Algeco Scotsman Global S.à. r.l. 20, rue Eugène Ruppert, L-2453 Luxembourg. January 25, Information Release. Introduction

Transcription

1 Algeco Scotsman Global S.à. r.l. 20, rue Eugène Ruppert, L-2453 Luxembourg January 25, 2018 Information Release Introduction Algeco Scotsman Global S.à. r.l. ( A/S Global ) provides the information release attached as Annex A hereto (the Information Release ) which contains an update on the financial performance of the Group (as defined herein) and certain other information. Unless otherwise stated, all references to we, us, our or the Group in respect of historical financial information in this Information Release in the context of financial information are to A/S Global and its consolidated subsidiaries or Algeco Scotsman Investments B.V. (the Company ), which is a new holding company we expect to insert into our Group below A/S Global, and its consolidated subsidiaries, as the context requires. This Information Release or any part of it is for informational purposes only and does not constitute, and should not be construed as, part of any offer or invitation to sell, or any solicitation of any offer to purchase or subscribe for, any securities in the Group, and it is not intended to provide the basis of any investment decision nor does it nor is it intended to form the basis of any contract for acquisition of or investment in the Group, financial promotion, or any offer or invitation in relation to any acquisition of or investment in the Group in any jurisdiction, nor should it be considered as legal, financial or tax advice in relation to the same. This announcement may constitute a public disclosure of inside information by the Group under Regulation (EU) 596/2014 (16 April 2014). This Information Release contains and refers to certain forward-looking statements with respect to the Group s financial condition, results of operations and business. Forward-looking statements are statements of future expectations that are based on management s current expectations and assumptions and involve known and unknown risks and uncertainties. The following cautionary statements identify important factors that could cause our actual results to differ materially from those projected in the forward-looking statements made in this Information Release. Any statements about our expectations, hopes, beliefs, plans, objectives, inventions, strategies, assumptions or future events or performance are not historical facts and may be forward-looking. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. In particular, under Summary Historical and Unaudited Pro Forma Financial and Other Information, we present certain estimates regarding our Run-Rate Adjusted EBITDA. These statements are often, but not always, made through the use of words or phrases such as aim, anticipated, are expected to, assume, believe, could, estimated, expects, forecast, intend, may, might, outlook plans, possible, potential, predicted, projection seek, should, will, will likely result, will continue, would and similar expressions. However, the absence of these words does not mean that a statement is not forward-looking. These statements involve estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in them. Any forward-looking statements are qualified in their entirety by reference to the factors discussed throughout this Information Release. Thre are important risks, uncertainties and other factors that could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made in this Information Release by us or on our behalf. Therefore, you should not place undue reliance on any of these forward-looking statements. Furthermore, any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. New factors will emerge in the future, and it is not possible for us to predict such factors. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements. All future written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section and contained in the Group s latest annual report and the Group s financial report for the nine months ended 2017, each of which is available on the Group s website, including the cautionary statements set forth under the section Algeco Scotsman

2 Global S.à r.l. Management s Discussion and Analysis of Financial Condition and Results of Operations Risk Factors thereof. In light of these risks, our results could differ materially from the forward-looking statements contained in this Information Release. None of the information contained on the Group s website is incorporated by reference into or otherwise deemed to be linked to this Information Release. You are reminded that past financial performance is not a reliable indicator of any potential future performance, and prospective and current investors are solely responsible for making their own independent appraisal of and investigations into the financial and other information presented in this Information Release. No member of the Group assumes any obligation to review or confirm analyst expectations or estimates. Nothing in this Information Release constitutes investment advice. This Information Release uses certain defined terms. See Defined Terms for a detailed explanation of these definitions.

