Common use of Background to and reasons for the Offer Clause in Contracts

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 ser ices 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 en ironmenta 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.

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 ser ices 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 en ironmenta 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.