Infra.india Regulatory News (IIP)

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

21 July 2011

Recommended share offer for Indian Energy Limited ("IEL") by Infrastructure India plc ("IIP")

The Boards of IEL and IIP announce that they have reached agreement on the terms of a recommended share offer by IIP for the entire issued and to be issued ordinary share capital of IEL. It is intended that the Offer be implemented by way of a scheme of arrangement under Part VIII of the Guernsey Companies Law.

Summary

·; The Offer will be made on the basis that, upon the Scheme becoming effective, IEL Shareholders will receive 100 IIP Shares for every 259 IEL Shares. No fractions of New IIP Shares will be allotted.

·; The Offer values the whole of the currently issued and to be issued share capital of IEL at approximately £7.9 million.

·; The Offer is based upon a value of 31 pence per IEL Share, which:

(i) represents a premium for IEL Shareholders of 50.5 per cent. based upon the average Closing Price of an IEL Share for the five Dealing Days immediately prior to the commencement of the Offer Period of 20.6 pence per IEL Share; and

(ii) represents a premium for IEL Shareholders of 21.6 per cent. based upon the Closing Price of IEL on 20 July 2011, being the last Dealing Day prior to the publication of this announcement, of 25.5 pence per IEL Share.

The Closing Price of an IIP Share on 20 July 2011, being the last Dealing Day prior to this announcement, was 80.38 pence per IIP Share.

The IEL Directors, who have been so advised by Arden Partners, consider the terms of the Proposal to be fair and reasonable. In providing advice to the IEL Directors, Arden Partners has taken into account their commercial assessments.

The IEL Directors intend to recommend unanimously that IEL Shareholders vote in favour of both the Scheme Resolution to be proposed at the Court Meeting and the Utilico Resolution to be proposed at the EGM, as they have irrevocably undertaken (without the scope for this obligation to fall away in the face of a competing offer) to do in respect of, in aggregate, 1,742,519 IEL Shares in which they are interested, representing approximately 6.83 per cent. of the existing issued share capital of IEL.

·; IIP has also received an irrevocable undertaking from Utilico to vote in favour of the Scheme Resolution to be proposed at the Court Meeting in respect of 5,197,792IEL Shares, representing approximately 20.38 per cent. of the existing issued share capital of IEL. Utilico will not vote on the Utilico Resolution as a result of its interest in the Utilico Loan Conversion.

·; Accordingly, in total, IIP has received irrevocable undertakings to vote in favour of the Scheme Resolution in respect of 6,940,311 IEL Shares representing approximately 27.21 per cent. of the existing issued share capital of IEL.

Commenting on the Proposal, John Wallinger, Chairman of IEL, said:

"We are delighted with the announcement of the Offer today, which is the result of an intensive process undertaken by IEL to secure the future of the business and deliver the best value for shareholders. The Offer will give Indian Energy's shareholders an interest in a larger, more diversified portfolio in the fast growing Indian infrastructure segment through IIP. We believe that this Offer will result in a significantly enhanced offering for our shareholders and an opportunity to strengthen the business through the scale, reputation and resources of IIP."

Commenting on the Proposal, Tom Tribone, Chairman of IIP, said:

"We are pleased to be acquiring IEL as it increases our exposure to the rapidly growing Indian renewable energy market. IEL has built a strong portfolio of assets together with a solid operational platform from which to leverage. We look forward to working with IEL's accomplished team and providing the necessary support to realise the full potential of the IEL business."

The Offer will be implemented by way of a scheme of arrangement under Part VIII of the Guernsey Companies Law and, in order to approve the terms of the Offer, IEL Shareholders will need to vote in favour of the Scheme Resolution to be proposed at the Court Meeting. At the Court Meeting, the approval of a majority in number of those IEL Shareholders voting (in person or by proxy), representing at least 75 per cent. in value of the IEL Shares in respect of which votes are cast (either in person or by proxy) will be required. Once the necessary approval has been obtained, the Scheme will become effective upon sanction by the Court of the Scheme and satisfaction (or waiver, where possible) of the Conditions.

It is a condition of the Offer that IEL Shareholders, other than Utilico vote by a simple majority in favour of the Utilico Resolution to be proposed at the EGM (either in person or by proxy). If it is not passed, then the Offer will, with the consent of the Panel, lapse and the Scheme will not proceed.

An indicative timetable of principal events is set out below. Please note that these dates are indicative only and will depend, among other things, on the date upon which the Court hears the application to convene the Court Meeting and the date on which the Court sanctions the Scheme.

Fairfax is acting as financial adviser to IIP and Arden Partners is acting as financial adviser to IEL.

This summary should be read in conjunction with the accompanying full text of the announcement which sets out further details of the Proposal and which forms an integral part of this announcement. The Offer will be subject to the Conditions set out in Appendix A. Appendix B contains details of the bases and sources of certain information used in this summary and the following announcement. Appendix C contains details of irrevocable commitments obtained by IIP. Appendix D contains definitions of certain expressions used in this summary and the following announcement.

In accordance with Rule 19.11 of the Code, a copy of this announcement will be published on the following websites: www.indian-energy.com and www.iiplc.com

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

 Enquiries:

Fairfax, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for IIP and no one else in connection with the Proposal and will not be responsible to anyone other than IIP for providing the protections afforded to clients of Fairfax nor for providing advice in relation to the Proposal, the contents of this announcement, or any transaction or arrangement referenced in this announcement.

Arden Partners, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for IEL and no one else in connection with the Proposal and will not be responsible to anyone other than IEL for providing the protections afforded to customers of Arden Partners nor for providing advice in relation to the Proposal, the contents of this announcement, or any transaction or arrangement referenced in this announcement.

This announcement is not intended to and does not constitute or form any part of, an offer to sell or an invitation to purchase or the solicitation of an offer to subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to registration or qualification under the laws of such jurisdiction.

This announcement does not constitute a prospectus or a prospectus equivalent document.

The Offer will be made solely through the Scheme Document which will contain the full terms and conditions of the Scheme, including details of how to vote in favour of the Scheme Resolution and the Utilico Resolution. IEL will prepare the Scheme Document to be distributed to IEL Shareholders. IEL and IIP urge IEL Shareholders to read the Scheme Document when it becomes available because it will contain important information relating to the Offer. Any response to the Offer should be made only on the basis of the information contained in the Scheme Document.

This announcement has been prepared for the purpose of complying with Guernsey law and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside Guernsey.

The distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this announcement comes should inform themselves about, and observe any such restrictions. Failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

Unless otherwise determined by IIP and/or IEL, or required by the Code and permitted by applicable law and regulation, the Offer is not being, and will not be made, directly or indirectly, in or into or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national securities exchange of any Restricted Territory and will not be capable of acceptance by any such use, means or facility or from within any such Restricted Territory. Accordingly, unless otherwise determined by IIP and/or IEL, copies of this announcement and any other documentation relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Territory and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send any such documents in or into or from any such Restricted Territory. Any person (including, without limitation, custodians, nominees and trustees) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this announcement and/or any other related document to any jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of any relevant jurisdiction. Neither the SEC nor any US state securities commission has approved or disapproved the Offer or passed upon the adequacy or completeness of this announcement or any other documentation relating to the Offer. Any representation to the contrary is a criminal offence.

This announcement does not constitute an offer to buy or to subscribe for, or the solicitation of an offer to buy or subscribe for, shares in any jurisdiction in which such offer or solicitation is unlawful. In particular, the New IIP Shares have not been, and will not be, registered under the US Securities Act or qualified for sale under the laws of any state of the United States or under the applicable laws of any of the Restricted Territories and, subject to certain exceptions, may not be offered or sold in the United States or to, or for the account or benefit of any national, resident or citizen of a Restricted Territory. Neither this announcement nor any copy of it may be distributed directly or indirectly to any persons with addresses in the Restricted Territories, or to any corporation, partnership or other entity created or organised under the laws thereof, or in any other country outside the United Kingdom or Guernsey where such distribution may lead to a breach of any legal or regulatory requirement. This announcement has been prepared for the purposes of complying with Guernsey law, the AIM Rules and the City Code and the information disclosed may not be the same as that which would have been prepared in accordance with the laws and regulations of any jurisdiction outside Guernsey. 

FORWARD LOOKING STATEMENTS

This announcement contains certain forward-looking statements with respect to the financial condition, results of operations and business of IEL and/or IIP and certain plans and objectives of the board of directors of IEL, and IIP with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as anticipate, target, expect, estimate, intend, plan, goal, believe, will, may, should, would, could or other words of similar meaning. These statements are based on assumptions and assessments made by the boards of directors of IEL and IIP in the light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe appropriate. They have not been reviewed by the auditors of IEL or IIP. By their nature, forward-looking statements involve risk and uncertainty, and the factors described in the context of such forward-looking statements in this announcement could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements.

All subsequent oral or written forward-looking statements attributable to IEL or IIP or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in this announcement are based on information available to IEL and IIP on the date of this announcement and are made only as of the date of this announcement. Undue reliance should not be placed on such forward-looking statements.

Subject to compliance with the Code, neither IEL nor IIP intend, or undertake any obligation, to update any information contained in this announcement.

DEALING DISCLOSURE REQUIREMENTS

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the Offer Period and, if later, following the announcement in which any paper offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

PUBLICATION ON WEBSITE

A copy of this announcement will be made available on both IEL's and IIP's websites at www.indian-energy.com and www.iiplc.com respectively, on 21 July2011.

For the avoidance of doubt, the content of the websites referred to above is not incorporated into and does not form part of this announcement.

THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

RECOMMENDED SHARE OFFER

for

the entire issued and to be issued share capital of Indian Energy Limited

by

Infrastructure India plc

1. Introduction

The Boards of IEL and IIP announce that they have agreed the terms of a recommended offer for the acquisition by IIP of the entire issued and to be issued share capital of IEL. The Offer is to be effected by way of a scheme of arrangement under Part VIII of the Guernsey Companies Law, which requires approval by IEL Shareholders and sanction of the Court.

This announcement sets out the background to, and the key terms of, the Offer and the reasons why the IEL Directors consider the Proposal to be fair and reasonable and intend to recommend unanimously that IEL Shareholders vote in favour of the resolution to be proposed at the Court Meeting required to implement the Scheme and the resolution to be proposed at the EGM to approve the Utilico Loan Conversion, as they have irrevocably undertaken to do in respect of their beneficial holdings totalling 1,742,519 IEL Shares, representing, in aggregate, 6.83 per cent. of the existing issued share capital of IEL.

In order to approve the Offer, IEL Shareholders will be required to vote in favour of both the Scheme Resolution to be proposed at the Court Meeting and the Utilico Resolution to be proposed at the EGM, both of which meetings are expected to be held on 2 September2011. It is anticipated that the Scheme Document containing a notice of the Court Meeting and a notice of the EGM will be sent to IEL Shareholders by 12 August2011 following a hearing of the Court application to convene the Court Meeting.

2.  The Offer

The Offer is to be effected by way of a scheme of arrangement of IEL under Part VIII of the Guernsey Companies Law. The purpose of the Scheme is to enable IIP to acquire the whole of the issued and to be issued share capital of IEL. Under the terms of the Scheme, the IEL Shares will be transferred to IIP and, upon the Scheme becoming effective, IEL Shareholders will receive:

for every 259 IEL Shares - 100 New IIP Shares

On the basis of the price of 80.38 pence for each IIP Share, being the closing price on 20 July 2011, the last Dealing Day prior to this announcement, this values each IEL Share at 31 pence and the entire issued share capital of IEL at approximately £7.9 million.

The Offer is based upon a value of 31 pence per IEL Share, which:

i. represents a premium to the IEL Shareholders of 50.5 per cent. based upon the average Closing Price of an IEL Share for the five Dealing Days immediately prior to the commencement of the Offer Period of 20.6 pence per IEL Share; and

ii. represents a premium to the IEL Shareholders of 21.6 per cent. based upon the Closing Price of an IEL Share on 21 July 2011, being the last Dealing Day immediately prior to this announcement, of 25.5 pence per IEL Share.

The Closing Price of an IIP Share on 20 July 2011, being the last Dealing Day immediately prior to this announcement, was 80.38 pence per IIP Share.

IEL Shareholders should note that the value of the Consideration that they will ultimately receive (once the Scheme is implemented and becomes effective in accordance with its terms) will depend upon the market value of New IIP Shares received by them on the settlement date, and this value may vary.

The New IIP Shares will be issued credited as fully paid, on identical terms to and will rank pari passu with the existing issued IIP Shares, including the right to receive and retain all dividends and other distributions declared, paid or made after the Scheme becomes effective. Fractions of New IIP Shares will not be allotted or issued to IEL Shareholders pursuant to the Offer.

Application will be made to the London Stock Exchange for the New IIP Shares to be admitted to trading on AIM following the Scheme becoming effective. It is expected that Admission will become effective and that trading in the New IIP Shares will commence on AIM on 21 September 2011.

