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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

For immediate release

5 March 2021

RECOMMENDED CASH ACQUISITION

of

Aggreko plc

by

Albion Acquisitions Limited

(a newly formed company owned by
funds managed by I Squared Capital Advisors (US) LLC and
investment funds managed by TDR Capital LLP)

to be effected by means of a Scheme of Arrangement
under Part 26 of the Companies Act 2006

1          Introduction

The boards of directors of Albion Acquisitions Limited ("Bidco") and Aggreko plc ("Aggreko") are pleased to announce that they have reached agreement on the terms and conditions of a recommended all cash acquisition of the entire issued, and to be issued, ordinary share capital of Aggreko. It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

2          The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Schedule 1 to this Announcement and the full terms and conditions to be set out in the Scheme Document, each Scheme Shareholder will be entitled to receive:

for each Scheme Share:        880 pence in cash

The Offer Price of 880 pence per Scheme Share represents a premium of approximately:

·          39 per cent. to the Closing Price of 635 pence per Aggreko Share on 4 February 2021 (being the last business day before the commencement of the Offer Period);

·          49 per cent. to the volume-weighted average price of 591 pence per Aggreko Share for the three-month period ended 4 February 2021 (being the last business day before the commencement of the Offer Period); and

·          75 per cent. to the volume-weighted average price of 502 pence per Aggreko Share for the six-month period ended 4 February 2021 (being the last business day before the commencement of the Offer Period).

The Acquisition values Aggreko's entire issued, and to be issued, ordinary share capital at approximately £2,322 million on a fully diluted basis.

On 1 March 2021, Aggreko announced a final dividend of 10.00 pence per Aggreko Share (the "Final Dividend"), which, subject to approval by Aggreko Shareholders at the annual general meeting of the Company, will be payable to eligible Aggreko Shareholders on the register of members on the Final Dividend Record Date. If the Final Dividend Record Date occurs before the Effective Date, the Offer Price shall be reduced by the amount of the Final Dividend, in which case, the relevant eligible Aggreko Shareholders will be entitled to retain the Final Dividend.

Except for the Final Dividend, if, on or after the date of this Announcement and prior to the Acquisition becoming Effective, any other dividend, distribution or other return of value is declared, made or paid by Aggreko, Bidco reserves the right to reduce the consideration payable under the terms of the Acquisition for the Aggreko Shares by an amount equal to the aggregate amount of such dividend, distribution or other return of value.  In such circumstances, Aggreko Shareholders would be entitled to retain any such dividend, distribution or other return of value.

3          Background to and reasons for the Acquisition

I Squared Capital and TDR Capital have a proven track record and deep expertise in investing in power and energy transition infrastructure and equipment rental businesses which generate stable cash flows in attractive markets supported by growing demand.  I Squared Capital and TDR Capital believe that Aggreko is a business that fits this investment focus well and has the potential to enable the energy transition through clean technology investment, as the world focuses increasingly on energy efficiency and sustainability and requires flexible solutions. Aggreko is a global market leader in delivering bespoke temporary power solutions to its customers and has demonstrated the capabilities and innovation required to facilitate the transition towards a net-zero emission business. This energy transition is driving substantial changes in the underlying energy market and, as such, will require sustained capital investment and business agility. I Squared Capital and TDR Capital are supportive of the broader strategy and growth initiatives articulated by Aggreko's management in their strategic update on 17 November 2020, driven by a repositioning of Aggreko's fleet mix.

While the urgency and importance of sustainability have accelerated in a post-Covid environment, repositioning Aggreko to address and capture these trends will require a long-term perspective and investment horizon. In addition, I Squared Capital and TDR Capital believe that the realignment of the business will be better achieved in the private domain rather than under the scrutiny of public markets and the requirement for periodic reporting. I Squared Capital and TDR Capital are excited by the opportunities brought about by such a new environment and have the appropriate resources to support the business' growth over the next decade and beyond. It will provide additional attractive development opportunities for Aggreko's stakeholders as well as a spectrum of cleaner and more sustainable solutions for its customers. I Squared Capital and TDR Capital believe that they are well positioned to accelerate Aggreko's development at this critical juncture and secure a successful long-term future for the company, underpinned by a long-term investment focus and the synergistic expertise between both parties in the power infrastructure and equipment rental sectors.

4          Recommendation

The Aggreko Directors, who have been so advised by Centerview Partners, Citi and Jefferies as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable.  In providing their advice, Centerview Partners, Citi and Jefferies have taken into account the commercial assessments of the Aggreko Directors.  Centerview Partners is providing independent financial advice to the Aggreko Directors for the purposes of Rule 3 of the Code.

