Infra.india Regulatory News (IIP)

Infrastructure India plc

Placing of new Ordinary Shares to raise up to £33.0 million (before expenses)

including

 Cash Investment by Guggenheim Global Infrastructure Company Limited

and

Acquisition of interests in income-producing and pipeline infrastructure assets

and

Proposed Appointment of New Directors and Appointment of Joint Broker

Infrastructure India, an investment company focussed on Indian infrastructure assets, announces the following developments:

·; The Company has placed up to 54,545,454 new Ordinary Shares ("Placing Shares") at a price of 60.5p per share, raising up to £33.0 million (before expenses) (the "Placing"). The Placing is independent of the other proposals set out below, in particular, the Acquisitions (as defined below), except where stated otherwise.

o 42,148,761 Placing Shares have been placed firm with certain existing shareholders and other investors, equivalent to approximately £25.5 million (before expenses). These shares are expected to commence trading on AIM at 08:00 a.m. on 17 February 2011.

o 4,132,231 Placing Shares (equivalent to approximately £2.5 million (before expenses)) have been placed unconditionally with Guggenheim Global Infrastructure Company Limited ("GGIC") and will be issued following completion of the Extraordinary General Meeting (details of which are set out below).

o 8,264,462 Placing Shares (equivalent to approximately £5.0 million (before expenses)) have been placed with GGIC, conditional upon completion of the acquisition of certain assets from GGIC (details of which are set out below).

·; The Group has also entered into agreements with, inter alia, GGIC, to acquire significant interests in India Hydropower Development Company, LLC ("IHDC") and Vikram Logistic & Maritime Services Private Limited ("VLMS"), consideration for which will be satisfied through the issue of up to 111,252,365 new Ordinary Shares ("Consideration Shares") at an implied price of 106p per share (equivalent to the most recently published net asset value per share of the Company) (the "Acquisitions") and a cash payment of US$1.5 million, valuing the estimated net asset value of such assets at approximately US$191.5 million.

o The Group will acquire a 50 per cent. interest in IHDC which has developed, completed and operates a range of income producing and in-development hydroelectric power assets.

o The Group will acquire an interest of up to 99.99 per cent., in aggregate, in VLMS, a company that has developed and operates transportation and container processing infrastructure in India. In addition, VLMS is in the process of acquiring two substantial tracts of land in Bangalore and Chennai in order to develop new container processing facilities, including, potentially, two FTWZ bonded warehouse facilities.

§ Approximately 37.39 per cent. of VLMS will be acquired from FPC, a wholly owned subsidiary of GGIC, and approximately 62.60 per cent. of VLMS will be acquired from Anuradha Holdings Private Limited ("AHP") (the "AHP Assets"), a company owned and controlled by Vikram Viswanath who has been associated with VLMS since its inception.

§ The acquisition of the AHP Assets is dependent on approvals from the Reserve Bank of India and/or the Foreign Investment Promotion Board which the Company hopes will be forthcoming in due course. Accordingly, completion of each of the Acquisitions is not inter-conditional.

·; On completion of the acquisition from GGIC of the interest in IHDC and the 37.39 per cent. interest in VLMS (the "GGIC Assets"), it is anticipated that Tom Tribone, Sonny Lulla, Rob Venerus and Tim Stocks will be appointed to the Board. Following completion of the acquisition of the AHP Assets, once the relevant approvals are received, it is proposed that Vikram Viswanath will be appointed to the Board.

·; The Acquisitions constitute a reverse takeover under Rule 14 of the AIM Rules for Companies and are, therefore, subject to shareholder approval at an Extraordinary General Meeting to be held at the Company's registered office at 11:30 a.m. on 2 March 2011 (the "EGM"). Notice convening the EGM will be set out in the admission document which is expected to be posted to Shareholders today.

·; It is anticipated that, following the acquisition of the GGIC Assets by the Company, together with the Placing Shares which it has agreed to subscribe for, GGIC (together with a party which is deemed to be acting in concert with GGIC, the "Concert Party") will have an interest in the Company of approximately 45.59 per cent. of the issued share capital of the Company following the Placing and acquisition of the GGIC Assets ("Enlarged Share Capital"). The Panel on Takeovers and Mergers (the "Panel") has agreed that it will not require the Concert Party to make a general offer under Rule 9 of the City Code in cash for Ordinary Shares which might otherwise arise as a result of the acquisition of the GGIC Assets, subject to the Whitewash Resolution (to be set out in the notice convening the Extraordinary General Meeting) being passed on a poll by independent Shareholders. To be passed, the Whitewash Resolution will require a simple majority of the votes cast by independent Shareholders.

·; The Directors, who have been so advised by Smith & Williamson in its capacity as nominated adviser, consider that the Acquisitions are fair and reasonable and in the best interests of the Company and the independent Shareholders as a whole. In providing advice to the Directors, Smith & Williamson has taken into account the Directors' commercial assessments of the Acquisitions. Consequently, the Directors unanimously recommend that Shareholders vote in favour of the Resolutions to be proposed at the Extraordinary General Meeting, as they have irrevocably undertaken to do in respect of their own shareholdings, which in aggregate will amount to approximately 0.31 per cent. of the Existing Ordinary Shares immediately prior to the EGM.

·; It is anticipated that if the relevant resolutions are passed at the EGM, the Enlarged Share Capital of the Company will be re-admitted to trading on AIM at 08:00 a.m. on 3 March 2011 ("Admission").

·; On Admission, the Company will adopt the revised Investing Policy as set out in the admission document expected to be posted to Shareholders, today.

·; On Admission, it is anticipated that Guggenheim Franklin Park Management, LLC ("GFPM") a wholly owned subsidiary of GGIC, will be appointed as Asset Manager to the Group and Akur Partners LLP ("Akur"), the Company's current Asset Adviser, will be appointed as the Valuation and Portfolio Services Adviser to the Group and will continue to act as the Company's Financial Adviser.

·; Prodaman (Pommy) Sarwal, Non-executive Director, has resigned from the Board with immediate effect. It is anticipated that, on Admission, Rupert Cottrell, Chairman, will become Deputy Chairman, while Philip Scales, Non-executive Director, will also resign from the Board but will remain involved with the Company through the Administrator.

·; Westhouse Securities Limited ("Westhouse Securities") acted as a placing agent for the Placing and has been appointed as joint broker to the Company with immediate effect.

·; Further information on the Placing is set out in the separate announcement by the Company containing certain details relating to the Placing which was also released today.