3 ANNEX A INFORMATION RELEASE

4 SUMMARY Capitalized terms used but not defined in this summary are defined elsewhere in this Information Release. Investors should consider this Information Release in its entirety. This summary contains forward-looking statements that contain risks and uncertainties. Our actual results may differ significantly from future results as a result of such risks and other factors. Overview We provide modular space, portable storage and remote accommodation business solutions and are the market leader in Europe, North America and APAC based on installed fleet base. As of 2017, our fleet had a pro forma gross book value of approximately $2.4 billion comprised of approximately 245,000 modular space and portable storage units and approximately 11,400 remote accommodation rooms. We currently serve our approximately 40,600 customers through an extensive network of 165 branches and depots and 22 camps and lodges across nineteen countries in Europe, three countries in APAC and two countries in North America. Through our recognized brands, namely Algeco, Elliott and A1 Container in Europe, Target Logistics in North America and Ausco, Portacom and Algeco Chengdong in APAC, we believe that we hold a #1 or #2 market position in terms of installed fleet base in each of the key markets in which we operate. We further enhanced our platform in December 2017 through our strategic acquisitions of Touax and Iron Horse Ranch. The Touax acquisition strengthens Algeco s position as the market leader in Europe. The Iron Horse Ranch acquisition solidifies Target Logistics position as the single largest provider of workforce housing in the United States. We are continuing to integrate these businesses with the goal of realizing meaningful synergies from each. Our core product offering provides our customers with flexible, low cost, high quality and timely solutions to meet their space and remote accommodation needs. Modular space units are structures designed to create single or multi-story whole building solutions in deliverable modular sections and can be permanent or relocatable. Portable storage units are former shipping containers typically used for secure and portable storage space. Remote accommodation facilities are residential structures, typically resembling full suite hotel-like rooms and utilized for workforces in remote locations. Our expansive geographic footprint and market leadership positions provide for cost-effective, local support to our customers, while also allowing us to realize economies of scale and address the needs of a breadth of customers ranging from large national accounts to small local businesses. We lease our modular space and portable storage units and remote accommodation rooms to customers in diverse end-markets, including, among others, construction, industries and services, public administration and energy and natural resources, depending on the product, service and operating region. Common uses or applications for our units include, among other things, classrooms, temporary and permanent office space, including construction site offices and sales offices, accommodation/sleeper units, work camp products and special events headquarters. As our fleet comprises standardized and highly versatile units, we are able to quickly and efficiently repurpose and modify our units to different customer specifications. Our primary revenue streams are generated by (i) leasing our fleet of modular and portable storage units; (ii) leasing or selling value-added products and services ( VAPS 360 ), such as steps, ramps, furniture, fire extinguishers, air conditioning, wireless internet access points, damage waivers and extended warranties; (iii) providing remote facility management solutions to customers working in remote environments through turnkey lodging, catering, transportation, security and logistical services; and (iv) delivery and installation ( D&I ) for our fleet, including transport, delivery, installation and removal services, which collectively comprise our core leasing and services businesses. The balance of our revenue is generated by our complementary unit sales businesses under which we sell both new and used modular space and portable storage units. Our unit sales businesses comprise an important element of our business model, allowing us to manage the quality, average age and geographic distribution of our lease fleet while maintaining high sales margins and a flexible capital expenditure profile. We continue to seek opportunities to further serve as a one-stop shop for our customers while optimizing our offering portfolio, profitability and lease economics through our ongoing commercial, procurement and lean operating initiatives. The following charts illustrate the breakdown of our fleet s pro forma gross book value between modular space and portable storage units and remote accommodation rooms as of 2017, our pro forma Adjusted Gross Profit of our core leasing and services business and complementary unit sales businesses and our pro forma revenue by geography and end-market for the LTM ended The following data has been presented on a pro forma basis to give effect to the WSII Disposal and, with respect to fleet breakdown by pro forma gross book value, the Acquisitions:

5 Fleet Breakdown by Pro Forma Gross Book Value Pro Forma Adjusted Gross Profit and Pro Forma Adjusted Gross Profit Margin Breakdown between Core and Complementary Businesses (1) Pro Forma Gross Book Value: $2.4 billion Pro Forma Adjusted Gross Profit: $483.4 million Pro Forma Adjusted Gross Profit Margin: 45.6% Pro Forma Revenue Breakdown by Geography Pro Forma Revenue Breakdown by End-Market Pro Forma Revenue: $1,059.1 million (1) Modular space leasing includes modular space and portable storage unit leasing and VAPS 360. For the LTM ended 2017, we generated pro forma revenue of $1,059.1 million, pro forma Adjusted Gross Profit of $483.4 million, pro forma Adjusted EBITDA of $239.9 million, a pro forma Adjusted EBITDA margin of 22.6% and Run-Rate Adjusted EBITDA of $330.0 million. See Summary Historical and Unaudited Pro Forma Financial and Other Information Other Pro Forma Financial Data.

