INFI.L Regulatory News (INFI)

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.

22 October 2015

For immediate release

Recommended Cash Acquisition

of

Infinis Energy plc ("Infinis")

by

Monterey Capital II S.à r.l. ("Monterey")

a Terra Firma group company

To be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

Summary

· The board of directors of Monterey and the Infinis Independent Directors are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Infinis that Monterey does not already own will be acquired by Monterey.

· Monterey currently owns 205,667,740 Infinis Ordinary Shares, representing approximately 68.5 per cent. of the issued ordinary share capital of Infinis.

· Under the terms of the Acquisition, each Scheme Shareholder will receive 185 pence in cash for each Infinis Ordinary Share, which represents a premium of approximately:

40.4 per cent. to the closing price of 131.75 pence per Infinis Ordinary Share on 21 October 2015 (being the last Business Day before this Announcement); and

38.2 per cent. to the average closing price of 133.86 pence per Infinis Ordinary Share for the one-month period ended 21 October 2015 (being the last Business Day before this Announcement).

· The Acquisition values Infinis' entire issued and to be issued ordinary share capital at approximately £555 million.

· It is intended that the Acquisition will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

· The Infinis Independent Directors, who have been so advised by Barclays Bank PLC, acting through its Investment Bank ("Barclays"), and RBC Capital Markets, as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing their advice, Barclays and RBC Capital Markets have taken into account the commercial assessments of the Infinis Independent Directors. RBC Capital Markets is providing independent financial advice to the Infinis Independent Directors for the purposes of Rule 3 of the Code.

· Accordingly, the Infinis Independent Directors have unanimously approved the Acquisition and intend to recommend that Infinis Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 1,002,826 Infinis Ordinary Shares representing approximately 0.33 per cent. of the issued ordinary share capital of Infinis on 21 October 2015 (being the last Business Day prior to the date of this Announcement). Further details of these irrevocable undertakings, including the circumstances in which they cease to be binding, are set out in Appendix 3 to the following Announcement.

· It is expected that the Court Meeting and General Meeting will be held by the end of November 2015. Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective by the end of this year.

· Infinis is the leading independent renewable power generator in the UK and operates 137 power plants with an installed capacity of 585 MW generating renewable power from landfill gas and onshore wind. It also has four onshore wind projects under construction which are expected to deliver 135 MW of incremental onshore wind capacity by 31 March 2017. The Infinis Group is the largest power generator from landfill gas in the UK and one of the UK's leading onshore wind power generators.

· Paragraph 5 of the following Announcement provides further information on the background to and reasons for the Independent Directors' recommendation and paragraph 3 of the following Announcement provides further information on the background to and reasons for the Acquisition.

· Commenting on today's Announcement, Guy Hands, Chairman and Chief Investment Officer of Terra Firma, said:

"The transaction announced today is part of Terra Firma's strategy of monetising its investment in Infinis, a business that we have owned and invested in over more than a decade. We have considered gradual sell-downs of our interest in the company since its IPO in November 2013 and more recently we have also explored other strategic options, but the change in the regulatory environment for Infinis has prompted us to rethink our strategy.

We believe that this transaction offers Infinis' shareholders an attractive cash consideration for their shares in Infinis and allows Terra Firma to pursue alternative options to monetise its investment in Infinis once it is a private company. We are pleased that the Infinis Independent Directors have unanimously recommended the transaction and are grateful to the Infinis board and management team for their support, in particular as we have jointly completed the preparations for the offer announced today."

· Commenting on today's Announcement, Ian Marchant, Chairman of Infinis said:

"Since the IPO of Infinis two years ago, our management and employees have delivered what was promised in terms of both operational performance and the development of the business, with 135 MW of new wind capacity in construction. However, the challenging regulatory and political environment and the reduction in power prices in the last two years have adversely affected both the cash generation and the growth prospects of the business. Accordingly, the Infinis Independent Directors have been actively exploring ways to maximise value and have looked at offers for the whole business as well as selling the assets separately. Following this work, the Infinis Independent Directors firmly believe that the offer from Monterey represents the best combination of risk and return for shareholders."

· The Scheme Document, containing further information about the Acquisition and notices of the Court Meeting and General Meeting, together with the Forms of Proxy, will be posted to Infinis Shareholders and (for information only) to participants in the Infinis Share Schemes as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless the Panel agrees otherwise).