Commenting on the Placing and the Acquisitions, Rupert Cottrell, Chairman of Infrastructure India, said:

"The Board is delighted with the support it has received from its Shareholders and new investors as evidenced through the Placing. The Indian infrastructure sector continues to be a compelling story and we believe that there are significant opportunities in the sector which the Placing will enable the Group to pursue. The Placing will also further enhance the ability of the Group to bring both its existing investments to completion and full revenue generation.

"In particular, the Board believes that the Company's association and involvement with GGIC provides it with an excellent strategic opportunity to access and create a pipeline of infrastructure assets as well as allowing the Company to benefit from the extensive infrastructure experience of GGIC.

"The proposed acquisitions of interests in hydroelectric power and container freight infrastructure assets in India, respectively, represent income producing and in-development assets, as well as increased sector diversification, and should materially augment the Company's presence and profile in India as well as within the infrastructure sector more generally.

"Finally, I would like to thank both Pommy and Philip for all the support and commitment they have provided to the Company since its formation in 2008 - we wish them well."

As the Acquisitions are conditional (amongst other things) on the consent of the Company's shareholders, there is no guarantee that the Acquisitions, or either of them, will complete. 

All defined terms are as set out in the admission document to be posted to shareholders, today. Copies of the admission document and this announcement are available on the Company's website at www.iiplc.co.uk. Hard copies of the admission document can be obtained, during business hours, from the offices of Smith & Williamson Corporate Finance Limited, 25 Moorgate, London EC2R 6AY.

Expected Timetable of Principal Events in respect of the Acquisitions and Admission

-Ends-

Enquiries:

The following information has been extracted without material amendment from the admission document expected to be posted to Shareholders later today.

THE PLACING

The Company has conducted the Placing, raising up to approximately £33.0 million (before expenses) from certain Shareholders and other investors (including GGIC), through the issue of up to 54,545,454 Placing Shares at the Placing Price. The Placing Price represents a discount of approximately 10 per cent. to the Closing Price and a discount of approximately 43 per cent. to the latest Net Asset Value per Ordinary Share of 106p as at 30 September 2010, as published on 22 December 2010. As part of the Placing and to demonstrate its commitment to the Company, GGIC has agreed to invest up to £7.5 million in cash in IIP by subscribing for 12,396,693 Placing Shares, of which 4,132,231 Placing Shares (worth approximately £2.5 million) have been subscribed for unconditionally but will only be issued following the conclusion of the EGM and 8,264,462 Placing Shares (worth approximately £5.0 million) have been subscribed for conditional on the completion of the acquisition of the GGIC Assets. The Placing Shares to be subscribed for by GGIC will be issued and allotted to GGIC following the conclusion of the EGM. The Placing (except in relation to the relevant Placing Shares conditionally subscribed for by GGIC) is not conditional on the completion of the Acquisitions.

The purpose of the Placing has been to assist in the future development of the Company, thereby providing the Company with a broader capital base from which to consider potential corporate transactions as well as providing forward momentum for the Company, and also to ensure that the Company has sufficient working capital in relation to the broader range of investments that will be held by the Group following completion of the Acquisitions.

Application has been made for the Placing Shares (aside from those to be issued to GGIC) to be admitted to trading on AIM and dealings are expected to commence on 17 February 2011. The Placing Shares to be issued to GGIC, which are to be issued and allotted following the conclusion of EGM, are expected to form part of the New Ordinary Shares for which application will be made to the London Stock Exchange for admission to trading on AIM pursuant to Admission.

If Admission does not take place on or before 8.00 a.m. on 3 March 2011 (or such later time and/or date as Smith & Williamson, Westhouse Securities and Akur may agree, a separate application will be made to the London Stock Exchange for the 4,132,231 Placing Shares to be issued to GGIC following the EGM to be admitted to trading on AIM, separately at such time and/or date as the Company, Smith & Williamson, Westhouse Securities and Akur may agree.

The Placing Shares will rank pari passu in all respects with the Ordinary Shares in issue prior to the Placing, including the right to receive all dividends and other distributions declared, paid or made after today or, in respect of the Placing Shares to be issued to GGIC, after Admission or the date on which such Placing Shares are admitted to trading on AIM if Admission does not occur and (save as regards the Placing Shares to be issued to GGIC) to attend and vote at the EGM.

INFORMATION ON GGIC

Background on GGIC

GGIC (a subsidiary of GFP) owns and operates energy and transportation infrastructure investments in high growth markets. In India, GGIC has investments in eight hydroelectric projects, both operational and under development, as well as port, container and transportation projects. These investments comprise the GGIC Assets. GGIC owns the GGIC Assets, through two wholly-owned subsidiaries, FPC and FPI.

GGIC's management team comprises of Thomas (Tom) Tribone, Rahul (Sonny) Lulla and Robert Venerus. GGIC's management has experience in developing infrastructure projects in over twenty countries. Tom Tribone played a prominent role (latterly with the other members of the GGIC management team) in much of the growth of AES from a private start-up company in 1982 to one of the largest and most successful companies in the industry. The GGIC management team has worked together for over 15 years and have complementary skills in both day-to-day operations as well as the development of new business.

GGIC has expertise in the development, acquisition, construction and day-to-day management of infrastructure projects. GGIC is led by Tom Tribone who is President and CEO of GGIC and, prior to founding GGIC, was Executive Vice President at AES where he oversaw the completion of transactions with an aggregate value in excess of £20 billion and played a significant role in the appreciation of the value of AES to a point where the business achieved over 20 million customers and 20,000 employees. On completion of the Acquisitions, it is proposed that Tom will join the board of IIP.

Sonny Lulla is a Senior Vice President at GGIC. Prior to co-founding GGIC, Sonny was employed by Credit Suisse and by AES where he was President of AES Brasil Energia, with responsibility for several businesses in Brazil generating over US$1 billion annual revenue. It is proposed that, on completion of the Acquisitions, Sonny will also join the board of IIP and serve as its Chief Executive Officer.

 GGIC has confirmed to the Company and Smith & Williamson that it would intend that the Company should operate independently of GGIC and that the Company's board should similarly act independently.

