ASHTEAD TECHNOLOGY HOLDINGS PLC

Share Issue/Capital Change • Nov 18, 2021

National Storage Mechanism | Additional information

RNS Number : 8670S

Ashtead Technology Holdings plc

18 November 2021

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is not a prospectus (or prospectus equivalent) and not an offer of securities for sale nor a solicitation of an offer to acquire or a recommendation to sell or buy securities in any jurisdiction, including in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan.

Neither this announcement, nor anything contained or referred to herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction. Investors should not subscribe for or purchase any ordinary shares ("Ordinary Shares") in Ashtead Technology Holdings plc, (the "Company") referred to in this announcement except on the basis of information contained in the final admission document (the "Admission Document") to be published by the Company (the Company, together with its subsidiaries and subsidiary undertakings, "Ashtead Technology" or the "Group") in connection with the placing ("Placing") of new and existing Ordinary Shares  and admission of all of its Ordinary Shares, issued and to be issued to trading on AIM ("AIM") a market operated by London Stock Exchange plc (the "London Stock Exchange"), ("Admission"). Copies of the Admission Document will be available for inspection on the Company's website at www.ashtead-technology.com subject to certain exceptions.

Ashtead Technology Holdings plc

("the Company" or "the Group")

PLACING AND PROPOSED ADMISSION TO TRADING ON AIM

Ashtead Technology Holdings plc, a leading subsea equipment rental and solutions provider for the global offshore energy sector, announces its proposed admission to trading on AIM ("Admission") and its successful placing, conditional on Admission, (the "Placing") of 9,582,000 new ordinary shares (the "New Ordinary Shares") and 22,250,800 existing ordinary shares (the "Sale Shares") of 5 pence each in the capital of the Company (the "Shares") both at a price of 162 pence per Share (the "Placing Price").

The Company has applied for Admission and will publish its AIM Admission Document today. The full terms and conditions of the Placing and Admission will be set out in the Admission Document.

Highlights

·     Based on the Placing Price, the market capitalisation of the Company will be approximately £128.9 million on Admission.

·     On Admission, the Company will have 79,582,000 Shares in issue and a free float of 40 per cent.

·     The Placing attracted strong support from high quality institutional investors.

·     The Placing of 9,582,000 New Shares is expected to raise gross proceeds of £15.5 million for the Company. The net proceeds will be used to reduce the Group's indebtedness, providing capacity for the Group to continue its clear and focused bolt-on acquisition strategy.

·     The Board is confident that Admission will provide a strong, long-term platform for future growth and allow the management team to deliver low double-digit organic revenue growth augmented by further bolt-on acquisitions.

·     Admission and commencement of dealings on AIM are expected to take place at 08:00 a.m. on 23 November 2021 under the ticker "AT.".

·     The Company's ISIN is GB00BLH42507 and its SEDOL is BLH4250.

·     Numis Securities Limited ("Numis") is acting as Nominated Adviser, Sole Bookrunner and Broker in connection with the Admission.

Allan Pirie, Chief Executive Officer, commented:

"We have been delighted with the strong reception to our IPO from institutional investors. With a market leading position in subsea equipment rental and solutions, we are ideally positioned to continue supporting energy producers as they transition towards more renewable sources of energy and global investment into offshore wind continues apace. As a newly listed company we look forward to further capitalising on these growth opportunities by strengthening our product and service offering, extending our geographic footprint and pursuing further complementary acquisitions."

For further information, please contact:

Ashtead Technology	Via Engine MHP
Allan Pirie, Chief Executive Officer
Ingrid Stewart, Chief Financial Officer
Engine MHP (Financial PR)	Tel: +44 (0)20 3128 8540
Peter Hewer	AshteadTechnology@mhpc.com
Charlie Barker
Robert Collett-Creedy
Numis Securities Limited (Nomad and Sole Bookrunner)	Tel: +44 (0)20 7260 1000
Julian Cater
George Price
Jonny Abbott Kevin Cruickshank (QE)

Notes to editors:

Ashtead Technology is a leading subsea equipment rental and solutions provider for the global offshore energy sector. Ashtead Technology's specialist equipment, advanced-technologies and support services enable its customers to understand the subsea environment and manage offshore energy production infrastructure.