If the Scheme becomes effective, IEL will become a wholly owned subsidiary of IIP on the Effective Date and the IEL Shareholders will receive the Consideration referred to above.

Fully diluted Enlarged IIP Share Capital

Completion of the Offer will result in the issue of up to 13.2 million New IIP Shares, including the estimated number issued upon conversion of the Utilico Loan, by IIP, representing 8.07 per cent. of the Enlarged IIP Share Capital. Subject to the issue of IIP Shares to AHPL (as defined and set out below), the number of IIP Shares in issue and to be issued on a fully diluted basis will be approximately 163.7 million (assuming no other issues of IIP Shares take place prior to the Effective Date).

On 3 March 2011, IIP announced that it had agreed to acquire almost all of the outstanding balance of the shares in Vikram Logistic & Maritime Services Private Limited ("VLMS") (approximately 62.6%) from Anuradha Holdings Private Limited ("AHPL"), subject to certain conditions (including the approval of India's Foreign Investment Promotion Board (the "FIPB")). IIP was notified, following a meeting of the FIPB held on 20 May 2011, that AHPL's application to sell its VLMS shares to IIP via a share swap had been rejected. The FIPB has been requested to reconsider its decision and this is currently anticipated to be determined in August 2011.

Another key condition to acquiring the VLMS shares held by AHPL is the acquisition of the 105 acres of land in Bangalore and the 105 acres of land in Chennai. The IIP Directors expect that this land acquisition will be completed in the third calendar quarter of 2011.

Assuming that the relevant conditions are met and the shares held by AHPL in VLMS are acquired by IIP, IIP will be obliged to issue approximately 55 million IIP Shares to AHPL. If these IIP Shares are issued prior to the Effective Date, this will result in the number of IIP Shares in issue and to be issued on a fully diluted basis (as referred to above) being approximately 218.8 million.

3. Utilico Loan

Utilico is an approximately 20.4 per cent. shareholder in IEL as well as an approximately 5.9 per cent. shareholder in IIP. In July 2010, Utilico provided the Utilico Loan to IEL, initially for £2 million but this was increased to £2.5 million in December 2010. The interest and fees attached to the Utilico Loan are rolled up with the capital amount and are due on repayment which is due on 31 January 2012. The interest rate on the Utilico Loan is currently 12.5 per cent. and there is no entitlement on the part of IEL to make early repayment. As part of the arrangements for the facility, Utilico was granted warrants over 3.4 million IEL Shares at an exercise price of 70 pence. No offer is being made for these warrants which will be cancelled upon the Scheme becoming effective.

In conjunction with the Offer, IIP intends to redeem the Utilico Loan by the issue to Utilico of IIP Shares equal to the value of all amounts outstanding under the Utilico Loan at the time that the Scheme becomes effective, based on the terms of the Offer at the date of this announcement. The Directors estimate that the amount outstanding under the Utilico Loan on 20 September 2011 will be approximately £2.7 million including fees and interest accrued up to that date. This will be converted into IIP Shares on the basis of the Closing Price for an IIP Share of 80.38 pence at 20 July 2011 (which is the price used in the formula for the Offer for IEL Shares). As a result of this conversion, approximately 3.3 million new IIP Shares will be issued representing approximately 2 per cent. of the Enlarged IIP Share Capital (based on an approximate amount of £2.7 million outstanding on conversion).

Since Utilico is a significant shareholder in IEL, a vote of independent shareholders in IEL at a shareholder meeting is required for the purposes of Rule 16 of the Code to approve the Utilico Loan Conversion. Accordingly, the IEL Board intends to convene the EGM to be held immediately following the Court Meeting on 2 September 2011 at which a resolution will be put before independent shareholders of IEL to approve the Utilico Loan Conversion. A notice of the EGM will be included with the Scheme Document along with a form of proxy to enable IEL shareholders (other than Utilico) to vote on the Utilico Resolution. Utilico will not vote on this resolution as a result of its interest in the Utilico Loan Conversion.

IEL Shareholders should be aware that it will be a non-waivable condition of the Offer that the Utilico Resolution is passed. If the Utilico Resolution is not passed then the Offer will, with the consent of the Panel, lapse and the Scheme will not proceed.

4. Recommendation

The IEL Directors, who have been so advised by Arden Partners, consider the terms of the Proposal to be fair and reasonable. In providing its advice, Arden Partners has taken into account the commercial assessments of the IEL Directors. The IEL Directors intend to recommend unanimously that IEL Shareholders vote in favour of both the Scheme Resolution to be proposed at the Court Meeting and the Utilico Resolution to be proposed at the EGM, as they have irrevocably undertaken to do so in respect of their own shareholdings.

5. Irrevocable undertakings to vote in favour of the Scheme Resolution and Utilico Resolution

Irrevocable undertakings to vote in favour of the Scheme Resolution to be put to the Court Meeting have been received by IIP in respect of a total of approximately 27.21 per cent. of the existing share capital of IEL. Details of those irrevocable undertakings are as follows:

(a) the IEL Directors, who hold interests in IEL Shares amounting, in aggregate, to 1,742,519 shares (representing approximately 6.83 per cent. of the existing issued share capital of IEL), have irrevocably undertaken to vote in favour of the Scheme Resolution to be put to the Court Meeting in respect of their entire legal and beneficial holdings; and

(b) Utilico, which holds 5,197,792 IEL Shares (representing approximately 20.38 per cent. of the entire issued share capital of IEL), has irrevocably undertaken to vote in favour of the Scheme Resolution to be proposed at the Court Meeting in respect of its holdings at the Voting Record Time.

Irrevocable undertakings to vote in favour of the Utilico Resolution to be put to the Extraordinary General Meeting in respect of their entire legal and beneficial holdings have been received by IIP from the IEL Directors, who hold interests in IEL Shares amounting, in aggregate, to 1,742,519 shares (representing approximately 6.83 per cent. of the existing issued share capital of IEL).

Further details of the irrevocable undertakings are set out in Part I of Appendix C of this announcement.

6.  Background to and reasons for recommending the Proposal

IEL came to the market in September 2009 and raised £9.75 million (gross). This allowed IEL to commit to the 16.5 MW wind farm project at Theni in Tamil Nadu, although achieving the initial target of building a portfolio of wind farms with 300 MW of annual generating capacity was always dependant on IEL's ability to raise further capital.

