Infra.india Regulatory News (IIP)

15 December 2023

Infrastructure India plc

("IIP" or the "Company" or, together with its subsidiaries, the "Group")

 Debt Facilities Update

Infrastructure India plc, an AIM quoted infrastructure fund investing directly into assets in India, announces that it has agreed an extension to the maturity dates of all its debt facilities, being the term loan provided by IIP Bridge Facility LLC (the "Term Loan"), the working capital loan provided by GGIC, Ltd. (the "Working Capital Loan") and the bridging loan provided by Cedar Valley Financial (the "Bridging Loan").

On 6 September 2023, IIP announced that it had entered the Share Purchase & Shareholders' Agreement ("SPSHA") for the conditional sale of DLI to Pristine Malwa Logistics Park Private Limited (the "Transaction"). The Transaction comprises a share swap and upfront cash consideration, whereby DLI Mauritius, which owns a 99.99% interest in DLI, will receive, in consideration for selling its entire shareholding in DLI, a cash payment of approximately US$10 million on closing, and up to 33% of Pristine Malwa's issued share capital. The final equity and cash consideration payable to DLI Mauritius is subject to customary adjustments based on the net current assets and indebtedness of DLI on the closing date. The Transaction is also subject to consent from the Group's lenders. Meanwhile, each of IIP's lenders has agreed to extend the maturity date of the respective loans to 15 January 2024 to accommodate the timeline to closing, when longer-term extensions are expected to be agreed. The Transaction continues to progress with certain conditions precedent satisfied and it is now expected that the Transaction will complete prior to 15 January 2024. The Company will make a further announcement in due course.

The Term Loan is a US$119 million principal secured facility provided to IIP's wholly owned Mauritian subsidiary, Infrastructure India Holdco, originally announced in April 2019. The loan carries an interest rate of 15% per annum, calculated in a manner that yields a 15% IRR for the lender and is secured on all assets of Infrastructure India Holdco, including 100% of the issued share capital of Distribution Logistics Infrastructure India, DLI's parent company. The current amount of interest accrued is approximately US$89 million. The maturity date of 15 December 2023 has been extended to 15 January 2024 (the "Maturity Extensions" applying collectively to all loan maturity extensions set out in this announcement).

The unsecured Working Capital Loan was originally provided to the Group in April 2013 by GGIC, Ltd. in an amount of US$17 million and increased to US$21.5 million in September 2017. The Working Capital Loan carried an interest rate of 7.5% per annum on its principal amount. The Group and GGIC, Ltd. agreed to increase its interest rate to 15% per annum from 1 April 2019. The current amount of interest accrued is approximately US$29 million. The maturity date of 15 December 2023 has been extended to 15 January 2024 (a "Maturity Extension").

The unsecured Bridging Loan was originally provided to the Group in June 2017 by Cedar Valley Financial and was subsequently increased in multiple tranches to US$64.1 million in March 2019. The Bridging Loan carried an interest rate of 12.0% per annum on its principal amount. The Group and Cedar Valley Financial previously agreed to increase its interest rate to 15% per annum from 1 April 2019. The current amount of interest accrued is approximately US$60 million. The maturity date of 15 December has been extended to 15 January 2024 (a "Maturity Extension").

Related Party Transaction

IIP Bridge Facility LLC and Cedar Valley Financial are affiliates of GGIC, Ltd., which is, directly and indirectly, interested in 75.4% of the Company's issued share capital. Under the AIM Rules for Companies (the "AIM Rules"), IIP Bridge Facility LLC, Cedar Valley Financial and GGIC, Ltd. are each, therefore, deemed to be related parties of the Company and the Maturity Extensions are related party transactions pursuant to Rule 13 of the AIM Rules.

The independent directors of IIP, being M.S. Ramachandran and Graham Smith, consider, having consulted with Strand Hanson Limited in its capacity as the Company's nominated adviser, that the terms of the Maturity Extensions are fair and reasonable insofar as the shareholders of IIP are concerned.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

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