6 Our Strengths We believe that the following strengths have been instrumental in our success and position us for future growth: Market Leader in Europe and APAC with Significant Scale Advantages and High Barriers to Entry. We are a market leader in the European and APAC modular space and portable storage industry, with #1 or #2 positions in terms of installed fleet base in all key markets. For example, we hold the #1 position in nine European countries, including Germany, France, the United Kingdom, Spain, Portugal, Russia, Poland, Czech Republic and Belgium. During the LTM ended 2017, our top three European markets, France, Germany and the United Kingdom, generated 83.4% of our pro forma revenue in Europe. Across our European business, which has been strengthened by the Touax acquisition, we have the largest installed fleet base in the region, comprising approximately 225,000 modular space and portable storage units, which is more than four times larger than our closest European competitor and thus supports our top market share positions by fleet size and offers significant scale advantages over our competitors. Our market share by fleet size in Germany is approximately double that of our nearest competitors, our market share by fleet size in the Czech Republic is four times greater than the second-ranking participant and our market share by fleet size in Poland is more than three times greater than the second-largest participant. Within APAC, through Portacom, we are the only national provider in New Zealand and have a fleet approximately five times larger than the next largest supplier. We have developed our leading market positions by leveraging our extensive branch and depot network, diverse fleet, technical and multinational regulatory expertise, significant capital investment capacity, operational capabilities, offering portfolio and strong brand awareness among our customers, which we believe allow us to further uphold high barriers to entry for competitors in our markets. The cost-advantage and reputation that come with our leading market positions also allow us to drive pricing trends in our core markets. Our large fleet and global operational footprint give us the flexibility to swiftly redeploy the fleet across geographies to take advantage of peaks in demand without new capital expenditure. Our extensive scale further enables significant purchasing efficiencies and allows us to attract and retain talent and implement industry leading technology tools and process, resulting in significant operational benefits, such as the optimization of fleet yield and utilization, efficient capital allocation, and superior customer service and project management capabilities, including through lower transportation costs and shorter delivery and maintenance times compared to our competitors. Our focus on superior customer service also enables us to create long term relationships with our customers, many of which extend their lease terms or enter into future contracts with us, including when we have increased our pricing in line with customer demand. Customer, End-Market and Geographic Diversity. We believe that the diversity of our business reduces our exposure to changes related to any single customer, industry or geographic region, while providing significant opportunities to grow our business. We serve approximately 40,600 customers, ranging from large national accounts to small local businesses, with an average tenure of five years with us. Our top 20 leasing and services customers accounted for approximately 27% of our pro forma leasing and service revenue for the LTM ended 2017, with no customer accounting for more than 6% of pro forma leasing and service revenue during such period. Our customers operate in multiple end-markets, including, among others, construction, industries and services, public administration (government and education) and energy and natural resources. Our largest two end-markets, construction and industries and services, accounted for approximately 31% and 30%, respectively, of our pro forma revenue for the LTM ended Our different geographical operations also target different end-markets as part of our diversification strategy, where, for example, in the LTM ended 2017, our Europe operations generated 48% of its revenue from industries and services, 31% from construction, 18% from public administration and 3% from energy and natural resources; our North American operations generated 51% and 49% of its revenue from public administration (the government) and energy and natural resources end-markets, respectively; and our APAC operations generated 26% of its revenue from public administration, 27% from energy and natural resources, 47% from construction and 1% from industries and services. We achieve further diversification by typically being able to secure multiple contracts with the same customer, where we have different terms and counterparties per contract, which reduces our reliance on any one customer project. We also operate in 24 countries, with our top two countries, France and the United Kingdom, generating 39% of our pro forma total revenue and no one country generating more than 20% of our pro forma total revenue, in each case in the LTM ended We believe our geographic diversity has enabled us to capitalize on recent macroeconomic growth trends, including in core European markets, and presents us with significant growth opportunities, particularly in regions with significant residential and commercial construction needs. Fully Integrated Product and Service Offering with Customer Service Focus. We believe that the provision of modular space and portable storage solutions and remote accommodations is a service-oriented business that requires significant local market presence, large-scale infrastructure and a comprehensive portfolio of products and services. Customers seek to do business with providers that maintain a readily available, high quality fleet that meets varying requirements, and provide full-service offerings and capabilities. Our core businesses comprise modular space leasing (including unit leasing and VAPS 360 ), modular space delivery and installation and remote accommodations, but we also conduct complementary businesses, such as new unit sales and used unit sales. We have recently extended the applications for our modular space to classrooms, childcare facilities, offices and hospitals, to continue diversifying our end-markets and growing our value proposition for customers. In addition, our industry leading VAPS 360 portfolio now includes a