In the event, IEL sought to raise further funds in early 2010 and later in that year; both attempts to raise funding were unsuccessful notwithstanding that IEL had successfully implemented its strategy at Theni and created a pipeline of transactions for the future. In particular, this was reflected in the option signed with Suzlon Energy for the construction of a 50.4 MW wind farm at Tejuva in the State of Rajasthan, as announced on 15 October 2010, and various memoranda of understanding for a range of projects entered into with Suzlon Energy and Regen Powertech, both manufacturers of wind turbines and developers of wind projects.

Following these attempts to raise further equity from institutional shareholders, the Board began to consider alternative funding structures, particularly with strategic investment partners. Given the size of IEL and the necessary capital requirements, these were likely to result in a change of control of IEL. In December 2010, IEL was approached by a third party regarding a possible offer while discussions with potential funders were still continuing. As a result, the Board decided that a process should be conducted to determine whether an offer for IEL could be obtained while it was still considering funding options. This was referred to in the announcement of its interim results on 23 December 2010. In the event, IEL entered into exclusivity with a party but this was not concluded. The Board approached IIP in March 2011 to investigate whether IEL could become part of a larger scale infrastructure group backed by a substantial investor in the form of Guggenheim Global Infrastructure Company Limited, a company which owns and operates energy and transportation infrastructure investments.

The Board believes that IEL cannot achieve its objectives as an independent company without substantial further investment. It believes that wind energy remains an attractive area for investment and that IIP has the necessary resources to allow IEL to achieve its goals. The offer of shares in IIP enables investors to continue to benefit from their investment while being part of a group with investments in, among others, hydro-electric power and toll road projects which are, in some cases, already operating and generating cash flow. IIP has a market capitalisation in excess of £120 million.

While this will effectively dilute the "pure" wind objectives of IEL, the Board feels that shareholders' interests will be well served by voting in favour of the Offer and taking a broader investment position in Indian infrastructure businesses which the Board believes will grow strongly over many years. The IEL Shareholders will also become shareholders in a larger and more financially secure entity.

7. Current Trading and Prospects of IEL

IEL has today announced its preliminary results for the year ended 31 March 2011. The results show a 55 per cent. increase in revenues to £3.43 million (2010 - £2.21 million) and a reduction in losses after tax to £2.85 million (2010 - £3.4 million).

During the financial year, the Theni Project was fully commissioned in August 2010 and therefore missed the bulk of the monsoon season. From a technical perspective the project has performed overall within budget in terms of machine availability and transmission losses. IEL also achieved a reduction in the project finance costs with the interest spread having been reduced by 1 per cent. to 3.75 per cent. over base rate.

The coming year will see both the Gadag and Theni projects operating at full capacity and the early signs indicate that the 2011 monsoon will revert to or exceed the mean. This should result in improved generation at both sites. With the costs reductions achieved, IEL's aim is to be cash flow break-even at a P75 generation level.

8. Information on IIP

IIP was registered and incorporated in the Isle of Man on 18 March 2008. It is a closed-ended investment company admitted to AIM with an investment objective to provide shareholders with capital growth and income by investing in assets in the Indian infrastructure sector, with particular focus on assets and projects related to energy and transport.

IIP invests predominantly in those infrastructure projects in India which it believes have the potential to generate substantial capital growth and deliver income. IIP will seek to recover all investments within three to five years of the date of investment. However, if a project is performing well and continuing to create sufficient value, the Board of IIP may decide that it is appropriate to hold an investment in that business for a longer period of time to realise maximum value of its interests. The IIP Directors believe that this strategy is well structured to enable IIP to progress in the current market conditions.

The majority of the Indian infrastructure deals which IIP is focused on are typically not large, high profile deals, but are private, less competitive and circulated to a much smaller group of infrastructure players active in the market. IIP will invest those cash resources which are held by IIP in cash or near cash deposits unless they are deployed in infrastructure projects or used to fund IIP's working capital requirements.

IIP aims to invest in assets that are expected to generate a base IRR of 15 per cent. per annum. The IIP Directors believe that the IIP Group's returns could be raised to 25 per cent. due to additional potential gains from refinancing, yield compression effects and portfolio management efficiencies, similar to the returns that have been achieved by other listed infrastructure companies.

As IIP's investments move from a development phase into an operating phase, cash flows will develop and should be adequate to pay and maintain a dividend. It is the aim of the IIP Directors that the IIP dividend comes to be regarded as a key part of the overall IIP investment return. The IIP Directors would not consider it prudent to pay an uncovered dividend and the ability to maintain a year-on-year progressive dividend policy will depend upon the funding requirements of investments in IIP's portfolio and the investment plans and commitments of the portfolio.

By acquiring IEL, should the Scheme become effective IIP will further diversify its investment portfolio with exposure to the wind energy market in India, with the additional opportunities for both income generation and capital growth. IEL is a revenue generating business, with revenue of £3.43 million in the year ended 31 March 2011 and ongoing revenue generation could assist the IIP Directors in determining a dividend in the future. Based on the Net Asset Values announced today by IEL and IIP, IIP's net asset value per share is expected to increase from 91.6 pence to 92.2 pence upon completion.

9. Current Trading and Prospects of IIP

The IIP assets continued to perform well during the financial year ended 31 March 2011, with an overall increase in value of approximately 27 per cent. Following the completion of the placings in July 2010 and February 2011 and the acquisition of assets of Guggenheim Global Infrastructure Company Limited in March 2011, the NAV of IIP grew from £40.1 million to £138.0 million during the financial year, representing an increase of 244 per cent. NAV per share as at 31 March 2011 was £0.92 (at 31 March: 2010: £1.09), a decrease of 16 per cent. This fall in NAV is as a result of the dilutive effect of the two placings. Third party expenses of £3.1 million were in total virtually unchanged from the prior year, and were incurred in connection with the corporate activities undertaken by IIP over the course of the year.

Available cash resources are intended to be deployed in projects which build upon IIP's existing investment portfolio, with a continued focus on businesses providing basic infrastructure services in the energy and transport sectors, and those which are close to commencement of operations. Such businesses would typically be expected to commence operations within 30 months.

IIP will look to deploy available capital as soon as possible subject to the availability of suitable investments. Infrastructure projects generally demonstrate an ability to create sustainable long-term value for shareholders and such creation should be readily apparent in India given its needs and expected growth. Early deployment of capital should produce further progression in IIP's NAV during the current financial year.

10.  Management and employees

IIP envisages keeping IEL's employee base intact, drawing upon the experience of IEL's executive management team to drive forward the execution of its current strategy. However, conditional upon the Scheme becoming effective, John Wallinger, Martyn Henley-Roussel, James Smith and Dr. Pankaj Agarwal will resign as non-executive directors of IEL with immediate effect. No termination payments will be made to the non-executive directors of IEL in connection with their resignations.

