Infra.india Regulatory News (IIP)

24 May 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN

Infrastructure India plc

Proposed Secondary Placing of Ordinary Shares

Infrastructure India plc (the "Company" or "IIP") announces that it has been advised by Vikram Viswanath, a Director of the Company, that he intends to sell up to 12.5 million ordinary shares of 1p each in the Company ("Shares") via an accelerated bookbuild secondary placing (the "Placing"). This represents approximately 5.7 per cent. of the issued share capital of IIP. The Shares held by Mr Viswanath are held through Anuradha Holdings Private Limited ("AHPL") and Mr Viswanath has advised the Company that the cash proceeds will be used to satisfy certain personal financial obligations.

Assuming that the above number of Shares are sold, Mr Viswanath, through AHPL, will hold 42,488,993 Shares representing 19.4% of the issued share capital of the Company following the sale.

The Placing is being managed by Westhouse Securities Limited. The number of Shares in the Placing and the Placing price will be decided at the close of the accelerated bookbuilding period.

The book for the Placing will open with immediate effect. Placing price is expected to be announced as soon as practicable following the closing of the books. The timing of closing of the books will be at the absolute discretion of Westhouse Securities Limited.

Under the terms of a lock in agreement, AHPL has agreed that, save in certain limited circumstances, it will not dispose of further Shares in the Company for a period of 12 months following the completion of the placing and thereafter it will be subject to an orderly marketing arrangement for an additional 12 months such that any disposals of Shares are made through the Company's broker from time to time and otherwise with the consent of the Company and its broker.

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This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Westhouse Securities Limited or by any of its respective affiliates or agents as to or in relation to, the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefore is expressly disclaimed.

Westhouse Securities Limited, which is authorised and regulated by the Financial Services Authority, is acting on the Placing and will not be responsible to anyone other than its client for providing the protections afforded to the clients of Westhouse Securities Limited nor for providing advice in relation to the Placing or any other matter referred to herein.

This announcement is for information purposes only and the distribution of this announcement and the Placing of the Placing Shares in certain jurisdictions may be restricted by law. No action has been taken by the Company or Westhouse Securities Limited that would permit an offering of such shares or possession or distribution of this announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required by the Company and Westhouse Securities Limited to inform themselves about, and to observe, such restrictions.

The information in this announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the securities referred to herein in any jurisdiction in which such offer, solicitation or sale would require preparation of any prospectus or other offer documentation, or be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.

This announcement is only addressed to and directed at persons who are (1) qualified investors within the meaning of directive 2003/71/ec and any relevant implementing measures (the prospectus directive) and (2) who have professional experience in matters relating to investments who fall within article 19(1) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or are persons falling within article 49(2)(a) to (d) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order (all such persons together being referred to as "relevant persons"). The information regarding the Placing set out in this announcement must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this announcement relates is available only to relevant persons and will be engaged in only with relevant persons.

No public offer of securities of the Company is being made in the United Kingdom, the United States, Canada or elsewhere. The information in this announcement does not constitute or form a part of any offer or invitation to acquire or dispose of any securities of IIP, or constitute a solicitation of any offer to purchase or subscribe for securities in any jurisdiction, including the United States, Canada, Australia or Japan or elsewhere.

The securities mentioned herein have not been, and will not be, registered under the United States Securities Act of 1933 (the "Securities Act") nor the security laws of any state or other jurisdiction of the United States. The securities mentioned herein may not be directly or indirectly offered or sold in the United States except pursuant to an exemption from, or transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of securities in the United States.

The information in this announcement may not be forwarded or distributed to any other person and may not be reproduced in any manner whatsoever. Any forwarding, distribution, reproduction, or disclosure of this information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.