7 fully integrated offering for our customers, complementing their unit rentals with damage protection, energy services, equipment, personal care items, dining facilities, facility management, construction site equipment, wireless internet access and other IT services collectively designed to provide a comprehensive and positive customer experience. In addition to these services, we staff our branches with sales personnel who work directly with customers to define and solve their space and storage needs. We also maintain a full-service support staff at the local level to prepare units for lease, to deliver and return units and to maintain units while on lease. We have 583 sales and marketing personnel across our branches, depots, camps, lodges and corporate center. We believe that as a direct result of our extensive customer focus, our European customers, for example, extended their initial contract duration approximately 50% of the time, and approximately 66% of orders were from repeat customers, each in the LTM ended Our business benefits from our ability to extend customer contracts past their original lease term with multiple contract renewals allowing optimized pricing through increased contract prices and VAPS 360 penetration over time. High Gross Margins and Attractive Lease Economics. Our flexible leasing model provides us with high-margin unit economics and significant returns on capital. Our pro forma gross profit margin derived from leasing revenue, defined as total leasing and services gross profit adjusted for related modular space delivery and installation costs and excluding depreciation on rental equipment, was approximately 69.0% for the LTM ended We typically recoup our initial investment in purchased units in approximately 36 months with an average internal rate of return of over 25% per annum, which allows us to obtain significant value over an assumed average economic life of 25 years for each of our units. The majority of our fleet is comprised of standardized, non-application specific and highly versatile products, allowing us to repurpose our units to meet specific customer needs and increase fleet utilization. The portability and standardized nature of our units, in combination with our sophisticated logistics platform, allow us to redeploy our excess fleet to developing markets such as Eastern Europe or areas of higher or increasing customer demand, often at relatively low cost and current pricing, allowing us to minimize the purchase of new units and extend the useful life of our existing units while maintaining high margins. Highly Visible and Historically Recurring Revenue and Earnings, Substantial Free Cash Flow Generation and Flexible Capital Expenditure Requirements. Our historically recurring revenue, combined with our flexible capital expenditure and working capital profile, has allowed us to generate substantial free cash flows, even during periods of economic downturn. The long-term nature of our leases, with actual average lease durations of approximately 24 months and 18% of our units having lease durations of greater than four years in Europe, each as of 2017, produces significant operational income, resilient lease revenue streams and predictable cash flow. Customers in energy and natural resources end-markets accounted for approximately 26% of A/S Global s revenue for the year ended December 31, 2014, and 14% of our pro forma revenue for the LTM ended As a result, our exposure to these commodity price driven end-markets has decreased substantially. We derive downside protection from the diversification of our adjusted gross profit breakdown as well, since in the LTM ended 2017, we generated 72% of our pro forma adjusted gross profit from modular space leasing (including unit leasing and VAPS 360 ), 4% from modular space delivery and installation, 17% from remote accommodations, 6% from new unit sales and 1% from used unit sales. Moreover, during the nine months ended 2017, we generated 72% and 17% of our pro forma adjusted gross profit from modular space leasing and remote accommodations on a monthly recurring basis. Furthermore, our full service offering of VAPS 360 generates gross margins of greater than 70%, which increases internal rates of return. VAPS 360 has also increased as a proportion of our unit lease revenue (excluding revenue from damaged units) in recent years, growing from 29.8% in the year ended December 31, 2014 to 43.1% in the LTM ended September , with Germany being the country with the highest proportion of VAPS 360 within unit lease revenue at approximately 50%. We also exercise significant control and discretion over Net Capital Expenditures, driven by our ability to sell excess fleet during lower utilization periods, our ability to rapidly and efficiently adjust growth capital expenditures, our low maintenance capital expenditures due to the durability of our products and the low cost of replacement parts. We believe our asset base is well invested, with cumulative capital expenditures of $593.8 million for the period between January 1, 2014 and In particular, in response to growth opportunities in our European markets, we have recently increased capital expenditures in Europe from $94.7 million and $85.8 million in 2014 and 2015, respectively, to $115.7 million and $143.4 million in 2016 and in the LTM ended 2017, respectively. In Europe, we recently acquired a significant number of units which had been under-utilized. We believe that we will be able to better utilize these assets which will have a positive impact on overall maintenance capital. The following graph shows our Europe segment s operating free cash flow and net capital expenditures for the years ended December 31, 2005 through 2016, and the LTM ended 2017:

