Offer Update

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

FOR IMMEDIATE RELEASE

17 December 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")

Offer Update and Publication of Circular and Notice of General Meeting

On 26 October 2015, the board of Bidco and the Independent APR Energy Directors announced the terms of a recommended cash offer 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"). Capitalised terms used and not defined in this announcement have the meanings given to them in the Offer document dated 23 November 2015 (the "Offer Document").

The circular containing the notice of the extraordinary general meeting of APR Energy (the "General Meeting") to be held on 4 January 2016 to consider and, if thought fit, approve the Management Arrangements (the "Circular") has been published by APR Energy today and is available at http://www.aprenergy.com/jan-4-egm.

Please note that Appendix I to the Circular has been included at the request of Bidco. It sets out clarifications of certain statements made by Bidco in the Offer Document which have been requested by the UK Panel.

APR Energy Shareholders are reminded that, as explained in the letter of recommendation from the Independent APR Energy Directors in the Offer Document:

· The Offer requires acceptance by APR Energy Shareholders through the procedure for acceptance set out in the Offer Document.

· 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 waivers under the Credit Agreement described in the Offer Document will in due course cease to apply, the amendments to the Credit Agreement described in the Offer Document will not come into effect and the US$200 million of Recapitalisation Funding will not be provided by the Joint Bidders.

· In these 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.

The Independent APR Energy Directors, who have been so advised by Barclays on the financial terms of the Offer, continue to consider the Offer to be fair and reasonable. In providing its financial advice to the Independent APR Energy Directors, Barclays has taken into account the commercial assessments of the Independent APR Energy Directors. Accordingly, the Independent APR Energy Directors continue to recommend that APR Energy Shareholders accept the Offer.

Moreover, on the basis of the information currently available to them, the Independent APR Energy Directors wish to draw the attention of APR Energy Shareholders to the following matters:

· APR Energy Shareholders should note that if the Offer does become unconditional in all respects, it must remain open for 14 days but may then be closed. Any APR Energy Shareholders who have not accepted the Offer and who have no rights under UK law to sell their APR Energy Shares to Bidco under the Companies Act may then remain as shareholders in APR Energy, which Bidco is expected to seek to delist. However, it should be noted that 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, Bidco will be entitled, under the Companies Act, to compulsorily acquire any remaining APR Energy Shares to which the Offer relates on the same terms as the Offer.

· If the APR Energy Shares are delisted, they will have no quoted prices, no (or negligible) liquidity, no contractual governance rights and no arrangement for participating in any eventual sale of APR Energy by Bidco (and there is no basis for assuming that a sale will occur in any specific time period or at all).

· If the Offer lapses (irrespective of the reason) and the waivers under the Credit Agreement described in the Offer Document cease to have effect, APR Energy does not currently expect that it would be able to comply with its financial covenants under the Credit Agreement. APR Energy currently has no alternative proposals which the Directors believe are capable of being implemented within a reasonable time period and on terms satisfactory to those stakeholders whose consent may be needed.

· If the Offer lapses, the price of APR Energy Shares may fall significantly. In that context, any person or persons willing to provide new equity to the APR Energy Group may only be prepared to do so at a price per APR Energy Share which is below the Offer Price of 175 pence in cash per APR Energy Share (APR Energy Shareholders are reminded that the closing price of an APR Energy Share on 2 October 2015, the last Business Day prior to the commencement of the Offer Period, was 93 pence, and the closing price of an APR Energy Share was, during September 2015, as low as 64 pence).

· The Board of APR Energy has received a number of suggestions from APR Energy Shareholders regarding possible alternative ways to stabilise the APR Energy Group's finances. Having taken advice from its advisers, it does not consider these likely to achieve that result or, in some cases, to be capable of execution at all.

· In continuing to recommend that APR Energy Shareholders accept the Offer, the Independent APR Energy Directors have taken into account the information available to them regarding current trading and prospects of the APR Energy Group, including information about prospective contract wins and losses.

· If the Offer lapses, the Board of APR Energy will be obliged to consider all available alternatives for stabilising the APR Energy Group's finances, including (i) seeking rescue finance from one or more third parties on an expedited basis (potentially at a significantly lower price than 175 pence per APR Energy Share), (ii) exploring an accelerated consensual restructuring agreement with the Lenders whereby they convert significant amounts of their Loans into equity share capital, and (iii) seeking bankruptcy protection under a statutory procedure. Any such arrangements can be expected to reduce further (or, in certain outcomes, potentially even eliminate) the current market value of APR Energy Shares. In the event that finance was available in a form which did not require approval from APR Energy Shareholders (e.g., in the form of subordinated debt) the Board of APR Energy would be obliged to pursue this if it was needed to minimise the loss to creditors.

The first closing date of the Offer is 1.00 pm (London time) on 4 January 2016 and APR Energy Shareholders wishing to accept the Offer should do so as soon as possible (and in any event by 1.00 pm (London time) on 4 January 2016) in accordance with the procedure for acceptance of the Offer set out in Part C and Part D of Appendix I to the Offer Document and in the Form of Acceptance.

In addition, Independent Shareholders wishing to vote in favour of the resolution approving the Management Arrangements at the General Meeting on 4 January 2016 should either return the form of proxy sent with the Circular as soon as possible and in any event no later than 48 hours prior to the time of the General Meeting (i.e., by 11.00 am on 2 January 2016) or attend the General Meeting in person to cast their vote. However, because of changes to postal delivery and collection arrangements over the Christmas and New Year period, Independent Shareholders are advised to post their forms of proxy in sufficient time to ensure that they are received by Capita Asset Services by no later than 31 December 2015.

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on APR Energy'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 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. Any response in respect of the Offer should be made only on the basis of information contained in the Offer Document, which contains the full terms and conditions of the Offer, including how the Offer may be accepted. APR Energy Shareholders are advised to read the Offer Document carefully.

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.