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement (including its Appendices). The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 contains the sources and bases of certain information contained in this summary and the following Announcement. Appendix 3 contains details of the irrevocable undertakings received by Monterey. Appendix 4 contains the definitions of certain terms used in this summary and the following Announcement.

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 in this Announcement and the Scheme documentation 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 Ordinary 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 Ordinary 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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Infinis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Infinis may be provided to Monterey during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

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.

22 October 2015

Recommended Cash Acquisition

of

Infinis Energy plc ("Infinis")

by

Monterey Capital II S.à r.l. ("Monterey")

a Terra Firma group company

To be effected by means of a Scheme of Arrangement under Part 26 of the Companies Act 2006

1 Introduction

The board of directors of Monterey and the Infinis Independent Directors are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition by which the entire issued and to be issued ordinary share capital of Infinis that Monterey does not already own will be acquired by Monterey. It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.

Monterey currently owns 205,667,740 Infinis Ordinary Shares, representing approximately 68.5 per cent. of the issued ordinary share capital of Infinis.

2 The Acquisition

Under the terms of the Acquisition, which will be subject to the Conditions and further terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, Scheme Shareholders at the Scheme Record Time will be entitled to receive:

The price of 185 pence in cash for each Scheme Share represents a premium of approximately:

· 40.4 per cent. to the closing price of 131.75 pence per Infinis Ordinary Share on 21 October 2015 (being the last Business Day before this Announcement); and

· 38.2 per cent. to the average closing price of 133.86 pence per Infinis Ordinary Share for the one-month period ended 21 October 2015 (being the last Business Day before this Announcement).

The Acquisition values Infinis' entire issued and to be issued share capital at approximately £555 million.

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 the date of this Announcement.

It is expected that the Court Meeting and General Meeting will be held by the end of November 2015. Subject, amongst other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become effective by the end of this year.

3 Background to and reasons for the Acquisition

Since the original investment in Infinis' former parent company in 2003, Terra Firma established and developed Infinis' business through a combination of organic and acquisitive growth. In November 2013, with Infinis well established as one of the UK's leading renewable power generators, Terra Firma sold a circa 30 per cent. stake in Infinis through an initial public offering on the Main Market of the London Stock Exchange, with gradual sell-downs of the remaining stake envisaged over time. Since the initial public offering, Infinis has performed well at an operational level, has delivered on its dividend commitments and is in the process of constructing four onshore wind farms from its organic pipeline of projects under development.

By December 2014, it had become clear to Terra Firma that a managed sell-down of its investment in Infinis through secondary offerings over time was unlikely to materialise at an acceptable price. Terra Firma therefore announced on 15 December 2014 that it was exploring options in relation to its remaining approximately 68.5 per cent. shareholding in Infinis. This process has subsequently suffered from the political implications of the General Election in the UK, most clearly manifested in the proposed removal of the support for new onshore wind capacity and the removal of the exemption from the Climate Change Levy for electricity generated from renewable sources announced by the new Government in July 2015, compounded by a challenging power price environment. Following constructive discussions with the Infinis Independent Directors and management, Terra Firma and Monterey have decided that Monterey will make an offer for the Infinis shares that Monterey does not own, with a view to taking Infinis private. This would facilitate Terra Firma's pursuit of strategic alternatives for Infinis that are consistent with its objective of monetising its investment in Infinis. Terra Firma believes that it will be easier for Infinis to implement these strategic alternatives as a private company.

Through its review of strategic options in relation to its investment in Infinis, Terra Firma has carefully considered a number of options for crystallising value from this investment. Having taken into consideration a number of factors, including the changing political environment for renewable energy in the UK, Terra Firma currently believes that separate sales of the onshore wind portfolio (in whole or in part) and the landfill gas assets are the optimal path for Terra Firma to achieve an exit from its investment in Infinis. To this end, Terra Firma and Infinis intend to work together to prepare for, and in due course take initial steps in relation to, the sale of Infinis' onshore wind assets with any such sales taking place following the implementation of the Acquisition. A review of options around monetisation of the landfill gas portfolio is also expected to follow.

