HICL Infrastructure Regulatory News (HICL)

17 July 2015

HICL Infrastructure Company Limited

Extraordinary General Meeting for the Proposed Acquisition of Royal Canadian Mounted Police HQ

HICL Infrastructure Company Limited ("HICL" or the "Company"), the listed infrastructure investment company advised by InfraRed Capital Partners Limited (the "Investment Adviser"), is pleased to announce the proposed acquisition of a 99.9% interest in the Royal Canadian Mounted Police 'E' Division Headquarters P3 Project ("RCMP") in Surrey, British Columbia, Canada (the "Project") for consideration of approximately CAD53 million.

The Project is being acquired from the InfraRed Infrastructure Fund III, a fund managed by the Investment Adviser; and therefore, as a matter of good corporate governance, the Board is seeking the approval of Shareholders for the proposed acquisition (the "Acquisition").

The Project was procured by Her Majesty the Queen in the Right of Canada (represented by the Minister of Public Works and Government Services), a ministry of the Canadian Federal government, and consisted of the design, construction, finance, and ongoing facilities management services and lifecycle refurbishment of a 72,000m2 RCMP Headquarter office facility building. Financial close occurred in April 2010 and construction was successfully completed on time in December 2012. Construction was undertaken by a construction joint venture between Bouygues Building Canada Inc and Bird Design-Build Limited and is now being operated and maintained by Bouygues Energies & Services. The total construction cost was approximately CAD234m. The Project is also being managed by Bouygues Energies & Services.

The Company has today sent to Shareholders a circular and notice of extraordinary general meeting ("EGM") to be held at 4.30 p.m. on Wednesday 12 August 2015, in respect of the proposed Acquisition.

In order to manage conflicts of interest, detailed procedures have been established for transactions between the Company, the Investment Adviser and funds managed by the Investment Adviser. The Board has ensured that these procedures, which form part of the Company's stated investment policy, have been adopted in connection with the proposed Acquisition. Further details are set out in the EGM circular.

The Project, which would be the Company's third investment in Canada, complements the other investments in the portfolio. The Board is comfortable that the consideration for the Acquisition of approximately CAD53 million (around GBP27 million) is in line with market pricing generally, as well as with comparable projects that the Investment Adviser has recently appraised on behalf of the Group. The Acquisition will be funded from the Company's revolving debt facility.

Graham Picken, Chairman of the Board, said:

"This Acquisition fits within the Company's Investment Strategy and helps diversify the current portfolio further by geography. The Board unanimously recommends that Shareholders vote in favour, as all of the Directors intend to do in respect of their own beneficial holdings of Ordinary Shares."

Further details of the Acquisition and the EGM can be found in the circular, a copy of which will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.Hemscott.com/nsm.do and from the Company's website.

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Enquiries

InfraRed Capital Partners Limited +44 (0) 20 7484 1800

Tony Roper

Keith Pickard

Laurence Richardson

Tulchan Communications +44 (0) 20 7353 4200

Martha Walsh

Victoria Huxster

Canaccord Genuity +44 (0) 20 7523 8000

Dominic Waters

Neil Brierley

Will Barnett

David Yovichic

HICL Infrastructure Company Limited

The Company is a long term investor in infrastructure projects which are predominantly in their operating phase and yielding steady returns. It was the first infrastructure investment company to be listed on the London Stock Exchange. It currently owns a portfolio of 101 social and transportation infrastructure investments and is seeking further suitable investment opportunities which fit its stated Investment Strategy.

Further details of the Company can be found on its website www.hicl.com.

InfraRed Capital Partners Limited

The Investment Adviser to the Company is InfraRed Capital Partners Limited ("InfraRed"), whose infrastructure investment team has successfully invested in over 160 infrastructure projects since 1997. InfraRed manages specialised funds and co-investment capital on behalf of a broad range of investors from around the world, creating value through investing in infrastructure and real estate projects. The head office is in London, with offices in Hong Kong, New York, Paris, Seoul and Sydney. InfraRed is authorised and regulated in the UK by the Financial Conduct Authority.

Further details of the Investment Adviser can be found on its website www.ircp.com.