Evolution may otherwise agree).

Further details of the Placing and the Open Offer are set out in the Prospectus
and in the Application Form which are being sent to Qualifying Shareholders
today.

Subject to the satisfaction of the conditions of the Placing and the Open Offer,
the New Ordinary Shares to be issued under the Open Offer will be registered in
the names of the Qualifying Shareholders validly applying for them and issued,
as applicable, either:

(a) in certificated form, with the relevant share certificate expected to be
    despatched by post, at the applicant's risk, by 8 August 2005; or

(b) in CREST, with delivery (to the designated CREST account) of the New
    Ordinary Shares applied for expected to take place by 3 August 2005 unless 
    the Company exercises its right to issue such New Ordinary Shares in 
    certificated form.

Admission

Application has been made to the UK Listing Authority for admission of the New
Ordinary Shares to the Official List and to the London Stock Exchange for
admission of the New Ordinary Shares to trading on its market for listed
securities. Subject to the Placing and the Open Offer becoming unconditional in
all respects, it is expected that Admission will become effective and that
dealings in the New Ordinary Shares, fully paid, will commence by no later than
8.00 a.m. on 3 August 2005.

Reduction of Capital

The following matter, whilst not a condition to the Placing and the Open Offer,
is linked to it and will affect all shareholders going forward.

The Company's audited accounts for the year ended 30 April 2005 show that the
Company has a surplus on its profit and loss account of approximately £2.4
million. The Company may only pay dividends out of profits available for
distribution, as determined in accordance with the Companies Act. It may not,
therefore, pay dividends at a time when it has a deficit on its profit and loss
account.

Accordingly, in order to facilitate the payment of dividends in the future, it
is proposed that: (i) the amount standing to the credit of the Company's share
premium account as at the date of the Extraordinary General Meeting be
cancelled; and (ii) subject to the Placing and the Open Offer becoming
unconditional in all respects and the New Ordinary Shares being duly issued, the
amount standing to the credit of the Company's share premium account immediately
following the issue of the New Ordinary Shares be reduced by an amount equal to
the share premium in respect of the New Ordinary Shares which may be credited to
the Company's share premium account.

The Companies Act provides that the cancellation or reduction of a share premium
account requires the passing of a special resolution by the Company in general
meeting and subsequent confirmation by the Court. Subject to the passing of the
requisite special resolution, Ashtead will seek the confirmation of the Court to
the Reduction of Capital. It is not possible to state with certainty if and when
the Court's confirmation will be obtained, but it is expected that this will be
before the end of October 2005.

Further information concerning the Reduction of Capital is set out in the
Prospectus.

Current trading and prospects

Last year's momentum has continued into the current year. Group turnover for the
two months ended 30 June 2005 was up 12.5% over the previous year. Sunbelt's
revenues in US dollars rose 17% in the same period.

The refinancing described above will, when finalised, provide a stable and
appropriate long-term platform for the Group's future development. It completes
the renewal of all the Group's debt facilities and extends the average debt
maturity to 7 years. The Board also expects that the reorganisation will enable
it to propose to shareholders the resumption of dividends in respect of the year
ending 30 April 2006.

In the United States, the key private non-residential construction market is
strong and is forecast to remain so. In addition, the shift from ownership to
rental continues. The outlook for Sunbelt therefore remains encouraging.
Overall, markets in the United Kingdom continue to be stable. A-Plant's focus
remains on improving returns and growing market share. Ashtead Technology
Rentals should continue to benefit from increased investment in oil exploration
and production. Accordingly, the Board anticipates reporting further progress in
the year ending 30 April 2006.

Pro forma financial position

As at 30 April 2005, the Group had net assets of £126.9 million and net debt of
£493.2 million. After adjusting for the expected proceeds of £66.2 million (net
of expenses) from the Placing and the Open Offer, the pro forma net assets as at
30 April 2005 would be £195.2 million and pro forma net financial indebtedness
would be £433.4 million. The proforma net financial indebtedness to EBITDA ratio
falls from 2.9 to 2.6. The pro forma is calculated using the historical exchange
rate of $1.9099 to the pound as at 30 April 2005.

Extraordinary General Meeting

An extraordinary general meeting to approve the Resolutions, to be held at The
London Room, City Point, 1 Ropemaker Street, London, EC2Y 9HT, will be convened
on 1 August 2005 at 10.30 a.m. Further information on the Resolutions (which are
to authorise the directors of the Company to allot and to disapply statutory
pre-emption rights in respect of the New Ordinary Shares (subject to certain
conditions) and to complete the reduction of capital) is set out in the
Circular.

Prospectus

It is expected that the Prospectus, setting out full details of the Placing and
the Open Offer and containing further information on the Company, will be posted
to shareholders later today, accompanied by the Circular and, in the case of
Qualifying Shareholders, by the Application Form. Application Forms will be
personal to Qualifying Shareholders and may not be transferred except to satisfy
bona fide market claims.