Accordingly, the Aggreko Directors intend to recommend unanimously that the Aggreko Shareholders vote in favour of the Scheme at the Court Meeting and the Resolutions to be proposed at the General Meeting, as they have irrevocably undertaken to do in respect of their own beneficial holdings which are under their control of, in aggregate, 164,096 Aggreko Shares representing approximately 0.064 per cent. of the issued ordinary share capital of Aggreko on 4 March 2021 (being the last business day before the date of this Announcement). Further details of these undertakings, including the circumstances in which they cease to be binding are set out in Schedule 3.

5          Background to and reasons for the recommendation

Since 2014, Aggreko has been on a strategic transformation to reduce its reliance on oil and gas end markets and legacy Power Solutions Utility contracts and move towards a more diverse range of customer sectors and lower carbon technology products.

Aggreko has achieved this through investment in (i) people and customers to enhance expertise in delivering increasingly complex, sector specialised solutions in a simple way; and (ii) new assets to deliver energy through a wider variety of technologies and fuels. It has also addressed the increase in competition in Power Solutions Utility's markets by addressing its cost base in this business and driving growth in faster-growing Rental Solutions and Power Solution Industrial businesses, which now account for around 80% of the Aggreko Group's revenue as at 31 December 2020[1].  These actions supported the delivery by the business of a 14.9% operating margin and 12% exit ROCE[2], based on its closing balance sheet, in 2019.

Since the Covid-19 pandemic began impacting Aggreko's markets, Aggreko has continued to focus on delivering power solutions to its customers, while ensuring the safety of its people. However, the pandemic has had an impact on Aggreko's business, in particular in sectors such as events and oil and gas, which have been impacted by government responses to the pandemic.

In November 2020, Aggreko announced its strategy for the energy transition setting out targets (i) to reduce diesel fuel used in customer solutions by 50% by 2030 and (ii) for Aggreko and the services it provides to be net zero by 2050. The energy transition will require substantial annual capital investment in new, low-carbon provision technology, but also gives Aggreko, as a global leader with differentiated strengths in technology, capabilities, and people, an opportunity to deliver shareholder value through the energy transition via a focus on profitable growth and the target of achieving mid-teens ROCE.

While the Aggreko Directors believe Aggreko would have a strong future as an independent listed company, they also acknowledge that, given the significant capital investment and time required and resulting risks associated with the energy transition strategy, there are benefits of undertaking this as a private company. That said, the Aggreko Directors also believe that the prospects for the group, including those resulting from the energy transition have not been recognised in the share price and, therefore, the Acquisition provides a compelling valuation, fairly reflecting the company's longer term prospects and allowing shareholders to realise that value in full and in cash.

The Aggreko Directors have taken several factors into account in considering the terms of the Acquisition, including:

§ the opportunity for Aggreko Shareholders to realise a fair and reasonable value for their holdings in cash;

§ that the terms of the Acquisition represent:

-   a premium of approximately 39 per cent. to the Closing Price of 635 pence on 4 February 2021 (being the last business day before the commencement of the Offer Period);

-   a premium of approximately 49 per cent. and 75 per cent. to the three-month and six-month volume-weighted average price per Aggreko Share of 591 pence and 502 pence on 4 February 2021 (being the last business day before the commencement of the Offer Period); and

-   a value of £2,322 million for the entire issued and to be issued ordinary share capital of Aggreko (on a fully diluted basis).

The Aggreko Directors have also taken into account Bidco's intentions for the broader business, management, employees, pension schemes and other stakeholders of Aggreko.

Accordingly, following careful consideration of the above factors, the Aggreko Directors intend to unanimously, and unconditionally, recommend the Acquisition to Aggreko Shareholders.

6          Irrevocable Undertakings

As described above, all of the Aggreko Directors who hold Aggreko Shares have irrevocably undertaken to vote, or procure votes, in favour of the Scheme at the Court Meeting and the Resolutions to be proposed to implement the Scheme at the General Meeting in respect of their own beneficial holdings which are under their control, amounting to, in aggregate, 164,096 Aggreko Shares representing approximately 0.064 per cent. of the issued ordinary share capital of Aggreko on 4 March 2021 (being the last business day before the date of this Announcement).

