HZN Horizon Acqn

TIDMAPR TIDMAPR

RNS Number : 3826D

APR Energy PLC

26 October 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

26 October 2015

RECOMMENDED CASH OFFER

for

APR Energy plc ("APR Energy")

by

Apple Bidco Limited ("Bidco")

an entity jointly controlled by Fairfax Financial Holdings Limited ("Fairfax"), ACON Equity Management, LLC ("ACON") and Albright Capital Management LLC ("ACM") (together the "Joint Bidders")

Summary

-- The Board of Bidco, and the Independent APR Energy Directors, are pleased to announce that they have reached agreement regarding the terms of a recommended cash offer for APR Energy by Bidco through which the entire issued and to be issued ordinary share capital of APR Energy, other than the Committed APR Energy Shares, will be acquired by Bidco, an entity jointly controlled by the Joint Bidders (the "Offer").

   --      Under the terms of the Offer, APR Energy Shareholders will be entitled to receive: 
   For each APR Energy Share:                           175 pence in cash 
   --      The Offer values the entire issued and to be issued ordinary share capital of APR Energy at approximately GBP165 million and represents a premium of approximately: 

-- 87.7 per cent. to the closing price of 93 pence per APR Energy Share on 2 October 2015 (being the last Business Day prior to the commencement of the Offer Period), and

-- 68.6 per cent. to the volume weighted average closing price of 104 pence per APR Energy Share for the 3 months ended on 23 October 2015 (being the last Business Day before the date of this announcement).

-- In addition, the Joint Bidders intend to supply additional funding to the APR Energy Group in an aggregate amount of US$ 200 million (the "Recapitalisation Funding") within 31 Business Days of the Offer becoming or being declared unconditional in all respects.

-- Approximately US$ 150 million of the Recapitalisation Funding is to be applied to prepay part of the outstanding term loans of the APR Energy Group under the Credit Agreement. The remainder of the Recapitalisation Funding (approximately US$ 50 million) is to be used by APR Energy for working capital and transaction costs.

-- The Offer will be conditional on the following matters (amongst other things), full details of which are set out in Appendix I:

-- valid acceptances being received in respect of APR Energy Shares which constitute not less than 90 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the APR Energy Shares to which the Offer relates and of the voting rights attached to those APR Energy Shares;

-- APR Energy not having agreed to undertake any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);

-- as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions; and

-- approval of certain arrangements (including the contribution of 4,621,951 APR Energy Shares in aggregate to Bidco in consideration of the issue of 4,621,951 ordinary shares in the capital of Bidco) with JCLA, an entity jointly controlled by John Campion and Laurence Anderson, the chairman and chief executive officer of APR Energy respectively, Laurence Anderson (in his personal capacity) and Lee Munro, the chief financial officer of APR Energy (as more fully described in section 9 of this announcement, the "Management Arrangements"), by the Independent Shareholders at the General Meeting.

-- The APR Energy Shares to which the Offer relates do not include the Committed APR Energy Shares, being (i) the 27,322,539 APR Energy Shares, in aggregate, held by entities controlled by Fairfax and ACM and (ii) 4,621,951 of the APR Energy Shares held by JCLA, Laurence Anderson and Lee Munro., which together represent approximately 33.9 per cent. of APR Energy's issued share capital.

-- The Joint Bidders and, subject to the approval by the Independent Shareholders of the Management Arrangements, JCLA, Laurence Anderson and Lee Munro have agreed to procure the transfer to Bidco of the Committed APR Energy Shares (on the basis of a value of 175 pence per APR Energy Share) in return for shares in the capital of Bidco.

-- Following the Offer becoming or being declared unconditional in all respects Bidco intends to seek to delist APR Energy from the main market of the London Stock Exchange which will eliminate the liquidity of the APR Energy Shares for any remaining shareholders.

-- In the context of the circumstances described in sections 5 to 8 of this announcement, the Independent APR Energy Directors, who have been so advised by Barclays as to the financial terms of the Offer, consider the financial terms of the Offer to be fair and reasonable. In providing its advice to the Independent APR Energy Directors, Barclays has taken into account the commercial assessments of the Board of APR Energy.

-- Accordingly, the Independent APR Energy Directors intend unanimously to recommend that the APR Energy Shareholders accept or procure acceptance of the Offer, as Shonaid Jemmett-Page, being the only Independent APR Energy Director who holds APR Energy Shares, has irrevocably undertaken to do in respect of her own beneficial holding of 786 APR Energy Shares and to vote in favour of the approval of the Management Arrangements at the General Meeting.

   --      Bidco has also received irrevocable undertakings to accept the Offer from: 

-- JCLA in respect of 2,429,512 APR Energy Shares, being all the APR Energy Shares it holds which are not Committed APR Energy Shares, and representing approximately 2.6 per cent. of APR Energy's issued share capital and 3.9 per cent. of the APR Energy Shares to which the Offer relates; and

-- Lee Munro, the chief financial officer of APR Energy, in respect of 70,784 APR Energy Shares, being all the APR Energy Shares he holds which are not Committed APR Energy Shares, and representing approximately 0.1 per cent. of APR Energy's issued share capital and 0.1 per cent. of the APR Energy Shares to which the Offer relates; and

-- General Electric International, Inc. in respect of its own beneficial holding of 15,453,129 APR Energy Shares representing approximately 16.4 per cent. of APR Energy's issued share capital and 24.8 per cent. of the APR Energy Shares to which the Offer relates.

General Electric International, Inc. has also undertaken to vote in favour of the approval of the Management Arrangements at the General Meeting.

Further details of these irrevocable undertakings are set out in Appendix III.

-- It is intended that the Offer be effected by means of a takeover offer within the meaning of Part 28 of the Companies Act.

-- The Offer Document, containing further information about the Offer, will be published, other than with the consent of the UK Panel, within 28 days of this announcement (or such later date as the UK Panel may agree) and will be made available on Fairfax's website at www.fairfax.ca and APR Energy's website at http://www.aprenergy.com/offer-apr-energy-plc.

-- Commenting on today's announcement, Haresh Jaisinghani, APR Energy's Interim Senior Independent Director said: "Today's announcement brings to an end a period of uncertainty for the company and its shareholders. Although APR Energy has built a good and differentiated business in an exciting and growing sector, it has become clear that a more sustainable and long term financial platform was required for the company to fulfil its ambitions. Taking this into account, the Independent APR Energy Directors unanimously believe that today's offer presents fair value to shareholders."

-- Commenting on today's announcement, Prem Watsa, the Fairfax Chairman and CEO said: "As long term shareholders in the company, we have seen first-hand the quality of the management team and the size of the market opportunity. Given the volatility of the market, combined with the capital intensive nature of the business, we believe that APR Energy would benefit from a period as a privately held company as it seeks financial stability. We are looking forward to providing the long term stability that APR Energy needs."

-- Commenting on today's announcement, Aron Schwartz, a Managing Partner at ACON said: "APR Energy has an entrepreneurial management team, with an exceptional track record of growing businesses in the temporary power sector. We believe that the need for APR Energy's services is supported by powerful macro trends and that the company's dramatically improved balance sheet following the transaction will position APR Energy as the partner of choice for temporary power solutions. The Joint Bidders' expertise and patient capital will give the company the resources it needs to deliver against its significant opportunity."

-- Commenting on today's announcement, Gregory Bowes, the Managing Principal of ACM said: "ACM is excited to continue our longstanding support of the APR Energy management team. Global markets continue to suffer from structural power shortage. Utilising the latest technologies to close that gap, especially aero-derivative turbines with reduced environmental impacts, represents a significant opportunity and a means of providing a profoundly positive social impact, delivering cost-efficient and reliable electricity to those who would otherwise go without."

(MORE TO FOLLOW) Dow Jones Newswires

October 26, 2015 03:00 ET (07:00 GMT)

-- Commenting on today's announcement, Laurence Anderson, the APR Energy CEO said: "Following today's announcement we can now look forward to the future with renewed confidence. While we have enjoyed tremendous growth in the past, the markets we operate in by their nature can be unpredictable. Having spent time with Fairfax, ACON and ACM, it is clear that they understand our market, appreciate our people, share our vision and support our long term strategy. We strongly believe that as a result of our technological leadership and operational excellence, we provide the most compelling offer in our sector."

This summary should be read in conjunction with, and is subject to, the full text of this announcement (including its Appendices). The Offer will be subject to the conditions and certain further terms set out in Appendix I and to the full terms and conditions which shall be set out in the Offer Document. Appendix II contains the sources of information and bases of calculation of certain information contained in this announcement, Appendix III contains a summary of the irrevocable undertakings received in relation to the Offer, and Appendix IV contains definitions of certain expressions used in this announcement.

APR Energy will be holding a conference call for analysts and shareholders today at 8.30am GMT (4.30am EDT). The call can be accessed as follows:

UK Toll Number: 0203 139 4830

UK Toll-Free Number: 0808 237 0030

US Toll Number: 1 718 873 9077

US Toll-Free Number: 1 866 928 75171

Other International Dialling Codes: http://wpc.1726.planetstream.net/001726/FEL_Events_International_Access_List.pdf

Participant Pin: 82277304#

 
Enquiries: 
Ondra Partners (financial adviser to Bidco, 
 Fairfax, ACON and ACM)                       +44 (0) 20 7082 8750 
Robert Hingley 
 Cassandre Danoux 
APR Energy                                    +1 904 223 8488 
Manisha Patel (investors)                     +1 904 517 5135 
 Alan Chapple (media)                          +1 904 223 2277 
 
Barclays (financial adviser to APR Energy)    +44 (0) 20 7623 2323 
Raymond Raimondi 
 Matthew Smith 
 Gaurav Gooptu 
Numis (corporate broker to APR Energy)        +44 (0) 20 7260 1000 
Ben Stoop 
 Stuart Skinner 
CNC (PR adviser to APR Energy)                +44 (0) 20 7307 5344 
                                              +44 (0) 7775 784 
                                               933 
Richard Campbell                               +44 (0) 7827 925 
 Michael Kinirons                              090 
 

Further Information

Ondra Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco, Fairfax, ACON and ACM and no one else in connection with the Offer and will not be responsible to anyone other than Bidco, Fairfax, ACON and ACM for providing the protections afforded to clients of Ondra Partners nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for APR Energy and no one else in connection with the Offer and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with the matters described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to its clients or for providing advice in relation to the matters described herein.

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with certain financial restructuring matters as described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Greenhill nor for providing advice in relation to certain financial restructuring matters as described herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in contravention of any applicable laws. Any response or decision in respect of the Offer should be made only on the basis of information contained in the Offer Document, which will contain the full terms and conditions of the Offer, including how the Offer may be accepted. APR Energy Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

This announcement does not constitute a prospectus or prospectus-equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by APR Energy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each APR Energy Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

Further details in relation to APR Energy Shareholders in overseas jurisdictions will be contained in the Offer Document.

Notice to US investors

The Offer is being made for securities of an English company and APR Energy Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. APR Energy's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document, or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of English law, the Code, the UK Panel, the London Stock Exchange and the Financial Conduct Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and law.

Neither the United States Securities and Exchange Commission (the "SEC") nor any US state securities commission has approved or disapproved the Offer or passed any opinion upon the adequacy or completeness of this announcement or the Offer Document. It may be difficult for US holders of APR Energy securities to enforce their rights under and any claim arising out of the US federal securities laws, since Fairfax, Bidco and APR Energy are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States.