The Company's service offering is applicable across the lifecycle of offshore wind farms and offshore oil and gas infrastructure. Headquartered in the UK, the Company operates globally, servicing customers from its nine international customer service hubs.

In the fast-growing offshore wind sector, Ashtead Technology's specialist equipment and services are essential through the project development, construction and installation phase. Once wind farms are operational, Ashtead Technology supports customers with inspection, maintenance and repair ("IMR"). In the more mature oil and gas sector, Ashtead Technology's focus is on IMR and decommissioning.

IMPORTANT NOTICES:

This is a financial promotion and is not intended to be investment advice.

The contents of this announcement, which has been prepared by and is the sole responsibility of the Company, has been approved by Numis Securities Limited ("Numis") solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 (as amended).

This announcement does not constitute or form part of any offer for sale or subscription or any solicitation of any offer to buy or subscribe for any securities and neither this announcement nor any part of it forms the basis of or may be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever.

The information contained in this announcement is for background purposes only and does not purport to be full or complete, nor does this announcement constitute or form part of any invitation or inducement to engage in investment activity. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness. The contents of this announcement are not to be construed as legal, financial or tax advice.

Recipients of this announcement who intend to purchase or subscribe for shares in Company following the publication of the final Admission Document by the Company are reminded that such purchase or subscription should be made solely on the basis of the information contained in that Admission Document and, if relevant, any supplementary admission document, to be published by Company.

This announcement is not for publication or distribution, directly or indirectly, in or into Australia, Canada, Japan, Hong Kong, the Republic of South Africa or any other jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. The Ordinary Shares may not, subject to certain exceptions, be offered or sold, directly or indirectly, in, or into, Canada, Australia, Japan, Hong Kong or the Republic of South Africa or in any other country, territory or possession where to do so may contravene local securities laws or regulations. The Ordinary Shares have not been, and will not be, registered under the securities legislation of any province or territory of Canada, Australia, Japan, Hong Kong or the Republic of South Africa and they may not be offered or sold, directly or indirectly, subject to certain exceptions, within Canada, Australia, Japan, Hong Kong or the Republic of South Africa or to or for the account or benefit of any national, citizen or resident of Canada, Australia, Japan, Hong Kong or the Republic of South Africa. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The Ordinary Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), nor under the securities laws of any state or other jurisdiction of the United States.  The Ordinary Shares are being offered outside the United States in "offshore transactions" within the meaning of and in accordance with Regulation S ("Regulation S") under the Securities Act. The Ordinary Shares may also be offered or sold, directly or indirectly, within, into or in the United States only to "qualified institutional buyers", as defined in and in reliance upon the exemption from securities registration afforded provided by Rule 144A, Section 4(a)(2) of the Securities Act or another exemption from, or in a transaction that is not subject to, the registration requirements of the Securities Act and the applicable securities laws of any state or other jurisdiction. Accordingly, this document must not be taken, transmitted, distributed or sent, directly or indirectly, in, or into the United States, except to qualified institutional buyers.  There will be no public offer of the Ordinary Shares in the United States or any other jurisdiction.

The Ordinary Shares have not been approved or disapproved by the US Securities and Exchange Commission (the "SEC"), any state securities commission in the United States or any other United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the accuracy or adequacy of this document. Any representation to the contrary is a criminal offence in the United States.

The Ordinary Shares have not been, and will not be, registered under the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948 as amended, the "FIEL") and disclosure under the FIEL has not been, and will not be, made with respect to the Ordinary Shares. Neither the Ordinary Shares nor any interest therein may be offered, sold, resold, or otherwise transferred, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEL and all other applicable laws, regulations and guidelines promulgated by the relevant Japanese governmental and regulatory authorities. As used in this paragraph, a resident of Japan is any person that is resident in Japan, including any corporation or other entity organised under the laws of Japan.

In the United Kingdom, this announcement is directed only at persons who are "qualified investors" within the meaning of Regulation 2017/1129/EU as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"); or (ii) are high net worth entities falling within Article 49(2)(a) to (d) of the Order; or (iii) are such other persons to whom it may otherwise be lawful to communicate it to ("Relevant Persons").

In any member state of the European Economic Area ("EEA"), this announcement is directed only at persons who are "qualified investors" ("Qualified Investors") within the meaning of Regulation  2017/1129/EU.