Details of the interests of the IEL Directors in the share capital of IEL are set out in Part 1 of, Appendix C of this announcement. IEL Shares held by the IEL Directors will be subject to the Scheme.

The effect of the Offer on the interests of the IEL Directors will not differ from its effect on the interests of any other IEL Shareholder.

11. Implementation Agreement

IEL and IIP entered into an implementation agreement on 20 July 2011, which sets out certain mutual commitments intended to facilitate the implementation of the Scheme and certain matters relating to the conduct of the business of the IEL Group pending the Scheme becoming effective.

12. IEL Warrants and Options

No offer is being extended in respect of the IEL Warrants or the IEL Options as their exercise price has been (and is, prior to the posting of this announcement) substantially higher than the IEL Share price as evidenced by the Closing Prices of the IEL Shares shown in Part 3 of Appendix C of this announcement.

13. Confirmation regarding Opening Position Disclosure

IIP and IEL each confirms that it will, on the date of this announcement make an Opening Position Disclosure, which discloses the details required to be disclosed by it under Rule 8.1(a) and Rule 8.2(a) of the Code respectively.

14. Structure of the Offer

The Offer is to be effected by way of a scheme of arrangement between IEL and the IEL Shareholders under Part VIII of the Guernsey Companies Law. If the Scheme becomes effective, it will result in IEL becoming a wholly owned direct subsidiary of IIP. IIP will issue and allot the relevant number of New IIP Shares to the IEL Shareholders on the register at the Scheme Record Time.

It is proposed that under the Scheme all the IEL Shares in issue prior to the Voting Record Time will be transferred to IIP. Any further IEL Shares issued before the Scheme Record Time, if the IEL Shareholders are or have consented to be bound by the Scheme, will also be transferred to IIP.

IEL Shareholders who are on the register of members of IEL at the Scheme Record Time will receive New IIP Shares on the basis set out in paragraph 2 above. Shares in IEL issued after the Scheme Record Time will not be subject to the Scheme.

It is expected that the Scheme will become effective by the close of business on 21 September 2011. The Scheme can only become effective if all the conditions to which the Scheme is subject have been satisfied or, if capable of waiver, waived by no later than 30 November 2011 or such later date, if any, as IEL and IIP may agree and the Court may allow.

The Conditions to the Scheme are set out in full in Appendix A of this announcement. In summary, the implementation of the Scheme is conditional, inter alia, upon:

1. the approval of the Scheme Resolution at the Court Meeting by IEL Shareholders;

2. the approval of the Utilico Resolution at the Extraordinary General Meeting by IEL Shareholders (other than Utilico);

3. the Court Sanction being obtained; and

4. the admission of the New IIP Shares to trading on AIM.

It is expected that the Scheme Document, setting out full details of the Proposal and the Scheme, together with the notices of the Court Meeting and the EGM and the related forms of proxy, will be despatched to IEL Shareholders by 12 August 2011 following the hearing of the application in Court to convene the Court Meeting.

15. Court Meeting and Court Sanction

Before the Court's sanction can be sought for the Scheme, the Scheme will require approval by the IEL Shareholders at the Court Meeting which is being held at the direction of the Court to seek approval of IEL Shareholders of the Scheme.

Court Meeting

It is expected that the Court Meeting will be convened on 2 September 2011 at 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey GY1 3RL to enable IEL Shareholders to consider and, if thought fit, approve the Scheme. At the Court Meeting, voting will be by poll and not a show of hands and each IEL Shareholder who is present in person or by proxy will be entitled to one vote for each IEL Share held. The approval required by the Court Meeting is that those voting to approve the Scheme must:

1. represent a majority in number of those IEL Shareholders present and voting in person or by proxy; and

2. also represent 75 per cent. in value of the IEL Shares held by those IEL Shareholders present and voting in person or by proxy at the Court Meeting.

It is important that as many votes as possible are cast at the Court Meeting (whether in person or by proxy) so that the Court may be satisfied that there is a fair representation of IEL Shareholder opinion.

IEL Shareholders' entitlement to attend and vote at the Court Meeting and the number of votes which may be cast at each meeting will be determined by reference to the register of members of IEL at the Voting Record Time, including any adjournment thereto.

Court Sanction

Under the Guernsey Companies Law, the Scheme requires the sanction of the Court. The hearing by the Court to sanction the Scheme is currently expected to be held on 20 September 2011, subject to the prior satisfaction or (where capable of waiver) waiver of the Conditions set out in Appendix A of this announcement. IIP has confirmed that it will be represented by counsel at such hearing so as to consent to the Scheme and to undertake to the Court to be bound thereby.

If the Court sanctions the Scheme and it becomes effective, it will be binding on all IEL Shareholders irrespective of whether or not they attended or voted in favour of the Scheme at the Court Meeting. If the Scheme does not become effective by 30 November 2011 (or such later day if any as IEL and IIP may agree with, where applicable the consent of the Panel and (if required) where the Court may allow), the Scheme will not proceed and the Offer will lapse.

All IEL Shareholders are entitled to attend the Court Hearing in person or to be represented at their own expense by counsel to support or oppose the sanctioning of the Scheme.

Modifications to the Scheme

The Scheme will contain a provision for IEL and IIP jointly to consent (on behalf of all persons affected) to any modification of, or addition to, the Scheme or to any condition approved or imposed by the Court. The Court would be unlikely to approve any modification of, or additions to, or impose a condition to the Scheme which would be material to the interests of the IEL Shareholders unless the IEL Shareholders were informed of any such modification, addition or condition. It would be a matter for the Court to decide, in its discretion, whether or not a further meeting of the IEL Shareholders should be held in these circumstances. Similarly, if a modification, addition or condition is put forward which, in the opinion of the IEL Directors, is of such a nature or importance that it requires the consent of IEL Shareholders, the IEL Directors will not take the necessary steps to enable the Scheme to become effective unless and until such consent is obtained.

Alternative means of implementing the Offer

IIP has reserved the right to elect (with the consent of the Panel where necessary) to implement the Offer by way of a takeover offer, in which case additional documents will be despatched to IEL Shareholders. In such event, such a takeover offer will (unless otherwise agreed) be implemented on the same terms as far as applicable as those which would apply to the Scheme (subject to appropriate amendments including (without limitation) an acceptance condition of 90 per cent. (or such lesser percentage, being more than 50 per cent. as IIP may decide) of the shares to which the offer relates).