4 Recommendation

The Infinis Independent Directors, who have been so advised by Barclays and RBC Capital Markets as to the financial terms of the Acquisition, consider the Acquisition to be fair and reasonable. In providing their advice, Barclays and RBC Capital Markets have taken into account the commercial assessments of the Infinis Independent Directors.

RBC Capital Markets is providing independent financial advice to the Infinis Independent Directors for the purposes of Rule 3 of the Code.

Accordingly, the Infinis Independent Directors have unanimously approved the Acquisition and intend to recommend that Infinis Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting as they have irrevocably undertaken to do in respect of their own beneficial holdings of, in aggregate, 1,002,826 Infinis Ordinary Shares representing approximately 0.33 per cent. of the issued ordinary share capital of Infinis on 21 October 2015 (being the last Business Day prior to the date of this Announcement).

Mike Kinski, who is both a non-executive director of Infinis and a representative of Terra Firma, has played no part in the consideration of the Acquisition or the recommendation of it by the Infinis Independent Directors.

5 Background to and reasons for the recommendation

The Infinis Independent Directors have worked constructively with Terra Firma since its announcement on 15 December 2014 stating that Terra Firma was exploring options to crystallise the value of its 68.5 per cent. shareholding in Infinis, including a potential sale of the stake, to ensure that the interests of all shareholders have been properly considered.

Infinis' management team has remained focussed on operational delivery throughout this period of uncertainty regarding the ultimate ownership of Infinis and in the face of significant political, regulatory and fiscal challenges in the renewable energy sector in the UK. Infinis has continued to deliver reliable power from its existing landfill gas and wind portfolio, and has made significant progress in the development of 135 MW of wind capacity including bringing North Steads and Sisters to financial close. However, the changes in the UK renewable energy regulatory framework and the prevailing power price environment have impacted Infinis' near term cash generation and the organic and inorganic growth prospects of Infinis. Infinis has announced that the removal of the exemption from the CCL previously enjoyed by renewable energy generation would result in an anticipated reduction of Infinis' EBITDA of approximately £7 million in the year ending 31 March 2016 and approximately £10-11 million in the year ending 31 March 2017. Consequently, and as indicated at the Q1 trading statement on 13 August 2015, Infinis would need to review its dividend policy in the absence of the Acquisition.

In reaching their conclusion, the Infinis Independent Directors considered the Acquisition in the context of the value, prospects and cash generation profile of the underlying business segments of Infinis, against other proposals received and against the value to all shareholders were the Board to pursue alternative strategies including a break-up of Infinis as a publicly listed company through a sale of its wind business. The Infinis Independent Directors have taken into account the significant execution risk, uncertainty surrounding the landfill gas business as a standalone investment proposition and the uncertain timescale for delivery of such a break-up strategy. In addition, since 2014, Infinis has received other proposals but none that have been as attractive to independent shareholders as the Acquisition. 

Accordingly, the Infinis Independent Directors believe the Acquisition offers the independent shareholders, in the circumstances, an acceptable value, an exit from Infinis at an uncertain time for Infinis and the renewable sector more generally and an opportunity to crystallise a premium to the current market price in cash. The Infinis Independent Directors have unanimously decided to recommend that Infinis independent shareholders vote in favour of the Acquisition.

The Infinis Independent Directors recognise that there will be a period of transition for Infinis and the Infinis employees but believe that, in the circumstances, the Acquisition is in the best interests of Infinis in the medium term.

6 Irrevocable Undertakings

All of the Infinis Independent Directors who hold Infinis Ordinary Shares have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of, in aggregate, 1,002,826 Infinis Ordinary Shares representing approximately 0.33 per cent. of the issued ordinary share capital of Infinis on 21 October 2015 (being the last Business Day prior to the date of this Announcement).

The obligations of the Infinis Independent Directors under the above undertakings are conditional upon the Scheme Document being despatched to the Infinis Shareholders within 28 days after the date of this Announcement (save that if Monterey subsequently elects to proceed by way of an Offer under the Code then such date shall be extended to the date which is 28 days after the date of any announcement announcing the change in the structure of the Acquisition).

The undertakings from the Infinis Independent Directors will cease to be binding only if the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Offer is announced, in accordance with Rule 2.7 of the Code, in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time.

