INFI.L Regulatory News (INFI)

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 SUCH JURISDICTION

Recommended OfferforInfinis Energy plc ("Infinis")byMonterey Capital II S.à r.l. ("Monterey")a Terra Firma group company

to be effected by means of a Scheme of Arrangementunder Part 26 of the Companies Act 2006

Publication of Scheme Document

On 22 October 2015, the board of directors of Monterey and the Infinis Independent Directors announced that they had agreed the terms of a recommended cash acquisition by which Monterey will acquire the entire issued and to be issued ordinary share capital of Infinis that Monterey does not already own (the "Acquisition") to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Infinis is pleased to announce that a circular in relation to the Scheme (the "Scheme Document") containing, amongst other things, the full terms and conditions of the Scheme, an explanatory statement in relation to the Scheme from Infinis' financial advisers, an indicative timetable of principal events, a notice to Scheme Shareholders of the Court Meeting, a notice to Infinis Shareholders of the General Meeting and details of the action to be taken by the relevant Shareholders has been published today and is being posted to Infinis Shareholders and those persons with information rights.

As described in the Scheme Document, in order to approve the terms of the Acquisition, Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and the Infinis Shareholders will need to vote in favour of the special resolution to be proposed at the General Meeting. The Scheme will also require the sanction of the Court.

The Court Meeting and the General Meeting are scheduled to be held at the offices of Slaughter and May, One Bunhill Row, London, EC1Y 8YY, on 4 December 2015, with the Court Meeting scheduled to commence at 2:00 p.m. and the General Meeting scheduled to commence at 2:10 p.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

Subject to the approval of Scheme Shareholders at the Court Meeting and Infinis Shareholders at the General Meeting, the sanction of the Scheme by the Court and the satisfaction or waiver of the other conditions to which the Scheme is subject, it is expected that the Scheme will become effective in late December 2015. The expected timetable of principal events for the implementation of the Acquisition is attached as an Appendix to this announcement. If any of the key dates set out in the expected timetable change, an announcement will be made via a Regulatory Information Service.

Under the terms of the Acquisition, Scheme Shareholders will be entitled to receive:

for each Scheme Share: 185 pence in cash

Monterey reserves the right to reduce the price of the Acquisition by the amount of any dividend which is declared, paid or payable by Infinis after 22 October 2015.

The Infinis Independent Directors have confirmed that they do not intend to declare an interim dividend prior to the Scheme either becoming effective or lapsing.

Copies of this announcement and the Scheme Document will be available for inspection free of charge, subject to certain restrictions relating to persons in certain overseas jurisdictions, for inspection on Infinis' website at www.infinis.com and Terra Firma's website at www.terrafirma.com up to and including the Effective Date.

Capitalised terms used in this announcement but not defined have the same meaning as in the Scheme Document.

Enquiries:

Further information

This announcement is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale, issuance or transfer of securities of Infinis in any jurisdiction in contravention of applicable law.

The Acquisition will be made solely by means of the Scheme Document, which will contain the full terms and conditions of the Acquisition including details of how to vote in respect of the Scheme. Any vote in respect of the Scheme or other response in relation to the Acquisition should be made only on the basis on the information contained in the Scheme Document.

Goldman Sachs International, which is authorised by the PRA and regulated by the FCA and the PRA, is acting exclusively for Terra Firma and Monterey and no one else in connection with the Acquisition and will not be responsible to anyone other than Terra Firma and Monterey for providing the protections afforded to clients of Goldman Sachs International nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Barclays, which is authorised by the PRA and regulated in the United Kingdom by the FCA and the PRA, is acting exclusively for Infinis and no one else in connection with the Acquisition and will not be responsible to anyone other than Infinis for providing the protections afforded to clients of Barclays nor for providing advice in relation to the Acquisition or any other matter referred to in this announcement.

RBC Europe Limited (trading as RBC Capital Markets), which is authorised by the PRA and regulated by the FCA and the PRA, is acting exclusively for Infinis and no one else in connection with the Acquisition and will not be responsible to anyone other than Infinis for providing the protections afforded to clients of RBC Europe Limited nor for providing advice in relation to the Acquisition or any other matters referred to in this announcement.

