HICL Infrastructure Regulatory News (HICL)

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME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. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR SOUTH AFRICA OR TO U.S. PERSONS.

HICL Infrastructure Company Limited

12 January 2017

Intention to issue new equity

HICL Infrastructure Company Limited ("HICL" or the "Company"), the listed infrastructure investment company advised by InfraRed Capital Partners Limited ("InfraRed" or the "Investment Adviser"), is pleased to announce that it intends to proceed with a Placing, Open Offer and Offer for Subscription of Ordinary Shares (the "Issue") during the first quarter of this year.

As noted in its announcement of last week, the Company currently has a funding surplus of around £6m, but also has commitments of approximately £200m in aggregate in respect of conditional acquisitions which are expected to complete during the first half of 2017.

The pipeline of potential new acquisitions remains healthy and the Investment Adviser is confident that further attractive investment opportunities will arise in the coming months. Furthermore, the Board recognises that it has been some time since shareholders, and other investors, have had the opportunity to take part in a fundraising by the Company on a more formal footing. The Company's use of tap issues has facilitated efficient, cost-effective fundraising on short notice but the Board is conscious that it affords investors limited time to determine whether and on what basis to participate.

Accordingly, it is the Board's intention to publish a prospectus in relation to the Issue and to convene an extraordinary general meeting for the purpose of seeking shareholder approval for the Issue. As with previous formal equity fundraisings by the Company, the inclusion of an Open Offer will ensure that a portion of the Issue is reserved in the first instance exclusively for existing shareholders.

Further details as to the precise timing and quantum of the Issue will be announced in due course. For indicative purposes, however, it is envisaged that a prospectus will be published in February and that (subject to shareholder approval) the new Ordinary Shares will be issued and commence trading by the end of March. In terms of the size of the Issue, the Board will continue to observe the policy that the Company should not be cash positive to any material extent and accordingly the Issue will be limited in size to the aggregate of (i) the Group's funding requirements at the time of publication of the prospectus and (ii) the consideration payable for further investments made, contracted to be made (whether on a conditional or unconditional basis) or expected to be made by the Group.

As part of the process, and in order to provide guidance to potential investors, the Board intends to publish the Company's (unaudited) Net Asset Value per Ordinary Share as at 31 December 2016 in due course.

A further announcement giving full details of the Issue will be made at the time of publication of the prospectus.

Enquiries:

Important Information

This Announcement contains Inside Information as defined under the Market Abuse Regulation (EU) No. 596/2014.

This Announcement has been issued by and is the sole responsibility of the Company.

This Announcement is for information purposes only and does not constitute an invitation to subscribe for or otherwise acquire or dispose of securities in the Company in any jurisdiction. The information contained in this Announcement is for background purposes only and does not purport to be full or complete. This announcement does not constitute or form part of any offer to issue or sell, or any solicitation of any offer to subscribe or purchase any investments nor shall it (or the fact of its distribution) form the basis of, or be relied on in connection with, any contract therefor.

No representation or warranty express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Canaccord Genuity Limited or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

This Announcement and the information contained herein is not for publication, release or distribution, directly or indirectly, in or into the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which the same would be unlawful. This announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or acquire shares in the capital of the Company in the United States, Australia, Canada, Japan or South Africa or any jurisdiction in which such an offer or solicitation is unlawful.

Shares in the Company have not been, nor will 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 accordingly may not be offered, sold or transferred within the United States except pursuant to an exemption from, or in a transaction not subject to, registration under the Securities Act. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "Investment Company Act") and investors will not be entitled to the benefits of that Act. In addition, relevant clearances have not been, and will not be, obtained from the securities commission (or equivalent) of any province of Australia, Canada, Japan or South Africa and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the Ordinary Shares or the New Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Australia, Canada, Japan or South Africa.

Canaccord Genuity Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and is acting for no-one else in connection with the Issue.

InfraRed Capital Partners Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, acts as Investment Adviser to the Company and is acting for no-one else in connection with the Issue.

HICL Infrastructure Company Limited

HICL Infrastructure Company Limited ("HICL" or the "Company", and together with its subsidiaries the "HICL Group") is a long term investor in infrastructure assets which are predominantly operational and yielding steady returns. It was the first infrastructure investment company to be listed on the London Stock Exchange. With a current portfolio of 114 infrastructure investments (including the A63 and Northwest Parkway commitments with limited conditions to completion), HICL is seeking further suitable opportunities, which are positioned at the lower end of the risk spectrum, in three target markets segments: PPPs; regulated assets; and demand-based assets.

Further details can be found on the HICL website, www.hicl.com.

Investment Adviser

The Investment Adviser to HICL is InfraRed Capital Partners Limited ("InfraRed") which has successfully invested in over 200 infrastructure projects since 1997. InfraRed is a leading international investment manager focused on infrastructure and real estate. It operates worldwide from offices in London, Hong Kong, New York, Seoul and Sydney. With over 120 professionals it manages in excess of USD 9bn of equity capital in multiple private and listed funds, primarily for institutional investors across the globe. InfraRed is authorised and regulated by the Financial Conduct Authority.

The infrastructure investment team at InfraRed consists of 60 investment professionals, all with an infrastructure investment background and a broad range of relevant skills, including private equity, structured finance, construction, renewable energy and facilities management.

InfraRed implements best-in-class practices to underpin asset management and investment decisions, promotes ethical behaviour and has established community engagement initiatives to support good causes in the wider community. InfraRed is a signatory of the Principles of Responsible Investment.

Further details can be found on InfraRed's website, www.ircp.com.