8 Note: Data presented on constant currency basis for all periods. (1) Represents operating free cash flow generated during periods other than the global financial crisis and the subsequent stabilization period. (2) Operating free cash flow is defined as EBITDA net of capital expenditures plus cost of sales of used rental equipment. (3) Represents operating free cash flow generated during the global financial crisis and the subsequent stabilization period. (4) Net capital expenditures is defined as capital expenditures less proceeds from sale of rental equipment. Large, Long-Life Fleet and Effective Fleet Management. We have made significant investments in our modular and portable storage fleet consisting of approximately 245,000 units and our remote accommodations fleet of approximately 11,400 rooms, with a collective gross book value of approximately $2.4 billion on a pro forma basis as of The global average age of our fleet is approximately eleven years, while the assumed average economic life of our rental equipment is 25 years. Because of the age and quality of our fleet, a significant portion of our capital expenditures in any given fiscal period is discretionary in nature, which gives us the flexibility to adjust expenditures based on our business needs and prevailing economic conditions. As a result of our fleet investments and our repair and refurbishment processes, we have developed a significant competitive advantage as we believe our competitors are unable to match the capital intensity required to acquire an extensive fleet of our size, with the age and quality of our fleet and the efficiency and flexibility with which we can reallocate resources. Our proprietary management information systems and fleet management initiatives further allow us to manage our lease fleet actively to maximize customer satisfaction, optimize fleet utilization and rental rates and to control new unit capital spending. Our management information systems provide both our local branches and centralized shared services with real time, online access to comprehensive operational information, including leasing history, condition and availability of the units, customer service activities, pricing trends and sales force performance. Through the combination of central oversight and local execution, we are able to monitor, allocate and price units more effectively. As we maintain a standardized lease fleet with units that meet the industrial building codes of multiple countries, we can leverage our branch and depot network and rapidly redeploy units to areas of higher customer demand in our surrounding geographic markets. At the same time, we are able to easily modify our structures to meet specific customer needs and we have the flexibility to refurbish existing units in order to re-lease them when we have sufficient customer demand or instead choose to sell used units to customers. We also pursue strategic bolton acquisitions to synergistically convert the used units of an acquired business into new units for our combined business. Proven, Experienced and Committed Management. We believe our management s experience and long tenure both with the company and in related business services gives us a strong competitive advantage. Our experienced management team has created an industry leading operating platform and pioneered our strategic value proposition. Paul Lester, our Chairman, also chairs Essentra, a company in the FTSE 250 Index, and Fortera, a company in the FTSE 350 Index. Sunny Thakrar, CFO of Algeco Europe since July 2016, previously held executive roles in both publicly listed and private equity backed businesses over a period of 15 years.