BACKGROUND TO THE ACQUISITIONS

The Company has agreed to acquire significant interests in IHDC and VLMS, whereby under one agreement, GGIC agrees to sell its interests in FPI (which holds a 50.0 per cent. interest in IHDC) and FPC (a wholly owned subsidiary of GGIC) agrees to sell its interests in VLMS to two subsidiary companies of IIP. Under a separate agreement, AHP will sell its shares in VLMS to IIP. The aggregate consideration under both agreements will be the issue of 111,252,365 Consideration Shares at an implied price of 106p per share (representing a premium of approximately 58 per cent. to the Closing Price) and a cash payment of US$1.5 million. As a result of the agreements, the Company would acquire interests in a diversified range of income producing and in-development hydroelectric power assets, some of which have been in operation since 2001, and container infrastructure assets in India.

GGIC is an infrastructure investor which owns and operates energy and transportation infrastructure businesses in high growth markets and is actively pursuing new opportunities globally. GGIC has an extensive reach and understanding of the development and management of infrastructure assets in India, as well as being a highly respected name elsewhere.

In addition, as part of the Placing, GGIC has agreed to invest up to £7.5 million in cash in IIP at the Placing Price by subscribing for up to 12,396,693 Placing Shares as part of its commitment to the Company and business plan to substantially develop the scale of the Company while providing a platform from which to maximise the value of the Company's existing investments along with the assets of GGIC now being introduced into the Company.

The Directors consider that the combination of the progress already achieved by IIP over the past two years and the expertise and capability of GGIC should provide a strong basis for the Company to become a significant entity in the Indian infrastructure market and in turn provide investors with "pure-play" access to Indian infrastructure assets at the project level and avoiding the need to acquire Indian quoted securities.

The implied value of 106p per share placed on the Consideration Shares reflects fully the Net Asset Value of IIP as at 30 September 2010 which was published on 22 December 2010 at a stated amount of 106p per Ordinary Share. Accordingly, with a current Closing Price of 67p per share, following passing of the Resolutions, Shareholders will benefit from Ordinary Shares being issued at a significant premium to the current market price, which will fully reflect the underlying asset value of the Existing Assets. The implied value of the Consideration Shares represents a premium of approximately 58 per cent. to the Closing Price and should, in the view of the Directors, enable the market generally to recognise more fully the underlying value contained within the Company and for the price of the Ordinary Shares to more fully reflect this value.

GGIC is a subsidiary of GFP. GFPI, the general partner of GFP began operating in 2005 by Guggenheim and three former leaders of The AES Corporation ("AES"), a New York Stock Exchange listed global power company. Guggenheim is a privately held, global financial services firm with more than US$100 billion in assets under supervision. Guggenheim, together with its affiliates, provides investment management, investment and wealth advisory, insurance, investment banking and capital markets services for an array of clients, with 24 offices in eight countries around the world.

On Admission, GFPM will act as the Asset Manager to the Company (pursuant to the Management Services Agreement) with Akur (the Company's current Asset Adviser) providing valuation and portfolio services to the Company (pursuant to the Valuation and Portfolio Services Agreement).

Further information on the GGIC management team is set out below.

The Directors consider that the acquisition of the GGIC Assets alone (and with the acquisition of the AHP Assets, if completed) will materially augment the Company's presence and profile in India as well as within the infrastructure sector more generally and so will further enhance the ability of the Company to bring both its existing investments to completion and full revenue generation. The Directors also consider that the adoption of the Company's newly-published NAV in respect of its existing investments as the benchmark for the proposed acquisition of interests in IHDC and VLMS provides strong validation of the Company's underlying asset value and should lead, in the Directors' opinion, to a narrowing of the discount of the market price of the Ordinary Shares to the NAV.

Specifically, the Company is proposing to acquire GGIC's 50 per cent. interest in IHDC, a company which operates hydroelectric projects in India, together with GGIC's approximately 37.39 per cent. interest in VLMS and, subject to certain Indian regulatory approvals and certain other conditions, a further approximately 62.60 per cent. interest in VLMS from AHP. VLMS was incorporated in 1992 and Vikram Viswanath has been associated with VLMS since its inception (taking over the business operations from a predecessor firm originally formed in 1972).

VLMS has a wealth of experience and relationships in the transportation sector in India and has developed and operates transportation and container processing infrastructure in India. In addition, VLMS is in the process of acquiring two substantial tracts of land in Bangalore and Chennai to develop new container processing facilities which will allow VLMS to benefit more fully from being an owner-operator by retaining a greater proportion of the revenue margins generated by such facilities. In due course, VLMS may develop both sites into two FTWZ bonded container warehouse facilities. FTWZs represent a new class of tax efficient infrastructure, promoted and developed by the Government of India and opened to private industry in India, giving enhanced scale, as well as benefitting from operating and tax efficiencies specifically in relation to the rapidly expanding Indian imports and exports trade.

The benefits of acquiring GGIC's interests in IHDC include:

• the acquisition of interests in established, built hydroelectric power generation assets, some of which were acquired completed almost 10 years ago; and

• being able to have access to the highly experienced team that IHDC has in India and the US.

The benefits of acquiring VLMS (comprising GGIC's interests in VLMS and, assuming the acquisition of these assets completes, the AHP Assets as well) include:

• having direct access to a highly-experienced and capable management team, that has been operating in the transportation sector for over 30 years;

• the planned acquisition of two substantial tracts of land, one in Chennai and one in Bangalore, which will enable VLMS to capture higher margins as the operator of the facilities, once built-out; and

• both sites being in key strategic locations in India, with the Electronics City in Bangalore, one of the largest industrial centres in India, being near the Bangalore FTWZ, and the Chennai land being well located between the Port of Chennai and Ennore Port.

Further details on both IHDC and VLMS are set out below.

BENEFITS OF THE ACQUISITIONS

The Directors consider that the Acquisitions offer a number of significant benefits to the Company's Shareholders (whether or not the purchase of the AHP Assets completes). These include:

• enhancing IIP's ability to realise maximum value for Shareholders from its existing investments with additional financial resources and being able to draw upon the skills and presence of GGIC in India;

• overall the business of IIP being strengthened by the support and commitment of GFPM as Asset Manager;

• IIP becoming one of the few infrastructure companies of growing scale and relevance dedicated solely to investing in private, infrastructure-rich opportunities in India (as opposed to publicly quoted Indian companies or other infrastructure funds), allowing investors direct exposure to the Indian infrastructure sector at, or close to, the project level;

• increasing the scale and profile of the Company as well as the size of its shareholder base; and

• adopting a low cost model of operation with no performance fees (or similar incentives) being paid to the Company's Investment Advisory Team and with no salaries being paid to the new GGIC nominated Board members.