Expected timetable of principal events

Record Date for the Open Offer              the close of business on 5 July 2005
Latest time and date for splitting Application         3.00 p.m. on 26 July 2005
Forms (to satisfy bona fide market claims only)        
Latest time for receipt of Application Forms           3.00 p.m. on 28 July 2005
and payment in full under the Open Offer
Latest time and date for receipt of Forms of Proxy    10.30 a.m. on 30 July 2005
for the  Extraordinary General Meeting                                            
Extraordinary General Meeting                        10.30 a.m. on 1 August 2005
Admission and commencement of dealings in New         8.00 a.m. on 3 August 2005
Ordinary Shares     
New Ordinary Shares in uncertificated form expected to be          3 August 2005
credited to CREST stock accounts
Definitive share certificates for New Ordinary Shares in           8 August 2005
certificated form expected to be despatched

Notes:
1.        Each of the times and dates in the above timetable is subject to
          change, in which event details of the new times and dates will be 
          notified to the UK Listing Authority, to the London Stock Exchange 
          and, where appropriate, to shareholders.
2.        References to times in this Announcement are to London time.

Definitions

The following definitions apply throughout this Announcement, unless the context
otherwise requires.

'Admission'     admission of the New Ordinary Shares to the Official List and to
                trading on the market for listed securities of the London Stock
                Exchange;
'A-Plant'       a brand name of the Ashtead Plant Hire Company Limited through
                which the Group's operations in the United Kingdom are
                principally conducted:
'Application    the application form accompanying the Prospectus on which
Form'           Qualifying Shareholders may apply for New Ordinary Shares under
                the Open Offer;
'Circular'      the circular to shareholders accompanying the Prospectus and
                incorporating a Notice of Extraordinary General Meeting, which
                is expected to be posted to shareholders later today;
'Company'       Ashtead Group plc;
'Convertible    the 5.25% unsecured convertible loan note due 2008, issued by
Loan Note'      the Company and convertible into Ordinary Shares;
'Debt Issue'    the issue of the New Senior Loan Notes by Ashtead Holdings, a
                direct subsidiary of the Company;
'Evolution'     Evolution Securities Limited;
'Existing       the ordinary shares of 10 pence each in the capital of the
Ordinary        Company at the date of this Announcement;
Shares'
'Extraordinary  the extraordinary general meeting of the Company to be convened
General         pursuant to the notice set out at the end of the Circular,
Meeting'        including any adjournment thereof;
'Group'         the Company together with its subsidiaries and subsidiary
                undertakings;
'JPMorgan       JPMorgan Cazenove Limited;
Cazenove'
'J.P. Morgan    J.P. Morgan Securities Ltd.;
Securities'
'New Ordinary   the ordinary shares of 10 pence each in the capital of the
Shares'         Company to be issued by the Company pursuant to the Placing and
                the Open Offer;
'New Senior     the second priority senior secured loan notes (ranking pari
Loan Notes'     passu with the Senior Loan Notes) due August 2015, to be issued
                by Ashtead Holdings and to be listed on the Official List on the
                London Stock Exchange's Professional Securities Market;
'Open Offer'    the open offer being made by JPMorgan Cazenove, as agent for the
                Company, to Qualifying Shareholders constituting an invitation
                to subscribe for 54.4 million New Ordinary Shares (which have
                been conditionally placed, subject to clawback to satisfy valid
                applications by Qualifying Shareholders) on the terms and
                subject to the conditions set out in the Prospectus and in the
                Application Form;
'Option         the agreement dated 1 July 2005 and made between the Company and
Agreement'      BET Limited, pursuant to which BET Limited agreed to grant the
                Company an option to prepay and cancel the Convertible Loan
                Note;
'Placees'       subscribers of New Ordinary Shares pursuant to the Placing;
'Placing'       the conditional placing by JPMorgan Cazenove and Evolution of
                the New Ordinary Shares on behalf of the Company on the terms
                and subject to the conditions contained in the Placing and Open
                Offer Agreement;
'Placing and    the agreement dated 7 July 2005 between JPMorgan Cazenove, J.P.
Open Offer      Morgan Securities, Evolution and the Company relating to the
Agreement'      Placing and the Open Offer;
'Prospectus'    the prospectus relating to the Company for the purpose of the
                Placing and the Open Offer and the listing of the New Ordinary
                Shares on the London Stock Exchange, which is expected to be
                posted to Shareholders later today;
'Qualifying     holders of Existing Ordinary Shares on the register of members
Shareholders'   of the Company on the Record Date (other than certain Restricted
                Shareholders as described in the Prospectus);
'Record Date'   the close of business in London on 5 July 2005 in respect of the
                entitlements of Qualifying Shareholders under the Open Offer;
'Reduction of   the cancellation and reduction of the Company's share premium
Capital'        account to be proposed at the Extraordinary General Meeting
                (subject to the confirmation of the Court);
'Resolutions'   the resolutions to be proposed at the Extraordinary General
                Meeting (individually referred to as 'Resolution 1', 'Resolution
                2' and 'Resolution 3');
'Senior Loan    the 12% second priority senior secured loan notes due 2014,
Notes'          issued by Ashtead Holdings;
'Senior Secured the first priority loan and security agreement dated 12 November
Credit          2004 between, inter alia, the Company (as representative and
Facility'       guarantor) and certain of its direct and indirect subsidiaries,
                Bank of America, N.A. (as agent) and the financial institutions
                named therein;
'Sunbelt' or    Sunbelt Rental Inc.
'Sunbelt
Rentals'




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