Further details of these irrevocable undertakings are set out in Appendix 3 to this Announcement. If the Acquisition is subsequently structured as a takeover offer, all the above undertakings will take effect as irrevocable undertakings to accept such offer.

7 Information relating to Terra Firma and Monterey

Terra Firma Investments (GP) 2 Limited is the general partner of the six limited partnerships constituting the Terra Firma Capital Partners II Fund and a number of limited partnership co-investment funds, two of which are invested in Infinis, and makes equity investments on their behalf. The Terra Firma Capital Partners II Fund had its final close in February 2004, raising a total of €1.9 billion in commitments.

TFCP is an adviser to members of the Terra Firma group, including Terra Firma Investments (GP) 2 Limited. TFCP is an independent private equity advisory firm set up in March 2002 by Guy Hands and other former employees of the Principal Finance Group of Nomura International plc through the spin-out of that division. TFCP is authorised and regulated by the FCA in the United Kingdom, and Terra Firma is regulated by the Guernsey Financial Services Commission.

Monterey is a company originally formed for the purpose of owning the Terra Firma Capital Partners II Fund's investment in Waste Recycling Group ("WRG") and, since Infinis' demerger from WRG, in Infinis. Monterey is owned, in aggregate, by eight limited partnerships, each of which has a common general partner, Terra Firma Investments (GP) 2 Limited. Monterey currently owns 205,667,740 Infinis Ordinary Shares, representing approximately 68.5 per cent. of the issued ordinary share capital of Infinis.

Further details in relation to Monterey will be set out in the Scheme Document.

8 Information relating to Infinis

Infinis is the leading independent renewable power generator in the UK and operates 137 power plants with an installed capacity of 585 MW generating renewable power from landfill gas and onshore wind. It also has four onshore wind projects under construction which are expected to deliver 135 MW of incremental onshore wind capacity by 31 March 2017. The Infinis Group is the largest power generator from landfill gas in the UK and one of the UK's leading onshore wind power generators. Infinis sells its power output through offtake agreements and does not supply electricity directly to retail customers.

The Infinis Group's corporate structure is divided into three distinct divisions, comprising the Landfill Gas Business, the Onshore Wind Business and the Wind Development Pipeline Business.

Infinis is a public limited company registered in England and Wales and its shares have been listed on the Main Market of the London Stock Exchange since November 2013, when Monterey completed an initial public offering of Infinis by selling a circa 30 per cent. stake in Infinis to institutional and retail investors.

For the financial year ended 31 March 2015, Infinis reported audited underlying group revenue of £236.0 million and audited EBITDA before operating exceptional items of £142.8 million. Infinis reported a strong first quarter in the current financial year to 31 March 2016 with total power generation of 586 GWh, up 14 GWh on the previous year. Infinis has also announced that the removal, with effect from 1 August 2015, of the exemption from the CCL previously enjoyed by renewable power generation would result in an anticipated reduction of its EBITDA of approximately £7 million in the current financial year and by £10-11 million in the financial year to 31 March 2017. Infinis and another power generator have initiated proceedings for a judicial review of the decision by HM Treasury to remove the exemption from the CCL for electricity generated from renewable sources. The basis for this review is that the exemption was removed without appropriate notice period, consultation or proportionate justification.

9 Financing

The cash consideration payable by Monterey under the terms of the Acquisition will be funded from a debt financing facility to be provided under a new term loan facility agreement entered into between, amongst others, Monterey as borrower and Goldman Sachs International Bank as original lender (the "Facility Agreement"). The facility will be used to finance the Acquisition, to pay the fees and transaction expenses in connection with the Acquisition and the facility, to refinance certain existing indebtedness of Infinis Capital Limited and for general corporate purposes. 

Under the terms of the Facility Agreement, Monterey has agreed that save with the consent of the Agent (as defined in the Facility Agreement), it will not declare, accept or treat as satisfied any condition of the Offer, where it is not actually satisfied or has not been complied with unless required to do so by the Panel, save as required to do so by a court of competent jurisdiction, the London Stock Exchange plc or any other applicable law or regulation or regulatory body.

Goldman Sachs International is satisfied that sufficient resources are available to Monterey to satisfy in full the cash consideration payable under the terms of the Acquisition.