The undertakings from the Aggreko Directors, will cease to be binding only if (i) the Panel consents to Bidco not proceeding with the Acquisition; (ii) the Scheme Document is not dispatched to Aggreko Shareholders within 28 days (or such longer period as may be agreed between Aggreko and the Panel) of this Announcement; (iii) the Scheme lapses or is withdrawn in accordance with its terms, or the Scheme does not become effective on or before the Long Stop Date (other than in circumstances where Bidco has, prior to such date, elected (in accordance with the Cooperation Agreement) to exercise its right to proceed by way of an Offer and announced the same in accordance with the requirements of Paragraph 8 of Appendix 7 to the Code, and such Offer has not lapsed or been withdrawn); (iv) any competing offer for the entire issued and to be issued share capital of Aggreko becomes or is declared wholly unconditional or, if proceeding by way of scheme of arrangement, becomes effective; (v) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition and no new, revised, or replacement Scheme or Offer is announced by Bidco in accordance with Rule 2.7 of the Code at the same time; or (vi) the Scheme lapses or is withdrawn in accordance with its terms and Bidco publicly confirms that it does not intend to proceed with the Acquisition or to implement the Acquisition by way of an Offer. 

Further details of these irrevocable undertakings are set out in Schedule 3 to this Announcement.

7          Information relating to I SQUARED CAPITAL, TDR CAPITAL AND Bidco

I Squared Capital

I Squared Capital Advisors (US) LLC is an independent fund manager registered as an investment advisor with the United States Securities and Exchange Commission that specialises in investing and managing infrastructure assets globally across the sectors of energy, utilities, telecom, transportation and social infrastructure, with focus on Europe, the Americas, and select growth economies in Asia and Latin America. I Squared Capital Advisors (US) LLC currently has US$28.6 billion of assets under management.

TDR Capital

TDR Capital LLP is a leading private equity firm formed in 2002 and based in London with over €8 billion of committed capital. TDR Capital seeks to invest in market-leading businesses and partner with them to develop and grow their operations.

Bidco

Bidco is a limited company registered in England and Wales and incorporated on 25 February 2021. Bidco was formed for the purposes of the Acquisition and is an entity owned by I Squared Capital and TDR Capital and has not traded since its date of incorporation, nor has it entered into any obligations other than in connection with the Acquisition.

The current directors of Bidco are Mohamed El-Gazzar and Gary Lindsay. Further details in relation to Bidco will be contained in the Scheme Document.

8          Information relating to Aggreko

Aggreko is a world-leading provider of mobile modular power, temperature control and energy services. Working at the forefront of a rapidly changing energy market, Aggreko solves customers' energy problems by providing sector-specific, cost-effective and flexible solutions. Aggreko has 55 years of operational experience, around 6,000 permanent employees and 190 sales and service centers across the globe to support its customers across 79 countries.

Aggreko's operations comprise three business units as follows:

§ Rental Solutions: Providing power, heating and cooling in developed markets, focused on seven key sectors, where customer requirements tend to involve shorter-term, but often complex, projects and key events; and

§ Power Solutions: Providing power, heating and cooling focused on seven key sectors across emerging markets for customers with generally longer-term power needs

o Industrial: Comprises medium-term projects for industrial customers, as well as shorter-term rental contracts; and

o Utility: Longer-term projects providing power to national utility customers.

Demand for electricity will continue to grow, driven by population growth and electrification. However, the climate imperative and availability of new technology is changing the way in which electricity is generated, distributed, consumed, stored and monitored, making it more complex with a requirement for lower carbon.

As such, in November 2020, Aggreko announced its energy transition strategy to ensure that as a global leader in the supply of mobile modular energy solutions, Aggreko remains well positioned to lead and benefit from the energy transition. In that announcement, Aggreko: (a) set out its commitments to: (i) reduce diesel fuel used in customer solutions by 50% by 2030; and (ii) be net zero by 2050 for Aggreko and the services it provides; and (b) laid out its strategic plan to invest to deliver profitable growth into the future.  

For the year ended 31 December 2020, Aggreko reported consolidated revenue of £1,365 million; operating profit of £136 million; profit before tax of £102 million; diluted earnings per share of 21.8 pence and a dividend per share of 15.0 pence. Aggreko is headquartered in Glasgow, United Kingdom and listed on the London Stock Exchange with a market capitalisation of £1.6 billion as of 4 February 2021 (being the last business day before the commencement of the Offer Period). 

9          Financing

The cash consideration payable to the Aggreko Shareholders under the terms of the Acquisition will be financed by a combination of equity to be invested by funds managed by I Squared Capital and TDR Capital and debt to be provided under a senior term, revolving and bridge facilities agreement dated on or around the date of this Announcement entered into between, amongst others, Barclays, Bank of America Europe Designated Activity Company, Deutsche Bank Securities Inc., Deutsche Bank, Goldman Sachs International and Banco Santander S.A., London Branch as mandated lead arrangers and Barclays as interim facility agent.

