Cityfibre Regulatory News (CITY)

CityFibre Infrastructure Holdings plc

("CityFibre" or the "Group")

Admission and First Day of Dealings

CityFibre Infrastructure Holdings plc (AIM: CFHL), the company that owns, builds and operates fibre optic infrastructure, is pleased to announce that Admission and trading of its Ordinary Shares commences at 8.00am today on the AIM market of the London Stock Exchange ("AIM").

Admission details:

· The Fundraising raised approximately £16.5 million, before expenses, through the issue of 27,653,276 Ordinary Shares;

· The total number of Ordinary Shares in issue at Admission is 52,314,648, giving the Group a market capitalisation of approximately £31.4 million at the Issue Price;

· The proceeds of the Fundraising will be used to expand the Group's fibre optic infrastructures, by connecting businesses, local government and consumer customers to its networks, and to deploy infrastructure in selected regional cities, either through the construction of new networks or the acquisition of existing fibre infrastructure;

· finnCap plc is acting as Nominated Advisor and finnCap plc and Liberum are Joint Brokers to the Group; and

· CityFibre's TIDM Code is CFHL and its ISIN number is GB00BH581H10.

Operational highlights:

· CityFibre owns, builds and operates fibre optic infrastructure and is the largest independent provider of fibre infrastructure to mid-sized cities and major towns, providing gigabit capable infrastructure for enterprise and public sector organisations, service providers, mobile network operators and businesses.

· CityFibre is well placed to play a significant role in the deployment of fibre optic networks to meet the growing demand for increasing connectivity speeds as data usage grows exponentially, driven by widespread use of the internet and the proliferation and rapid adoption of cloud computing applications.

· The Group adopts a low risk approach by aggregating demand from private sector anchor customers to facilitate the initial build out of the infrastructure and also enters into long-term agreements with service providers and wireless operators to provide gigabit speed connectivity to local authorities, businesses and consumers.

· The Directors believe there is an opportunity for CityFibre to connect significant additional customers to its currently deployed fibre networks, thereby increasing their utilisation as well as to own and operate fibre optic infrastructures in many more towns and cities across the UK.

· Programmes of fibre optic infrastructure investment are underway in many countries and CityFibre has an opportunity to play a significant role in the deployment of fibre optic broadband networks in the UK.

Greg Mesch, CEO of CityFibre, commented:

"We are delighted to be listing on AIM at such an exciting period in the Company's development. The IPO will enable CityFibre to accelerate its growth ambitions and continue to capitalise on a number of exciting opportunities.

"Our development pipeline is already under way for 2014 in which we plan to bring further Gigabit cities online whilst continuing to invest in our established UK footprint. The need for pure fibre connectivity continues to drive our business and we look forward to updating both the market and our shareholders on our strategic progress over the coming months."

The admission document can be found on the Group's website: www.cityfibre.com.

For further information, please contact:

Notes to Editors:

CityFibre owns, builds and operates a fibre optic infrastructure. It is the largest independent provider of fibre infrastructure to mid-sized cities and major towns, providing gigabit capable infrastructure for enterprise and public sector organisations, service providers, mobile network operators and businesses.

CityFibre has the opportunity to use the deployed fibre optic infrastructure to deliver high speed internet either directly to users, or more typically, indirectly via third party service providers.

CityFibre is based in London, United Kingdom and its shares trade on the AIM Market of the London Stock Exchange (AIM: CFHL).

To find out more, please visit: www.cityfibre.com

About CityFibre:

Introduction:

CityFibre designs, builds and operates a fibre optic infrastructure with sufficient capacity to serve many market segments and potential customers. The Group adopts a low risk approach by aggregating demand from private sector anchor customers to facilitate the initial build out of the infrastructure. The first customer could be an ICT integrator serving local authority users, a mobile operator or a third party service provider. CityFibre has the opportunity to use the deployed infrastructure to deliver high speed internet either directly to users, or more typically, indirectly via third party service providers.

As announced on 13 November 2013, CityFibre has been awarded a 20 year contract by Serco, the ICT provider to Peterborough City Council, to provide dark fibre connectivity to over 100 locations in Peterborough. CityFibre intends to construct a 90 km metro network to serve businesses, public sector and mobile sites. The initial 20 year contract with Serco secures payments to CityFibre equal to 83 per cent. of the capital expenditure attributable to the network, with Serco using less than 5 per cent. of overall deployed fibre capacity. The Peterborough network adds to existing projects in York, Bournemouth and other regional cities.

CityFibre is experiencing further demand for its pure fibre optic infrastructure. The Directors believe there is an opportunity for the Company to connect significant additional customers to its currently deployed fibre networks, thereby increasing their utilisation. The Directors further believe there is an opportunity to own and operate fibre optic networks in many more towns and cities across the UK, and their experience and success in building large scale infrastructure projects positions CityFibre well to secure such opportunities.

Programmes of fibre optic infrastructure investment are underway in many countries and CityFibre has an opportunity to play a significant role in the deployment of fibre optic broadband networks in the UK.

