Sunbelt Rentals Inc., a subsidiary of Ashtead Group plc, and NationsRent Companies Inc. announced an agreement today under which NationsRent will be merged into Sunbelt to form the third-largest equipment rental company serving the U.S. market.

Sunbelt Rentals, based in Charlotte, N.C., will pay approximately $1 billion in cash, assumed debt and bond redemptions to complete the transaction, which is expected to close in late August 2006. After the acquisition, the combined companies will operate 477 outlets in 35 states, employ over 7,000, with combined 2005 revenues of approximately $1.4 billion.

"We are excited to announce the proposed merger of Sunbelt Rentals and NationsRent. This will bring together two well-known brands and two well- respected companies that share a very strong focus on customer satisfaction," said Cliff Miller, president and chief executive officer of Sunbelt Rentals. "It is fitting that the primary beneficiaries of this combination will be the customers of Sunbelt and NationsRent as well as employees who have worked so hard to build both organizations."

Jeff Putman, NationsRent's chief executive officer, said, "This transaction with Sunbelt represents an excellent opportunity for our employees and our stockholders. With limited geographic overlap, this combination will allow the NationsRent employees to continue to serve our customers and an opportunity for career growth in one of the largest and most successful companies in our industry. For the stockholders of NationsRent, the transaction will allow them to realize an attractive return generated by the growth of our company over the past three years."

The combination of NationsRent and Sunbelt Rentals creates potential synergies that promise to benefit customers and employees of both companies, Miller said, citing the following compelling factors:

Support operations will mainly be consolidated at Sunbelt's Charlotte headquarters and staffing will be evaluated to reduce duplication and improve efficiency. However, the significant growth of Sunbelt's business volume resulting from the acquisition will also create many new opportunities. We are pleased to announce that two of the senior executives at NationsRent, Bryan Rich and Charles Snyder, have agreed to join the Sunbelt executive management team.

The acquisition is expected to close by late August 2006, pending approvals from shareholders of Ashtead Group plc and appropriate regulatory agencies.

About Sunbelt Rentals

Sunbelt Rentals, a wholly-owned subsidiary of Ashtead Group plc, is the fourth largest equipment rental company in the U.S. as listed by the Rental Equipment Register. Sunbelt is based in Charlotte, N.C., and provides equipment rental solutions for the industrial, construction, and municipal markets, plus the DIY markets, from its network of 209 branches in 27 states. Its extensive equipment fleet includes a wide range of general construction and industrial equipment, and is further broadened by specialty businesses serving the Pump, Power, Trench Shoring and Scaffold markets.

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