Infra.india Regulatory News (IIP)

Infrastructure India plc

Placing of Ordinary Shares

Further to an announcement made today, Infrastructure India plc, an AIM listed infrastructure fund investing directly into assets in India, announces the following further information regarding the placing of 123,899,118 new ordinary shares of 1p each ("Ordinary Shares") in the Company ("Placing Shares") at a price of 33p per share (the "Placing Price"), raising approximately £40.88 million (before expenses) (the "Placing").

The Placing Price represents a premium of approximately 14.8 per cent. to the mid-market closing price of an Ordinary Share of 28.75p on 22 August 2012 (being the latest practicable date prior to the announcement of the Placing).

Application has been made for the 123,899,118 Placing Shares to be admitted to trading on AIM and dealings are expected to commence on 28 August 2012.

Directors' Interests

Timothy Walker intends to subscribe for 30,303 Placing Shares pursuant to the Placing. The table below sets out the Directors' respective interests in the share capital of the Company on 22 August 2012 (being the last practicable date prior to announcement of the Placing) and following completion of the Placing:

Notes:

1. Assuming no exercise of warrants to subscribe for Ordinary Shares ("Warrants") between the date of this announcement and the admission of the Placing Shares to trading on AIM.

2. Mr Tribone is a director and indirect shareholder in GGIC. GGIC, directly and indirectly, currently holds 68,660,065 Ordinary Shares, representing 31.39 per cent. of the issued share capital prior to the Placing. An affiliate of GGIC is participating in and underwriting the Placing as set out below.

3. Mr Lulla and Mr Venerus are indirect shareholders in GGIC.

4. Mr Viswanath holds his Ordinary Shares through Anuradha Holdings Private Limited, of which he is majority shareholder and director.

5. Mr Walker also holds 5,000 Warrants.

Subscription Agreement and Placing Agreement

The Company has entered into a Subscription Agreement with an affiliate (the "Subscriber") of Guggenheim Global Infrastructure Company Limited ("GGIC") pursuant to which, subject to certain terms and conditions, the Subscriber will subscribe for 38,886,850 Placing Shares, being GGIC's pro rata share of the Placing, and the Subscriber has also undertaken, subject to certain terms and conditions, to subscribe for the balance of Placing Shares not otherwise placed, subject to certain terms and conditions, both at the Placing Price. The Subscriber will be paid no fees on GGIC's pro rata share of the Placing, will be paid a 1 per cent. commitment fee on the value of all of the Placing Shares it has committed to underwrite (the "Underwritten Shares") and a further 2 per cent. fee on the value of any of these Underwritten Shares it does eventually acquire (the "Underwriting Arrangements"). 

The Company intends also to enter into a Placing Agreement with Smith & Williamson Corporate Finance Limited and Investec Bank plc, pursuant to which they will use their reasonable endeavours to procure subscribers for the Underwritten Shares.

Related Party Transactions

GGIC currently owns, directly and indirectly, 68,660,065 Ordinary Shares (representing 31.39 per cent. of the current issued share capital of the Company). GGIC is, therefore, a substantial shareholder and also a company within the same group as the Company's asset manager. Therefore, the Subscriber's participation in the Placing and the Underwriting Arrangements under the Subscription Agreement are deemed to be related party transactions under the AIM Rules for Companies. The independent directors of the Company, being M. S. Ramachandran, Timothy Stocks and Timothy Walker, consider, having consulted with Smith & Williamson Corporate Finance Limited in its capacity as the Company's nominated adviser, that the terms of the Subscription Agreement are fair and reasonable insofar as the Company's shareholders are concerned.

Total Voting Rights

Following the admission to trading on AIM of the 123,899,118 Placing Shares on 28 August 2012, the Company's capital will consist of 342,660,000 Ordinary Shares and 7,340,000 Warrants.

The total number of voting rights in the Company will be 342,660,000. The voting rights on all these shares are identical. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in the Company, following 28 August 2012.

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