9 Our Strategy We intend to maintain our leading market positions and increase our revenue and profitability by pursuing the following strategies: Increasing the Utilization and Yield of our Fleet. We are continuously working to increase the utilization and yield of our fleet by improving the efficiency and performance of our salesforce, expanding penetration of VAPS 360 and enhancing our management information systems. Effective use of real-time information systems allows us to monitor and optimize the utilization of our fleet, allocate our fleet to the highest demand markets, optimize pricing and determine the best allocation of our capital to invest in our fleet, branches, depots, camps and lodges as well as to identify opportunities where underutilized lease fleets can be sold to generate cash. In Europe, while overall product utilization was 83% on 2017, over 50% of our markets are operating above 85% on average, with some regions above 90% on average, allowing us to redeploy units, allocate capital expenditures and increase average rental rates, thereby creating a pricing opportunity. In markets where utilization rates are greater than 85%, we are also able to implement a more sophisticated approach to pricing and potentially influence market spot rates owing to size and customer know-how. While our fleet utilization rates are increasing, we estimate there is significant headroom for further growth as compared to historical levels. As we implement a policy that units are not allocated additional capital expenditure until they deliver higher than 85% utilization rates, we incentivize our marketing and sales teams to continuously optimize fleet utilization levels. Accordingly, we aim to continue our marketing efforts to increase organic growth by raising awareness of the benefits of our units, thereby activating use of our rentable idle fleet by existing customers and attracting new customers. Expanding Our Value Proposition. We combine product quality and availability, the largest service network in Europe supplemented by established brands in North America and APAC, an industry-leading offering of VAPS 360 and a commitment to customer service to provide increased value to our customers, which attracts new customers, increases customer retention and increases our margins. Unique and complementary service offerings, such as wireless internet access, our proprietary drying lockers for clothing and full service work camps in remote locations, allow us to continually increase the value proposition we offer customers, including our role as a one-stop shop. As a result, our customers increasingly depend upon us as a critical supplier of their product and servicing needs. We intend to grow our business by continuing to improve the quality, delivery and service of our products, particularly of our unit leasing and VAPS 360 operations which produce our highest gross profit margins, and by continuing to introduce new and innovative products and services that complement our core offering to the most attractive industry and geographic end-markets. In the LTM ended 2017, revenue from VAPS 360 comprised 43.1% of our total unit lease revenue, and we aim to continue increasing our VAPS 360 penetration levels to similar levels achieved in Germany, where our VAPS 360 operations reached approximately 50% as a proportion of our unit lease revenue in Germany during the same period. Continuing to Enhance Operating Efficiencies. Our management believes that we are and will continue to be one of the most capital efficient operators in our industry due to our ongoing focus on reducing costs through lean operations, disciplined capital allocation and our economies of scale. We have implemented a number of fleet management initiatives designed to improve operations and increase profitability, including increasing the standardization of products, developing a proprietary fleet management system and improving overall fleet quality. Through our lean operating initiative, we aim to optimize footprint and headcount through integrated back office operations and selectively consolidated branches, depots, camps, lodges and assembly sites, further reducing our fixed costs. In addition, we have developed regional procurement resources that coordinate activities and leverage best practices to increase our procurement and operational efficiencies and drive converging penetration rates across end-markets. We also intend to continue enhancing our sophisticated pricing approach across all of our operating regions, under which we increase pricing on shorter customer contracts to receive higher upfront value and at the same time incentivize customers to enter into longer contracts with pricing discounts to ensure visibility of future revenue and optimize fleet utilization. We anticipate that these initiatives, along with similar initiatives we plan to implement in the future, will increase our efficiency, operating leverage and profitability. Optimizing Cash Flow and Generating Growth through Strategic Deployment of Capital. We maintain an ongoing disciplined focus on our return on capital. As part of this strategy, we diligently consider the potential returns and opportunity costs associated with each investment we make. We continually assess both our existing fleet and customer demand for opportunities to deploy capital more efficiently. Within our existing fleet, we examine the potential cash and earnings generation of an asset sale versus continuing to lease the asset. In addition, we examine the relative benefits of organic expansion opportunities versus expansion through acquisitions to obtain the most favorable return on capital. We have a proven track record of efficiently integrating acquisitions and quickly eliminating operational redundancies while maintaining acquired customer relationships. Recently, in December 2017, we completed the acquisitions of Touax, a modular space provider operating over 21 branches across eight European countries with an independent fleet of approximately 44,000 modular space units, and Iron Horse Ranch, a remote accommodations provider with four lodges with approximately 1,000 rooms in strategic locations across Texas. We believe the acquisitions of these well-known brands offer significant synergy potential, an extension of our geographic scale and customer base and an increase in the number and overall quality of our fleet. We aim to continue to manage our maintenance capital expenditure as well as growth capital expenditure to best fit prevailing economic conditions.

10 Geographic and End-Market Expansion. We believe that we have attractive geographic and end-market expansion opportunities in both existing and new markets where demand for modular space, portable storage units and remote accommodations is underdeveloped or is growing rapidly. We plan to continue selectively pursuing geographic and endmarket expansion acquisitions, including in sports, education, healthcare and government end-markets, that enhance, complement or diversify our product lines, enhance our existing customer relationships while growing our customer base, increase the quality of our fleet and leverage our existing scale and infrastructure to further escalate synergies and anticipated returns. In the fourth quarter of 2017, we completed two strategic acquisitions: Touax and Iron Horse Ranch. The Touax acquisition further strengthens Algeco s position as the market leader in Europe. The Iron Horse Ranch acquisition solidifies Target Logistics position as the single largest provider of workforce housing in the United States. These two acquisitions are examples of our ability to identify and execute attractive acquisitions that we believe will contribute to our future growth and earnings. Recent Developments Current Trading Based on our unaudited preliminary management accounts for the LTM ended November 30, 2017, we estimate that our pro forma consolidated revenues for such period were $1,083.1 million and that our consolidated pro forma Adjusted EBITDA was $249.0 million. Our results were mainly driven by the same trends that were observed in the LTM ended 2017, including strong performance in Europe, continued recovery in North America, and stabilization in APAC. The above information is based on preliminary results derived from our internal unaudited management accounts for the eleven months ended November 30, 2017, and other information currently available to us and is not intended to be a comprehensive statement of our financial or operational results for the period. Non-dollar denominated revenue and consolidated pro forma Adjusted EBITDA have been translated at the average foreign exchange during the period. This information has been prepared by, and is the responsibility of, management and has not been audited, reviewed, verified or subject to any procedures by Ernst & Young LLP nor approved by our board of directors, and you should not place undue reliance on it. Our preliminary results are based on a number of assumptions that are subject to inherent uncertainties and subject to change and those changes could be material.