Forward Looking Statements

(MORE TO FOLLOW) Dow Jones Newswires

October 26, 2015 03:00 ET (07:00 GMT)

This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact, are or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Any forward-looking statements made in this announcement on behalf of the Joint Bidders, Bidco or APR Energy are made as of the date of this announcement based on the opinions and estimates of directors of the Joint Bidders, Bidco and APR Energy, respectively. Each of the Joint Bidders, Bidco and APR Energy and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither the Joint Bidders, Bidco, APR Energy or their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of the Joint Bidders, Bidco or APR Energy. All subsequent oral or written forward-looking statements attributable to the Joint Bidders, Bidco or APR Energy of their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this announcement (including any statement of estimated synergies) is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco or APR Energy for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3:30 pm (London time) on the 10(th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 pm (London time) on the 10(th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will normally be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the UK Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the UK Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

This announcement and the display documents required to be published pursuant to Rule 26.1 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Fairfax's website at www.fairfax.ca and APR Energy's website at http://www.aprenergy.com/offer-apr-energy-plc by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of such websites are not incorporated into, and do not form part of, this announcement.

APR Energy Shareholders may request a copy of this announcement in hard copy form by writing to Capita Asset Services, 34 Beckenham Road, Beckenham, BR3 4TU or by calling them on 0871 664 0300 from within the UK or on +44 (0)20 8639 3399 from outside the UK. Calls cost 12p per minute plus your phone company's access charge. Calls outside the United Kingdom will be charged at the applicable international rate. Opening hours are between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

26 October 2015

RECOMMENDED CASH OFFER

for

APR Energy plc ("APR Energy")

by

Apple Bidco Limited ("Bidco")

an entity jointly controlled by Fairfax Financial Holdings Limited ("Fairfax"), ACON Equity Management, LLC ("ACON") and Albright Capital Management LLC ("ACM") (together the "Joint Bidders")

   1.             Introduction 

The Board of Bidco, and the Independent APR Energy Directors are pleased to announce that they have reached agreement on the terms of a recommended cash offer by Bidco for the acquisition of the entire issued and to be issued ordinary share capital of APR Energy, other than the Committed APR Energy Shares (the "Offer"). Under the terms of the Offer, APR Energy Shareholders will be entitled to receive 175 pence in cash per APR Energy Share.

(MORE TO FOLLOW) Dow Jones Newswires

October 26, 2015 03:00 ET (07:00 GMT)

It is Bidco's current intention that the Offer, which values the entire issued and to be issued ordinary share capital of APR Energy at approximately GBP165 million, will be financed by equity commitments from the Joint Bidders. For cash confirmation purposes, Bidco has obtained financing pursuant to a commitment letter provided by the Bank of Montreal for the full amount of the consideration required, which is guaranteed by Fairfax.

   2.             The Offer 

Under the terms of the Offer, which shall be subject to the conditions and further terms set out in Appendix I to this announcement and to be set out in the Offer Document, APR Energy Shareholders shall be entitled to receive:

   For each APR Energy Share:                           175 pence in cash 

The Offer values the entire issued and to be issued ordinary share capital of APR Energy at approximately GBP165 million and represents a premium of approximately:

-- 87.7 per cent. to the closing price of 93 pence per APR Energy Share on 2 October 2015 (being the last Business Day prior to the commencement of the Offer Period; and

-- 68.6 per cent. to the volume weighted average closing price of 104 pence per APR Energy Share for the 3 months ended 23 October 2015 (being the last Business Day before the date of this announcement).

The Offer will be conditional on Bidco receiving valid acceptances of the Offer in respect of not less than 90 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the APR Energy Shares to which the Offer relates and of the voting rights attached to those APR Energy Shares. The APR Energy Shares to which the Offer relates do not include the Committed APR Energy Shares, being (i) the 27,322,539 APR Energy Shares, in aggregate, held by entities controlled by Fairfax and ACM, respectively , and (ii) 4,621,951 APR Energy Shares held by JCLA (an entity jointly controlled by John Campion and Laurence Anderson, the Chairman and chief executive officer, respectively, of APR Energy), Laurence Anderson and Lee Munro, in aggregate, which they have agreed (subject to the approval of the Independent Shareholders) to transfer to Bidco in consideration for ordinary shares in the capital of Bidco, which represent, in aggregate, approximately 33.9 per cent. of APR Energy's issued share capital.

The Joint Bidders and, subject to the approval of the Independent Shareholders as part of the Management Arrangements described more fully in section 9 below, JCLA, Laurence Anderson and Lee Munro have agreed to procure the transfer to Bidco of the Committed APR Energy Shares (on the basis of a value of 175 pence per APR Energy Share) in return for ordinary shares in the capital of Bidco immediately upon the Offer having become or been declared unconditional in all respects and being closed, such that it is no longer capable of acceptance, as described in section 9 below (in the case of JCLA, Laurence Anderson and Lee Munro) and section 14 below (in the case of Fairfax and ACM).

Whilst there can be no assurance that if Bidco does not receive acceptances in respect of at least 90 per cent. of the APR Energy Shares to which the Offer relates, it will nonetheless declare the Offer unconditional as to acceptances, if Bidco does do so and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), then Bidco intends to request the Board of APR Energy at the relevant time (subject to their fiduciary duties) delist APR Energy from the main market of the London Stock Exchange and convert APR Energy into a private limited company.

   3.             Conditions to the Offer 

The Offer will be conditional upon the satisfaction of the conditions set out in Appendix I, including:

-- valid acceptances being received in respect of APR Energy Shares which constitute not less than 90 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the APR Energy Shares to which the Offer relates and of the voting rights attached to those APR Energy Shares;

-- APR Energy not having agreed to undertake any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement);

-- as at a closing date on which the Offer must lapse unless it is declared unconditional in all respects, there not being any Default under the Credit Agreement as a consequence of which the Lenders are or would be entitled to take enforcement action under the Credit Agreement, subject to certain exceptions;

-- approval of the Management Arrangements by the Independent Shareholders at the General Meeting; and

   --      satisfaction of those other conditions listed in Appendix I. 

Each of Bidco, and the Joint Bidders intend to inform APR Energy if it becomes aware of: (i) any breach of terms of the Amendment and Waiver Agreement not caused by APR Energy; or (ii) any event not caused by or directly related to APR Energy that could lead to a Default under the Credit Agreement.

APR Energy intends to inform Bidco and the Joint Bidders if it enters into any discussions with the Lenders in relation to any potential or actual Default or any relevant fact or circumstance that could permit the Required Lenders or the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement following any relevant cure period or expiry of any period of time.

The Offer will lapse 60 days after the publication of the Offer Document (or such later date as the UK Panel may agree) if it has not become or been declared wholly unconditional as to acceptances, or, if having become or been declared wholly unconditional as to acceptances, it has not become or been declared wholly unconditional in all respects.

In order to comply with the obligations set out in Rule 10 of the Code, the Offer will not become or be declared unconditional as to acceptances unless Bidco, together with its wholly owned subsidiaries (if any) shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise) APR Energy Shares which carry more than 50 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The APR Energy Shares held by Fairfax and ACM, and to be transferred to Bidco as set out in section 14 below, will count for the purpose of satisfaction of the requirements of Rule 10. These APR Energy Shares will, when combined with the APR Energy Shares committed under the irrevocable undertakings further described at section 15 below, those shares represent 52.9 per cent. in aggregate of the voting rights then normally exercisable at a general meeting of APR Energy. The Committed APR Energy Shares held by JCLA, Laurence Anderson and Lee Munro will not count for the purpose of the satisfaction of the requirements of Rule 10.

   4.             Background to and reasons for the Offer 

The Joint Bidders believe that there are significant opportunities in the supply of energy in emerging markets, driven by economic and population growth and so demand for power. At the same time, many emerging markets suffer from inadequate infrastructure, difficulties in obtaining financing for, and long lead times to construct, permanent power generation infrastructure and emergency needs following natural or man-made disasters.

The Joint Bidders believe that APR Energy, which provides temporary 'turnkey' power solutions at short notice, is well-placed to take advantage of these opportunities. There are only a relatively small number of companies able to provide temporary power solutions globally and the Joint Bidders believe that the barriers to entry remain significant, given the need for significant investment in plant and machinery and long lead times with equipment suppliers, as well as the need to offer an efficient, integrated installation service and a global delivery and logistics capability.

In the 3 years to December 2013, APR Energy's revenue and profits grew strongly. More recently, however, APR Energy has faced financial and operational difficulties because of increased geopolitical and global economic uncertainty. These have led to significant threats to APR Energy's future viability. These difficulties, and the measures taken by the Board to address them, are described in detail in section 5 below.

However, the Joint Bidders believe that the need for APR Energy's services is supported by powerful macro-economic trends and that the longer-term opportunities for its business are highly attractive. Global markets continue to suffer from structural power shortages. New technologies can help close that gap, especially aeroderivative turbines with reduced environmental impacts. This represents not only a significant commercial opportunity but also a means of delivering widespread social benefits in emerging markets by making available cost-efficient and reliable electricity to those who would otherwise have limited or no access to power. APR Energy's improved financial position and stability of ownership following the Offer will provide it with the resources it needs to deliver against its significant opportunity and resume profitable growth.

   5.             APR Energy's financial condition and procedures leading to the Offer 

Since the start of 2015, the APR Energy Group has experienced deterioration in its financial performance, with revenues for the 6 months to 30 June 2015 being reduced (down to US $122.2 million from US $254.2 million for the first 6 months of 2014). In addition, there has been a reduction in adjusted EBITDA (down to US $48.3 million for the 6 months to 30 June 2015 from US $141.7 million for the first 6 months of 2014).

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A key cause of this deterioration has been the termination of power supply contracts in Libya and the need to redeploy significant generating assets in a contracting market where the APR Energy Group has been exposed to increased competition, latency in demand and pricing pressure.

This difficult trading context continues to have an adverse effect on APR Energy's financial performance. The market has continued to be challenging while the APR Energy Group has been trying to redeploy a significant proportion of its power generating assets. In addition, as a result of these conditions, the APR Energy Group has experienced a significant reduction in its liquidity.

As a consequence of the difficult trading environment, the lack of deployment of power generating assets from Libya and elsewhere and the costs incurred in seeking to extract and redeploy these assets, the APR Energy Group became unable to satisfy the financial covenants in the Credit Agreement and therefore negotiated a relaxation of these covenants with the Lenders on 31 March 2015. Notwithstanding this, subsequent reforecasts led APR Energy to announce, in its interim results announcement on 26 August 2015, that it was expecting to breach its financial covenants as at the 30 September covenant testing date and on subsequent covenant testing dates. Following a continuing dialogue with the Lenders, an extension of the financial covenant testing date until 31 October 2015 was granted on 30 September 2015. After 31 October 2015, the APR Energy Group would have been in a position where a breach of its financial covenants as at 31 October 2015 would, within a relatively short time, have entitled the Lenders to demand repayment of their Loans and to enforce their security in the absence of a further waiver or amendment to the terms of its loan facilities (which could involve an accelerated consensual restructuring agreement with the Lenders whereby they convert significant amounts of their Loans into equity share capital) or some form of rescue finance (potentially on dilutive terms). If such a breach of its financial covenants had occurred and was not able to be resolved quickly through consensual restructuring or rescue finance, the APR Energy Group would not have had the funds necessary to repay the Loans in full and the Board of APR Energy would not have been able to allow the APR Energy Group to continue incurring trading and further financing liabilities, but would have been obliged to consider filing for bankruptcy protection or pursuing a winding up of APR Energy.

Initially, in January 2015, APR Energy retained Barclays to help it to explore options for a sale of APR Energy, with a view to providing an exit opportunity for shareholders if terms acceptable to them could be obtained.

Barclays invited a number of interested parties to submit proposals and, in response, several proposals of different types were received and considered carefully between the first and third quarters of 2015. In the course of this process, as the APR Energy Group's financial condition and prospects deteriorated, it became apparent that a sale of APR Energy was unlikely to be possible unless executed in conjunction with a refinancing or financial restructuring arrangement.