Morgan Stanley and Barclays, each in its capacity as financial adviser to Bidco, are satisfied that the resources available to Bidco are sufficient to satisfy in full the cash consideration payable to the Aggreko Shareholders under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

10        Management, employees, research and development and locations

As set out in paragraph 3 (Background to and reasons for the Acquisition), Bidco considers that Aggreko has the capabilities and innovation required to facilitate the transition towards a low-carbon emission business through clean technology investment. Bidco believes that I Squared Capital and TDR Capital's expertise in the power infrastructure and equipment rental sectors make them ideally placed to support Aggreko to capitalise on the growth and investment opportunities created by this transition under private ownership.

Bidco holds the Aggreko management team in high regard and values their operational expertise and experience.  Bidco supports management's strategy for repositioning Aggreko's fleet and plans to accelerate the implementation of this strategy following completion of the Acquisition. Bidco intends to work with the management and employees of Aggreko to support the business with a view to providing attractive and sustained growth and development opportunities for Aggreko's stakeholders as well as cleaner, more sustainable solutions for its customers.

Prior to this Announcement, consistent with market practice, Bidco has been granted access to Aggreko's senior management for the purposes of confirmatory due diligence. However, Bidco has not yet had access to sufficiently detailed information to formulate specific plans regarding the impact of the Acquisition on the Aggreko Group. 

Following completion of the Acquisition, Bidco intends to conduct a comprehensive and extensive six-month review of management's existing five-year business plan and the efficiency of Aggreko's operations across the 79 geographies in which it currently operates, in order to determine how its short and long-term objectives can be best delivered. While no decisions have yet been made by Bidco in relation to specific actions that may be taken following such review, and no detailed discussions have yet been held between Bidco and Aggreko in this regard, it is possible that the conclusions of the review could result in some headcount reduction, such as may arise in connection with any operational and administrative restructuring following completion of the Acquisition, investments and/or divestments of assets or operations in certain countries. 

In addition, the proposed de-listing of Aggreko Shares from the London Stock Exchange and re-registration of Aggreko as a private limited company (as further described in paragraph 13 below) will mean that certain functions relating to Aggreko's status as a public listed company are no longer required.

Any reduction in headcount arising from functions relating to Aggreko's status as a public company no longer being required and, if implemented, any additional headcount reduction following the six-month review, is not expected to be material in the context of the Aggreko Group's global workforce and would be at least partially offset by new job opportunities created by the clean energy transition and Aggreko's future business growth. In addition, any headcount reduction would be subject to applicable informing and consulting requirements and conducted in accordance with applicable law.

Employees and management

Bidco attaches great importance to the skill and experience of Aggreko's management and employees and recognises that the employees and management of the Aggreko Group will be key to its future success. Except as set out in this Announcement, Bidco does not have any intention of making any material changes to the conditions of employment or to the balance of the skills and functions of the Aggreko Group's employees or management.

It is intended that, upon completion of the Acquisition, each of the non-executive members of the Aggreko Board shall resign from his or her office as a director of Aggreko.

Existing rights and pensions

Bidco confirms that, following the Scheme becoming effective, the existing contractual and statutory employment rights, including in relation to the Aggreko Group's pension schemes, of all Aggreko management and employees will be fully safeguarded in accordance with applicable law.

Aggreko's UK defined benefit pension scheme is well-funded and as at 31 December 2020 was in surplus on an IAS 19 basis. This defined benefit pension scheme is closed to new members and future accruals. Bidco does not intend to make any changes to the current employer pension contribution arrangements, the accrual of benefits for existing members or the rights of admission of new members.

Management incentivisation arrangements

Bidco has not entered into, and has not discussed any form of incentivisation arrangements with, members of Aggreko's management. Bidco is expected to put in place certain incentive arrangements for the management of Aggreko following completion of the Acquisition.

Research and development

Bidco understands the importance of R&D to Aggreko's ability to facilitate the transition towards a low-carbon emission business through clean technology investment and to provide cleaner and more sustainable energy solutions to its customers and end users. Bidco therefore intends for Aggreko to maintain a level of expenditure on research and development consistent with its past practice.

Headquarters, locations and fixed assets

Following the Acquisition, Bidco intends that Aggreko will continue to operate as a standalone business group. Subject to the outcome of its strategic review to be undertaken following completion of the Acquisition, Bidco has no plans to undertake any material restructurings or change in the locations of Aggreko's places of business. Bidco has no plans to change the location or functions of Aggreko's headquarters in Glasgow.

