HICL Infrastructure Regulatory News (HICL)

4 March 2019

HICL Infrastructure Company Limited

Publication of Circular to Shareholders, Notice of EGM and HICL UK Prospectus

Recommended proposals for a) moving the domicile of the investment business from Guernsey to the United Kingdom and the winding-up of HICL Infrastructure Company Limited and b) amendment to the investment management arrangements.

HICL Infrastructure Company Limited ("HICL Guernsey" or the "Company", and together with its subsidiaries the "Group"), the listed infrastructure investment company advised by InfraRed Capital Partners Limited ("InfraRed"), has today sent a circular and notice of an extraordinary general meeting to its shareholders in respect of recommended proposals for moving the domicile of the Company's investment business from Guernsey to the United Kingdom (the "Proposals").

The Proposals, which will require shareholder approval at an extraordinary general meeting of the Company to be held on 26 March 2019 (the "EGM"), will be effected through a scheme of reconstruction (the "Scheme"). Under the Scheme, Shareholders will be issued with one New Ordinary Share in a newly-established UK public limited company, HICL Infrastructure PLC ("HICL UK"), for each HICL Guernsey Ordinary Share that they hold; and HICL Guernsey will be placed into voluntary liquidation. HICL UK will continue the investment activities of HICL Guernsey, will have an identical investment policy to that of HICL Guernsey and will acquire HICL Guernsey's entire investment portfolio under the Scheme.

InfraRed has been appointed as HICL UK's alternative investment fund manager on the same commercial terms as those in respect of HICL Guernsey save that, subject to shareholder approval, there will be a reduction in the fee payable to InfraRed on the acquisition of new investments (falling from 1.0 per cent. to 0.5 per cent. of consideration paid) and the no-fault termination notice period will be extended from 12 months to 36 months (the "Notice Amendment"). Given InfraRed's position as HICL UK's investment manager, and thus a related party for the purposes of the Listing Rules of the UK Listing Authority, the Notice Amendment constitutes a smaller related party transaction under LR11.1.10. Whilst shareholder approval for a smaller related party transaction is not required, as a matter of good corporate governance the Company is putting the Notice Amendment to shareholders for approval.

A circular (the "EGM Circular") will be available on the Company's website and posted to shareholders later today, containing the notice of the EGM. The resolutions to be put to shareholders at the meeting will seek approval for the Proposals; for an amendment to the Company's Articles for the purposes of the Scheme; and for the Notice Amendment.

The EGM will be held at 11.00 a.m. on 26 March 2019 at the offices of Aztec Group, secretary of the Company, at East Wing, Trafalgar Court, Les Banques, St Peter Port, Guernsey, Channel Islands, GY1 3PP. 

Key expected dates

The EGM Circular and the prospectus in respect of the listing of the New Ordinary Shares of HICL UK (the "Prospectus") have been published today. The EGM Circular has been posted to those Shareholders who have elected to receive a printed copy.

These documents are available to view and download on the Company's website (www.hicl.com), under Investor Relations, Publications, 'HICL Infrastructure PLC' section (for the Prospectus) and under Investor Relations, Publications, 'Circulars & Related Notices' section (for the EGM Circular). Both of these are also available on the National Storage Mechanism website (www.morningstar.co.uk/uk/NSM).

All references are to London time. If any of these times or dates change, the revised times or dates will be notified to shareholders through a Regulatory Information Service.

Defined terms used in this announcement shall bear the meanings given in the EGM Circular.

ends

Enquiries

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

Harry SeekingsKeith Pickard

Tulchan Communications +44 (0) 20 7353 4200

Toby Bates

Sheebani Chothani

Canaccord Genuity Limited +44 (0) 20 7523 8000

David Yovichic

RBC Capital Markets +44 (0) 20 7653 4000

Darrell Uden

HICL Infrastructure Company Limited

HICL Infrastructure Company Limited ("HICL Guernsey" or the "Company", and together with its subsidiaries the "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 117 infrastructure investments, HICL is seeking further suitable opportunities, which are positioned at the lower end of the risk spectrum, in three target markets segments: PPP projects; regulated assets; and demand-based assets.

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

Investment Adviser (InfraRed Capital Partners)

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 140 professionals it manages in excess of US$10bn 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. InfraRed has been appointed as the alternative investment fund manager of HICL UK.

The infrastructure investment team at InfraRed consists of over 75 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.