In connection with the sale process, in March 2015, the Board of APR Energy also established a committee comprised solely of the Independent APR Energy Directors in order to monitor the progress of proposals received in the course of the process described above. John Campion, Laurence Anderson and Gregory Bowes (the member of the Board of APR Energy nominated by ACM) did not form part of this committee as, at the time it was established, it was considered possible that they might in due course become associated with one or more potential offerors for APR Energy. The Independent APR Energy Directors met at regular intervals, without the other members of the Board of APR Energy present, to review proposals submitted to APR Energy and took advice from Barclays in connection with these proposals.

In July 2015, APR Energy also separately engaged Greenhill as a financial restructuring adviser. After analysing the APR Energy Group's financial position and trading prospects, Greenhill advised APR Energy that options for refinancing needed to be considered on an expedited basis given (i) the financial condition and trading prospects of the APR Energy Group, (ii) its constrained liquidity position and (iii) the fact that the APR Energy Group might become exposed to a potential default and acceleration of its loan facilities as a result of a breach of its financial covenants as at 30 September 2015 when it had no clear prospect of a waiver. Greenhill also advised that the APR Energy Group should seek a longer term modification of its financing arrangements to provide stability to its capital structure.

Under English law, the Board of APR Energy is required to take account of the interests of creditors where APR Energy may be unable to repay its borrowings and, having consulted with certain of the APR Energy Group's largest Lenders in connection with its financial position and the possibility of the offer for APR Energy, it became clear that the Board of APR Energy should seek to pursue a proposal which was already under discussion with the Joint Bidders, which provided for the Recapitalisation Funding in addition to an offer at the Offer Price. It was also clear that, in view of the APR Energy Group's financial condition and trading prospects, no offer for APR Energy would be made, by the Joint Bidders or others, unless accompanied by an amendment of the APR Energy Group's financing arrangements which would allow a new owner to count on a period of financial stability during which concerted efforts could be made to revive the APR Energy Group's business at the operating level.

Having regard to the financial restructuring advice provided to APR Energy by Greenhill, and the advice on the relevant proposals provided to APR Energy by Barclays, and on the basis of a decision of the UK Panel to permit Fairfax and ACM to launch the Offer as Joint Bidders notwithstanding their existing shareholdings in APR Energy, the Independent Directors ultimately decided that APR Energy should pursue the proposal submitted by the Joint Bidders and engage with them to seek terms on which an offer might be made in conjunction with a refinancing proposal acceptable to the Lenders.

The Board of APR Energy, and the Independent APR Energy Directors separately, also considered a number of other proposals which might potentially have been available but concluded that the Joint Bidders' proposal offered the best available prospect of addressing the entitlements of the Lenders while also obtaining value for shareholders. The Board of APR Energy specifically considered the possibility of attempting a third party capital raising, a rights issue or some other form of equity capital raising from APR Energy Shareholders, but it became clear that the terms and timing on which this might be possible, and the uncertainties surrounding execution of such proposals, would carry a substantial risk of failure to conclude arrangements of this nature in a time frame and on terms acceptable to the Lenders and might also substantially dilute the value of APR Energy's existing equity share capital.

After a lengthy period of review and discussion, the Joint Bidders' proposal, which includes the Offer and also the Recapitalisation Funding, was finalised on terms which the Independent APR Energy Directors considered suitable to be submitted to APR Energy Shareholders and which included a refinancing component accepted by the Lenders. Having conducted a thorough process of seeking buyers who would also be willing to provide new capital, the Independent APR Energy Directors (on the basis of advice from Barclays as Rule 3 adviser) believe that the full range of credible alternatives has been identified and considered and that the most executable proposal received to date has been given priority.

Under the arrangements described in section 14 below, the Offer is to be funded in part by ACM and, under the arrangements described in section 9 below, it is proposed that, subject to the approval of the Independent Shareholders, Management will participate in Bidco following the Offer becoming or being declared unconditional in all respects. As a result, John Campion, Laurence Anderson and Gregory Bowes (ACM's nominee on the Board of APR Energy) will be ineligible to participate in the communication of views on the Offer to APR Energy Shareholders which is required by the Code. These views (described in section 10 below) have therefore been formulated, and will be communicated in the Offer Document, solely by the Independent APR Energy Directors on the basis of advice from Barclays as Rule 3 adviser (as described in section 10 below).

It is important to note that the Offer is a proposal to which neither the full Board of APR Energy nor the Independent APR Energy Directors have authority to commit either APR Energy or APR Energy Shareholders. Instead, the Offer requires acceptance by APR Energy Shareholders and will be submitted for acceptance directly to APR Energy Shareholders by Bidco in the Offer Document to be published within 28 days of this announcement (or by such later date as the UK Panel may agree).

APR Energy Shareholders should also note that, if the Offer is not accepted by the necessary proportion of APR Energy Shareholders and, as a result, does not become unconditional in all respects, the waiver described in section 6 below will lapse and the Amendment described in section 6 below will not come into effect. In those circumstances, the Board of APR Energy may not be in a position to negotiate alternative arrangements to permit the APR Energy Group's financial survival in its current form, whether under a quoted holding company or otherwise.

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It is impossible at this time to predict with certainty the consequences of a failure of the Offer, but the Board of APR Energy would be obliged to consider all available alternatives, including: (i) exploring an accelerated consensual restructuring agreement with the Lenders whereby they convert significant amounts of their Loans into equity share capital; (ii) seeking rescue finance (potentially on dilutive terms) from one or more third parties on an expedited basis; or (iii) seeking bankruptcy protection under a statutory procedure.

All three options will or may dilute or eliminate the equity value of the APR Energy Group and may also remove liquidity in APR Energy Shares, either for a period or on a permanent basis, as a consequence of a delisting or suspension of trading.

   6.             Waiver and Amendment of the Credit Agreement 

As described in section 5 above in connection with the Offer, APR Energy and the Joint Bidders have reached an agreement (the "Amendment and Waiver Agreement") with the Lenders which provides for a period of stability with respect to the APR Energy Group's finances. The Amendment and Waiver Agreement is conditional on the provision by the Joint Bidders of additional funding to the APR Energy Group in an aggregate amount of US$200 million (the "Recapitalisation Funding") within 31 Business Days of the Offer becoming or being declared unconditional in all respects.

Approximately US$150 million of the Recapitalisation Funding is to be applied to prepay part of the outstanding term loans of the APR Energy Group under the Credit Agreement. The remainder of the Recapitalisation Funding (approximately US$50 million) is to be used by APR Energy for working capital and transaction costs.

For the purpose of Rule 19.8 of the Code, the Joint Bidders intend to provide the Recapitalisation Funding to APR Energy within 31 Business Days (as defined in the Credit Agreement) after the Offer becomes or is declared unconditional in all respects, by way of subscription for ordinary shares, preference shares and/or new debt finance. The Lenders will require any Recapitalisation Funding which takes the form of debt finance to be subordinated to their own entitlements under the Credit Agreement.

At the time at which the subscription of the Recapitalisation Funding takes place, the Joint Bidders will control a majority of the voting share capital of APR Energy and may also have appointed a majority of the Board of APR Energy. As a consequence, there will be no contractual or governance arrangements which control the commercial terms on which the Recapitalisation Funding may be contributed to APR Energy, other than the subordination terms imposed for the benefit of the Lenders. In particular, no arrangements will exist to require that such terms do not adversely affect the value of the existing APR Energy Shares, including any such shares still held at that time by any APR Energy Shareholder who has not accepted the Offer.

Under the Amendment and Waiver Agreement, the Required Lenders have agreed, among other things:

   --      to grant, with effect from 26 October 2015, the following waivers (together, the "Waiver"): 

-- a waiver of the testing of the leverage ratio and fixed charge coverage ratio covenants in the Credit Agreement for all quarterly testing periods up to and including the quarter ending on 30 September 2016 (the "Relief Period"); and

-- a waiver of substantially all other defaults that may occur during the Relief Period other than failure to pay amounts becoming due under the Credit Agreement, failure to observe reporting obligations under the Credit Agreement, failure to comply with the sanctions covenants in the Credit Agreement, or the occurrence of an insolvency event in relation to the APR Energy Group;

-- to the following principal amendments to the Credit Agreement (together, the "Amendment") coming into effect from the date on which the Offer becomes or is declared unconditional in all respects:

-- until the Recapitalisation Funding is provided and the related repayment of the term loans under the Credit Agreement is made, US$20 million of the revolving credit commitments under the Credit Agreement are blocked and may not be drawn by the APR Energy Group;

-- a requirement for minimum liquidity (revolving credit commitment availability plus available cash) of US$20 million during the Relief Period and at any time thereafter that leverage exceeds 3.25 times;

-- commencing with the quarter ending on 31 December 2016, quarterly leverage ratio and interest coverage covenants at new testing levels;

   --      the deletion of the fixed charge coverage ratio covenant; 

-- commencing with the financial year ending on 31 December 2017, an annual excess cash flow requirement which will require prepayment of the outstanding term loans of the APR Energy Group under the Credit Agreement with 50 per cent. of such excess cash flow at any time that leverage exceeds 3.25 times;

-- eliminating term loan scheduled principal amortisation payments up to and including 30 September 2016, and reducing all remaining amortisation payments from and after 31 December 2016;

-- an increase of 25 basis points in the interest rates applicable to the outstanding obligations of the APR Energy Group under the Credit Agreement; and

   --      certain other amendments and definitional changes. 

The Amendment will come into effect on the date on which the Offer becomes or is declared unconditional in all respects. The Waiver is immediately effective as at 26 October 2015 but it will cease to have effect, and the Amendment will cease to be capable of coming into effect:

-- if the Offer Document is not published within 28 days after the date of this announcement (or such later date as the UK Panel may allow), on the date falling 10 Business Days after such date; or

-- if the Offer is not declared, and does not otherwise become, unconditional in all respects on or prior to the date which falls 60 days after the date of publication of the Offer Document (or such later date as the UK Panel may allow, but not later than 10 February 2016), on the date falling 10 Business Days after such date.

The Waiver will also cease to have effect on the date which falls two (2) Business Days after the date on which the Offer becomes or is declared unconditional in all respects. However, so long as this occurs not later than 60 days after the publication of the Offer Document (or such later time and date as the UK Panel may permit, but not later than 10 February 2016), the Amendment will instead come into effect and this will (i) provide permanent relief in relation to the breaches of financial covenants and other potential Defaults or Events of Default (in each case as defined in the Credit Agreement) previously provided by the Waiver and (ii) provide on-going relief in relation to the financial covenants and other matters addressed in the Amendment.

The Waiver will also cease to have effect if, after the date of this announcement, there occurs any Default or Event of Default which has not been waived by the Waiver. The principal Defaults and Events of Default in this category are failure to pay amounts when due under the Credit Agreement, failure to observe reporting obligations under the Credit Agreement, failure to comply with the sanctions covenants in the Credit Agreement, or the occurrence of an insolvency event in relation to the APR Energy Group.

   7.             Insolvency and Default Condition 

APR Energy Shareholders should take note of the terms of the Insolvency and Default Condition. The effect of the Insolvency and Default Condition is that, if a Default occurs under the Credit Agreement, or if any of the other matters specified in the Insolvency and Default Condition occurs, Bidco may be entitled, with the consent of the UK Panel, to withdraw the Offer except where the Default has been waived in the Amendment and Waiver Agreement (as to which see section 6 above) or in the other circumstances specified in the Insolvency and Default Condition.

   8.             Offer Timetable 

The Offer will have a timetable which, under the Code, will require it to lapse if it has not become or been declared unconditional in all respects on the day which falls 60 days after the date on which the Offer Document is published (or such later date as the UK Panel may permit) and on the same date as the Offer becomes or is declared unconditional as to acceptances. Assuming the Offer Document is published when required by the Code (i.e. on 23 November 2015), this date will be 22 January 2016.

The first closing date of the Offer (i.e. the earliest date on which the Offer may lapse if it has not yet become or been declared unconditional in all respects) will not be earlier than 4 January 2016or, if the Offer Document is published later than 2 December 2015 (which would require the approval of the UK Panel), 20 Business Days after the publication of the Offer Document.