PROPOSED INVESTMENTS

IHDC

IHDC is an international partnership between DLZ Corporation, a US consulting firm operating in the architectural and engineering industry, and a subsidiary of GGIC, whose primary business is the ownership and operation of hydroelectric power plants in India. The management team at IHDC has extensive hydroelectric project experience in both the USA and India, with relationships at both local and national levels across India. The company has corporate offices located in Mumbai, a project management office in Pune and satellite offices at each of its project sites throughout India.

Presently, IHDC has approximately 80 engineering, operations, and management employees in India. The Company's top executives include US, Canadian, and Indian nationals, each of whom has 20 or more years of experience in the hydroelectric power, engineering, and water resources industries in India and/or North America.

IHDC's asset base consists of existing hydroelectric power generation assets, the right to implement additional hydroelectric power capacity in several states in India, and an established operating infrastructure capable of supporting such projects. The focus on smaller hydroelectric power plants in India means that the relevant PPA tariff is generally established by the relevant state government through a promotional policy for small hydroelectric power projects, which is intended to streamline and simplify the development and operations of small-scale renewable power assets.

IHDC has a proven track record in respect of hydroelectric power plants in India and, to date, operates two hydroelectric plants totaling up to 48MW of capacity, it also has developed, completed and operates two greenfield projects totalling 7MW of capacity and has a further four hydro power projects under construction/development, totaling up to 29MW of capacity including Raura at enhanced capacity. In addition, IHDC has a pipeline of identified projects for future development.

In summary, IHDC's main operational projects comprise:

• Bhandaradara Power No. I:

- a rehabilitation project, involving the redevelopment and enhancement of the plant's capacity from 10MW to 12MW

- a power purchase agreement for 30 years with the Maharashtra State Electricity Board

- construction completed in 2001

• Bhandaradara Power No. II:

- located downstream from Bhandaradara Power No. I

- a rehabilitation project, which involved the redevelopment and enhancement of the plant's capacity to 34MW

- acquired in 2006

• Birsinghpur:

- a 2.2MW capacity greenfield project

- a power purchase agreement for five years with private industry off-takers

- construction completed in 2006

• Darna:

- a greenfield project totalling 4.9MW of capacity

- a power purchase agreement with Maharashtra State Electricity Distribution Company Limited, valid until 2045

- construction began in 2008 and began generating power in January 2011

IHDC's main projects under construction/development comprise:

• H.P. Cluster No. I:

- three greenfield projects totalling 13MW of capacity

- a power purchase agreement for 40 years with the Himachal Pradesh State Electricity Board

- construction started in 2007 and completion is expected in early 2012 and 2013

• Raura:

- an 8MW capacity project which can be enhanced to 15MW of capacity

- construction is to begin in 2011, with completion expected in 2015.

VLMS

VLMS is a privately owned supply chain transportation and container infrastructure company with a strong presence in Southern India and which is developing two FTWZ bonded container warehouse facilities. VLMS was incorporated in 1992 (having taken over the business operations from a predecessor firm originally formed in 1972) and is headquartered in Bangalore in India. It employs approximately 300 staff. The majority shareholders in VLMS comprise AHP and FPC. VLMS provides a broad range of transportation services including, trucking, coastal shipping, customs clearing and handling, bonded warehousing to customers in a range of industries such as CONCOR, Coca Cola, Reserve Bank of India, Credence Logistics, Pearl Harbour, American Power Corporation and Qatar Cargo.

VLMS has, amongst other sites, already developed two Container Freight Stations ("CFSs") at ports for loading and unloading containerised cargo which are fully operational and a key focus of the group is to develop two FTWZ bonded container warehouse facilities, one in Bangalore and one in Chennai, both of which are in close proximity to the existing CFSs. The proposed FTWZ to be developed in Bangalore is over a 105 acre site which is located within 10 km of Electronics City in Bangalore, while the proposed FTWZ to be developed in Chennai is also over a 105 acre site.

A key focus of the GoI's plans relating to infrastructure is to promote and develop supply chain infrastructure, to include the development and establishment of FTWZs. Both the FTWZs proposed to be developed by VLMS should be able to benefit from favourable tax provisions, including excise duty exemptions and income tax benefits.

TERMS OF THE ACQUISITION AGREEMENTS

The Acquisition Agreements were conditionally entered into on 11 February 2011 and comprise one share purchase agreement providing for:

(i) the purchase by a wholly owned Mauritian subsidiary of the Company from GGIC of its entire interest in FPI in its capacity as sole member of FPI in exchange for such subsidiary procuring the issue of 23,423,866 Consideration Shares to GGIC and the payment of US$1.5 million;

(ii) the purchase by another wholly owned Mauritian subsidiary of the Company from FPC of approximately 37.39 per cent. of the issued share capital of VLMS in exchange for such subsidiary procuring the issue of 32,839,506 Consideration Shares to FPC,

and another share purchase agreement providing for:

(iii) the purchase by the Company from AHP of the AHP Assets, comprising approximately 62.60 per cent. of the issued share capital in VLMS, in exchange for the issue of 54,988,993 Consideration Shares to AHP.

Completion of the Acquisitions is subject to the satisfaction of a number of conditions, namely:

(i) the passing of the Resolutions and Admission occurring by 8.00 a.m on 3 March 2011 (or such later date as the Company and GGIC or AHP, as applicable, shall agree);

(ii) in the case of the acquisition of the AHP Assets only, receipt of all necessary approvals from the FIPB and/or the RBI and the achievement of certain conditions regarding the acquisition of certain lands;

(iii) the parties to the relevant agreement complying in all material respects with certain provisions regarding the conduct of their respective businesses prior to completion (as described below); and

(iv) the delivery of customary completion deliverables on completion of the relevant Acquisition Agreement (such as certain third party consents and share transfers) and land acquisition conditions.

Assuming the Resolutions are passed at the EGM, it is anticipated that the acquisition of the GGIC Assets will complete shortly thereafter, while the completion of the acquisition of the AHP Assets will complete as soon as practicable after receipt of all necessary approvals from the FIPB and/or the RBI (assuming such approvals are forthcoming).

During the period between 11 February 2011, when the Acquisition Agreements were signed, and their completion, GGIC and AHP have agreed to procure that certain acts relating to the GGIC Assets and the AHP Assets are not done without the written consent of the Company and the Company has provided reciprocal confirmations in respect of itself for the period prior to Admission.

