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

FOR IMMEDIATE RELEASE

15 February 2023

RECOMMENDED CASH ACQUISITION

for

Crestchic plc ("Crestchic" or the "Company")

by

Aggreko Limited
("Aggreko")

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

Satisfactions of the NSIA condition and Timetable

On 8 December 2022, the boards of Aggreko and Crestchic announced that they had reached agreement on the terms and conditions of a recommended cash offer pursuant to which Aggreko will acquire the entire issued and to be issued ordinary share capital of Crestchic (the "Acquisition").

The Acquisition is to be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"). Full details of the Acquisition were sent to the shareholders of Crestchic in the circular dated 22 December 2022 (the "Scheme Document"). Capitalised terms used and not defined in this announcement have the meanings given to them in the Scheme Document.

The Acquisition is subject to the Conditions set out in Part III of the Scheme Document, including obtaining confirmation that no action will be taken under the UK National Security and Investment Act 2021 which would prevent completion of the Acquisition, as described in paragraph 3.1 of Section A of Part 3 of the Scheme Document (the "NSIA Condition"). Crestchic and Aggreko are pleased to confirm that the NSIA Condition has now been satisfied.

Next steps and timetable

As previously announced, Conditions 2.1, 2.2 and 3.2 (as set out in Part 3 of the Scheme Document) have been satisfied. The Scheme remains subject to the satisfaction or (where applicable) waiver of the remaining Conditions and further terms set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing and delivery of a copy of the Court Order to the Registrar of Companies. 

The Court Sanction Hearing, at which the Court will be asked to sanction the Scheme, is expected to take place on 20 February 2023.

Subject to the Scheme receiving the sanction of the Court and the delivery of a copy of the Court Order to the Registrar of Companies, the Scheme is expected to become effective on 22 February 2023.

The expected timetable of principal events is set out below.

 All references to times in this Announcement are to London, United Kingdom times unless stated otherwise.

A further announcement will be made when the Scheme becomes Effective.

For further information please call:

IMPORTANT NOTICES

Smith Square Partners, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Crestchic and no one else in connection with the Offer and will not be responsible to anyone other than Crestchic for providing the protections afforded to clients of Smith Square Partners, or for providing advice in connection with the Offer or any matter referred to herein. Neither Smith Square 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 Smith Square Partners in connection with this announcement, any statement contained herein or otherwise.

Shore Capital, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Crestchic and no one else in connection with the Offer and will not be responsible to anyone other than Crestchic for providing the protections afforded to clients of Shore Capital, or for providing advice in connection with the Offer or any matter referred to herein. Neither Shore Capital 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 Shore Capital in connection with this announcement, any statement contained herein or otherwise.

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 in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely through the Scheme Document and the accompanying Forms of Proxy (or by any other document by which the Offer is made), which will together contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the Scheme Document or any document by which the Offer is made.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with English law and City Code on Takeovers and Mergers (the "Code") and 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 England.  Nothing in this Announcement should be relied on for any other purpose.

Overseas jurisdictions

The release, publication or distribution of this Announcement in or into certain jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore any persons into whose possession this Announcement comes should inform themselves of and observe such restrictions.  Further details in relation to the Overseas Shareholders are contained in the Scheme Document.  Any failure to comply with any such restrictions 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 Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Unless otherwise determined by Aggreko or required by the Code, and permitted by applicable law and regulation, the Offer shall not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such means from within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this Announcement and all documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this Announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.

The availability of the Offer to Target Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident.  Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Offer shall be subject to the applicable requirements of the Takeover Code, the Panel, the London Stock Exchange, the Financial Conduct Authority the AIM Rules and the Registrar of Companies.

Forward‑Looking Statements

This Announcement contains statements about Aggreko and Crestchic that are or may 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 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. All statements, other than statements of historical facts, may be forward‑looking statements. Often, but not always, forward‑looking statements can be identified by the use of forward‑looking words such as "targets", "plans", "prepares", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost‑saving", "projects", "goal" or "strategy" or, "does not expect", "is expected", "is subject to", "budget", "projects", "scheduled", "forecasts", "intends", "cost-saving", "intends", "anticipates" or "does not anticipate", 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. Forward‑looking statements may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Aggreko's or Crestchic's operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Aggreko's or Crestchic's business.

These forward‑looking statements are not guarantees of future performance. Such forward‑looking statements involve known and unknown 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. All subsequent oral or written forward‑looking statements attributable to Aggreko or Crestchic or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Except as required by applicable law or regulatory obligation, Aggreko and Crestchic disclaim 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.

No Profit Forecasts or Estimates

No statement in this Announcement is intended as a profit forecast or 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 Crestchic for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share for Crestchic.

Disclosure requirements of the Takeover 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 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (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 p.m. (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.

Publication on a website

In accordance with Rule 26.1 of the Code, a copy of this announcement and the documents required to be published pursuant to Rule 26 of the Code will be made available, free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on the Company's website (www.crestchicplc.com) no later than 12 noon (London time) on 16 February 2023. The content of the website referred to in this announcement and any websites accessible from hyperlinks on these websites are not incorporated into and do not form part of this announcement.

Right to receive documents in hard copy form

Any person entitled to receive a copy of documents, announcements and information relating to the Offer is entitled to receive such documents in hard copy form free of charge.  A person may also request that all future documents, announcements and information in relation to the Offer are sent to them in hard copy form.

A hard copy of this Announcement may be requested by contacting Crestchic's Registrar's on 0371 664 0321. Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. The helpline is open between 9:00 a.m. and 5:30 p.m., Monday to Friday excluding public holidays in England and Wales.  Please note that the Company's Registrars cannot provide any financial, legal or tax advice and calls may be recorded and monitored for security and training purposes.