All the times and/or dates (other than references to Business Days) referred to in this announcement are to those times and/or dates as determined by Greenwich Mean Time, unless otherwise stated.

   9.             Management Arrangements 

The Joint Bidders have agreed with John Campion, the chairman of the Board of APR Energy, Laurence Anderson, the chief executive officer of APR Energy and a member of the Board of APR Energy and Lee Munro, the chief financial officer of APR Energy, the terms of their continued participation in APR Energy after the Offer becomes or is declared unconditional in all respects, subject to the approval of the Independent Shareholders, as follows:

-- Pursuant to the Management Rollover Agreement, JCLA will contribute 4,511,951 APR Energy Shares to Bidco in consideration for the issue of 4,511,951 ordinary shares in the capital of Bidco at a valuation equal to GBP1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;

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-- Pursuant to the LA Rollover Agreement, Laurence Anderson will contribute 10,000 APR Energy Shares (being his entire holding of APR Energy Shares) to Bidco in consideration for the issue of 10,000 ordinary shares in the capital of Bidco at a valuation equal to GBP1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;

-- Pursuant to the LM Rollover Agreement Lee Munro will contribute 100,000 APR Energy Shares to Bidco in consideration for the issue of 100,000 ordinary shares in the capital of Bidco at a valuation equal to GBP1.75 per APR Energy Share and conditional upon the Offer no longer being capable of acceptance;

-- Pursuant to the Management Rollover Agreement, JCLA may not transfer its shares in the capital of Bidco (save that JCLA may (i) transfer to Laurence Anderson or to a legal person Laurence Anderson controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Laurence Anderson holds on 26 October 2015; and (ii) transfer to John Campion or to a legal person John Campion controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that John Campion holds on 26 October 2015) without the consent of Bidco, until the earlier of the date on which JCLA enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;

-- Pursuant to the Management Rollover Agreement, John Campion may not transfer his shares in the capital of JCLA (save to any legal person John Campion controls) without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 1 November 2019;

-- Pursuant to the Management Rollover Agreement, Laurence Anderson may not transfer his shares in the capital of JCLA (save to any legal person Laurence Anderson controls) without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;

-- Pursuant to the LA Rollover Agreement, Laurence Anderson may not transfer his shares in the capital of Bidco without the consent of Bidco, until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;

-- Pursuant to the LM Rollover Agreement, Lee Munro may not transfer his shares in the capital of Bidco without the consent of Bidco until the earlier of the date on which he enters into the Shareholders Agreement and 4 years after the date on which the Offer is no longer capable of being accepted;

-- JCLA and Management will be granted the following rights and be subject to the following restrictions in respect of Bidco upon entering into the Shareholders Agreement following the Offer no longer being capable of acceptance:

-- JCLA will be entitled to nominate one director to the Boards of each of Bidco and APR Energy, and shall nominate John Campion as such;

-- Fairfax will appoint Laurence Anderson to the Boards of each Bidco and APR Energy as one of its three nominees to those Boards, provided that Laurence Anderson will not have any voting rights at meetings of either Board;

-- JCLA's ordinary shares in the capital of Bidco will be subject to a lock up (save that JCLA may (i) transfer to Laurence Anderson or to a legal person Laurence Anderson controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that Laurence Anderson holds on 26 October 2015; and (ii) transfer to John Campion or to a legal person John Campion controls, in aggregate, the number of shares in the capital of Bidco as equals 4,511,951 multiplied by the proportion of JCLA that John Campion holds on 26 October 2015) until the date falling 4 years after the date on which the Offer is no longer capable of being accepted;

-- Lee Munro's and Laurence Anderson's ordinary shares in the capital of Bidco will be subject to a lock up until the date falling 4 years after the date on which the Offer is no longer capable of being accepted;

-- Laurence Anderson's shares in the capital of JCLA will be subject to a lock up (save in respect of a transfer to any legal person Laurence Anderson controls) until 4 years after the date on which the Offer is no longer capable of being accepted; and

-- John Campion's shares in the capital of JCLA will be subject to a lock up (save in respect of a transfer to any legal person John Campion controls) until 1 November 2019, and thereafter will be subject to a right of first offer in favour of the Joint Bidders.

-- It is anticipated that, in addition to the matters set out above, the Shareholders Agreement will include certain rights of first offer, rights of first refusal and majority drag and minority tag-along rights in respect of transfers of shares in the capital of Bidco. JCLA, Laurence Anderson and Lee Munro will each gain the benefits and be subject to the restrictions thereof. The exact terms of the relevant shareholders agreement are to be agreed between the Joint Bidders.

-- Following the Offer becoming or being declared unconditional in all respects, Bidco intends to retain John Campion as chairman of APR Energy (although without a casting vote) and Laurence Anderson as chief executive officer of APR Energy.

(together the "Management Arrangements").

In addition to their contributions of APR Energy Shares in consideration for the issue of ordinary shares in the capital of Bidco as described above, each of JCLA and Lee Munro have each entered into an irrevocable undertaking to accept the Offer for cash in respect of their remaining APR Energy Shares, as described in section 15 below;

Robert Udell, who provides consultancy services to the management of APR Energy pursuant to a consultancy arrangement between APR Energy and JCLA, holds a minority interest in the capital of JCLA.

As a result of the Management Arrangements, after the Offer is closed such that it is no longer capable of acceptance after having become or been declared unconditional in all respects:

-- JCLA will hold 2.3 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 5.5 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco.

-- Laurence Anderson will hold 0.01 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 0.01 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco.

-- Lee Munro will hold 0.05 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their maximum investment amounts as set out in section 14, and 0.12 per cent. of the ordinary share capital of Bidco if ACM and ACON meet their minimum investment amounts as set out in section 14 and Fairfax provides all the additional funding required as preference shares in the capital of Bidco.

Pursuant to Rule 16.2 of the Code, the Management Arrangements are required to be approved by Independent Shareholders voting on a poll. Accordingly, a resolution to approve the Management Arrangements will be proposed at the General Meeting. To be passed, this resolution will require more than 50 per cent. of the votes cast by Independent Shareholders (either in person or by proxy) to be voted in favour. APR Energy intends to convene the General Meeting to be held on a date not later than the first closing date of the Offer (as referred to in section 7 above).

Barclays has advised the Independent APR Energy Directors that the terms of the Management Arrangements above are fair and reasonable. In providing this advice to the Independent APR Energy Directors, Barclays has taken into account the commercial assessments of the Independent APR Energy Directors.

The Offer will be conditional on the Independent Shareholders approving the Management Arrangements. The Joint Bidders view the Management Arrangements as an integral part of the Offer and therefore intend to seek the permission of the UK Panel to lapse the Offer if the Independent Shareholders do not approve the Management Arrangements at the General Meeting.

Full details of the terms of the Management Arrangements will be set out in the Offer Document. Other than the Management Arrangements, there are no arrangements for the incentivisation of the management of APR Energy currently contemplated or proposed by the Joint Bidders, nor have any such arrangements been discussed. However, the Joint Bidders reserve the freedom to establish or renew, after completion of the Offer, incentivisation arrangements for the benefit of the management and other employees of the APR Energy Group.

   10.          Recommendation by Independent APR Energy Directors 

In the context of the circumstances described in sections 5 to 8 of this announcement, the Independent APR Energy Directors, who have been so advised by Barclays as to the financial terms of the Offer, consider the financial terms of the Offer to be fair and reasonable. In providing its advice to the Independent APR Energy Directors, Barclays has taken into account the commercial assessments of the Board of APR Energy.

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The Independent APR Energy Directors intend unanimously to recommend that APR Energy Shareholders accept the Offer, as Shonaid Jemmett-Page, the only Independent APR Energy Director who holds APR Energy Shares, has irrevocably undertaken to do in respect of her own beneficial holding of 786 APR Energy Shares. Further details of this irrevocable undertaking, (which also includes a commitment to vote in favour of the approval of the Management Arrangements at the General Meeting) are set out in Appendix III.

   11.          Information on the Joint Bidders and Bidco 

Fairfax is a holding company which, through its subsidiaries, is engaged in property and casualty insurance and reinsurance and investment management. Fairfax was founded in 1985 by the present Chairman and Chief Executive Officer, Prem Watsa. Fairfax has been under present management since 1985 and is headquartered in Toronto, Canada. Its common shares are listed on the Toronto Stock Exchange under the symbol FFH and in U.S. dollars under the symbol FFH.U.

For the 12 months ended 31 December 2014, Fairfax reported profit before tax of US$ 2,337.9 million and, as at 31 December 2014, had total assets of US$ 36,131.2 million.

ACON is a Washington, DC-based international private equity investment firm that manages private equity funds and special purpose partnerships that make investments in the United States and Latin America. Founded in 1996, ACON and its principals have managed over US$ 4 billion of capital. In the U.S., ACON pursues a middle-market private equity investment strategy targeting control-oriented, deep-value, complex transactions consistent with the approach that ACON has executed since 2001. In Latin America, ACON has a flexible mandate which allows it to invest throughout the region, acquire both controlling and minority equity interests and invest in securities throughout the capital structure. ACON has professionals in Washington, DC, Los Angeles, Mexico City, São Paulo and Bogotá.

ACM is an investment advisor focused exclusively on the global emerging markets. Co-founded and chaired by former U.S. Secretary of State, Madeleine K. Albright, ACM is a team of seasoned emerging market investment professionals that has a strategic relationship with the Albright Stonebridge Group, a leading commercial diplomacy firm. Since inception of its first investment vehicle in 2007, ACM has managed US$650 million of capital. ACM adheres to a value-driven investment style throughout global and local emerging markets market cycles, seeking to capitalize on the persistent inefficiencies and volatility of emerging markets.

Bidco is a private company limited by shares incorporated in England and Wales which has its registered office at Park Gate, 161-163 Preston Road, Brighton, East Sussex BN1 6AU, England. Bidco was established for the purposes of making the Offer. Bidco is owned by Fairfax and FFHL Group Ltd., a wholly owned subsidiary of Fairfax. The Joint Bidders have agreed to subscribe for shares in the capital of Bidco in accordance with the terms of the Joint Bidding Agreement, such that they will hold Bidco jointly prior to the date on which the Offer becomes or is declared to be unconditional in all respects. The Joint Bidders collectively exercise control of Bidco pursuant to contractual rights under the Joint Bidding Agreement, in which Bidco has agreed not to take any action in respect of the Joint Offer without the consent of the Steering Committee.

   12.          Information relating to APR Energy 

APR Energy is one of the world's leading providers of fast-track temporary power solutions. It provides fast, flexible and full-service power solutions, providing customers with rapid access to reliable electricity. It installs, owns, operates and maintains power plants, providing the customer with a turnkey solution.

Its customers range from sovereign utilities in high-growth emerging or frontier markets, to public and private utilities in developed markets. While utilities represent its largest customer base, APR Energy also serves a range of power-intensive industries, such as mining, which often require dedicated power solutions.

   13.          Management and employees 

Following the Offer becoming unconditional in all respects, Bidco intends to ensure that the existing employment rights, including any pension rights, of the management and employees of APR Energy will be fully safeguarded. Bidco's current plans for APR Energy do not include any material change in the conditions of employment of APR Energy employees. Other than the Management Arrangements, it is not currently intended to put incentivisation arrangements in place after the Offer becomes or is declared unconditional in all respects. However, the Joint Bidders reserve the freedom to establish or renew, after completion of the Offer, incentivisation arrangements for the benefit of the management and other employees of the APR Energy Group.