The Acquisition Agreements contain limited warranties, including those given by GGIC and FPC (in respect of the GGIC Assets), AHP (in respect of the AHP Assets) and the Company (in respect of the Consideration Shares). Where the Company's Mauritian subsidiaries are acting as purchaser under the Acquisition Agreements, the Company has provided a guarantee in favour of GGIC and FPC as to the performance by such subsidiaries of their obligations under the relevant Acquisition Agreement.

REVERSE TAKEOVER AND THE CITY CODE

Under Rule 14 of the AIM Rules for Companies, the Acquisitions will constitute a reverse takeover of the Company and, accordingly, are conditional upon the passing of the Resolutions by Shareholders at the Extraordinary General Meeting, which is being convened for 2 March 2011. Further details of the Extraordinary General Meeting will be set out in the Admission Document.

The terms of the Acquisitions give rise to certain considerations under the City Code. Brief details of the Panel, the City Code and the protection they afford are given below.

The purpose of the City Code is to supervise and regulate takeovers and other matters to which it applies. The City Code is issued and administered by the Panel. The Company is a company to which the City Code applies and as such Shareholders are therefore entitled to the protections afforded by the City Code.

Under Rule 9 of the City Code, where any person acquires, whether by a single transaction or a series of transactions over a period of time, an interest (as defined in the City Code) in shares which (taken together with shares in which persons acting in concert with him are interested) carry 30 per cent. or more of the voting rights of a company which is subject to the City Code, that person is normally required by the Panel to make a general offer, in cash, to all the remaining shareholders to acquire their shares.

Rule 9 of the City Code further provides that, inter alia, where any person who, together with persons acting in concert with him, is interested in shares which in aggregate carry not less than 30 per cent. of the voting rights of a company but does not hold shares carrying not more than 50 per cent. of such voting rights and such person, or any such person acting in concert with him, acquires an interest in additional shares which increase his percentage of shares carrying voting rights, such person is normally required by the Panel to make a general offer to the remaining shareholders to acquire their shares.

An offer under Rule 9 must be made in cash and at the highest price paid by the person required to make the offer or any person acting in concert with him, for any interest in shares of the company during the 12 months prior to the announcement of the offer.

Under the City Code, a concert party arises when persons who, pursuant to an agreement or understanding (whether formal or informal), co-operate to obtain or consolidate control of that company. Under the City Code, control means an interest, or aggregate interests, in shares carrying 30 per cent. or more of the voting rights of a company, irrespective of whether the interest or interests gives de facto control.

In the context of the Acquisitions, the Panel considers that GGIC and FPC, which is wholly owned by GGIC, are persons acting in concert for the purposes of the City Code in relation to the Company. Further information on the Concert Party members is set out in below.

As a result of the Placing and following the acquisition of the GGIC Assets, the Concert Party will be interested in 68,660,065 New Ordinary Shares which will represent approximately 45.59 per cent. of the Enlarged Share Capital.

The Panel has been consulted and has agreed that it will not require the Concert Party to make a general offer under Rule 9 of the City Code in cash for Ordinary Shares which might otherwise arise as a result of the acquisition of the GGIC Assets, subject to the Whitewash Resolution (as will be set out in the notice convening the Extraordinary General Meeting) being passed on a poll by independent Shareholders. To be passed, the Whitewash Resolution will require a simple majority of the votes cast by independent Shareholders.

Following completion of the acquisition of the AHP Assets, the Concert Party's interest in Ordinary Shares will be diluted to approximately 33.40 per cent. of the Further Enlarged Share Capital. Accordingly, as the Concert Party will be interested in Ordinary Shares which carry not less than 30 per cent. and not more than 50 per cent. of the voting rights of the Company, the Concert Party would not be able to increase their holdings without incurring an obligation under Rule 9 of the City Code to make a general offer, otherwise than with the agreement of the Panel.

ADDITIONAL INFORMATION ON THE CONCERT PARTY

The respective interests of the Concert Party in the Company following completion of the Placing with GGIC and the acquisition of the GGIC Assets are set out in the table below, together with the details of the maximum percentage of the Ordinary Shares carrying voting rights in which they would each be interested:

1. Assuming no exercise of Warrants between the date of this announcement and Admission

LOCK-IN AND ORDERLY MARKET ARRANGEMENTS

GGIC and FPC have each undertaken with the Company, Smith & Williamson and Westhouse Securities under respective lock-in agreements dated 11 February 2011 ("Lock-In Agreements") that they each will not (subject to certain exceptions) dispose of any of their Ordinary Shares until the expiry of 12 months after the date of Admission and that, for a further period of 12 months thereafter, they will not sell or dispose of their Ordinary Shares except through the Company's broker for the time being. These undertakings are in respect of a total of 68,660,065 Ordinary Shares representing approximately 45.59 per cent. of the Enlarged Share Capital on Admission and approximately 33.40 per cent. of the Further Enlarged Share Capital following the acquisition by the Company of the AHP Assets.

The provisions of the Lock-In Agreements will not apply in certain limited circumstances which include, inter alia:

• the acceptance of, or the entering into of an irrevocable undertaking to accept, a general offer for the whole of the issued share capital of the Company in accordance with the City Code; or

• any transfer pursuant to a compromise or an arrangement between the Company and its members which is agreed to by the members and sanctioned by the court; or

• any transfer to a company within the same group as the locked-in Shareholder; or

• any transfer pursuant to a court order.

Following completion of the acquisition of the AHP Assets and the issue of the Consideration Shares to AHP, it is expected that AHP may seek to realise some of those shares. The timing of such realisation to be subject to market conditions and the amount to be so realised to be subject to advice from the Company's broker.

UPDATE ON THE COMPANY'S EXISTING INVESTMENTS

In addition to seeking to position the Company appropriately for the future, it remains the stated priority of the Directors, a strategy supported by GGIC and AHP, both to seek completion of the Company's existing investments and realise an anticipated uplift in valuation as a result.

To date, the Company has deployed the majority of approximately £32.2 million of net proceeds that was raised at the time of the Company's IPO on 30 June 2008, in two projects.

The Shree Maheshwar Project

The Group made its first investment in June 2008, when it invested a total of approximately £13.2 million (Rs. 1.1 billion) in SMHPCL, in return for a 6.23 per cent. equity interest (post all dilution effects). SMHPCL was specifically established to own and develop a 400MW hydroelectric power project (10 turbines of 40MW each) situated on the Narmada River in Maheshwar, in the southwestern region of Madhya Pradesh in India.