Furthermore, if sufficient acceptances of such takeover offer are received and/or sufficient IEL Shares are otherwise acquired, it is the intention of IIP to apply the provisions of Part XVIII of the Guernsey Companies Law to acquire compulsorily any outstanding IEL Shares to which such takeover offer relates.

16. Extraordinary General Meeting

It is expected that the Extraordinary General Meeting will be convened on 2 September 2011 immediately following the Court Meeting at 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey G1Y 3RL to enable IEL Shareholders (other than Utilico) to consider and, if thought fit, to approve the Utilico Resolution. At the Extraordinary General Meeting a simple majority of shareholders voting (either in person or in proxy) will be required to approve the Utilico Resolution. IEL Shareholders' entitlement to attend and vote at the Extraordinary General Meeting and the number of votes which may be cast at such meeting will be determined by reference to the register of members of IEL at the Voting Record Time including any adjournment thereto. 

17. Admission of New IIP Shares to trading on AIM

Application will be made to the London Stock Exchange for the New IIP Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings on AIM (for normal settlement) will commence at 8.00 a.m. on 21 September 2011, the first Dealing Day after the Effective Date.

No application is being made for the New IIP Shares to be admitted to listing, or to be dealt in, on any exchange other than AIM.

Temporary documents of title will not be issued pending the dispatch, where applicable, by post of definitive certificates for New IIP Shares in accordance with the terms of the Scheme. Pending the issue of definitive certificates for the New IIP Shares, transfers will be certified against the register held by the Registrars.

18. Cancellation of admission of IEL Shares to trading on AIM

Application will be made to the London Stock Exchange for IEL Shares to be suspended from trading on AIM with effect from 7.00 a.m. on the day of the Court Hearing and no transfers of IEL Shares will be registered after this time. Prior to the Effective Date, an application will be made to the London Stock Exchange for the cancellation, subject to the Scheme becoming effective, of the IEL Shares, to admission to trading on AIM. If the Scheme becomes effective based on the expected timetable, the last day of trading in IEL Shares on the London Stock Exchange will be 19 September 2011 (being the Dealing Day immediately prior to the Hearing Date).

19. Overseas Shareholders

The implications of the Proposal for Overseas Shareholders may be affected by the laws of the relevant jurisdiction. Overseas Shareholders should inform themselves about and observe any applicable requirements. It is the responsibility of each Overseas Shareholder to satisfy himself as to the full observance of the laws of the relevant jurisdiction in connection therewith, including the obtaining of any governmental, exchange control or other consents which may be required, or the compliance with other necessary formalities which are required to be observed and the payment of any issue, transfer or other taxes due to such jurisdiction.

Further details in relation to Overseas Shareholders will be contained in the Scheme Document. IEL Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay. 

20. General

Your attention is drawn to the further information contained in the Appendices which form part of this announcement.

A summary of the Conditions to implementation of the Offer set out in Appendix A to this announcement form part of, and should be read in conjunction with, this announcement.

Appendix B to this announcement provides details of the bases of calculations and sources of certain information included in this announcement.

Appendix C to this announcement contains details of the irrevocable undertakings received in relation to the Proposal together with other information required to be included in a Rule 2.5 announcement.

Appendix D to this announcement contains definitions of certain terms used in this announcement.

Appendix A

Conditions to Implementation of the Offer

1. The Offer is conditional upon the Scheme becoming unconditional and becoming effective by not later than 30 November 2011 or such later date (if any) as IEL and IIP may agree and the Court may allow.

2. The Offer is conditional upon:

a) the approval of the Scheme Resolution by a majority in number representing 75 per cent. or more in value of the holders of IEL Shares (together with persons held to be in the same class), or the relevant classes thereof, if applicable, (excluding any shares held as treasury shares) present and voting, either in person or by proxy, at the Court Meeting or at any adjournment of any such meeting and at any separate class meeting, if applicable, which may be required by the Court (or at any adjournment of such meeting);

b) the approval of the Utilico Resolution by a majority in number of the holders of IEL Shares present and voting, either in person or by proxy, at the EGM or at any adjournment of any such meeting;

c) the Court Sanction being obtained (with or without modifications, but subject to any such modifications being on terms acceptable to IEL and IIP); and

d) the Admission of the New IIP Shares to trading on AIM in accordance with the AIM Rules or (if IIP so determines and subject to the consent of the Panel) the London Stock Exchange agreeing to admit such shares to trading on AIM subject only to the allotment of such shares.

3. IEL and IIP have agreed that, subject as stated in paragraph 4 below, the Court Sanction will only be sought if the following conditions are satisfied or waived:

a) Authorisations

i) all authorisations in any jurisdiction necessary for or in respect of the Offer, its implementation or any acquisition of any shares in, or control of, IEL or any other member of the Wider IEL Group by any member of the Wider IIP Group having been obtained in terms and in a form satisfactory to IIP (acting reasonably) from any relevant person or from any person or body with whom any member of the Wider IEL Group has entered into contractual arrangements and all such authorisations remaining in full force and effect and there being no intimation of any intention to revoke or not renew the same at the time when the Offer becomes otherwise unconditional;

ii) all authorisations necessary to carry on the business of any member of the Wider IEL Group remaining in full force and effect and there being no notification of any intention to revoke or not to renew the same; and

iii) all necessary filings having been made and all applicable waiting and other periods having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction in respect of the Offer having been complied with.

b) Regulatory intervention

No relevant person having taken, instituted, implemented or threatened any legal proceedings, or having required any action to be taken or otherwise having done anything or having enacted, made or proposed any statute, regulation, order or decision or taken any other step and there not continuing to be outstanding any statute, regulation, order or decision that would or might reasonably be expected to (in each case to an extent which is material and adverse in the context of the Wider IEL Group):

i) make the Offer, its implementation or the acquisition or proposed acquisition of any shares in, or control or management of, the Wider IEL Group by IIP illegal, void or unenforceable;

ii) otherwise directly or indirectly prevent, prohibit or otherwise restrict, restrain, delay or interfere with the implementation of, or impose additional conditions or obligations with respect to or otherwise challenge or require amendment of, the Offer or the proposed acquisition of IEL by IIP or any acquisition of shares in IEL by IIP;

iii) refer the Scheme (or any matter arising from it) to the Competition Commission (including a reference to the Commerce Commission following a referral by the European Commission under Article 9.1 of Council Regulation 139/2004/EC to a competent authority in the United Kingdom);

iv) cause the European Commission to initiate proceedings under Article 6(1)(c) of Council Regulation 139/2004/EC;

v) require, prevent or delay the divestiture by IIP of any shares or other securities in IEL;