   14.          Financing arrangements 

The Offer and the Recapitalisation Funding will be financed by way of equity contributions from the Joint Bidders, or their controlled affiliates, in accordance with the Joint Bidding Agreement, pursuant to which:

-- ACM will contribute a minimum of US$ 6,000,000 and a maximum of US$ 79,800,000, by way of subscription for ordinary shares in the capital of Bidco at a price of GBP1.75 per share, provided that if ACM funds to its maximum amount and ACON does not, ACM will be entitled to take up some or all of ACON's shortfall;

-- ACON will contribute a minimum of US$ 75,000,000 and a maximum of US$ 171,500,000, by way of subscription for ordinary shares in the capital of Bidco at a price of GBP1.75 per share, provided that if ACON funds to its maximum amount and ACM does not, ACON will be entitled to take up some or all of ACM's shortfall; and

-- Fairfax will contribute a minimum of US$ 182,900,000 and a maximum of the remaining funds required for the purposes of the Offer after ACM and ACON have made their commitments (including any funding shortfall of the other Joint Bidders) and the Recapitalisation Funding up to an amount whereby the aggregate commitments of the Joint Bidders equal US$ 434,200,000, by way of subscription for ordinary shares in the capital of Bidco at a price of GBP1.75 per share, up to a minimum of 45 per cent. of Bidco's issued ordinary share capital and the remainder, at Fairfax's sole option, by way of subscription for ordinary shares in the capital of Bidco at a price of GBP1.75 per share or by way of a subscription for preference shares (or other instruments with similar economic effect) in the capital of Bidco.

-- Should any additional amount be required for the purpose of the Offer and the Recapitalisation Funding as a result of any change in the US$ to GBP exchange rate:

-- the Joint Bidders will be entitled to subscribe for ordinary shares in the capital of Bidco at a price of GBP1.75 per share, (if ACM and ACON have contributed their maximum amount as set out above) pro-rata to their commitments as set out above; or

-- if either ACM or ACON have not contributed their maximum amount as set out above Fairfax will commit an amount equal to the balance in ordinary or preference shares in the capital of Bidco, at its election provided that following such commitment Fairfax shall hold at least 45 per cent. of the ordinary shares in the capital of Bidco.

   --      Either: 

-- Fairfax, in the event it subscribes for preference shares (or other instruments with similar economic effect) in the capital of Bidco; or

-- in the event that Fairfax does not subscribe for any such preference shares (or other instruments with similar economic effect), ACM or ACON (if they have contributed their maximum amount as set out above),

may seek a third party investor to subscribe for ordinary shares in the capital of Bidco at a price of GBP1.75. Following any such subscription by a third party investor, preference shares (or other instruments with similar economic effect) in the capital of Bidco shall be redeemed, and redesignated as ordinary shares in the capital of Bidco, with the proceeds of any such subscription in accordance with their terms, provided that Fairfax shall hold not less than 45 per cent. of Bidco's issued ordinary share capital following any such subscription.

However, for cash confirmation purposes, the Joint Bidders and Bidco have obtained a commitment letter from the Bank of Montreal for the full amount of the cash consideration required (the "BMO Commitment Letter"), which is guaranteed by Fairfax.

The Committed APR Energy Shares held by entities controlled by Fairfax and ACM will be transferred to Bidco following the Offer becoming or being declared unconditional in all respects and no longer being capable of acceptance in the following manner:

   --      pursuant to the Joint Bidding Agreement: 

-- United States Fire Insurance Company, Zenith Insurance Company, Riverstone Corporate Capital Limited, First Capital Insurance Limited, Advent Capital (Holdings) Limited, Odyssey Reinsurance Company and Newline Corporate Name Limited, being subsidiaries of Fairfax, will contribute 17,248,719 APR Energy Shares (being its entire holding of APR Energy Shares) to Bidco in consideration for the issue of 17,248,719 shares in the capital of Bidco; and

-- ACM Energy Holdings I Ltd., a directly wholly-owned subsidiary of ACM Emerging Markets Master Fund I, L.P., in which ACM holds a general partnership interest will contribute 10,073,820 APR Energy Shares (being its entire holding of APR Energy Shares) to Bidco in consideration for the issue of 10,073,820 shares in the capital of Bidco,

in each case at a valuation equal to GBP1.75 per APR Energy Share and conditional upon the Offer becoming or being declared unconditional in all respects.

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-- Pursuant to the Management Rollover Agreement and subject to the approval of the Independent Shareholders, JCLA will contribute 4,511,951 APR Energy Shares to Bidco in consideration for the issue of 4,511,951 shares in the capital of Bidco at a valuation equal to GBP1.75 per APR Energy Share and conditional upon the Offer becoming or being declared unconditional in all respects, and the Offer no longer being capable of acceptance.

-- Pursuant to the LA Rollover Agreement and subject to the approval of the Independent Shareholders, Laurence Anderson will contribute 10,000 APR Energy Shares (being his entire holding of APR Energy Shares) to Bidco in consideration for the issue of 10,000 shares in the capital of Bidco at a valuation equal to GBP1.75 per APR Energy Share and conditional upon the Offer becoming or being declared unconditional in all respects, and the Offer no longer being capable of acceptance.

-- Pursuant to the LM Rollover Agreement and subject to the approval of the Independent Shareholders, Lee Munro will contribute 100,000 APR Energy Shares to Bidco in consideration for the issue of 100,000 shares in the capital of Bidco at a valuation equal to GBP1.75 per APR Energy Share and conditional upon the Offer becoming or being declared unconditional in all respects, and the Offer no longer being capable of acceptance.

Ondra Partners, financial adviser to Bidco, is satisfied that resources available to Bidco are sufficient to satisfy in full the cash consideration payable to APR Energy Shareholders under the terms of the Offer.

   15.          Irrevocable undertakings 

Bidco has received irrevocable undertakings from:

-- General Electric International, Inc. in respect of its own beneficial holding of 15,453,129 APR Energy Shares representing, in aggregate, approximately 16.4 per cent. of APR Energy's issued share capital to accept the Offer and vote in favour of the Management Arrangements;

-- Lee Munro in respect of 70,784 APR Energy Shares, being his entire beneficial holding which are not Committed APR Energy Shares and subject to the provisions of the LM Rollover Agreement, to accept the Offer.

-- JCLA in respect of 2,429,512 APR Energy Shares, being its entire beneficial holding which are not Committed APR Energy Shares and subject to the provisions of the Management Rollover Agreement, to accept the Offer.

-- Shonaid Jemmett-Page, being the only Independent APR Energy Director who holds APR Energy Shares, in respect of her own beneficial holding of 786 APR Energy Shares, to accept the Offer and vote in favour of the Management Arrangements.

Therefore, in total, Bidco has received irrevocable undertakings to accept the Offer in respect of aggregate holdings of 17,954,211 APR Energy Shares, which represent approximately 19.0 per cent. of APR Energy's issued share capital and approximately 28.8 per cent of the APR Energy Shares to which the Offer relates. The APR Energy Shares in respect of which these irrevocable undertakings have been given, together with the APR Energy Shares held by entities controlled by Fairfax and ACM, represent 52.9 per cent. of the APR Energy Shares in issue.

Further details of these irrevocable undertakings are set out in Appendix III.

   16.          Structure of the Offer and Offer Document 

Bidco plans to effect the Offer by way of a takeover offer under section 974 of the Companies Act and the Code.

The APR Energy Shares shall be acquired under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

The Offer Document and the Form of Acceptance accompanying the Offer Document will be published (save with the consent of the UK Panel) within 28 days of this announcement. The Offer Document and accompanying Form of Acceptance will be made available to all APR Energy Shareholders at no charge to them. APR Energy Shareholders are urged to read the Offer Document and the accompanying Form of Acceptance when they are sent to them because they will contain important information.

An indicative timetable setting out the expected dates for implementation of the Offer will be included in the Offer Document.

   17.          Opening Position Disclosure 

The Joint Bidders have made a public Opening Position Disclosure setting out details required to be disclosed by them under Rule 8.1(a) of the Code.

The Joint Bidders' Opening Position Disclosure also included all relevant details in respect of all persons acting in concert with any of them.

As at 23 October 2015 (being the last Business Day prior to the date of this announcement),, the Joint Bidders collectively hold 27,322,539 APR Energy Shares, representing 29.0 per cent of the issued APR Energy Shares, as follows:

-- Fairfax indirectly holds: 17,248,719 APR Energy Shares representing 18.3 per cent of the issued APR Energy Shares through its subsidiaries who hold APR Energy Shares as follows:

-- United States Fire Insurance Company holds 3,603,499 APR Energy Shares representing 3.8 per cent. of APR Energy's issued share capital;

-- Zenith Insurance Company holds 3,075,500 APR Energy Shares representing 3.3 per cent. of APR Energy's issued share capital;

-- Riverstone Corporate Capital Limited holds 2,571,370 APR Energy Shares representing 2.7 per cent. of APR Energy's issued share capital;

-- First Capital Insurance Limited holds 2,082,700 APR Energy Shares representing 2.2 per cent. of APR Energy's issued share capital;

-- Advent Capital (Holdings) Limited holds 303,700 APR Energy Shares representing 0.3 per cent. of APR Energy's issued share capital;

-- Odyssey Reinsurance Company holds 3,437,950 APR Energy Shares representing 3.6 per cent. of APR Energy's issued share capital; and

-- Newline Corporate Name Limited holds 2,174,000 APR Energy Shares representing 2.3 per cent. of APR Energy's issued share capital; and

-- ACM manages ACM Energy Holdings I Ltd, which holds 10,073,820 APR Energy Shares representing 10.7 per cent of APR Energy's issued share capital.

   18.          APR Energy Share Schemes and Founder Securities 

APR Energy Share Schemes

The Offer Price is substantially below the exercise price of all outstanding options and awards under the APR Energy Share Schemes which have an exercise price. In addition, the remuneration committee of the APR Energy Board has determined that the performance conditions applicable to the outstanding options and awards under the APR Energy Share Schemes could not be regarded as having been met to any extent in the context of the Offer Price and the circumstances described in sections 5 to 8 above. The remuneration committee of the APR Energy Board has also determined that it will not exercise any discretion to accelerate the vesting of, or deem vested, any option or award under the APR Energy Share Schemes which has not already vested.

Accordingly, as the see through value of all options and awards under the APR Energy Share Schemes is zero or negative at the Offer Price, Bidco, does not intend to make an offer to acquire the options and awards under the APR Energy Share Schemes, but will allow them to lapse in accordance with their terms, and APR Energy intends to support this.

Founder Securities

The holders of the Founder Securities have the right to require APR Energy to acquire the Founder Securities in exchange for the issue of APR Energy Shares to the holders of Founder Securities in the event of an offer being made for APR Energy at a price of at least GBP13.86 per APR Energy Share. As the Offer Price is lower than GBP13.86 per APR Energy Share, no such right arises for the holders of Founder Securities in relation to the Offer.

With the support of Bidco, APR Energy intends that, following the publication of the Offer Document, the relevant subsidiary of APR Energy which is the issuer of the Founder Securities (APR Energy Holdings Limited) will seek the consent of the requisite majority of its voting shareholders, and of the holders of Founder Securities as a class (or classes), for the removal of the rights currently attaching to the Founder Securities by means of the reclassification of the Founder Securities as deferred shares and corresponding amendments to the articles of association of APR Energy Holdings Limited.

   19.          Offer related Arrangements 

Confidentiality agreements

On 16 April 2015, ACM and APR Energy entered into a confidentiality agreement in a customary form in relation to the Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to one another confidential and to not disclose it to third parties. Unless terminated earlier, the confidentiality obligations will remain in force for one year from the date of the agreement.

On 23 April 2015, Hamblin Watsa Investment Counsel Ltd (a wholly owned subsidiary of Fairfax) and APR Energy entered into a confidentiality agreement in a customary form in relation to the Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to one another confidential and to not disclose it to third parties. Unless terminated earlier, the confidentiality obligations will remain in force for two years from the date of the agreement.

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On 9 July 2015, ACON and APR Energy entered into a confidentiality agreement, replacing an earlier agreement with APR Energy dated 28 March 2015, in a customary form in relation to the Offer, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to one another confidential and to not disclose it to third parties. Unless terminated earlier, the confidentiality obligations will remain in force for one year from the date of the agreement.