The Shree Maheshwar Project is expected to be one of the largest privately owned Indian hydroelectric schemes when it is fully commissioned. The Directors have been informed that the first of the ten turbines of 40MW each is now fully assembled on site and was ready to begin power generation in January 2011, while two more turbines are also on site and anticipated to be ready for commissioning during the first quarter of 2011. The Directors understand that overall civil works are now approximately 96.6 per cent. complete. The Shree Maheshwar Project is currently expected to commence initial power generation during the first quarter of 2011, with the facility expected to be fully operational in the third quarter of 2011.

The Lebad-Jaora Project

On 30 September 2008, the Group invested approximately £11.3 million (Rs 960 million) in a toll road in Central India - WMPITRL, representing a 26 per cent. shareholding in the project. WMPITRL was awarded a toll road project on a DBFOT (Design, Build, Finance, Operate, Transfer) basis in August 2007 for a term of 25 years. The toll road project comprises a single 125 km stretch of road which is being widened from the existing two lanes to four lanes in order to reduce congestion experienced on the route and is part of the local state government sponsored road upgrade programme. While tolling operations were originally anticipated to commence around April 2010, partial tolling began ahead of schedule and commenced on approximately 67 km of the road in November 2009 and tolling over the entire length of the road is expected to commence during the first quarter of 2011, following completion of the remaining bridges over railways which are under construction.

Following the Group's initial investment in connection with WMPITRL, there have been a number of variations to the project specification, in particular in relation to three bridges over railways. The extra costs involved are technically for the account of the State Roads Authority but in a number of cases, the reimbursement takes the form of an extension to the length of the concession rather than a direct payment, therefore the project company bears such additional costs. The Group contributed £881,000 (Rs. 68 million) in October 2009 as part of its share of the marginal cost overrun. In June 2010, the Group made a further contribution of approximately £360,000 (Rs. 25 million). The amount of the second contribution was materially reduced from the originally anticipated amount of Rs. 64 million and allowed the Group to maintain its 26 per cent. shareholding in the project. The project is now fully funded for the current design.

BOARD OF DIRECTORS

The Board is responsible for the determination of the Company's investment objective and policy and will have overall responsibility for the Enlarged Group's activities, including the review of its investment activity and performance. The Board meets at least quarterly. For this purpose, the Board will receive periodic reports from the Investment Advisory Team detailing the Enlarged Group's performance.

Prodaman Sarwal has resigned as a non-executive director of the Company with immediate effect. Upon Admission, Rupert Cottrell will become Deputy Chairman and Philip Scales will resign from the Board (though will continue to be involved with the Company through the Administrator).

The current Directors of the Company are:

Rupert Cottrell, Non-Executive Chairman (aged 65)

Rupert holds a number of non-executive director positions, including with Diamond Circle Capital plc, a listed fund investing in a portfolio of diamonds of which he is chairman, Carpathian plc, an AIM listed Eastern European commercial property fund, South Asia Real Estate Limited, an unquoted Indian residential property fund, and two Polygon Hedge Funds. He was previously a non-executive director of The PFI Infrastructure Company plc, an AIM listed infrastructure fund which was taken private in 2007. Rupert's background in the financial services sector includes executive director positions at a number of City investment management firms and four years as a director of financial regulator, FIMBRA, now part of the FSA. Rupert is an Isle of Man resident and a Fellow of the Securities Institute.

Timothy Walker, Non-Executive Director (aged 54)

Tim is a chartered accountant and Isle of Man resident, and the former finance director of Swallow/Vaux Group plc, Strix Group and Burtonwood Brewery plc. His initial PFI experience was as finance director of Vaux Group plc where he helped negotiate the first hospital/hotel contract under the UK Government's PFI Scheme, and subsequently was a non executive director of the PFI Infrastructure Company plc, an AIM listed infrastructure fund which was taken private in 2007. Tim's current non executive roles include Squarestone Brasil plc, a developer of shopping malls in Brazil (of which he is chairman), Clean Energy Brazil plc (of which he is audit committee chairman), Carpathian plc, Ishaan Real Estate plc, an Indian IT park and shopping mall developer, and Duet India Hotels Limited, a developer of international standard hotels in India.

Philip Scales, Non-Executive Director (aged 61)

Philip is managing director of IOMA Fund and Investment Management Limited ("IOMA"), part of the Isle of Man Assurance Group. IOMA specialises in the provision of third party fund administration and investment management services. Prior to this, Philip spent 18 years as managing director of Northern Trust International Fund Administration Services (Isle of Man) Limited (formerly Barings (Isle of Man) Limited). He has over 30 years' experience working offshore, primarily in corporate and mutual fund administration, and currently holds a number of directorships of listed companies. Philip is a Fellow of the Institute of Chartered Secretaries and Administrators.

Philip will resign as a director of the Company with effect from Admission.

Proposed Directors

With the exception of Tim Stocks and Vikram Viswanath, the Proposed Directors form part of the GGIC management team and have worked together as a team since the early 1990s while employed at AES. Importantly, they were responsible for the acquisition of existing operations and commencement of greenfield projects in the U.S. and Emerging Markets around the world, including Asia, Eastern Europe and Latin America. Vikram Viswanath, who is currently executive chairman of VLMS, is expected to be appointed to the Board following completion of the acquisition of the AHP Assets.

The Proposed Directors of the Company are:

Thomas (Tom) Tribone, Chairman (aged 58)

Tom is the President and CEO of GGIC. He has led GGIC's growth from its initial start-up until today. Prior to founding GGIC, Tom was the Executive Vice President of The AES Corporation. He has extensive transaction and operating experience including the completion of transactions with a value totalling over US$30 billion worldwide. Tom helped develop the strategy of a "Global Power Company" and, pursuant to this strategy, originated a number of first-of-a-kind transacions that are now major areas of economic activity. He executed most of AES's significant acquisitions of some of the largest utilities. At AES and GGIC he led an extension of each organisation's expertise into new franchise infrastructure businesses and new regions of the world. He was responsible for the day-to-day operations of businesses with over 20 million customers and 20,000 employees.

Prior to AES, Tom held several management positions with Atlantic Richfield Company including responsibility for the company's energy and environmental matters. Tom has been a director of both listed and private infrastructure companies as well as a member of a number of industry, academic and non-profit boards.