This announcement must not be acted on or relied on (i) in the United Kingdom, by persons who are not Relevant Persons, (ii) in any member state of the EEA, by persons who are not Qualified Investors, (iii) in Australia, by persons who are "sophisticated investors" or "professional investors" as those terms are defined in sub-sections 708(8) and 708(11) of the Corporations Act 2001 (Cth), and (iv) in Hong Kong, by persons who are "professional investors" as defined in the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong). Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, such persons.

This document contains statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Group's control and all of which are based on the Directors' current beliefs and expectations about future events. In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the terms "anticipates", "believes", "could", "envisages", "estimates", "expects", "intends", "may", "plans", "projects", "should", "will" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements relate to matters that are not historical facts. They include statements regarding the intentions, beliefs and current expectations of the Company or the Directors concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which the Group operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance. The actual results, performance or achievements of the Company or developments in the industry in which the Group operates may differ materially from the future results, performance or achievements or industry developments expressed or implied by the forward-looking statements contained in this document.

These forward-looking statements and other statements contained in this document regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements.

Each of the Company and Numis, and their respective affiliates, expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statements contained in this announcement and disclaims any obligation to update its view of any risks or uncertainties described herein or to publicly announce the results of any revisions to the forward-looking statements made in this announcement, whether as a result of new information, future developments or otherwise, except as required by law.

Certain figures contained in this announcement, including financial information, have been subject to rounding adjustments. Accordingly, in certain instances, the sum or percentage change of the numbers contained in this announcement may not conform exactly with the total figure given.

The anticipated timetable for Admission, including the publication of the Admission Document and/or the date of Admission, may be influenced by a range of circumstances such as market conditions. There is no guarantee that the Admission Document will be published or that Admission will occur. Acquiring investments to which this announcement relates may expose an investor to a significant risk of losing all or part of the amount invested. Persons considering making such an investment should consult an authorised person specialising in advising on such investments.

This announcement does not constitute a recommendation concerning Admission or the Ordinary Shares. The value of Ordinary Shares and the income from them is not guaranteed and can fall as well as rise due to stock market and currency movements. On any sale of an investment an investor may get back less than he or she originally invested. Potential investors should consult a professional adviser as to the suitability of the Ordinary Shares for the person concerned before making any investment decision. Past performance cannot be relied upon as a guide to future performance.

Neither Numis, nor any of its respective affiliates, its or their respective directors, officers or employees, advisers, agents or any other person accepts any responsibility or liability whatsoever for the contents of, or makes any representations or warranties, express or implied, as to the accuracy, fairness or completeness of the information presented or contained in this announcement (or whether any information has been omitted from this announcement) or any other information relating to the Company, its subsidiaries and their associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith. Accordingly, Numis and its affiliates, its or their directors, officers or employees, and any other person acting on their behalf expressly disclaims, to the fullest extent possible, any and all liability whatsoever for any loss howsoever arising from, or in reliance upon, the whole or any part of the contents of this announcement, whether in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

Numis is acting exclusively for the Company and no-one else in connection with the possible Admission. Numis will not regard any other person as its client in relation to the possible Admission and neither Numis nor any of its affiliates will be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in relation to the possible Admission, the contents of this announcement or any transaction, arrangement or other matter referred to herein.

Numis is authorised and regulated by the FCA in the United Kingdom.

In connection with the Placing, Numis and any of its affiliates, may take up a portion of the Ordinary Shares as a principal position and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Placing or otherwise. Accordingly, references in the Admission Document, once published, to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by Numis and any of its affiliates acting in such capacity. In addition, Numis and any of its affiliates may enter into financing arrangements (including swaps or contracts for differences) with investors in connection with which they may from time to time acquire, hold or dispose of Ordinary Shares. Neither Numis nor any of its affiliates intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.

For the avoidance of doubt, the contents of the Company's website are not incorporated by reference into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Ordinary Shares have been subject to a product approval process, which has determined that the Ordinary Shares are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, "distributors" (for the purposes of the UK Product Governance Requirements) should note that: the price of the Ordinary Shares may decline and investors could lose all or part of their investment; the Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, Numis will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Ordinary Shares.

Each distributor is responsible for undertaking its own target market assessment in respect of the Shares and determining appropriate distribution channels.

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