Cooperation Agreement

On 26 October 2015, Bidco, the Joint Bidders and APR Energy entered into a co-operation agreement in relation to the Offer (the "Cooperation Agreement") pursuant to which amongst certain other matters:

-- the Joint Bidders, APR Energy and Bidco confirm the manner in which they propose to deal with the APR Energy Share Schemes, as described in section 18 above; and

-- the Joint Bidders, Bidco and APR Energy agree to cooperate to make any necessary competition or anti--trust filings which are required by applicable law following the Offer becoming or being declared wholly unconditional in all respects.

   20.          Compulsory acquisition 

If Bidco receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more of the APR Energy Shares to which the Offer relates by nominal value and voting rights attaching to such shares and assuming that all of the other conditions of the Offer have been satisfied or waived (if capable of being waived), Bidco may exercise its rights pursuant to the provisions of Chapter 3 of Part 28 of the Companies Act to acquire compulsorily the remaining APR Energy Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

As described in section 2 above the Committed APR Energy Shares, being (i) the 27,322,539 APR Energy Shares held by entities controlled by Fairfax and ACM and (ii) the 4,621,951 APR Energy Shares held by JCLA, Laurence Anderson and Lee Munro, in aggregate, which they have agreed (subject to the approval of the Independent Shareholders) to transfer to Bidco in consideration for ordinary shares in the capital of Bidco, which represent, in aggregate, approximately 33.9 per cent. of the issued share capital in APR Energy, are not APR Energy Shares to which the Offer relates.

   21.          Delisting and cancellation of trading and re-registration 

If the Offer becomes or is declared unconditional in all respects, Bidco intends to request that the then appointed board of APR Energy (subject to its fiduciary duties) will apply to the London Stock Exchange and the Financial Conduct Authority respectively to cancel trading in APR Energy Shares on the London Stock Exchange's market for listed securities and the listing of the APR Energy Shares from the Official List. It is anticipated that the cancellation of APR Energy's listing on the Official List and admission to trading on the London Stock Exchange's market for listed securities will take effect no earlier than 20 Business Days following the date on which the Offer becomes or is declared unconditional in all respects.

It is Bidco's intention that, following a delisting, APR Energy will be re-registered as a private limited company. Delisting and re-registration would eliminate the liquidity and marketability of any APR Energy Shares in respect of which the Offer has not been accepted at that time.

   22.          Offer website 

The following documents will be published on Fairfax's website (www.fairfax.ca) and APR Energy's website (http://www.aprenergy.com/offer-apr-energy-plc) in accordance with Rule 26.1 and 26.2 of the Code:

   --      the Joint Bidding Agreement; 
   --      the BMO Commitment Letter; 
   --      the confidentiality agreements described in section 19 above; 
   --      the Cooperation Agreement; 
   --      the Management Roll Over Agreement; 
   --      the LA Rollover Agreement; 
   --      the LM Rollover Agreement, and 
   --      the irrevocable undertakings described in section 15 above. 
 
 Enquiries: 
Ondra Partners (financial adviser to Bidco, 
 Fairfax, ACON and ACM) 
 Robert Hingley 
 Cassandre Danoux                             +44 (0) 20 7082 8750 
APR Energy                                    +1 904 223 8488 
 Manisha Patel (investors)                     +1 904 517 5135 
 Alan Chapple (media)                          +1 904 223 2277 
Barclays (financial adviser to APR Energy) 
 Raymond Raimondi 
 Matthew Smith 
 Gaurav Gooptu                                +44 (0) 20 7623 2323 
Numis (corporate broker to APR Energy) 
 Ben Stoop 
 Stuart Skinner                               +44 (0) 20 7260 1000 
                                              +44 (0) 20 7307 5344 
                                               +44 (0) 7775 784 
CNC (PR adviser to APR Energy)                 933 
 Richard Campbell                              +44 (0) 7827 925 
 Michael Kinirons                              090 
 

Further Information

Ondra Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco, Fairfax, ACON and ACM and no one else in connection with the Offer and will not be responsible to anyone other than Bidco, Fairfax, ACON and ACM for providing the protections afforded to clients of Ondra Partners nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for APR Energy and no one else in connection with the Offer and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Offer or any other matter referred to in this announcement.

Numis, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with the matters described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to its clients or for providing advice in relation to the matters described herein.

Greenhill, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for APR Energy and no one else in connection with certain financial restructuring matters as described herein and will not be responsible to anyone other than APR Energy for providing the protections afforded to clients of Greenhill nor for providing advice in relation to certain financial restructuring matters as described herein.

This announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Offer or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Offer in any jurisdiction in contravention of any applicable laws. Any decision or other response in respect of the Offer should be made only on the basis of information contained in the Offer Document, which will contain the full terms and conditions of the Offer, including how the Offer may be accepted. APR Energy Shareholders are advised to read the formal documentation in relation to the Offer carefully once it has been dispatched.

This announcement does not constitute a prospectus or prospectus-equivalent document.

This announcement has been prepared for the purpose of complying with English law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Overseas jurisdictions

The release, publication or distribution of this announcement in, and the availability of the Offer to persons who are residents, citizens or nationals of, jurisdictions other than the United Kingdom may be restricted by laws and/or regulations of those jurisdictions. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

In particular, copies of this announcement and any formal documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in or into or from any Restricted Jurisdiction. Unless otherwise permitted by applicable law and regulation, the Offer may not be made, directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.

The receipt of cash pursuant to the Offer by APR Energy Shareholders may be a taxable transaction under applicable national, state and local, as well as foreign and other tax laws. Each APR Energy Shareholder is urged to consult their independent professional adviser regarding the tax consequences of accepting the Offer.

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Further details in relation to APR Energy Shareholders in overseas jurisdictions will be contained in the Offer Document.

Notice to US investors

The Offer is being made for securities of a United Kingdom company and APR Energy Shareholders in the United States should be aware that this announcement, the Offer Document and any other documents relating to the Offer have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. APR Energy's financial statements, and all financial information that is included in this announcement or that may be included in the Offer Document, or any other documents relating to the Offer, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

The Offer will be made in the United States pursuant to applicable US tender offer rules and securities laws and otherwise in accordance with the requirements of English law, the Code, the UK Panel, the London Stock Exchange and the Financial Conduct Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under United States domestic tender offer procedures and law.

Neither the SEC nor any US state securities commission has approved or disapproved the Offer or passed any opinion upon the adequacy or completeness of this announcement or the Offer Document. It may be difficult for US holders of APR Energy securities to enforce their rights under any claim arising out of the US federal securities laws, since Fairfax, Bidco and APR Energy are located outside of the United States, and some or all of their officers and directors may be resident outside of the United States.

Forward Looking Statements

This announcement contains certain statements which are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events, and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this announcement. Any forward-looking statements made in this announcement on behalf of the Joint Bidders, Bidco or APR Energy are made as of the date of this announcement based on the opinions and estimates of directors of the Joint Bidders, Bidco and APR Energy, respectively. Each of the Joint Bidders, Bidco and APR Energy and their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. Neither the Joint Bidders, Bidco and APR Energy or their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of the Joint Bidders, Bidco or APR Energy. All subsequent oral or written forward-looking statements attributable to the Joint Bidders, Bidco or APR Energy or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this announcement including any statement of estimated synergies) is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco or APR Energy for any period and no statement in this announcement should be interpreted to mean that cash flow from operations, earnings, earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10(th) Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10(th) Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the UK Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website and availability of hard copies

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October 26, 2015 03:00 ET (07:00 GMT)

This announcement and the display documents required to be published pursuant to Rule 26.1 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Fairfax's website at www.fairfax.ca and APR Energy's website at http://www.aprenergy.com/offer-apr-energy-plc by no later than 12 noon (London time) on the Business Day following the date of this announcement. For the avoidance of doubt, the contents of such websites are not incorporated into, and does not form part of, this announcement.

APR Energy Shareholders may request a copy of this announcement in hard copy form by writing to Capita Asset Services, 34 Beckenham Road, Beckenham, BR3 4TU or by calling them on 0871 664 0300 from within the UK or on +44 (0)20 8639 3399 from outside the UK. Calls cost 12p per minute plus your phone company's access charge. Calls outside the United Kingdom will be charged at the applicable international rate. Opening hours are between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales.

If you are in any doubt about the contents of this announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

Appendix I

Conditions and Further Terms of the Offer

   1              Conditions of the Offer 

The Offer shall be subject to the following Conditions:

Acceptance Condition

(a) valid acceptances of the Offer being received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the later of the 4 January 2016 and the 20(th) Business Day following the date of publication of the Offer Document (or such later time(s) and/or date(s), as subject to the Code, Bidco and APR Energy may agree) in respect of not less than 90 per cent. (or such lower percentage as Bidco may, subject to the Code, decide) of the APR Energy Shares to which the Offer relates and of the voting rights attached to those shares, provided that this Condition shall not be satisfied unless Bidco, together with its wholly owned subsidiaries (if any), shall have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), APR Energy Shares which carry in aggregate more than 50 per cent. of the voting rights then normally exercisable at a general meeting of APR Energy, including for this purpose (except to the extent otherwise agreed by the UK Panel) any such voting rights attaching to APR Energy Shares that are unconditionally allotted or issued before the Offer becomes or is declared unconditional as to acceptances whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

For the purposes of this Condition:

(i) APR Energy Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to be APR Energy Shares to which the Offer relates and to carry the voting rights they shall carry upon issue;

(ii) the expression "APR Energy Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

(iii) APR Energy Shares (if any) that cease to be held in treasury before the Offer becomes or is declared unconditional as to acceptances shall be deemed to be APR Energy Shares to which the Offer relates; and

(iv) acquisitions of, or contracts to acquire, APR Energy Shares by Bidco or by its associates to which sections 979(8) and (9) of the Companies Act apply shall be treated as valid acceptances and for these purposes "associates" shall be construed in accordance with section 988 of the Companies Act;

Insolvency and Default Condition

(b) as at a closing date on which the Offer must lapse unless it becomes or is declared unconditional in all respects, no Default has occurred and continues to exist as a consequence of which, the Administrative Agent either immediately is, or with the passage of time or giving of notice will be, entitled to terminate the lending commitments or accelerate the Loans as permitted in section 10.2 of the Credit Agreement; provided that, for the purposes of this condition, any such Default shall be deemed to not to have occurred if any of the following are true with respect to such Default at any relevant time:

(i) such Default is waived under the permanent waiver effected by the Amendment and Waiver Agreement;

(ii) the relevant fact or circumstance giving rise to the Default and allowing the Administrative Agent to exercise any right under section 10.2 of the Credit Agreement as a result thereof arises as a direct consequence of any failure of any member of the Joint Bidders' Wider Groups or any of their concert parties to satisfy the Lenders' "know your client" and anti-money laundering documentary requirements as required in the Amendment and Waiver Agreement;

(iii) the requisite Lenders have unconditionally (and without payment of any consideration in excess of that contemplated by the Amendment and Waiver Agreement), waived the Default or the right to take action or exercise rights under section 10.2 of the Credit Agreement in respect of such Default;

(iv) APR Energy or any of its subsidiaries or subsidiary undertakings is in a position to cure the default within not more than 3 Business Days by taking steps which are within the control of APR Energy or one of its subsidiaries or subsidiary undertakings and, if the relevant closing date is extended by not less than such period of 3 Business Days with the consent, where required, of APR Energy and/or the UK Panel, the Default is cured by the end of such period; or

(v) the Default has been the subject of an agreement between APR Energy and the Required Lenders under which such Required Lenders agree not to initiate, permit or assist enforcement on the basis of the Default until the earlier of the date on which the Loans are refinanced or are repayable, provided that APR Energy has undertaken no additional obligations other than contained in the Amendment and Waiver Agreement in such agreement;

(c) APR Energy and any subsidiary or subsidiary undertaking of APR Energy (together with any member of the Wider APR Energy Group) has not received any notice from the Administrative Agent that it is taking any action, or exercising any of its rights under section 10.2 of the Credit Agreement as a result of a Default (except a Default deemed to no longer exist pursuant to condition (b) above);

(d) APR Energy has not agreed to undertake any additional obligations in any amendment to the Credit Agreement that would remain effective after the date on which the Offer becomes or is declared unconditional in all respects (other than pursuant to the Amendment and Waiver Agreement).

