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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME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. 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.

24 May 2017

HICL Infrastructure Company Limited (the "Company" or "HICL")

Issue of Equity

Introduction

The Board of HICL today announces a proposal to raise £205 million through an issue of Ordinary Shares in the capital of the Company (the "New Ordinary Shares") by way of tap issuance (the "Issue"). The Issue will be made to qualifying investors* through HICL's corporate broker, Canaccord Genuity Limited ("Canaccord Genuity").

The net proceeds of the Issue will be applied in addressing the Company's net funding requirement, which currently stands at approximately £205 million1.

Given the pipeline of investment opportunities currently being considered by the Investment Adviser, as a result of which the Company may soon have additional funding requirements, the Directors will give consideration to increasing the size of the Issue in the event of material excess demand for New Ordinary Shares. At present, the Company has the ability to issue up to 162,246,567 New Ordinary Shares by way of tap issuance, allowing it to raise a maximum of approximately £260 million.

Details of the Issue and expected timetable

Under the terms of the Issue, HICL intends to issue Ordinary Shares of 0.01 pence each in the capital of the Company, under authority granted by Shareholders at the Extraordinary General Meeting of the Company held on 20 March 2017.

The Issue will be non pre-emptive and will be launched immediately following this announcement, when Canaccord Genuity will commence a book-building process to determine the level of demand from potential investors for participation in the Issue. The number of New Ordinary Shares to be issued and the price per Share (the "Strike Price") will be agreed between Canaccord Genuity and the Company following close of the book-build at 11.00 a.m. on Monday 5 June, and announced shortly thereafter. Canaccord Genuity and the Company reserve the right to set a maximum percentage of New Ordinary Shares that may be allocated to any one investor.

The New Ordinary Shares are not being offered at a fixed price. To bid in the book-build, investors should communicate their bid (or bids) by telephone to their usual sales contact at Canaccord Genuity. Each bid should state the number of New Ordinary Shares for which the prospective investor wishes to subscribe and the price or price range that the prospective investor is offering to pay; any bid price must be for a full pence or half pence amount. The Strike Price will be in excess of the Company's prevailing net asset value per Ordinary Share.

By way of information, the Company has today announced its net asset value per Ordinary Share as at 31 March 2017, being 149.0p. This figure incorporates the fourth quarterly interim dividend of 1.92p in respect of which the Company's shares will go ex-dividend on 25 May 2017, and which will be paid to shareholders on the register as at the close of business on 26 May 2017. For the avoidance of doubt, the New Ordinary Shares to be issued pursuant to the Issue will not qualify for this interim dividend. The closing mid-market price of the Company's Ordinary Shares on the Main Market of the London Stock Exchange on 23 May 2017 was 174.4p per Share.

The book-build is expected to close at 11.00 a.m. (London time) on Monday 5 June 2017 but may be closed earlier or later at the discretion of the Company and Canaccord Genuity. Canaccord Genuity may, in agreement with the Company, accept bids that are received after the book-build has closed.

Subject to the above, Canaccord Genuity may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company, and may scale down any bids for this purpose on such basis as the Company and Canaccord Genuity may determine. Canaccord Genuity may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time, and (ii) allocate New Ordinary Shares after the book-build has closed to any person submitting a bid after that time. The Company reserves the right to reduce the amount to be raised pursuant to the Issue.

Application for listing and admission to trading

Application will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium segment of the Official List of the FCA and to London Stock Exchange plc for admission to trading of the New Ordinary Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 7 June 2017 and that dealings in the New Ordinary Shares on the London Stock Exchange's main market for listed securities will commence at that time.

* As defined in section 86(7) of the Financial Services and Markets Act 2000 (as amended).

1 Following the acquisition of an interest in Affinity Water and taking into account the planned sell-down of £25m announced on 22 May 2017

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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.

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.

Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or commitment whatsoever in any jurisdiction.

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 or Japan 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 or Japan or any jurisdiction in which such an offer or solicitation is unlawful.

Shares in HICL 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. No offering of the Shares is being made in the United States or to U.S. persons as defined in and in accordance with Regulation S under the Securities Act ("U.S. Persons"). 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.

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

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.