vi) impose any limitation on the ability of any member of the Wider IIP Group or any member of the Wider IEL Group to acquire or hold or exercise effectively, directly or indirectly, any rights of ownership of shares or other securities or the equivalent in any member of the Wider IEL Group or management control over any member of the Wider IEL Group;

vii) require, prevent or delay the disposal by IIP or any member of the Wider IIP Group, or require the disposal or alter the terms of any proposed disposal by any member of the Wider IEL Group, of all or any part of their respective businesses, assets or properties or impose any limitation on the ability of any of them to conduct their respective businesses or own their respective assets or properties;

viii) (save as required pursuant to the Offer) require any member of the Wider IIP Group or of the Wider IEL Group to offer to acquire any shares or other securities (or the equivalent) in any member of the Wider IEL Group owned by any third party (in each case, other than in implementation of the Offer);

ix) impose any limitation on the ability of any member of the Wider IIP Group or the Wider IEL Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider IIP Group and/or the Wider IEL Group;

x) result in any member of the Wider IIP Group or the Wider IEL Group ceasing to be able to carry on business under any name under which it presently does so; or

xi) otherwise materially and adversely affect any or all of the businesses, assets or financial condition of any member of the Wider IIP Group or the Wider IEL Group;

and all applicable waiting and other time periods during which any such relevant person could institute or implement or threaten any legal proceedings having expired, lapsed or been terminated.

c) Consequences of the Offer

Save as Disclosed, there being no provision of any agreement to which any member of the Wider IEL Group is a party, or by or to which any such member, or any part of its assets, may be bound, entitled or subject, which as a consequence of the Offer or of the acquisition or proposed acquisition of all or any part of the issued share capital of, or change of control or management of, IEL or any other member of the IEL Group would or could reasonably be expected to result in (in each case to an extent which is material and adverse in the context of the Wider IEL Group):

i) any material assets or interests of any member of the Wider IEL Group being or falling to be disposed of or charged (otherwise than in the ordinary course of business) in any way or ceasing to be available to any member of the Wider IEL Group or any rights arising under which any such asset or interest could be required to be disposed of or charged in any way or could cease to be available to any member of the Wider IEL Group;

ii) any monies borrowed by, or other indebtedness (actual or contingent) of, or any grant available to, any member of the Wider IEL Group being or becoming repayable or capable of being declared repayable immediately or earlier than the repayment date stated in such agreement or the ability of such member of the Wider IEL Group to incur any such borrowing or indebtedness becoming or being capable of becoming withdrawn, inhibited or prohibited;

iii) any such agreement or the rights, liabilities, obligations or interests of any such member under it being or becoming capable of being terminated or materially and adversely modified or affected or any onerous obligation arising or any material adverse action being taken under it;

iv) the interests or business of any such member in or with any third party (or any arrangements relating to any such interests or business) being terminated or becoming capable of being terminated or adversely modified or affected;

v) the financial or trading position or prospects or value of any member of the Wider IEL Group being materially prejudiced or materially adversely affected;

vi) the creation of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider IEL Group or any such security (whenever arising or having arisen) becoming enforceable or being enforced;

vii) the creation of actual or contingent liabilities by any member of the Wider IEL Group; or

viii) the ability of any member of the IEL Group to carry on its business being materially and adversely affected,

and no event having occurred which, under any provision of any such agreement or arrangement to which any member of the Wider IEL Group is a party, or by or to which any such member, or any of its assets, may be bound, entitled or subject, could result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (viii) inclusive.

d) No corporate action taken since the Accounting Date

Since the Accounting Date, save as otherwise Disclosed or pursuant to transactions in favour of IEL or a wholly-owned subsidiary of IEL, no member of the Wider IEL Group having:

i) issued or agreed to issue or authorised or proposed the issue or grant of additional shares of any class or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities (save pursuant to the issue of IEL Shares on the exercise of the IEL Warrants or the IEL Options);

ii) redeemed, purchased, repaid or reduced or announced the redemption, purchase, repayment or reduction of any part of its share capital or made or announced the making of any other change to its share capital;

iii) recommended, declared, paid or made or proposed to recommend, declare, pay or make any dividend, bonus issue or other distribution whether payable in cash or otherwise other than dividends lawfully paid to IEL or wholly owned subsidiaries of IEL;

iv) (save for transactions between two or more wholly owned members of the IEL Group) merged or demerged with or from, or acquired, any body corporate or authorised or proposed or announced any intention to propose any such merger or demerger;

v) other than in the ordinary course of business acquired or disposed of, transferred, mortgaged or charged, or created or granted any security interest over, any material assets (including shares and trade investments) or authorised or proposed or announced any intention to propose any acquisition, disposal, transfer, mortgage, charge or creation or grant of any security interest;

vi) (save for transactions between two or more wholly owned members of the IEL Group) issued or authorised or proposed the issue of any debentures or incurred or, otherwise than in the ordinary course of business, increased borrowings, indebtedness or liability (actual or contingent);

vii) entered into or varied, or announced its intention to enter into or vary, any transaction, arrangement, contract or commitment (whether in respect of capital expenditure or otherwise) which is material and of a long term, onerous or unusual nature or magnitude or which is restrictive to the existing business of any member of the Wider IEL Group or which is not in the ordinary course of business;

viii) (save for transactions between two or more wholly owned members of the IEL Group) entered into, implemented, effected, authorised or proposed or announced its intention to enter into, implement, effect, authorise or propose any material contract, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business;

ix) waived or compromised any material claim;

x) entered into or varied or made any offer (which remains open for acceptance) to enter into or vary to any material extent the terms of any material contract with any of the directors or senior executives of IEL or any of the directors or senior executives of any other member of the Wider IEL Group;

xi) taken or proposed any corporate action or had any legal proceedings instituted or threatened against it or petition presented for its winding-up (voluntary or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any of its assets and revenues or for any analogous proceedings or steps in any jurisdiction or for the appointment of any analogous person in any jurisdiction other than where any proceedings have been presented:

(A) by a creditor, which are being contested in good faith and with diligence and are discharged within 14 days; or

(B) in the context of a solvent reconstruction of any member of the Wider IEL Group;

xii) been unable, or admitted in writing that it is unable, to pay its debts or has stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

xiii) made any material alteration to its memorandum or articles of association, or other incorporation documents; or

xiv) entered into any agreement or passed any resolution or made any offer (which remains open for acceptance) or proposed or announced any intention with respect to any of the transactions, matters or events referred to in this condition 3(d).