10 Management, employees and locations

The Board of Directors of Monterey and the Infinis Independent Directors recognise that an operational and administrative restructuring of Infinis will be required following the completion of the Acquisition in order to achieve the expected benefits of the Acquisition. However, at this stage, no decision has been made as to the restructuring of Infinis (including because the path for Terra Firma to achieve an exit from its investment in Infinis has not yet been determined) and, as such, there can be no certainty as to the level of employee transfer and/or reduction that may result. Finalisation of the restructuring plan will be subject to engagement with the relevant stakeholders as appropriate. Monterey confirms that the existing employment rights of Infinis' employees (including pension rights) will be fully safeguarded.

In connection with the Scheme and its implementation, the Infinis Remuneration Committee has resolved not to waive any of the performance conditions attaching to awards or options under its Infinis Share Schemes. It is proposed that the existing awards, over approximately 1,287,059 Infinis Shares, granted under the Infinis Energy Long Term Incentive Plan are cancelled and that no further awards are made in respect of 2015. In consideration of this cancellation, the Infinis Remuneration Committee has agreed that the financial targets applicable to the 2015/16 annual cash bonus scheme for the affected individuals will be treated as satisfied, provided those individuals remain employed by Infinis until payment of that bonus in June 2016.

There have been preliminary discussions between Terra Firma and Infinis regarding arrangements to retain employees of Infinis after the Effective Date. However, currently no agreements have been concluded on such matters. 

It is expected that each of the Infinis Non-Executive Directors that are independent of Terra Firma will cease to be directors on the Effective Date.

Save as stated in this announcement and subject to finalisation of its strategic alternatives for Infinis, Monterey confirms that it has no plans currently to redeploy any of Infinis' fixed assets.

11 Infinis Share Schemes

Participants in the Infinis Share Schemes will be contacted regarding the effect of the Acquisition on their rights and appropriate proposals will be made to such participants in due course. Details of these proposals will be set out in the Scheme Document and in separate letters to be sent to participants in the Infinis Share Schemes.

12 Disclosure of interests in Infinis relevant securities

Monterey and its concert parties are interested in 205,667,740 Infinis Ordinary Shares representing approximately 68.5 per cent. of the issued share capital of Infinis.

Save for that interest, neither Monterey, its concert parties nor, so far as Monterey or its directors are aware, any other person acting in concert with Monterey, has any interest in or right to subscribe for Infinis relevant securities.

13 Structure of the Acquisition

It is intended that the Acquisition will be implemented by way of a Court-sanctioned scheme of arrangement between Infinis and the Scheme Shareholders, under Part 26 of the Companies Act. The procedure involves, among other things, an application by Infinis to the Court to sanction the Scheme, in consideration for which the Scheme Shareholders will receive cash on the basis described in paragraph 2 above. The purpose of the Scheme is to provide for Monterey to become the owner of the entire issued and to be issued share capital of Infinis.

The Scheme is subject to the Conditions and certain further terms referred to in Appendix 1 to this Announcement and to be set out in the Scheme Document, and will only become effective if, among other things, the following events occur on or before 31 January 2016 or such later date as Monterey and Infinis, with the consent of the Panel, agree:

· the Scheme is approved by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders present and voting either in person or by proxy at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meetings;

· the resolutions necessary to implement the Scheme are passed by the requisite majority of Infinis Shareholders at the General Meeting;

· the Scheme is sanctioned (without modification or with modification on terms acceptable to Monterey and Infinis); and

· an office copy of the Scheme Court Order is delivered to the Registrar of Companies.

Upon the Scheme becoming effective: (i) it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the General Meeting (and if they attended and voted, whether or not they voted in favour); and (ii) share certificates in respect of Scheme Shares will cease to be valid and entitlements to Scheme Shares held within the CREST system will be cancelled.

If the Scheme does not become effective on or before 31 January 2016 (or such later date as Monterey and Infinis may, with the consent of the Panel, agree), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by Infinis Shareholders. The Scheme Document will be posted to Infinis Shareholders and (for information only) to participants in the Infinis Share Schemes, as soon as practicable and, in any event, within 28 days of the date of this Announcement (unless the Panel agrees otherwise).