Market Opportunity:

Advances in computer technology, internet delivered services and cloud computing are resulting in an exponential growth in data traffic, which in turn is driving a need for communications networks to support higher bandwidth connectivity. Pure fibre networks offer unlimited data speeds, no distance limitations and low latency, with the added benefit of low operating costs.

The Company's vision is to facilitate "Gigabit Cities", whereby everyone at home and at work in that city benefits from broadband and digital connectivity and gigabit speeds, over 50 times faster than the current UK average broadband speed. The Directors believe that these Gigabit Cities bring about a myriad of benefits including better delivery of education, healthcare and public services throughout the community, improved cloud computing and e-commerce for all sizes of business and greater experiences at home through the enhanced use of smart televisions and other streaming devices.

Whilst London supports a vibrant fibre infrastructure market, with multiple suppliers of fibre optic networks, outside London there is a marked absence of fibre infrastructure providers. For example, Virgin Media only covers 50 per cent. of UK homes and a much smaller percentage of UK businesses. Many cities are reliant on the incumbent network of BT, which still retains a high dependency on its legacy copper networks for connectivity. Whilst these copper wires do support digital connectivity, they are not commonly considered a long-term solution for high speed digital communications, meaning that media and service providers are increasingly seeking fibre optic network alternatives to the legacy copper networks. The lack of fibre infrastructure in many UK cities has prevented telecommunications and utility companies from providing additional digital services to consumers, where such demand presently exists.

Although the UK has an established and vibrant digital economy, the quality of the UK's broadband

infrastructure is lacking when compared to many other countries. This fact is recognised by the Government, which aspires to have world-class digital connectivity throughout the UK and has policy initiatives focusing on broadband networks in rural areas. In support of this, the deployment of better communications systems is recognised in the Government's National Infrastructure Plan as an important component of the United Kingdom's economic prosperity.

The Directors believe that these factors indicate there is an increasing market opportunity for CityFibre to deploy and commercialise fibre infrastructures in many towns and cities, especially those where current communications infrastructure is poor and infrastructure competition is low.

Key Strengths:

The Directors consider that the Group has the following key strengths:

Management quality and experience

The Group's senior leadership team has over 100 combined years of experience within infrastructure based telecoms businesses. Greg Mesch, the Group's Chief Executive Officer, has developed extensive experience of growing successful infrastructure based telecoms businesses, having been the founder and chief operating officer of Versatel Telecom (prior to its sale to Tele2 of Sweden and Apax Partners for US$1.5 billion) and the former chief operating officer of Esat Telecom. Mark Collins, the Group's Director of Public Policy has over 20 years' experience in telecoms strategy having led major projects for Versatel Telecom and Virgin Media. Terry Hart, the Group's Chief Financial Officer has over 20 years' financial experience and has also previously held roles for Easynet and Telstra Europe.

Superior technology to existing infrastructure

The majority of existing broadband networks are reliant on sparse cable and legacy copper infrastructure. A key advantage of the Group's offering is the amount of bandwidth or data that can be carried over a fibre optic line in a given amount of time. Compared to copper based technologies, CityFibre's dark fibre networks provide greater data capacity and deliver local authorities and businesses connectivity speeds significantly faster than legacy copper broadband services.

Early mover advantage

CityFibre has already been identified by several cities as having the ability to provide a superior product, as evidenced by its recent contract win in Peterborough.

Scalable business model

The Directors consider that the Group's network architecture is highly scalable. Each network incorporates a large volume of fibre capacity to connect business, public sector locations and consumers. The capacity is utilised as more sites or services are brought online. CityFibre's business model is to aggregate demand from initial customers, which significantly de-risks the project. After establishing the network and its development being de-risked, the Company can then expand the network and enter into further Infrastructure leases with local businesses, data centres, schools, CCTV applications and wireless sites. The Company will aim to have 80 per cent. of local businesses in close proximity to the established network, making the additional cost of connecting up local businesses relatively low.

Strong investment pipeline

CityFibre has already shown its strength in delivery of metro fibre networks to Tier 2 cities, through its initial acquisition of a fibre optic business from i3 Group Limited and its additional contract wins in cities such as York and, more recently, Peterborough. The Directors believe that CityFibre can become a recognised leading provider of dark fibre network solutions to service providers, public authorities and businesses, and currently has an investment pipeline of 10 live projects that it proposes to tender for over the next two years.

Supportive government backdrop

The Digital Agenda for Europe (DAE) is the EU's strategy to help digital technologies, including the internet, to deliver sustainable economic growth to European countries. The DAE's stated aim is for 50 per cent. of EU residents to have internet connectivity of 100Mbps or above by 2020. This initiative is fully supported by the UK Government which has created a £150 million Urban Broadband Fund for 22 cities in the UK to receive extra funds to build next generation broadband services. Several of these cities are already, or expected to be in, CityFibre's investment pipeline.

Corporate Strategy:

It is the Company's intention to adopt a strategy to:

Commercialise its fibre infrastructures in the Company's current major markets (including York, Bournemouth, Bath, Sheffield, Dundee and Derby) by rolling out infrastructure products to new public sector, business and mobile network customers to maximise equity returns. The Directors believe that the Company can secure high renewal rates on existing contracts.