Management Arrangements

(e) the Rule 16 Resolution being duly passed on a poll by the Independent Shareholders present and voting (in person or by proxy) at the General Meeting.

Other third party clearances

(f) no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body or association, institution or agency (including any trade agency) or any court tribunal in any jurisdiction (each a "Relevant Authority") having taken or instituted or given written notice of any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same) or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or would reasonably be expected to:

(i) make the Proposed Acquisition or other acquisition of APR Energy Shares, or control or management of APR Energy by Bidco or any member of the Joint Bidders' Wider Groups void, unenforceable or illegal in any jurisdiction or directly or indirectly prohibit or otherwise materially restrict, materially delay or materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require amendment to the terms of, the Offer or the Proposed Acquisition or other acquisition of any APR Energy Shares, or control or management of APR Energy by Bidco or any member of the Joint Bidders' Wider Groups;

(ii) require, prevent or materially delay the divestiture (or alter the terms of any proposed divestiture) by the Joint Bidders' Wider Groups or the Wider APR Energy Group of all or any material part of their respective businesses, assets or properties or impose any material limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage any of their respective assets or properties;

(iii) impose any limitation on, or result in any material delay in, the ability of any member of the Joint Bidders' Wider Groups to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider APR Energy Group or on the ability of any member of the Wider APR Energy Group to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider APR Energy Group;

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(iv) require any member of the Joint Bidders' Wider Groups or of the Wider APR Energy Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider APR Energy Group or any member of the Joint Bidders' Wider Groups owned by a third party (other than in the implementation of the Offer or pursuant to Chapter 3 of Part 28 of the Companies Act);

(v) other than in the implementation of the Offer pursuant to Chapter 3 of Part 28 of the Companies Act require the divestiture by any member of the Joint Bidders' Wider Groups of any shares, securities or other interests in any member of the Wider APR Energy Group;

(vi) impose any material limitation on, or result in any material delay in, the ability of any member of the Joint Bidders' Wider Groups or the Wider APR Energy Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Joint Bidders' Wider Groups and/or the Wider APR Energy Group;

(vii) result in any member of the Wider APR Energy Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii) otherwise adversely affect the business, assets, financial or trading position or profits of any member of the Wider APR Energy Group to an extent which would have a material adverse effect on the Wider APR Energy Group, taken as a whole,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated; provided that, for the avoidance of doubt, this paragraph (f) shall not apply to any action taken by a Relevant Authority in relation to a contract or arrangement with a member of the Wider APR Energy Group entered into in the ordinary course of its business;

(g) other than in relation to the approvals referred to in paragraph (f) above, all material filings, applications and/or notifications which are necessary under applicable legislation or regulation of any relevant jurisdiction having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Offer and the Proposed Acquisition or other acquisition of any shares or other securities in, or control or management of, APR Energy or any member of the Wider APR Energy Group by any member of the Joint Bidders' Wider Groups or (except as Disclosed) the carrying on by any member of the Wider APR Energy Group of its business;

(h) other than in relation to the approvals referred to in paragraph (f) above, all material authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals (together "Authorisations") which are necessary in any jurisdiction for or in respect of the Proposed Acquisition and other acquisition of any APR Energy Shares, or control of APR Energy, by Bidco or any member of the Joint Bidders' Wider Groups being obtained on terms and in a form reasonably satisfactory to Bidco or the Joint Bidders from appropriate Relevant Authorities, or (except as Disclosed) from any persons or bodies with whom any member of the Joint Bidders' Wider Groups or the Wider APR Energy Group has entered into contractual arrangements or material business relationships, and such Authorisations, together with all authorisations, orders, grants, recognitions, confirmations, licences, consents, clearances, permissions and approvals necessary for any member of the Wider APR Energy Group to carry on its business, (except as Disclosed) remaining in full force and effect at the time when the Offer becomes otherwise wholly unconditional and no written notice of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been given.

Confirmation of absence of adverse circumstances

(i) except as Disclosed, there being no provision of any agreement, arrangement, licence or other instrument to which any member of the Wider APR Energy Group is a party or by or to which any such member or any of its assets is or may be bound or subject which, as a result of the implementation of the Proposed Acquisition or other acquisition by Bidco or any member of the Joint Bidders' Wider Groups of any APR Energy Shares, or change in the control or management of APR Energy or otherwise, would or would reasonably be expected to result in (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole):

(i) any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any such member of the Wider APR Energy Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any such member of the Wider APR Energy Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iii) any rights, assets or interests of any such member of the Wider APR Energy Group being or falling to be disposed of or ceasing to be available to any member of the Wider APR Energy Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider APR Energy Group;

(iv) the interest or business of any such member of the Wider APR Energy Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely modified or affected;

(v) any such member of the Wider APR Energy Group ceasing to be able to carry on business under any name under which it presently does so;

(vi) the value of any such member of the Wider APR Energy Group or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any such agreement, arrangement, licence or other instrument being terminated or adversely modified or any onerous obligation arising or any adverse action being taken or arising thereunder;

(viii) the creation of any liability (actual or contingent) by any such member of the Wider APR Energy Group; or

(ix) any requirement on any member of the Wider APR Energy Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent);

and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member of the Wider APR Energy Group is a party or by or to which any such member or any of its assets is or may be bound or subject, would or would reasonably be expected to result in any events or circumstances as are referred to in this paragraph (i) (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

No material transactions, claims or changes in the conduct of the business of the APR Energy Group

(j) except as Disclosed, no member of the Wider APR Energy Group having since 26 August 2015:

(i) issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, in each case, where relevant, as between APR Energy and its wholly owned subsidiaries or between its wholly owned subsidiaries), save as provided for in the Cooperation Agreement;

(ii) recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution, whether payable in cash or otherwise other than dividends or other distributions, whether payable in cash or otherwise, lawfully paid or made by any wholly-owned subsidiary of APR Energy to APR Energy or any of its wholly-owned subsidiaries;

(iii) (except for transactions between APR Energy and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries or transactions in the ordinary course of business) implemented or authorised any merger or demerger acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(iv) entered into, or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(v) other than pursuant to the Offer and except for transactions between APR Energy and its wholly owned subsidiaries or between wholly owned subsidiaries of APR Energy, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole and other than pursuant to the Proposed Acquisition);

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(vi) purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital (except, in each case, where relevant, as between APR Energy and wholly owned subsidiaries of APR Energy or between the wholly owned subsidiaries of APR Energy);

(vii) made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability (except, in each case, where relevant, as between APR Energy and wholly owned subsidiaries of APR Energy or between the wholly owned subsidiaries of APR Energy);

(viii) entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or would reasonably be expected to involve, an obligation of a nature or magnitude which is materially restrictive on the business of any member of the Wider APR Energy Group (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(ix) been unable or deemed unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(x) commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(xi) (other than in respect of a member of the Wider APR Energy Group which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had written notice given of the intention to appoint any of the foregoing to it (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(xii) except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider APR Energy Group (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

   (xiii)         made any material alteration to its constitutional documents; 

(xiv) entered into, or varied the terms of, or terminated or given notice of termination of, any service agreement or arrangement with any director or senior executive of any member of the Wider APR Energy Group;

(xv) proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by any member of the Wider APR Energy Group, save as provided for in the Cooperation Agreement; or

(xvi) entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) to effect, or proposed or announced any intention to effect, any of the transactions, matters or events referred to in this paragraph (j);

   (k)           except as Disclosed, since 26 August 2015: 

(i) no adverse change having occurred, and no circumstances having arisen which would reasonably be expected to result in any adverse change, in the business, assets, financial or trading position or profits of any member of the Wider APR Energy Group (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole); and

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider APR Energy Group or to which any member of the Wider APR Energy Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider APR Energy Group having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider APR Energy Group (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(iii) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider APR Energy Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider APR Energy Group, in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole; and

(iv) no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider APR Energy Group which is necessary for the proper carrying on of its business, and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Wider APR Energy Group taken as a whole;

(l) except as Disclosed, no contingent or other liability having arisen outside the ordinary course of business which would or would reasonably be expected to adversely affect any member of the Wider APR Energy Group (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole); and

   (m)          except as Disclosed, the Joint Bidders not having discovered that: 

(i) any financial, business or other information concerning the Wider APR Energy Group publicly announced prior to the date of the announcement of the Offer under Rule 2.7 of the Code at any time by any member of the Wider APR Energy Group is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(ii) there is any information which affects the import of any information publicly announced prior to the date of the announcement of the Offer under Rule 2.7 of the Code by or on behalf of any member of the Wider APR Energy Group (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole);

(iii) any member of the Wider APR Energy Group is subject to any liability, contingent or otherwise, other than in the ordinary course of business (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole); or

(iv) there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider APR Energy Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority in any jurisdiction (in each case to an extent which is material in the context of the Wider APR Energy Group taken as a whole).

   2              Certain further terms of the Offer 

(a) Bidco reserves the right (subject to the requirements of the Code and the UK Panel) to waive, in whole or in part, the above Conditions in paragraphs (b) to (m) (inclusive).

(b) If Bidco is required by the UK Panel to make an offer for APR Energy Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions, including the Acceptance Condition, and terms of the Offer as are necessary to comply with the provisions of that Rule.

(c) The Offer shall lapse unless all the above Conditions have been fulfilled or, where permitted, waived or, where appropriate, have been determined by Bidco to be or remain satisfied, by 1:00 pm on the 60(th) day following the date of publication of the Offer Document (or such later date as the UK Panel may agree). Such date may not be further extended, other than with the agreement of the Joint Bidders, APR Energy and the UK Panel. Without prejudice to the preceding sentence, the Offer shall remain open until the later of (i) the date falling 20 Business Days following the posting of the Offer Document and (ii) a date falling no less than 14 days following the Offer becoming or being declared unconditional in all respects.

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(d) Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraphs (b) to (m) (inclusive) by a date earlier than the latest date for the fulfilment of that condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment.

(e) Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Offer not to proceed, to lapse or any offer to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Offer. The Acceptance Condition is not subject to this provision of the Code.

(f) The APR Energy Shares shall be acquired under the Offer fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this announcement.

(g) If the Offer lapses, the Offer shall cease to be capable of further acceptance and accepting APR Energy Shareholders and Bidco shall cease to be bound by Forms of Acceptance submitted at or before the time when the Offer so lapses.

(h) The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the Restricted Jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

(i) The Offer is not being made, directly or indirectly, in, into or from, or by use of the mails of, or by any means of instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any jurisdiction where to do so would violate the laws of that jurisdiction and shall not be capable of acceptance by any such use, means, instrumentality or facility or from within such Restricted Jurisdiction (unless otherwise determined by Bidco) and the Offer cannot be accepted by any such use, means or instrumentality or otherwise from any Restricted Jurisdiction.

(j) Bidco reserves the right, subject to the prior consent of APR Energy and the UK Panel, to implement the Proposed Acquisition by way of a scheme of arrangement. In such event, the proposed acquisition will be implemented on the same terms, as those which would apply to the Offer, subject to appropriate amendments to reflect the change in method.

(k) The Offer is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I (and, in the case of certificated APR Energy Shares, the Form of Acceptance). The Offer shall be subject to the applicable requirements of the Code, the UK Panel, the London Stock Exchange and the Financial Conduct Authority.