11 SUMMARY HISTORICAL AND UNAUDITED PRO FORMA FINANCIAL AND OTHER INFORMATION The following tables summarize certain of our financial and other data for the periods ended on and as of the dates indicated below. We have extracted the Group s summary financial information (i) with respect to the pro forma statement of operations information for the LTM ended 2017, the nine months ended 2016 and 2017 and the years ended December 31, 2014, 2015 and 2016, and the balance sheet information as of 2017, from the Unaudited Pro Forma Financial Information presented in the section Unaudited Condensed Consolidated Pro Forma Financial Information and (ii) with respect to the balance sheet information as of December 31, 2014, 2015 and 2016 and the summary statement of cash flows information for the LTM ended 2017, the nine months ended 2016 and 2017 and each of the years ended December 31, 2014, 2015 and 2016, from our historical Financial Statements published on the Group s website. The Unaudited Pro Forma Financial Information reflects certain pro forma adjustments made, on an actual currency basis, to the Group s historical financial information to give effect to the WSII Disposal and, where applicable, the Refinancing. For a detailed description of these pro forma adjustments, see Unaudited Condensed Consolidated Pro Forma Financial Information. In addition, we have made certain additional adjustments to our calculation of pro forma Adjusted EBITDA for the LTM ended 2017, including to reflect the estimated impact of the Acquisitions. The pro forma adjustments are based upon available information and certain assumptions that we believe are reasonable. The summary unaudited pro forma financial information is for informational purposes only and does not purport to represent what our results of operations or financial position actually would have been if the Transactions had occurred on the dates assumed, and such summary unaudited pro forma financial information does not purport to project our results of operations or financial condition for any future period. Neither the assumptions underlying our pro forma adjustments nor the resulting Unaudited Pro Forma Financial Information have been audited or reviewed in accordance with any generally accepted accounting standards. The actual adjustments to our financial statements upon the closing of the Transactions will depend on a number of factors, including additional information available and our net assets on the respective closing date of the Transactions. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences between the summary unaudited pro forma financial information and our future results of operations and financial position may be material. The summary unaudited pro forma financial information should be read in conjunction with the notes thereto included in the section entitled Unaudited Condensed Consolidated Pro Forma Financial Information. The pro forma adjustments give effect to the Transactions as if they had occurred on the date presented, with respect to balance sheet information or, respectively, on the first day of the period presented with respect to statement of operations information. These pro forma results are not directly comparable to our historical Financial Statements published on the Group s website. Neither the assumptions underlying the pro forma adjustments nor the resulting pro forma financial information have been audited or reviewed in accordance with any generally accepted auditing standards.

12 Summary Pro Forma Statement of Operations Pro forma year ended December 31, Pro forma nine months ended Pro forma LTM ended ($ million) ( million) (1) Pro forma revenues Leasing and services revenue: Modular space leasing Modular space delivery and installation Remote accommodations Sales: New units Rental units Total revenues... 1, , , , Pro forma costs Cost of leasing and services: Modular space leasing Modular space delivery and installation Remote accommodations Cost of sales: New units Rental units Depreciation of rental equipment Gross profit Pro forma expenses Selling, general and administrative expenses Other depreciation and amortization Impairment losses on goodwill and intangibles Impairment losses on rental equipment Loss on sale of business Restructuring costs Currency losses (gains), net (122.1) (43.8) (39.6) Change in fair value of contingent considerations (50.5) (4.6) (4.6) 0.0 Other expense, net (0.8) (1.5) (1.4) Operating profit (loss)... (185.0) (228.3) (74.6) Interest expense, net Loss on extinguishment of debt. 2.3 Profit (loss) before income tax (365.7) (399.0) (211.2) (44.4) 78.8 (88.0) (79.6) Income tax (benefit)... (14.3) (44.5) Net profit (loss)... (351.4) (354.5) (221.8) (60.1) 67.2 (94.4) (85.4) (1) The summary pro forma statement of operations for the LTM ended 2017, has been translated for convenience only from U.S. dollar to euro at the rate of per $1.00, the average Bloomberg composite rate during the LTM ended 2017.