Rahul (Sonny) Lulla, Chief Executive (aged 39)

Sonny is a Senior Vice President of GGIC and has over 17 years of experience in infrastructure M&A, operations, and financing. Prior to co-founding GGIC, Sonny was employed by Credit Suisse and by AES where he was President of AES Brasil Energia with responsibility for several businesses in Brazil generating over US$1 billion in annual revenue. Additionally, Sonny served as special assistant to the chairman, was responsible for the US$2.4 billion restructuring of AES' investment in Eletropaulo and Light, and led numerous acquisitions in the US and Latin America. Sonny held positions in power and utilities financing and operations at Morgan Stanley, CMS Energy Corporation and Credit Suisse First Boston.

Robert Venerus, Non-Executive Director (aged 44)

Robert is a Senior Vice President of GGIC. Prior to GGIC, Robert was an officer and Vice President of AES where he was responsible for the start-up of global infrastructure development activities outside of electricity. Prior to that position, Robert led a team of professionals in The AES Corporation's London office as Managing Director, Business Development for Europe and Africa. During this time, Robert led the successful US$1.2 billion restructuring of the Maritza Power Project, which was noted by Project Finance magazine as the European Power Deal of the Year for 2005. While at AES, Robert held various senior positions, reporting both directly to the Chief Executive Officer as well as to Tom Tribone where he completed transactions with a total value of over US$5 billion.

Tim Stocks, Non-Executive Director, (aged 52)

Tim is a partner and head of the Financial Institutions & Markets Group at international law firm, Taylor Wessing LLP. As a practicing solicitor for over 26 years, he specialises in advising listed companies across a range of business sectors as well as advising sponsors, investment banks, nominated advisers and brokers.

Tim has advised the board of GGIC since 2007.

Vikram Viswanath, Non-Executive Director (aged 41)

Vikram is the Chairman and Managing Director of VLMS. Prior to this position, Vikram was a promoter director at VLMS, becoming managing director in 2000. He has extensive international experience in trading operations, cargo transportation and logistics. Vikram holds a post graduate degree in International and Strategic Management from the University of St. Thomas, Minnesota and was also the vice president of financial and trading transactions at a US trading house. Vikram is also the majority shareholder and a director of AHP.

Further information on the Directors, as required by Schedule 2, paragraph (g) of the AIM Rules for Companies, will be set out in the admission document.

CORPORATE GOVERNANCE

While the Company is no longer subject to the Combined Code applicable to companies listed on the Official List, the Directors and the Proposed Directors recognise the importance of sound corporate governance and the Company intends to comply with the QCA Guidelines.

In particular, the Directors and the Proposed Directors are responsible for overseeing the effectiveness of the internal controls of the Company designed to ensure that proper accounting records are maintained, that the financial information on which business decisions are made, and which is issued for publication, is reliable and that the assets of the Company are safeguarded.

The Board's objective, following Admission, is to move the Company to the Official List as soon as practicable and the Board plans to advance preparations in the second half of the year. Once the Company meets the applicable listing criteria, a resolution to this effect would be put to Shareholders, should the Board consider that such a move would be in the best interests of the Company and Shareholders as a whole. In addition, the Company would need to ensure that it complied with the relevant provisions of the Listing Rules, including any applicable provisions relating to the composition of the Board.

The Isle of Man does not have any corporate governance regime which is applicable to the Company.

MANAGEMENT SERVICES AGREEMENT

On Admission, Infrastructure India HoldCo will enter into the Management Services Agreement with GFPM, in its capacity as the Asset Manager. Under the terms of the Management Services Agreement, the Asset Manager is responsible for identifying, structuring and monitoring investments and advising on exit strategies in respect of investments made by the Enlarged Group. In all cases the board of Infrastructure India HoldCo must first approve any such investment. The Asset Manager also advises on the proposed disposal of investments made or to be made by the Enlarged Group.

The appointment of the Asset Manager by Infrastructure India HoldCo is for an initial term of six years from the date of Admission. After the initial term of six years, the Management Services Agreement will continue until terminated by either party on 12 months' written notice to expire at any time on or after the end of the six year period. However, each of Infrastructure India HoldCo and the Asset Manager have the right to terminate the Management Services Agreement in the event of a material breach by the other party, and, if such breach is capable of remedy, has not been remedied within 30 days. The Management Services Agreement may also be terminated in other prescribed circumstances including the liquidation of one of the parties or any other similar event of insolvency or if the Asset Manager ceases to hold the relevant licences or consents to enable it lawfully to carry out or perform the services required of it.

Under the Management Services Agreement, the Asset Manager has agreed that it will present exclusively to the Company and the Enlarged Group for their consideration any opportunities which would fall within the investment policies of the Enlarged Group. Subject to this restriction and to the conflicts management arrangements, the services of the Asset Manager under the Management Services Agreement are not exclusive and the Asset Manager is free to render similar services to others. Under the Management Services Agreement, the Company has agreed that it will exclusively use the Asset Manager (and the Valuation and Portfolio Services Adviser) in connection with the management of the Existing Assets and the New Assets.

The Management Services Agreement contains an indemnity from Infrastructure India HoldCo in favour of the Asset Manager against actions, proceedings, claims, demands and liabilities arising out of the performance of the Asset Manager's duties except insofar as the same may result from the wilful misconduct of the Asset Manager, its associates or delegates or any of its or their directors, employees and agents.

Under the Management Services Agreement, the Asset Manager is entitled to receive a management fee (see below for further details).

Infrastructure India HoldCo will also reimburse the Asset Manager in respect of reasonable and properly incurred expenses incurred by the Asset Manager in carrying out its duties under the Management Services Agreement.

All amounts payable to the Asset Manager by Infrastructure India HoldCo are exclusive of all taxes, duties and other levies.

VALUATION AND PORTFOLIO SERVICES AGREEMENT

On Admission, Akur, the Company's current Asset Adviser, will enter into the Valuation and Portfolio Services Agreement. The Valuation and Portfolio Services Agreement provides for the provision by the Valuation and Portfolio Services Adviser of certain technical services as may be required by the Enlarged Group, equivalent to those provided pursuant to the Management Services Agreement. The Valuation and Portfolio Services Agreement is based upon the same terms as those of the Management Services Agreement, save as regards the management fee, details of which are outlined below, the term, which is an initial five year period, and a right for the Company to terminate the agreement in the event of a change of control of Akur.