e) Other events since the Accounting Date

In the period since the Accounting Date, save as Disclosed:

i) no litigation or arbitration proceedings, prosecution, investigation or other legal proceedings having been announced, instituted, threatened or remaining outstanding by, against or in respect of, any member of the Wider IEL Group or to which any member of the Wider IEL Group is or may become a party (whether as claimant, defendant or otherwise) which in any case, would be reasonably likely to have a material adverse effect on the financial position of the Wider IEL Group;

ii) no material adverse change or deterioration having occurred in the business or assets or financial or trading position, assets, or profits of any member of the Wider IEL Group which in each such case is material in the context of the Wider IEL Group taken as a whole;

iii) no enquiry or investigation by, or complaint or reference to, any relevant person against or in respect of any member of the Wider IEL Group having been threatened, announced, implemented or instituted or remaining outstanding by, against or in respect of, any member of the Wider IEL Group which, in any case, would be reasonably likely to have a material adverse effect on the financial position of the Wider IEL Group; or

iv) no contingent or other liability having arisen or become apparent or increased which, in any case, would be reasonably likely to have a material adverse effect on the financial position of the Wider IEL Group.

f) Other issues

Save as Disclosed, IIP not having discovered that (in each case to an extent which is material and adverse in the context of the Wider IEL Group):

i) the financial, business or other information disclosed at any time by any member of the Wider IEL Group, whether publicly or in the context of the Offer either contained a material misrepresentation of fact which has not, prior to the Announcement Date, been corrected by public announcement through a Regulatory Information Service or omitted to state a fact necessary to make the information disclosed not misleading in any material respect and where such misrepresentation or omission is material and adverse in the context of the Wider IEL Group as a whole;

ii) any contingent liability disclosed in such disclosed information would or might materially and adversely affect, directly or indirectly, the business or profits of the Wider IEL Group taken as a whole;

iii) any information disclosed at any time by or on behalf of any member of the Wider IEL Group is or becomes incorrect in any material respect;

iv) there has been a disposal, spillage or leakage of waste or hazardous substance or any substance likely to impair the environment or harm human health on, or there has been an emission or discharge of any waste or hazardous substance or any substance likely to impair the environment or harm human health from, any land or other asset now or previously owned, occupied or made use of by any past or present member of the Wider IEL Group which in each case would be reasonably likely to give rise to any liability (whether actual or contingent, civil or criminal) or cost on the part of any member of the Wider IEL Group; or

v) any past or present member of the Wider IEL Group has failed to comply with any and/or all applicable legislation or regulations of any relevant jurisdiction with regard to the use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance reasonably likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission (whether or not it constituted a non-compliance by any member of the Wider IEL Group with any such legislation or regulations, and wherever the same may have taken place) any of which use, treatment, handling, storage, transport, disposal, spillage, release, discharge, leak or emission would be reasonably likely to give rise to any liability (actual or contingent, civil or criminal) or cost on the part of any member of the Wider IEL Group.

4. General

a) IIP reserves the right to waive all or any of the conditions contained in paragraphs 3(a) to 3(f) above inclusive, in whole or in part.

b) IIP shall be under no obligation to waive or treat as fulfilled any of the conditions in paragraph 3 of this Appendix A earlier than the date of the Court Sanction of the Scheme notwithstanding that the other conditions of the Offer may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment or waiver.

c) If IIP is required by the Panel to make an offer for IEL Shares under the provisions of Rule 9 of the City Code, IIP may make such alterations to the conditions as may be necessary to comply with the provisions of that Rule.

d) The Offer will be governed by the laws of the Island of Guernsey and is subject to the jurisdiction of the courts of the Island of Guernsey. The rules of the City Code and the Court will, so far as they are appropriate, apply to the Offer.

Appendix B

Sources and Basis of Information

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

(a) historical share prices are sourced from Daily Official List and represent closing prices for IEL Shares and IIP Shares, respectively, on the relevant date;

(b) the value of the whole of the existing issued and to be issued share capital of IEL is based upon the entire issued share capital at the date of this announcement, namely 25,508,980 IEL Shares;

(c) unless otherwise stated, the financial information concerning IEL and IIP has been extracted from the preliminary announcement of IEL is unaudited results for the year ended 31 March 2011 or the audited results of IIP for the same period; and

(d) references to a percentage of IEL Shares are based on the number of IEL Shares in issue as set out at paragraph (b).

Appendix C

Part I - Details of irrevocable undertakings

1. IEL Directors

As at 20 July 2011 (being the last Dealing Day prior to the date of this announcement) irrevocable undertakings to vote in favour of the Scheme Resolution to be proposed in connection with the Proposal have been given by the IEL Directors in respect of the following numbers of IEL Shares in which they and certain persons connected with them are interested:

The irrevocable undertakings referred to above shall continue to apply if a third party announces an offer to acquire the entire issued ordinary share capital of IIP on terms which are more favourable to the IEL Directors than the terms of the Offer.

2. Other IEL Shareholders

As at 20 July 2011 (being the last Dealing Day prior to the date of this document), irrevocable undertakings to vote in favour of the Scheme Resolution to be proposed in connection with the Proposal have been given by IEL Shareholders other than the IEL Directors as follows: 

The irrevocable undertaking granted by Utilico will cease to be binding if a competing cash offer is announced for the whole of the issued and to be issued share capital of IEL Shares which values an IEL Share at more than a 10 per cent. premium to the price per IEL Share payable under the then current Offer, unless within twenty-one days of the offer document relating to such other competing offer being published, IIP announces a revised price per share payable under the Offer which is no less favourable than such competing offer.

Part 2 - Directors and registered offices

a) The IEL Directors and their respective roles are:

b) The registered office of IEL is 4th Floor, West Wing, Trafalgar Court, Admiral Park, St Peter Port, Guernsey GY1 3RL.

c) The IIP Directors and their respective roles are:

d) The registered office of IIP is IOMA House, Hope Street, Douglas, Isle of Man IM1 1AP.

Part 3 - Market quotations

a) The following table shows the Closing Prices of IEL Shares and IIP Shares for the first dealing day of each of the six months immediately prior to the date of this announcement, for 22 December 2010 (being the date immediately before the commencement of the Offer Period) and for 20 July 2011 (being the last Dealing Day prior to the date of this announcement):

Appendix D

Definitions

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

1. All references to legislation in this document are to the law of the Island of Guernsey unless the contrary is indicated. All references to time in this document are to London time unless the contrary is indicated.

2. Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof.

3. Words importing the singular shall include the plural and vice versa, and words importing the masculine gender shall include the feminine or neutral gender.