3i Infrastructure Regulatory News (3IN)

12 May 2016

NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED).

This announcement (the "Announcement") is an advertisement and not a prospectus. This Announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in 3i Infrastructure plc (the "Company") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. Securities of the Company, including any offering of its shares, may not be offered or sold in the United States absent registration under U.S. securities laws or unless exempt from registration under such laws. The intended offering of securities described in this Announcement has not been and will not be registered under U.S. securities laws, and accordingly, any intended offer or sale of those securities may be made only in a transaction exempt from registration.

This Announcement does not constitute a recommendation regarding any securities. Any investment decision must be made exclusively on the basis of the final prospectus to be published by the Company (the "Prospectus") and any supplement thereto in connection with the admission of new ordinary shares of the Company ("New Ordinary Shares") to the premium segment of the Official List of the UK Listing Authority and to trading on London Stock Exchange plc's main market for listed securities ("Admission").

3i Infrastructure plc (the "Company" or "3i Infrastructure")

Announcement of Publication of Prospectus

Further to the announcements made by the Company earlier today, the Company is pleased to announce that the Prospectus in respect of the proposed capital raise by way of Open Offer, Placing and Intermediaries Offer and Additional Issue (if any) has been approved by the UK Listing Authority and published.

Words and expressions that are defined in the Prospectus shall have the same meanings where they are used in this announcement, except where the context requires otherwise.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do. Copies of the Prospectus will also be available, subject to applicable securities laws, from the Company's website at www.3i-infrastructure.com..

Enquiries:

J.P. Morgan Cazenove - Joint Sponsor and Joint Bookrunner +44 (0) 020 7742 4000

William Simmonds

Edward Gibson-Watt

Ed Murray

RBC Capital Markets - Joint Sponsor and Joint Bookrunner +44 (0) 207 653 4000

Darrell Uden

Matthew Coakes

Duncan Smith

Rothschild - Financial Adviser to the Company +44 (0) 207 280 5000

James Douglas-Hamilton

Peter Nicklin

Mark Warham

Scott Harris - Intermediaries Offer adviser +44 (0) 207 653 0030

Jeremy Wiseman

Tim Brenton

iMPORTANT Information

Neither this announcement nor any copy of it may be made or transmitted into the United States of America (including its territories or possessions, any state of the United States of America and the District of Columbia) (the "United States"), or distributed, directly or indirectly, in the United States. Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into Australia, Canada, Japan or South Africa or to any persons in any of those jurisdictions, except in compliance with applicable securities laws. Any failure to comply with this restriction may constitute a violation of United States, Australian, Canadian, Japanese or South African securities laws. The distribution of this announcement in other jurisdictions may be restricted by law and persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for securities in the United States, Australia, Canada, Japan or South Africa or in any jurisdiction to whom or in which such offer or solicitation is unlawful.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended. In addition, the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, subject to certain exceptions, may not be offered, sold, pledged, or otherwise transferred, directly or indirectly, in or into the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the Securities Act ("Regulation S")) or U.S. Residents. There will be no public offer of the New Ordinary Shares in the United States. The Company has not been and will not be registered under the US Investment Company Act of 1940, as amended, (the "Investment Company Act") and investors will not be entitled to the benefits of the Investment Company Act.

The securities to which this announcement relates have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any United States regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the New Ordinary Shares or the accuracy of adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

Marketing for the purposes of the Directive 2011/61/EU (the "AIFMD") by the Company and/or a third party on its behalf of the New Ordinary Shares in relation to the Placing and Open Offer will only take place in an EEA Member State if the Company is appropriately registered or has otherwise complied with the requirements under the AIFMD (as implemented in the relevant EEA Member State) necessary for such marketing to take place.

Any subscription for New Ordinary Shares in the Offer and Additional Issue (if any) should be made solely on the basis of the information contained in the Prospectus, which contains detailed information about the Company and its management.

J.P. Morgan Securities plc, RBC Europe Limited and N M Rothschild & Sons Limited ("Rothschild") are each authorised by the Prudential Regulation Authority (the "PRA") and regulated in the UK by the PRA and the Financial Conduct Authority. Each of the Joint Bookrunners and Rothschild is acting exclusively for the Company and no one else in connection with Admission. Neither the Joint Bookrunners nor Rothschild will regard any other person(s) (whether recipients of this document) as a client(s) in relation to the issue and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for the giving of advice in relation to Admission or any transaction, matter or arrangement referred to in this announcement.