Overseas jurisdictions

The availability of the Acquisition to Infinis Shareholders who are not resident in and citizens of the UK may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the UK should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to overseas shareholders will be contained in the Scheme Document.

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the rules of the London Stock Exchange 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 of England.

Copies of this announcement and formal documentation relating to the Scheme and the Acquisition will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

US Holders should note that the Acquisition relates to the securities of a UK company, is subject to UK disclosure requirements (which are different from those of the US) and is proposed to be implemented under a scheme of arrangement provided for under English company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules under the US Exchange Act. Accordingly, the Scheme will be subject to UK disclosure requirements and practices, which are different from the disclosure requirements of the US tender offer rules. The financial information included the Scheme documentation in relation to Infinis has been or will have been prepared in accordance with generally accepted accounting principles of the UK and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. If Monterey exercises its right to implement the Acquisition by way of a takeover offer, such offer will be made in compliance with applicable US tender offer and securities laws and regulations.

The receipt of cash pursuant to the Acquisition by a US Holder as consideration for the transfer of its Scheme Shares pursuant to the Scheme may be a taxable transaction for US federal income tax purposes and under applicable US state and local, as well as foreign and other, tax laws. Each Infinis Shareholder is urged to consult his independent professional adviser immediately regarding the tax consequences of the Acquisition applicable to him.

It may be difficult for US Holders to enforce their rights and claims arising out of the US federal securities laws, since Monterey and Infinis are located in countries other than the US, and some or all of their officers and directors may be residents of countries other than the US. US Holders may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgement.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, Monterey or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Infinis Shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. In addition, in accordance with the Code, normal United Kingdom practice and Rule 14e-5(b) of the US Exchange Act, Goldman Sachs International, while serving as a financial adviser to Monterey, or its affiliates and certain identifiable business units, and Barclays, while serving as joint financial adviser to Infinis, or its affiliates and certain identifiable business units will continue to act as an exempt principal trader in Infinis Shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Forward looking statements

This announcement (including information incorporated by reference in this announcement), oral statements made regarding the Acquisition, and other information published by Monterey and Infinis contain statements which are, or may be deemed to be, "forward-looking statements". Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of Monterey and Infinis about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. The forward-looking statements contained in this announcement include statements relating to the expected effects of the Acquisition on Monterey and Infinis, the expected timing and scope of the Acquisition and other statements other than historical facts. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects" or "does not expect", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved. Although Monterey and Infinis believe that the expectations reflected in such forward-looking statements are reasonable, Monterey and Infinis can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; the ability of Monterey and Infinis to successfully retain key employees; the potential impact of the announcement or consummation of the Acquisition on relationships, including with employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; significant competition that Infinis faces; compliance with extensive government regulation. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors. Neither Monterey nor Terra Firma nor Infinis, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Other than in accordance with their legal or regulatory obligations (including under the Disclosure and Transparency Rules of the FCA, as applicable), neither Monterey nor Infinis is under any obligation, and Monterey and Infinis expressly disclaim any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Dealing disclosure requirements

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange 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 securities exchange 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 securities exchange 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 pm (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 securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange 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 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange 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 securities exchange offeror(s), 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 pm (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 securities exchange 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. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Publication on website

A copy of this announcement will be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Terra Firma's website at www.terrafirma.com and Infinis' website at www.infinis.com by no later than 12 noon (London time) on the Business Day following this announcement. For the avoidance of doubt, the contents of these websites are not incorporated by reference and do not form part of this announcement.

Requesting hard copy documents

You may request a hard copy of this announcement by contacting the Company Secretary of Infinis during business hours on +44(0)16 0466 2400 or by submitting a request in writing to Infinis at Infinis Energy plc, First Floor, 500 Pavilion Drive, Northampton Business Park, Northampton NN4 7YJ. For persons who receive a copy of this announcement in electronic form or via a website notification, a hard copy of this announcement in electronic form will not be sent unless so requested. You may also request that all future documents, announcements and information to be sent to you in relation to the Acquisition should be in hard copy form.

APPENDIX

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following indicative timetable sets out the expected dates for implementation of the Acquisition.