Enter into new cities (such as Peterborough and other cities in its pipeline) through acquisition of fibre infrastructure or construction of new infrastructure based on pre-committed infrastructure leases that underpin equity returns.

Seed the Fibre to the Home (FTTH) opportunity by extending the Company's FTTH infrastructure in select cities and continuing its trials with consumer and business users.

Partner with leading civil engineering firms to undertake the design and build of its fibre optic networks on commercial terms aligned to business plan metrics.

The Directors believe that the Company's intended approach to deploy and commercialise fibre

infrastructure based on pre-committed long-term contracts in towns and cities lacking in competitive networks provides a good environment for investment in long-term yield generating infrastructure.

Board of Directors and Senior Management:

Peter Manning, aged 58 (Non-executive Chairman)

Peter brings extensive experience in public and private companies specialising in telecoms and public sector outsourcing. He is also Chairman of Marston Group, the UK's largest judicial services company. Peter's most recent executive position was as the Chief Executive Officer of HBS Ltd, a supplier of business process outsourcing to UK local authorities in which Terra Firma was an investor. Before HBS he was President and Chief Executive of pan-European telecom operator COLT Telecom Plc, a FTSE 250 company with revenues in excess of £1 billion. He has also previously served as Chairman at mobile network coverage leader, Axell Wireless Ltd. His earlier career was spent with BT where he held a number of senior positions in Europe and the USA. Peter has a first class honours degree in Computer Science and is a Chartered Engineer.

Greg Mesch, aged 53 (Chief Executive Officer)

Greg is co-founder of CityFibre with 25 years of telecoms and internet experience and five companies built from start-up. Greg is experienced in business plan development and building of high growth fibre optic telecom companies. Greg was Chief Operating Officer of ESAT Telecom in Ireland (IPO on NASDAQ and subsequently purchased by BT for over €1 billion) and founder and Chief Operating Officer of Versatel Telecom NV, building one of the largest fibre based infrastructures in the Dutch and German markets. Versatel listed on the NASDAQ and the Dutch AEX exchange and was purchased by Tele2 and Apax for over US$1.5 billion. Greg was also Non-executive Director of EU Networks from 2009 to 2011.

Mark Collins, aged 45 (Director, Public Policy)

Mark is co-founder of CityFibre with 20 years of telecoms strategy and regulatory experience. Mark founded Equador Consulting, a firm specialising in the development of early stage telecoms companies including Virgin Media, Sprint, ESAT Telecom, Versatel Telecom, Completel and others. Equador was recognised in 2000 by the Sunday Times Fast-track 100 awards as the UK's fastest growing TMT firm, and was sold to CH2M-HILL in 2002. Mark was founder and CEO of the mobile media firm Muzicall, recognised in 2009 as the UK's second fastest growing mobile media firm. He holds a degree in electronics and telecommunications gained as a sponsored student of GEC Telecommunications.

Terry Hart, aged 48 (Chief Financial Officer)

Terry Hart has over 20 years' financial and operations experience and since 2000 has specialised in the telecoms sector. As Finance Director of Easynet Group plc, he provided the financial leadership to manage the business through high growth, including the first national roll-out of unbundled broadband. Terry later became UK MD of Easynet and managed its successful sale to BSkyB. More recently Terry was CEO of Telstra International EMEA. Terry was Finance Director of Serco Aviation and trained as a Chartered Accountant with BDO.

Leo van Doorne, aged 53 (Non-executive Director)

Leo is the former Managing director of NeSBIC venture funds. NeSBIC was the founding venture investor in Versatel Telecom NV where Leo was Chairman through the firm's rapid growth. Previously, he held the office of Regional Director at Banque de Suez Nederland NV and numerous directorships, including Van Ommeren Shipping Holding BV, Seed Capital Investments BV, Pallieter Holding BV, Koninklijke Verenigde Leder BV and OTB Group. He holds a Law Degree from the University of Utrecht.

Robert Gary Mesch, aged 60 (Non-executive Director)

Gary Mesch has been the founder and Managing Director of several successful data and telecom companies operating in the U.S. and Europe. He founded Versatel telecom in 1995 in Amsterdam and served as CEO and then Chairman until 2002. Versatel grew to become an infrastructure based telecom operator throughout The Netherlands, Belgium, and Germany. In 2005 Versatel was purchased by Tele2 of Sweden and Apax for over €2 billion. Prior to Versatel, Gary was Managing Director of Open Skies Inc., a consulting company based in Amsterdam.

Massimo Prelz Oltramonti, aged 59 (Non-executive Director)

For the last 23 years Massimo Prelz Oltramonti has been an active venture capital investor in telecommunications and media companies. Since 1998 he has completed over 24 venture capital investments within Europe and the US and has been a director of several public and private companies including Jazztel, SBS, ESAT Telecom and Kabelmedia. During this time he spent eight years as managing director for Europe at Advent International, building and positioning the firm's European presence in telecommunications and media. In 2004 he began working with GMT Communication. From 2002 to 2004 Massimo assumed the role of chairman for Jazztel to complete its financial restructuring.