Bidco intends to maintain and, where practicable, accelerate the Aggreko Group's existing strategy of repositioning its fleet to facilitate the transition towards a low-carbon business. Save as driven by this transition and excluding periodic ordinary course redeployment consistent with past practice according to business demand, no significant changes are envisaged by Bidco with respect to the redeployment of Aggreko's fixed asset base.

Trading Facilities

Aggreko Shares are currently listed on the Official List and admitted to trading on the London Stock Exchange. As set out in paragraph 13, applications will be made for the cancellation of the listing of Aggreko Shares on the Official List and the cancellation of trading of the Aggreko Shares on the London Stock Exchange.

11        Offer-related Arrangements

Confidentiality Agreement

On 2 February 2021, I Squared Capital Advisors (UK) LLP, TDR Capital and Aggreko entered into the Confidentiality Agreement in relation to the Acquisition, pursuant to which, amongst other things, I Squared Capital (UK) LLP and TDR Capital gave certain undertakings to: (a) subject to certain exceptions, keep information relating to Aggreko and the Acquisition confidential and not to disclose it to third parties; and (b) use such confidential information only in connection with the Acquisition.  These confidentiality obligations will remain in force until the earlier of 2 February 2023 and completion of the Acquisition by Bidco.

Cooperation Agreement

Pursuant to the Cooperation Agreement, Bidco and Aggreko have, amongst other things, each agreed to: (i) cooperate in relation to obtaining all approvals, consents, clearances, permissions, confirmations, comfort letters and waivers, making all filings and ensuring that all waiting periods have expired, from or under any applicable laws, regulations or practices applied by any applicable regulatory authority, as are necessary and/or expedient to enable the Effective Date to occur by the Long Stop Date and/or to satisfy Condition 2; and (ii) cooperate in preparing and implementing appropriate proposals in relation to the Aggreko Share Plans. In addition, Bidco has agreed to certain provisions if the Scheme should switch to an Offer.

The Cooperation Agreement will terminate in certain circumstances, including if the Acquisition is withdrawn, terminated or lapses prior to the Long Stop Date, a competing offer completes, becomes effective or is declared unconditional in all respects, or if prior to the Long Stop Date any Condition has been invoked by Bidco (where the invocation is permitted by the Panel), if the Aggreko Directors withdraw their recommendation of the Acquisition or if the Scheme does not become effective in accordance with its terms by the Long Stop Date or otherwise as agreed between Bidco and Aggreko in writing.

Pursuant to the terms of the Cooperation Agreement, Bidco undertakes that it will deliver a notice in writing to Aggreko on the business day prior to the Scheme Court Hearing confirming either: (i) the satisfaction or waiver of the Conditions (other than Condition 1.3); or (ii) to the extent permitted by the Panel, that it intends to invoke one or more Conditions.

12        Structure of the Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Aggreko and the Scheme Shareholders, under Part 26 of the Companies Act.  The purpose of the Scheme is to provide for Bidco to become the owner of the entire issued, and to be issued, ordinary share capital of Aggreko.  Under the Scheme, the Acquisition will be achieved by the transfer of the Scheme Shares by the Scheme Shareholders to Bidco in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above.  The procedure involves, among other things, a petition by Aggreko to the Court to sanction the Scheme.

The Acquisition is subject to the Conditions and certain further terms referred to in Schedule 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document, and will only become Effective if, among other things, the following events occur on or before the Long Stop Date (or such later date as Bidco and Aggreko may, with the consent of the Panel, agree and, if required, the Court may approve):

·    a resolution to approve the Scheme is passed by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Court Meeting, either in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof);

·    the Resolution(s) necessary to implement the Scheme is/are passed by the requisite majority of Aggreko Shareholders at the General Meeting (which will require the approval of Aggreko Shareholders representing at least 75 per cent. of the votes cast at the General Meeting either in person or by proxy);

·    following the Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and Aggreko); and

·    following such sanction, an office copy of the Scheme Court Order is delivered to the Registrar of Companies.

Upon the Scheme becoming Effective: (i) it will be binding on all Aggreko Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Aggreko Shares will cease to be valid and entitlements to Aggreko Shares held within the CREST system will be cancelled.

Any Aggreko Shares issued before the Scheme Record Time will be subject to the terms of the Scheme.  The Resolution(s) to be proposed at the General Meeting will, amongst other matters, provide that the Articles be amended to incorporate provisions requiring any Aggreko Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities).  The provisions of the Articles (as amended) will avoid any person (other than Bidco and its nominees) holding Aggreko Shares after the Effective Date.