13 Summary Historical and Pro Forma Balance Sheet Information Historical as of December 31, Pro forma as of ($ million) ( million) (1) Cash and cash equivalents Total assets... 3, , , , ,908.0 Long-term debt... 3, , , , ,548.4 Total liabilities... 4, , , , ,079.4 Total shareholders deficit... (566.7) (889.8) (1,035.9) (207.0) (175.2) Rental equipment, net... 1, , , (1) The summary balance sheet information as of 2017, has been translated for convenience only at the rate of per $1.00, the Bloomberg composite rate as of Summary Historical Statement of Cash Flows Information (1) Nine months ended LTM ended Year ended December 31, ($ million) ( million) (2) Net cash provided by (used in): Operating activities Investing activities... (197.6) (244.9) (155.9) (101.3) (170.0) (224.6) (203.1) Financing activities... (31.2) (1) We believe that the most meaningful way to present our cash flows for the periods under discussion is to present our actual cash flows as per our historical Financial Statements. (2) The summary statement of cash flows information for the LTM ended 2017 has been translated for convenience only at the rate of per $1.00, the average Bloomberg composite rate during the LTM ended Other Pro Forma Operating Data Pro forma year ended December 31, Pro forma nine months ended Pro forma LTM ended September 30, Units on rent (average during the period) , , , , , ,222 Average utilization rate % 74.1% 78.8% 78.7% 80.3% 80.3% Average monthly rental rate... $213 $175 $167 $168 $167 $166 Average remote accommodation rooms on rent... 5,225 5,787 4,717 4,780 5,251 5,089 Average remote accommodation daily rate... $102 $104 $101 $105 $84 $84

14 Other Pro Forma Financial Data Pro forma year ended December 31, Pro forma nine months ended Pro forma LTM ended ( million, except ($ million, except ratios) ratios) (1) Pro forma EBITDA (2)... (9.9) (66.1) Pro forma Adjusted EBITDA (2) Pro forma Adjusted Gross Profit (3) Pro forma Net Capital Expenditures (4) Pro forma depreciation and amortization Pro forma Adjusted Cash and Cash Equivalents (5) Run-Rate Adjusted EBITDA (2) Pro forma Adjusted Net Senior Secured Debt (6)... 1, ,358.7 Pro forma Adjusted Net Debt (7)... 1, ,653.7 Pro forma interest expense (8)... Ratio of pro forma Adjusted Net Senior Secured Debt (5) to Run-Rate Adjusted EBITDA (2) x Ratio of pro forma Adjusted Net Debt (7) to Run-Rate Adjusted EBITDA (2) x Ratio of Run-Rate Adjusted EBITDA (2) to pro forma interest expense (8)... (1) Other pro forma statement of operations data for the LTM ended 2017 has been translated for convenience only at the rate of per $1.00, the average Bloomberg composite rate during the LTM ended Other pro forma balance sheet data as of 2017, has been translated for convenience only at the rate of per $1.00, the Bloomberg composite rate as of (2) We define pro forma EBITDA as pro forma net income (loss), plus pro forma interest expense, net, pro forma income tax expense (benefit), pro forma depreciation and pro forma amortization. We define pro forma Adjusted EBITDA as EBITDA, adjusted further as set forth below. We define Run-Rate Adjusted EBITDA as pro forma Adjusted EBITDA, adjusted further as set forth below. Pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA are not measurements of financial performance under GAAP and should not be considered as alternatives to other indicators of our operating performance, cash flows or any other measure of performance derived in accordance with GAAP. Pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA as presented in this Information Release may differ from and may not be comparable with similarly titled measures used by other companies. We present pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA for informational purposes only. This information does not represent the results we would have achieved had each of the items for which an adjustment is made occurred at the dates indicated. There can be no assurance that items we have identified for adjustment as nonrecurring will not recur in the future or that similar items will not be incurred in the future. The calculations for pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA are based on various assumptions and management estimates. These amounts have not been, and, in certain cases, cannot be, audited, reviewed or verified by any independent accounting firm. This information is inherently subject to risks and uncertainties. It may not give an accurate or complete picture of our financial condition or results of operations for the periods presented, may not be comparable with our consolidated financial statements or the other financial information included in this Information Release and should not be relied upon when making an investment decision. We present pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA because (i) these are among the measures used by the management team to evaluate our operating performance; (ii) they are among the measures used by the management team to make day-to-day operating decisions, (iii) they are frequently used by securities analysts, investors and other interested parties as a common performance measure to compare results across companies in our industry, and (iv) Adjusted EBITDA is a relevant metric under our historical financing arrangements. Pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA have limitations as analytical tools, and you should not consider such measures either in isolation or as a substitute for net income (loss), cash flow from operations or other methods of analyzing our results as reported under GAAP. Some of these limitations are: pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA do not reflect changes in, or cash requirements for, our working capital needs; pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA do not reflect our interest expense, or the cash requirements necessary to service interest or principal payments, on our indebtedness; pro forma EBITDA, pro forma Adjusted EBITDA and Run-Rate Adjusted EBITDA do not reflect our tax expense or the cash requirements to pay our taxes;