APR.L Regulatory News (APR)

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 THAT JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY SUCH OFFER MIGHT BE MADE.

05 October 2015

Possible Offer for APR Energy plc

As directed by the Takeover Panel (the "Panel"), the board of APR Energy plc ("APR Energy" or the "Company") confirms that it is in discussions with a possible consortium comprising Fairfax Financial Holdings Limited, ACON Investments LLC and Albright Capital Management LLC (the "Consortium"), regarding a possible offer by the Consortium for APR Energy.

At this stage, there can be no certainty that any offer will be made nor as to the terms on which any such offer might be made. A further announcement will be made as appropriate.

As announced on 30 September 2015, the Company is also engaging with its lenders regarding its banking facilities and a modification of its financial covenants, with a view to avoiding a covenant breach which would otherwise occur.

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), the Consortium, must, by no later than 5:00 pm (London time) on 02 November 2015, either announce a firm intention to make an offer for APR Energy in accordance with Rule 2.7 of the Code, or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline can be extended by the board of APR Energy with the consent of the Panel in accordance with Rule 2.6(c) of the Code and will cease to apply in the circumstances set out in Rule 2.6(b) of the Code (a firm intention to make an offer for APR Energy in accordance with Rule 2.7 of the Code being announced by another offeror prior to the deadline).

In accordance with Rule 2.10 of the Code, the Company confirms that, as at the date of this announcement, it has 94,251,622 ordinary shares of 10 pence each in issue and admitted to trading on the main market of the London Stock Exchange. The International Securities Identification number for the ordinary shares is GB00B58D4C52.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the Company's website at www.aprenergy.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries:

APR Energy plc + 1 904 223 8488

Lee Munro (investors) + 1 904 404 4576

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 Securities Limited (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

Nick Bastin +44 (0)7931 500 066

Michael Kinirons +44 (0)7827 925 090

Further information

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation 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.

Numis Securities Limited, which is authorised and regulated 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.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Nothing in this announcement is or should be relied on as a promise or representation to the future. This announcement includes certain statements, estimates and projections provided by the Company in relation to the Company's anticipated future performance. Such statements, estimates and projections are based on various assumptions made by the Company concerning anticipated results which may or may not prove to be correct. No representations or warranties are made by any person as to the accuracy of such statements, estimates or projections.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th 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% 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(s), 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 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.