If the Scheme does not become Effective on or before the Long Stop Date, it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting.  The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Aggreko Shareholders.  It is expected that the Scheme Document, together with the Forms of Proxy, will be published within 28 days of this Announcement (unless the Panel agrees otherwise).  Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective in the summer of 2021.  An expected timetable of events will be included in the Scheme Document.

13        Delisting, Cancellation of trading and re-registration

It is intended that the London Stock Exchange and the FCA will be requested respectively to cancel trading in Aggreko Shares on the London Stock Exchange's market for listed securities and the listing of the Aggreko Shares from the Official List, in each case, to take effect on or shortly after the Effective Date.

It is expected that the last day of dealings in Aggreko Shares on the Main Market of the London Stock Exchange will be the business day immediately prior to the Effective Date and no transfers will be registered after 6.00 p.m. (London time) on that date.

It is intended that Aggreko be re-registered as a private limited company as part of the Scheme and for this to take effect as soon as practicable on or following the Effective Date.

14        Aggreko deferred shares

Aggreko has in issue 592,366,393,475 Aggreko Deferred Shares which are not listed on the FCA's Official List or traded on the London Stock Exchange and do not constitute "equity share capital" for the purposes of the Code.  Accordingly, with the Panel's confirmation, no separate offer is being made for the Aggreko Deferred Shares.

On or as soon as reasonably practicable following the Effective Date, Bidco intends to procure the transfer of the Aggreko Deferred Shares by Aggreko to Bidco in accordance with the transfer provisions set out in the Articles.

15        Disclosure of interests in Aggreko relevant securities

Except for the irrevocable commitments referred to in paragraph 6, as at the date of this Announcement neither Bidco, nor any director of either of Bidco, nor, as far as Bidco is aware, any person acting in concert (within the meaning of the Code) with Bidco:

·    has any interest in, or right to subscribe for, any relevant securities of Aggreko; nor

·    has any short position in relevant securities of Aggreko, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of relevant securities of Aggreko; nor

·    has borrowed or lent any relevant securities of Aggreko or entered into any financial collateral arrangements relating to relevant securities of Aggreko; nor

·    is party to any dealing arrangement of the kind referred to in Note 11 on the definition of acting in concert in the Code in relation to relevant securities of Aggreko.

'Interests in securities' for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities).  In particular, a person will be treated as having an 'interest' by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

16        Overseas shareholders

The availability of the Acquisition or the distribution of this Announcement to Aggreko Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction.  Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.  Aggreko Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities.  Aggreko Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been published.

17        Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time) on the business day following this Announcement, be published on Aggreko's website at www.plc.aggreko.com and Bidco's website at www.albionoffer.com until the Effective Date:

·    this Announcement;

·    the irrevocable undertakings referred to in paragraph 6;

·    the agreement entered into for the financing of the Acquisition referred to in paragraph 9;

·    the Confidentiality Agreement referred to in paragraph 11; and

·    the Cooperation Agreement referred to in paragraph 11.

The contents of Aggreko's website and Bidco's website are not incorporated into and do not form part of this Announcement.

18        General

Bidco reserves the right to elect (with the consent of the Panel and subject to the terms of the Cooperation Agreement) to implement the acquisition of the Aggreko Shares by way of an Offer as an alternative to the Scheme.  In such event, the Offer will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Scheme.

The Acquisition will be made on the terms and subject to the Conditions and further terms set out in Schedule 1 to this Announcement.  The sources of information and bases of calculations contained in this Announcement are set out in Schedule 2 to this Announcement.  A summary of the irrevocable undertakings is contained in Schedule 3 to this Announcement.  Certain terms used in this Announcement are defined in Schedule 4 to this Announcement.

Morgan Stanley, Barclays, Deutsche Bank AG, London Branch, Goldman Sachs International, J.P. Morgan Cazenove, Merrill Lynch International, Centerview Partners, Citi and Jefferies have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Enquiries

Kirkland & Ellis International LLP is acting as legal adviser to I Squared Capital, TDR Capital and Bidco.

Slaughter and May is acting as legal adviser to Aggreko and Dickson Minto W.S. is acting as legal adviser to Aggreko on matters of Scots law.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an 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, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Aggreko in any jurisdiction in contravention of applicable law.  The Acquisition will be implemented solely by means of the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document), which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Acquisition.  Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document (or, if the Acquisition is implemented by way of an Offer, the offer document).  This Announcement does not constitute a prospectus, prospectus equivalent document or an exempted document.

