HICL Infrastructure Regulatory News (HICL)

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

HICL Infrastructure PLC

Result of Placing

29 November 2019

Further to the announcement of 22 November 2019, the Board of HICL Infrastructure PLC (the "Company") is pleased to announce that the Company has successfully completed its equity issue, raising gross proceeds of £100m through the issue of 62,500,000 new Ordinary Shares. The Issue Price per Ordinary Share was 160.0 pence.

The Issue was materially over-subscribed at the Issue Price. Accordingly, scaleback has been applied in respect of applications received.

Commenting on today's announcement, Ian Russell, Chairman of the Company, said:

"We are delighted with this successful fundraising, which has been supported by a broad range of investors. This represents a strong endorsement of HICL's investment proposition, which is to deliver long-term, stable income from a diversified portfolio of core infrastructure investments which sit at the heart of communities. The proceeds of the issue will be deployed to repay the net funding requirement and facilitate the Company's pursuit of attractive new investment opportunities."

Application will be made to the Financial Conduct Authority for admission of the 62,500,000 new Ordinary Shares to the premium listing segment of the Official List maintained by the Financial Conduct Authority and to the London Stock Exchange plc (the "LSE") for admission to trading of the Shares on the LSE's Main Market for listed securities (together, "Admission"). It is expected that Admission will take place on Tuesday 3 December 2019 and that dealings in the Shares on the LSE's Main Market for listed securities will commence at the same time.

Following the issue of the new Ordinary Shares on 3 December 2019, the total number of voting rights in the Company will be 1,853,642,769. This figure may be used by shareholders in determining the denominator for the calculation by which they will establish if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure and Transparency Rules.

The Placing is conditional, among other things, on Admission being effective and the Tap Issue Agreement not being terminated in accordance with its terms. The new Ordinary Shares have been placed by Investec Bank plc ("Investec") and RBC Europe Limited (trading as RBC Capital Markets) ("RBC"). Investec and RBC acted as joint bookrunners in relation to the Issue.

LEI: 213800BVXR1E5L7PEV94

Enquiries:

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

Harry Seekings

Keith Pickard

Kirsty MacCallum

Investec Bank plc +44 (0) 20 7597 4000

Dominic Waters

Neil Brierley

Will Barnett

Alice Douglas

Carl Goossens

David Yovichic

Denis Flanagan

RBC Capital Markets +44 (0) 20 7653 4000

Darrell Uden

Duncan Smith

Matthew Coakes

Teneo +44 (0) 20 7420 3169

Robert Morgan

Haya Herbert-Burns

IMPORTANT INFORMATION

This announcement contains Inside Information.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP ISSUE. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS DIRECTED ONLY AT PERSONS SELECTED BY INVESTEC BANK PLC AND RBC EUROPE LIMITED (THE "JOINT BOOKRUNNERS") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE FPO) OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE FPO (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ONLY RELEVANT PERSONS MAY PARTICIPATE IN THE TAP ISSUE AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE EUROPEAN ECONOMIC AREA (EEA), OTHER THAN TO PERSONS WHO ARE BOTH (I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION ((EU)2017/1129) (THE "PROSPECTUS REGULATION"), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED UNDER THE EU ALTERNATIVE INVESTMENT FUND MANAGERS DIRECTIVE (NO. 2011/ 61/EU) (THE "AIFM DIRECTIVE") OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED OFFICE.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below), and accordingly may not be offered, sold or transferred within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the United States) except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Tap Issue is being made (i) outside the United States in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S and (ii) to persons located inside the United States or to U.S. Persons that are ''qualified institutional buyers'' (as the term is defined in Rule 144A under the U.S. Securities Act) that are also ''qualified purchasers'' within the meaning of section 2(A)(51) of the U.S. Investment Company Act in reliance on an exemption from registration provided by section 4(A)(2) under the U.S. Securities Act.

The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "U.S. Investment Company Act") and investors will not be entitled to the benefits of the U.S. Investment Company Act. This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for Tap Shares in any jurisdiction including, without limitation, the United States, Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (an "Excluded Territory"). This Announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, Affiliates) that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary 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 Joint Bookrunners, each of which is authorised and regulated in the United Kingdom by the Financial Conduct Authority (the "FCA"), are acting for the Company and for no one else in connection with the Tap Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to the Tap Issue, or any other matters referred to herein.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures, in the UK being the FCA's Product Intervention and Governance Sourcebook (PROD) (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of professionally advised retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution a) if to professionally advised retail investors, through advised distribution channels only; or b) through such distribution channels as are appropriate to professional clients and eligible counterparties, (in each case) as are permitted by MiFID II (the "Target Market Assessment"). Notwithstanding the Target Market Assessment, Distributors should note that: the price of New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Tap Issue. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only contact prospective Applicants for participation in the Tap Issue who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to New Ordinary Shares. Each Distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.