14 Delisting and re-registration

It is intended that dealings in Infinis Ordinary Shares will be suspended at 5.00 p.m. London time on the Business Day prior to the Scheme Court Hearing. It is further intended that an application will be made to the London Stock Exchange for the cancellation of trading of the Infinis Ordinary Shares on the London Stock Exchange, with effect as of or shortly following the Effective Date.

It is also intended that, following the Scheme becoming effective, Infinis will be re-registered as a private company under the relevant provisions of the Companies Act.

15 Disclosure of interests in Infinis relevant securities

Monterey made an Opening Position Disclosure, setting out the details to be disclosed by it under Rule 8 of the Code, on 19 December 2014.

16 Overseas shareholders

The availability of the Acquisition or the distribution of this Announcement to Infinis Shareholders who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. Infinis Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This Announcement does not constitute an offer for sale for any securities or an offer or an invitation to purchase any securities. Infinis Shareholders are advised to read carefully the Scheme Document and related Forms of Proxy once these have been dispatched.

17 Documents published on a website

Copies of the following documents will, by no later than 12 noon (London time) on 23 October 2015, be published on Infinis' website at www.infinis.com and Terra Firma's website at www.terrafirma.com until the end of the Acquisition:

· the irrevocable undertakings referred to in paragraph 6;

· Monterey's financing documents in connection with the Offer as referred to in paragraph 9 above; and

· the Non-Disclosure Agreement referred to in paragraph 18.

18 General

Infinis and Monterey have entered into a non-disclosure agreement dated 6 October 2015 ("Non-Disclosure Agreement") pursuant to which Monterey has undertaken to keep confidential information relating to the Infinis Group and not to disclose it to third parties (other than those to which disclosure is permitted in terms of the Non-Disclosure Agreement) unless required by law or regulation. These non-disclosure obligations will remain in force for three years.

The Acquisition will be subject to the Conditions and certain further terms set out in Appendix 1 and the further terms and conditions set out in the Scheme Document when issued.

The Scheme will be governed by English law and will be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the FCA.

The bases and sources of certain financial information contained in this Announcement are set out in Appendix 2. Certain terms used in this Announcement are defined in Appendix 4.

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 in this Announcement and the Scheme documentation 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 Ordinary 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 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, will continue to act as an exempt principal trader in Infinis Ordinary 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 Part, 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.

Electronic Communications

Please be aware that addresses, electronic addresses and certain other information provided by Infinis Shareholders, persons with information rights and other relevant persons for the receipt of communications from Infinis may be provided to Monterey during the offer period as required under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Appendix 1Conditions and Certain Further Terms of the Scheme and the Acquisition

A. Conditions to the Scheme and Acquisition

1 The Acquisition will be conditional upon the Scheme becoming unconditional and becoming effective, subject to the provisions of the Code, by no later than 31 January 2016 or such later date (if any) as Monterey and Infinis may, with the consent of the Panel, agree and (if required) the Court may approve.

2 The Scheme will be conditional upon:

(a) approval of the Scheme by a majority in number representing not less than 75 per cent. in value of the Scheme Shareholders (or the relevant class or classes thereof, if applicable) present and voting either in person or by proxy at the Court Meeting and at any separate class meeting which may be required by the Court or at any adjournment of any such meetings (provided that the Court Meeting may not be adjourned beyond the 22nd day after the expected date of the Court Meeting to be set out in the Scheme Document in due course or such later date (if any) as Monterey and Infinis may agree);

(b) all resolutions in connection with or required to approve and implement the Scheme as set out in the notice of the General Meeting (including, without limitation, the Resolution) being duly passed by the requisite majority at the General Meeting (or at any adjournment thereof, provided that the General Meeting may not be adjourned beyond the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course or such later date (if any) as Monterey and Infinis may agree); and

(c) the sanction of the Scheme without modification or with modification on terms acceptable to Monterey and Infinis, provided that the Scheme Court Hearing may not be adjourned beyond the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course or such later date (if any) as Monterey and Infinis may agree, and the delivery of an office copy of the Scheme Court Order to the Registrar of Companies.

