Cityfibre Regulatory News (CITY)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE UNITED STATES OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. NO PUBLIC OFFER OF SECURITIES IS BEING MADE BY VIRTUE OF THIS ANNOUNCEMENT.

THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND DOES NOT CONSTITUTE A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. NOTHING IN THIS ANNOUNCEMENT SHALL CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES REFERRED TO HEREIN NOR SHOULD IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.

11 July 2017

CityFibre Infrastructure Holdings PLC

("CityFibre" or the "Company")

Publication of Prospectus

Further to the announcements on 5 July 2017 by CityFibre regarding its intention to raise gross proceeds of £200 million by way of a Placing and up to £15 million by way of an Offer for Subscription (together, the "Capital Raising"), the Company announces that the Prospectus (including notice of General Meeting) relating to the Capital Raising has been published, and that the Offer for Subscription is now open.

Offer for Subscription

The Offer for Subscription, which opens today and is open for applications until 11:00 a.m. on 26 July 2017, makes available up to 27,272,727 Offer for Subscription Shares at a price of 55 pence per share. Applications for Offer for Subscription Shares must be for at least the Minimum Subscription of 2,000 Offer for Subscription Shares (equivalent to £1,100), and in order to apply for Offer for Subscription Shares the Application Form appended to the Prospectus should be completed in accordance with the instructions set out in the Prospectus and on the form itself.

The Offer for Subscription is open to existing shareholders and new investors, other than, subject to certain exceptions, where a shareholder or prospective investor has a registered address or is located in the United States or another Excluded Territory. In the event that valid applications are received under the Offer for Subscription for more than the maximum number of Offer for Subscription Shares available, applications shall be allocated in such manner as the Directors may determine, in their absolute discretion, although the Directors anticipate such allocations will take into account applications made by existing Shareholders for Offer for Subscription Shares.

Prospectus

The Prospectus will be submitted to the National Storage Mechanism, where it will shortly be available for inspection at www.morningstar.co.uk/uk/NSM. In addition, it will be published in electronic form and available on the Company's website at www.cityfibre.com, subject to applicable securities law and certain access restrictions.

Copies of the Prospectus are also available, from the date of this announcement up to and including the date of Admission, at the Company's registered office at 15 Bedford Street, London, WC2E 9HE and at the offices of finnCap at 60 New Broad Street, London EC2M 1JJ.

Terms used in this announcement shall have the same meanings as set out in the Prospectus.

Enquiries

CityFibre Infrastructure Holdings plc +44 (0)845 293 0774

Greg Mesch, Chief Executive Officer

Terry Hart, Chief Financial Officer

James Enck, Head of Investor Relations

Vigo Communications +44 (0)20 7830 9703Jeremy GarciaFiona Henson Natalie Jones

Citigroup Global Markets Limited +44 (0)207 986 4000Sole Global Co-ordinator, Joint Bookrunner and Joint UnderwriterStuart FieldAlex CarterSumit Guha

finnCap Ltd +44 (0)207 220 0500Joint Bookrunner and Joint UnderwriterStuart AndrewsChristopher RaggettSimon Johnson

Liberum +44 (0)203 100 2000Joint Bookrunner and Joint Underwriter

Steve PearceRichard BootleCameron Duncan

Macquarie Capital +44 (0)203 037 2000Joint Bookrunner and Joint UnderwriterBen BaileyAlex Reynolds

N M Rothschild & Sons Limited +44 (0)207 280 5000Financial AdvisorAnton BlackPeter NicklinNoel Monro

THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) IS DIRECTED AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF THE PROSPECTIVE DIRECTIVE (DIRECTIVE 2003/71/EC) AS AMENDED, (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA OR (C) OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON.

NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF OR FORM A PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES OF THE COMPANY, NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES OF THE COMPANY IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL (AN "EXCLUDED JURISDICTION"). THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS IN AN EXCLUDED JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION. NO ACTION HAS BEEN TAKEN BY THE COMPANY, CITIGROUP, FINNCAP, LIBERUM, MACQUARIE, ROTHSCHILD OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR NEW ORDINARY SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES OR OFFER FOR SUBSCRIPTION SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS RECEIVING THIS ANNOUNCEMENT ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, RESOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION EXCEPT PURSUANT TO AN EXEMPTION FROM OR IN A TRANSACTION NOT SUBJECT TO THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. NO PUBLIC OFFERING OF ANY SECURITIES REFERRED TO HEREIN WILL BE MADE.

EACH OF CITIGROUP, MACQUARIE, LIBERUM, FINNCAP AND ROTHSCHILD IS ACTING FOR THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE CAPITAL RAISING, AND WILL NOT BE RESPONSIBLE TO ANY PERSON OTHER THAN THE COMPANY FOR PROVIDING THE REGULATORY AND LEGAL PROTECTIONS AFFORDED TO THEIR RESPECTIVE CLIENTS NOR FOR PROVIDING ADVICE IN RELATION TO THE CONTENTS OF THIS ANNOUNCEMENT OR ANY MATTER, TRANSACTION OR ARRANGEMENT REFERRED TO IN IT.

NONE OF CITIGROUP, MACQUARIE, LIBERUM, FINNCAP AND ROTHSCHILD OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE CAPITAL RAISING, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.