Morgan Stanley, which is authorised and regulated by the PRA and authorised by the FCA, is acting as financial adviser to Bidco and no-one else in connection with the matters described in this Announcement and will neither be responsible to anyone other than Bidco for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the subject matter of this Announcement or any other matter referred to herein.

Barclays, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Bidco and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Barclays nor for providing advice in relation to the subject matter of this Announcement or any other matter referred to in this Announcement. In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, Barclays and its affiliates will continue to act as exempt principal trader in Aggreko securities on the London Stock Exchange. These purchases and activities by exempt principal traders which are required to be made public in the United Kingdom pursuant to the Code will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Deutsche Bank AG is a joint stock corporation incorporated with limited liability in the Federal Republic of Germany, with its head office in Frankfurt am Main where it is registered in the Commercial Register of the District Court under number HRB 30 000. Deutsche Bank AG is authorised under German banking law. The London branch of Deutsche Bank AG is registered in the register of companies for England and Wales (registration number BR000005) with its registered address and principal place of business at Winchester House, 1 Great Winchester Street, London EC2N 2DB. Deutsche Bank AG is authorised and regulated by the European Central Bank and the German Federal Financial Supervisory Authority (BaFin). With respect to activities undertaken in the UK, Deutsche Bank AG is authorised by the PRA with deemed variation of permission. It is subject to regulation by the FCA and limited regulation by the PRA. Details about the Temporary Permissions Regime, which allows EEA-based firms to operate in the UK for a limited period while seeking full authorisation, are available on the FCA's website. Deutsche Bank AG, London Branch ("Deutsche Bank") is acting exclusively as financial adviser to Bidco and no-one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Deutsche Bank nor for providing advice in connection with the subject matter of this Announcement or any other matter referred to herein.

Goldman Sachs International ("Goldman Sachs"), which is authorised in the United Kingdom by the PRA and regulated in the United Kingdom by the PRA and the FCA, is acting exclusively for Bidco and no one else in connection with the matters set out in this Announcement. Goldman Sachs will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Goldman Sachs nor for providing advice in relation to any matter referred to herein.

 J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA, is acting as financial adviser exclusively to Bidco and no-one else in connection with the Acquisition and will not regard any other person as its client in relation to the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the Acquisition or any other matter or arrangement referred to herein.

Merrill Lynch International ("BofA Securities") which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the FCA and the Prudential Regulation Authority, is acting exclusively for Bidco and no one else in connection with the matters described herein and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of BofA Securities nor for providing advice in relation to the matters referred to herein. In accordance with the Code, normal United Kingdom market practice and Rule 14e-5(b) of the Exchange Act, BofA Securities and its affiliates will continue to act as exempt principal trader in Aggreko securities on the London Stock Exchange. These purchases and activities by exempt principal traders will, to the extent required, be made public in the United Kingdom pursuant to the Code and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com. This information will also, to the extent required, be publicly disclosed in the United States to the extent that such information is made public in the United Kingdom.

Centerview Partners UK LLP ("Centerview Partners"), which is authorised and regulated by the FCA, is acting exclusively as financial adviser to Aggreko and no one else in connection with the matters described in this Announcement and will not be responsible to anyone other than Aggreko for providing the protections afforded to clients of Centerview Partners nor for providing advice in connection with the matters referred to herein.  Neither Centerview Partners nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Centerview Partners in connection with this Announcement, any statement contained herein, the Acquisition or otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Aggreko and no one else in connection with the Acquisition and will not be responsible to anyone other than Aggreko for providing the protections afforded to clients of Jefferies nor for providing advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Jefferies nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Citigroup Global Markets Limited ("Citi"), which is authorised by the PRA and regulated in the UK by the FCA and the PRA, is acting as joint financial adviser for Aggreko and for no one else in connection with the matters set out in this Announcement and will not be responsible to anyone other than Aggreko for providing the protections afforded to clients of Citi nor for providing advice in connection with the matters set out in this Announcement. Neither Citi nor any of its affiliates, directors or employees owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, consequential, whether in contract, in tort, in delict, under statute or otherwise) to any person who is not a client of Citi in connection with the matters set out in this Announcement or any other matter or arrangement referred to herein.

Overseas jurisdictions

The availability of the Acquisition to Aggreko Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens.  Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions.  In particular, the ability of persons who are not resident in the UK to vote their Aggreko Shares with respect to the Scheme at the Court Meeting, or to appoint another person as proxy to vote at the Court Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to overseas shareholders will be contained in the Scheme Document. 