MANAGEMENT FEES

With effect from Admission, the agreement between the Company and Akur in its capacity as Asset Adviser will terminate. Infrastructure India HoldCo will instead enter into the Management Services Agreement with GFPM and the Valuation and Portfolio Services Agreement with Akur.

Under the Management Services Agreement, GFPM shall be paid a management fee quarterly in arrears which shall be an annual amount equal to 1.5 per cent. of the value of the New Assets and 0.5 per cent. of the value of the Existing Assets, as published by the Company from time to time, for the first 24 months from Admission and, thereafter, an annual amount equal to 2.0 per cent. of the Net Asset Value.

Under the Valuation and Portfolio Services Agreement, Akur shall be paid a management fee quarterly in arrears which shall be an annual amount equal to 0.5 per cent. of the value of the New Assets and 1.5 per cent. of the value of the Existing Assets, as published by the Company from time to time, for the first 24 months from Admission and, thereafter, an annual amount calculated by reference to the Group's assets which shall not be less than £600,000 per annum or such higher amount as is agreed in writing between Akur and Infrastructure India HoldCo.

RELATED PARTY TRANSACTION

Entry into the Valuation and Portfolio Services Agreement between the Group and Akur constitutes a related party transaction within the meaning of the AIM Rules for Companies.

The Directors consider, having consulted with Smith & Williamson Corporate Finance Limited, in its capacity as the Company's nominated adviser, that the terms of the Valuation and Portfolio Services Agreement are fair and reasonable insofar as Shareholders are concerned.

INVESTING POLICY

The Company's investing policy with effect from Admission will be as follows:

Overall focus

The Company will invest at the asset level or through specific holding companies (not by investing in other funds or in the equity of non-specific parent companies) in infrastructure projects in India. Such investments are to be focused on the broader sectors of:

• Energy - including assets involved in electricity generation, transmission and distribution; infrastructure assets related to oil and gas, service provision and transmission; renewable fuel production and renewable energy assets; and

• Transport - including investment in roads, rail, ports and airport assets, and associated transport interchanges and distribution hubs.

Additionally, the Company may make investments in other economic and social infrastructure sectors within India where opportunities arise and which the Board considers offer similar risk and return characteristics to those found within the energy and transport sectors.

Sector weighting

The Company will be focused on investing in assets close to the commencement of operations - it will concentrate on making investments in those assets which are in the process of construction and are typically within 30 months of planned commercial operation. In some cases, however, the Company may invest in primary bidding and/or early stage assets (e.g. before the commencement of construction) and, in some cases, existing assets in operation.

Asset allocation

The Company will focus on being a purely equity investor at the SPV level in infrastructure assets in India. The Company may also invest through subordinated debt or mezzanine instruments in some cases.

Risk diversification

The Company will seek geographical diversification within India and diversification within the project types, counterparty, payment mechanisms and co-investment partners.

Gearing

The Company's level of gearing will be limited to no more than 50 per cent. of its NAV. Gearing at the nonrecourse SPV level will typically be at a debt/equity ratio of 70/30. The Board will seek to increase gearing at the project level when appropriate but will seek to ensure, as far as possible, that gearing at the nonrecourse SPV level does not exceed 90 per cent. of total capital.

Maximum exposures

The Company anticipates that single investments will typically represent no more than 30 per cent. of the Group's NAV (as measured at the time of investment). Should the maximum exposure be reached, the Group will seek to ensure that the remainder of the Group's investments are spread across different asset classes in different geographies (within the definition of the Group's overall focus) to ensure risk diversification.

Subject to this, there will be no minimum or maximum stakes that the Company can have in projects although its target size of equity investment in any one single entity project is likely to be between £10 million and £40 million. The Board may undertake investments outside of these parameters at their discretion but in consultation with Shareholders, as has been the case in respect of VLMS.

Investment Restrictions

The Company must, insofar as it is possible, invest and manage its assets in a way which is consistent with its objective of spreading investment risk and in accordance with the overall investing policy. In addition, no more than 10 per cent., in aggregate, of the value of the total assets of the Company at the time an investment is made, may be invested in other listed closed-ended investment funds. The Board does not anticipate any circumstances in which the Company's investment restrictions will be breached, but were this to occur, the actions to be taken would be communicated to Shareholders by an announcement through an RIS.

DIVIDEND POLICY

The objective of the Company remains to provide Shareholders with an attractive overall return from their investment in the Company. In the view of the Directors and the Proposed Directors, the infrastructure projects into which the Group invests should generate predictable and long term cashflows following the commencement of stable operations.

In particular, following the generation of predictable revenues from the Company's existing investments as well as from the interests acquired in IHDC and VLMS, the Directors and the Proposed Directors intend to give appropriate consideration to the commencement of the payment of a regular dividend, which is anticipated to be within the next 12-24 months, subject to the availability of an appropriate level of distributable reserves, the Law and the Articles. Any such decision will be based on the intention of the Board to start generating an income stream for investors in the Company, while ensuring the retention of an appropriate level of earnings consistent with the management of the Company's activities.

Infrastructure projects typically produce long term steady revenues once the asset is in operation, extending over the life of the concession awarded. The Directors and the Proposed Directors believe that these long term revenue streams will allow the Company to generate dividend payments in due course.

Smith & Williamson Corporate Finance Limited ("Smith & Williamson") and Akur Partners LLP ("Akur") are each authorised and regulated in the United Kingdom by the Financial Services Authority, and are acting exclusively for the Company and for no one else in relation to the Placing and the Acquisitions. Neither Smith & Williamson nor Akur will regard any other person (whether or not a recipient of this announcement) as their client in relation to the Placing and the Acquisitions and will not be responsible to anyone other than the Company for providing the protections afforded to respective clients of Smith & Williamson and Akur or for providing any advice in relation to the Placing and the Acquisitions, the contents of this announcement or any transaction or arrangement referred to herein. No liability whatsoever is accepted by Smith & Williamson or Akur for the accuracy of any information or opinions contained in this announcement or for the omission of any material information, for which they are not responsible.

Westhouse Securities Limited ("Westhouse Securities"), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting solely for the Company in relation to the Placing. Westhouse Securities will not regard any other person as its client in relation to the Placing and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Westhouse Securities or for providing advice in relation to the Placing or any other transaction or matter referred to in this announcement.

DEFINITIONS

The following definitions apply throughout this announcement, unless the context requires otherwise:

References to "GBP", "£", "Sterling" or "pence" are to the lawful currency of the United Kingdom.