(l) Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix II

Sources of information and bases of calculation

1. As at the close of business on 23 October 2015, APR Energy had in issue 94,251,622 ordinary shares of 10 pence each. The International Securities Identification Number for the APR Energy Shares is GB00B58D4C52.

2. The value attributed to APR Energy's existing issued and to be issued ordinary share capital by the Offer is based on the 94,251,622 APR Energy Shares in issue as at the close of business on 23 October 2015.

3. All percentages of APR Energy's issued share capital are stated as at close of business on 23 October 2015 and are based on the 94,251,622 APR Energy Shares in issue as at the close of business on 23 October 2015.

4. Unless otherwise stated, the financial information on APR Energy is extracted from APR Energy's results for the 6 months ended 30 June 2015 released on 26 August 2015.

5. The market prices of APR Energy Shares have been derived from the Daily Official List of the London Stock Exchange and represent mid-market closing prices as of the relevant date(s).

6. Volume weighted average closing prices of APR Energy Shares have been derived from data provided by Bloomberg on 23 October 2015.

7. Where amounts are shown in both US dollars and sterling, or converted between the aforementioned currencies, in this announcement, an exchange rate of GBP1.00/US$1.53 has been used, which has been derived from data provided by Bloomberg on 23 October 2015.

Appendix III

Irrevocable Undertakings

APR Energy Shareholders' Irrevocable Undertakings

The following APR Energy Shareholders have given an irrevocable undertaking to accept, or procure the acceptance of, the Offer, as soon as practicable after, and in any event no later than the date falling five Business Days after, the publication of the Offer Document and to vote in favour of the Management Arrangements:

 
                                  Number of APR Energy 
                                   Shares in respect of 
                                   which undertaking is  Percentage of APR Energy's 
Name                               given                  issued share capital 
--------------------------------  ---------------------  -------------------------- 
General Electric International, 
 Inc.                             15,453,129             16.4 
--------------------------------  ---------------------  -------------------------- 
 

The irrevocable undertaking given by General Electric International, Inc. will cease to be binding if:

(a) the Offer Document is not published within 28 days after the date of this announcement (or such later date as Bidco and APR Energy may agree and the UK Panel may allow);

(b) the Offer once made, fails to become unconditional in all respects by the date falling 60 days after the date of the Offer;

   (c)           the Offer, once made, lapses or is withdrawn; or 

(d) any third party makes a general offer for the APR Energy Shares which is more than 10 per cent. higher than the Offer and the Offeror does not, within 5 Business Days of the announcement of such higher offer, revise the Offer to such that the amount or value of cash consideration offered under the Offer equals or exceeds the amount or value of consideration offered under the alternative offer.

The irrevocable undertaking given by General Electric International, Inc. will prevent it from (i) (subject to the termination provisions detailed at paragraph (d) above) accepting or irrevocably undertaking to accept a competing offer at a higher price than the APR Energy Offer Price at the relevant time, (ii) exercising any right of withdrawal of any acceptance of the Offer where such a right is otherwise exercisable under the Code, or (iii) otherwise selling all or any part of their respective APR Energy Shares into the market.

 
            Number of APR Energy 
             Shares in respect of 
             which undertaking is  Percentage of APR Energy's 
Name         given                  issued share capital 
----------  ---------------------  -------------------------- 
JCLA        2,429,512              2.58 
----------  ---------------------  -------------------------- 
Lee Munro   70,784                 0.08 
----------  ---------------------  -------------------------- 
 

The irrevocable undertakings given by JCLA and Lee Munro will cease to be binding if:

(a) the Offer Document is not published within 28 days after the date of this announcement (or such later date as Bidco and APR Energy may agree and the UK Panel may allow);

(b) the Offer once made, fails to become unconditional in all respects by the date falling 60 days after the date of the Offer (or such later date as Bidco and APR Energy may, with the consent of the UK Panel, agree); or

   (c)           the Offer, once made, lapses or is withdrawn. 

The irrevocable undertakings given by JCLA and Lee Munro will prevent them from (i) accepting or irrevocably undertaking to accept a competing offer at a higher price than the APR Energy Offer Price at the relevant time, (ii) exercising any right of withdrawal of any acceptance of the Offer where such a right is otherwise exercisable under the Code, or (iii) otherwise selling all or any part of their respective APR Energy Shares into the market.

Independent APR Energy Director's Irrevocable Undertaking

The following Independent APR Energy Director, being the only Independent APR Energy Director who holds APR Energy Shares has given an irrevocable undertaking to accept, or procure the acceptance of, the Offer, made substantially on the terms and subject to the conditions contained in this announcement, within 5 Business Days following the positing of the Offer Document and to vote in favour of the Management Arrangements:

 
                       Number of APR Energy 
                        Shares in respect of 
                        which undertaking is  Percentage of APR Energy's 
Name                    given                  issued share capital 
---------------------  ---------------------  -------------------------- 
Shonaid Jemmett-Page   786                    0.001 
---------------------  ---------------------  -------------------------- 
 

The irrevocable undertaking given by Shonaid Jemmett-Page will cease to be binding if:

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(a) the Offer Document is not published within 28 days after the date of this announcement (or such later date as Bidco and APR Energy may agree and the UK Panel may allow);

(b) the Offer, once made, fails to become unconditional in all respects by the date falling 60 days after the date of the Offer (or such later date as Bidco and APR Energy may, with the consent of the UK Panel, agree); or

   (c)           the Offer, once made, lapses or is withdrawn. 

The irrevocable undertaking given by Shonaid Jemmett-Page will prevent her from exercising any right or withdrawal of any acceptance of the Offer where such a right is exercisable under the Code, or otherwise selling all or any part of her APR Energy Shares into the market.

Appendix IV

Definitions

 
"Acceptance Condition"            the condition set out in paragraph 1(a) 
                                   of Appendix I to this announcement 
"Administrative Agent"            Bank of America, N.A. as the administrative 
                                   agent under the Credit Agreement 
"Amendment and Waiver Agreement"  the amendment and waiver agreement relating 
                                   to the Credit Agreement between, among 
                                   others, APR Energy, the Administrative 
                                   Agent and the Lenders dated 26 October 
                                   2015 
"APR Energy"                      APR Energy plc, a company incorporated 
                                   in England and Wales with registered 
                                   number 07062201 
"APR Energy Directors"            the directors of APR Energy 
"APR Energy Group"                APR Energy and its subsidiaries and 
                                   subsidiary undertakings 
"APR Energy Share"                an ordinary share of 10 pence in the 
                                   capital of APR Energy 
"APR Energy Share Schemes"        the APR Energy Share Option Plan 2011, 
                                   the APR Energy (Contractor) Share Option 
                                   Plan 2011 and the APR Energy Share Award 
                                   Plan 2012 
"APR Energy Shareholders"         the holders of APR Energy Shares from 
                                   time to time 
"Authorisations"                  regulatory authorisations, orders, recognitions, 
                                   grants, consents, clearances, confirmations, 
                                   certificates, licences, permissions 
                                   or approvals 
"Barclays"                        Barclays Bank plc, acting through its 
                                   investment bank 
"Bidco"                           Apple Bidco Limited, a company incorporated 
                                   in England and Wales with registered 
                                   number 9822930 
"BMO Commitment Letter"           the commitment letter between the Joint 
                                   Bidders, Bidco and Bank of Montreal 
                                   for the full amount of the cash consideration 
                                   required for the Offer, guaranteed by 
                                   Fairfax 
"Board"                           the board of directors of the relevant 
                                   company 
"Business Day"                          either: 
                                         (a) other than in relation to the Credit 
                                         Agreement and the Amendment and Waiver 
                                         Agreement, a day (other than Saturdays, 
                                         Sundays and public holidays) on which 
                                         banks are open for business in the City 
                                         of London, Toronto and New York and 
                                         which is not a federal holiday in the 
                                         United States of America; or 
                                         (b) in relation to the Credit Agreement 
                                         and the Amendment and Waiver Agreement, 
                                         any day (other than Saturdays, Sundays 
                                         and public holidays) on which banks 
                                         are open for business in the City of 
                                         London, New York and North Carolina 
"Code"                            the City Code on Takeovers and Mergers 
                                   issued from time to time by the Panel 
                                   on Takeovers and Mergers 
"Committed APR Energy Shares"     the 27,322,539 APR Energy Shares, in 
                                   aggregate, held by entities controlled 
                                   by Fairfax and ACM and (ii) the 4,621,951 
                                   APR Energy Shares held by JCLA, Laurence 
                                   Anderson and Lee Munro which they have 
                                   agreed (subject to the approval of the 
                                   Independent Shareholders) to transfer 
                                   to Bidco in consideration for ordinary 
                                   shares in the capital of Bidco, 
"Companies Act"                   the Companies Act 2006 
"Cooperation Agreement"           the Cooperation Agreement between APR 
                                   Energy, the Joint Bidders and Bidco 
                                   dated 26 October 2015 
"Credit Agreement"                the third amended and restated credit 
                                   agreement, dated as 15 August 2014 and 
                                   as amended as 31 March 2015, between 
                                   APR Energy and the Lenders and the other 
                                   parties set out therein, as further 
                                   amended by the Amendment and Waiver 
                                   Agreement 
"Default"                         any of the events specified in section 
                                   10.1 of the Credit Agreement which, 
                                   with the passage of time, the giving 
                                   of notice or any other condition, would 
                                   constitute an Event of Default 
"Disclosed"                       the information disclosed by, or on 
                                   behalf of, APR Energy (i) in the annual 
                                   report and accounts for APR Energy for 
                                   the financial year ended 31 December 
                                   2014, (ii) the interim accounts for 
                                   APR Energy for the six month period 
                                   ended 30 June 2015, (iii) in any announcement 
                                   to a regulatory information service 
                                   by, or on behalf of, APR Energy, prior 
                                   to the publication of this announcement 
                                   and (iv) by or on behalf of APR Energy 
                                   to the Joint Bidders or their advisers 
                                   prior to the publication of this announcement 
"Event of Default"                any Default in relation to which any 
                                   requirement for the passage of time, 
                                   giving notice or any other condition 
                                   has been satisfied 
"Form of Acceptance"              the Form of Acceptance, Authority and 
                                   Election for use by APR Energy Shareholders 
                                   in connection with the Offer 
"Founder Securities"              C ordinary shares and D ordinary shares 
                                   of APR Energy Holdings Limited 
"General Meeting"                 the general meeting of the Independent 
                                   Shareholders to be convened to consider 
                                   and if thought fit to approve the Rule 
                                   16 Resolution 
"Greenhill"                       Greenhill & Co., LLC acting through 
                                   Greenhill & Co. International LLP 
"Independent Shareholders"        the APR Energy Shareholders other than 
                                   (i) Management and their families and 
                                   related trusts, (ii) JCLA and (iii) 
                                   any member of the Joint Bidders' Wider 
                                   Groups 
"Independent APR Energy           Jim Hughes, Haresh Jaisinghani and Shonaid 
 Directors"                        Jemmett-Page 
"Insolvency and Default           the conditions set out in paragraphs 
 Condition"                        1(b), (c) and (d) of Appendix I to this 
                                   announcement 
"JCLA"                            JCLA Cayman Limited, a company controlled 
                                   by John Campion and Laurence Anderson 
"Joint Bidders"                   Fairfax, ACM and ACON 
"Joint Bidders' Wider Groups"     each of the Wider Fairfax Group, Wider 
                                   ACM Group and Wider ACON Group 
"Joint Bidding Agreement"         the joint bidding agreement entered 
                                   into between the Joint Bidders and Bidco 
                                   on 26 October 2015. 
"LA Rollover Agreement"           the rollover agreement entered into 
                                   between Bidco and Laurence Anderson 
                                   on 26 October 2015 
"Lenders"                         the persons party to the Credit Agreement 
                                   as lenders from time to time 

(MORE TO FOLLOW) Dow Jones Newswires

October 26, 2015 03:00 ET (07:00 GMT)