The release, publication or distribution of this Announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves of, and observe, any applicable legal or regulatory requirements.  Any failure to comply with such requirements may constitute a violation of the securities laws of any such jurisdiction.  To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person.  This Announcement has been prepared for the purposes of complying with English and Scots law, the UK Listing Rules, the rules of the London Stock Exchange 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 of the UK.

Copies of this Announcement and the formal documentation relating to the Scheme and the Acquisition will not be and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction or any jurisdiction where to do so would violate the laws of that jurisdiction, and persons receiving such documents (including, without limitation, agents, custodians, nominees and trustees) must not, directly or indirectly, mail or otherwise forward, distribute or send them in or into or from any such jurisdiction.  If the Acquisition is implemented by way of an Offer (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 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.

US Holders

US Holders should note that the Acquisition relates to the securities of a Scottish company, is subject to UK disclosure requirements and practices (which are different from those of the US) and is proposed to be implemented by means of a scheme of arrangement under Scottish law.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Exchange Act of 1934. Accordingly, the Acquisition and the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which are different from the disclosure requirements of the US tender offer and proxy solicitation rules.  The financial information included in this Announcement and the Scheme Document has been or will have been prepared in accordance with IFRS, and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.  However, if, in the future, Bidco were to exercise its right to implement the Acquisition of the Aggreko Shares by way of an Offer, such Offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws.  Each Aggreko Shareholder is urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Bidco and Aggreko are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US.  US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws.  Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

To the extent permitted by applicable law, in accordance with normal UK market practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or their brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Aggreko Shares outside of the US, other than pursuant to the Acquisition, until the date on which the Acquisition becomes effective, lapses or is otherwise withdrawn.  These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Bidco and Aggreko contain statements which are, or may be deemed to be, "forward-looking statements".  Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Bidco and Aggreko about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements.

The forward-looking statements contained in this Announcement include statements relating to the expected effects of the Acquisition on Bidco and Aggreko, the expected timing and scope of the Acquisition and other statements other than historical facts.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved.  Although Bidco and Aggreko believe that the expectations reflected in such forward-looking statements are reasonable, Bidco and Aggreko can give no assurance that such expectations will prove to be correct.  By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future.  There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements.

These factors include, but are not limited to: the ability to complete the Acquisition; the ability to obtain requisite regulatory and shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; as future market conditions, changes in general economic and business conditions, the behaviour of other market participants, the anticipated benefits from the proposed transaction not being realised as a result of changes in general economic and market conditions in the countries in which Bidco and Aggreko operate, weak, volatile or illiquid capital and/or credit markets, changes in tax rates, interest rate and currency value fluctuations, the degree of competition in the geographic and business areas in which Bidco and Aggreko operate and changes in laws or in supervisory expectations or requirements.  Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.  Such forward-looking statements should therefore be construed in the light of such factors.  Neither Bidco nor Aggreko, nor any of their respective associates or directors, officers or advisers, 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.  You are cautioned not to place any reliance on these forward-looking statements.  Other than in accordance with their legal or regulatory obligations, neither Bidco nor Aggreko is under any obligation, and Bidco and Aggreko expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast, profit estimate or quantified benefits statement for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share for Bidco or Aggreko, as appropriate, for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Bidco or Aggreko, as appropriate.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in one 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 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 one 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(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 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.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this Announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Aggreko's website at www.plc.aggreko.com and Bidco's website at www.albionoffer.com by no later than 12 noon (London time) on the business day following this Announcement.  For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this Announcement.

Requesting hard copy documents

Aggreko Shareholders may request a hard copy of this Announcement by: (i) writing to Link Group at The Registrar, 10th Floor, Central Square, 29 Wellington Street, Leeds, LS1 4DL, United Kingdom; (ii) by email to enquiries@linkgroup.co.uk; or (iii) by calling +44 (0)371 664 0300.  Calls are charged at the standard geographic rate and will vary by provider.  Calls outside the United Kingdom are charged at the applicable international rate.  Lines are open between 9:00 a.m. to 5:30 p.m., Monday to Friday excluding public holidays in England and Wales.  For persons who receive a copy of this Announcement in electronic form or via a website notification, a hard copy of this Announcement will not be sent unless so requested.  You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

Electronic communications

Please be aware that addresses, electronic addresses and certain other information provided by Aggreko Shareholders, persons with information rights and other relevant persons for the receipt of communications from Aggreko may be provided to Bidco during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.11(c).

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 figures that precede them.