3 In addition, Monterey and Infinis have agreed that, subject as stated in Part B below, the Acquisition will be conditional upon the following matters and, accordingly, the necessary actions to make the Scheme effective will not be taken unless such conditions (as amended, if appropriate) have been satisfied or, where relevant, waived:

(a) no Third Party having intervened (as defined below) and there not continuing to be outstanding any statute, regulation or order of any Third Party, in each case which would or might reasonably be expected to:

(i) make the Scheme or the Acquisition or, in each case, its implementation or the acquisition or proposed acquisition by Monterey or any member of the Wider Monterey Group of any shares or other securities in, or control or management of, Infinis or any member of the Wider Infinis Group void, illegal or unenforceable in any jurisdiction, or otherwise directly or indirectly materially restrain, prevent, prohibit, restrict or materially delay the same or impose additional conditions or obligations with respect to the Scheme or the Acquisition or such acquisition, or otherwise materially impede, challenge or interfere with the Scheme or Acquisition or such acquisition, or require amendment to the terms of the Scheme or Acquisition or the acquisition or proposed acquisition of any Infinis Ordinary Shares or the acquisition of control or management of Infinis or the Wider Infinis Group by Monterey or any member of the Wider Monterey Group;

(ii) limit or delay, or impose any material limitations on, the ability of any member of the Wider Monterey Group or any member of the Wider Infinis Group to acquire or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership in respect of shares or other securities in, or to exercise voting or management control over, any member of the Wider Infinis Group or any member of the Wider Monterey Group;

(iii) require, prevent or materially delay the divestiture or materially alter the terms envisaged for any proposed divestiture by any member of the Wider Monterey Group of any shares or other securities in Infinis or of all or any portion of their respective businesses, assets or properties or materially limit the ability of any of them to conduct any of their respective businesses or to own or control any of their respective assets or properties or any part thereof;

(iv) except pursuant to sections 974 to 991 of the Companies Act, require any member of the Wider Monterey Group or of the Wider Infinis Group to acquire, or to offer to acquire, any shares or other securities (or the equivalent) in any member of either group owned by any third party;

(v) materially limit the ability of any member of the Wider Monterey Group or of the Wider Infinis Group to conduct or 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 Monterey Group or of the Wider Infinis Group;

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

(vii) otherwise adversely affect any or all of the business, assets, profits, financial or trading position of any member of the Wider Infinis Group or of the Wider Monterey Group,

and all applicable waiting and other time periods during which any Third Party could intervene under the laws of any relevant jurisdiction having expired, lapsed or been terminated;

(b) all Authorisations which are necessary or are reasonably considered necessary by Monterey in any relevant jurisdiction for or in respect of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Infinis or any other member of the Wider Infinis Group by any member of the Wider Monterey Group or the carrying on by any member of the Wider Infinis Group of its business having been obtained, in terms and in a form reasonably satisfactory to Monterey, from all appropriate Third Parties or from any persons or bodies with whom any member of the Wider Infinis Group has entered into contractual arrangements, in each case where the absence of such Authorisation would or might reasonably be expected to have a material adverse effect on the Infinis Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice or intimation of any intention to revoke, suspend, restrict, modify or not to renew any of the same;

(c) since 31 March 2015 and except as disclosed in Infinis' annual report and accounts for the year then ended or as publicly announced by Infinis prior to 22 October 2015 (by the delivery of an announcement to a Regulatory Information Service), there being no provision of any arrangement, agreement, licence, permit, franchise or other instrument to which any member of the Wider Infinis Group is a party, or by or to which any such member or any of its assets is or are or may be bound, entitled or subject or any circumstance, which, in each case as a consequence of the Scheme or Acquisition or the acquisition or proposed acquisition of any shares or other securities in, or control of, Infinis or any other member of the Wider Infinis Group by any member of the Wider Monterey Group or otherwise, would be expected to result in (in any case to an extent which would reasonably be expected to be material in the context of the Infinis Group taken as a whole):

(i) any monies borrowed by or any other indebtedness or liabilities (actual or contingent) of, or any grant available to, any member of the Wider Infinis Group being or becoming repayable or capable of being declared repayable immediately or prior to its stated maturity date or repayment date or the ability of any member of the Wider Infinis Group to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property, assets or interests of any member of the Wider Infinis Group or any such mortgage, charge or other security interest (wherever created, arising or having arisen) becoming enforceable;

(iii) any such arrangement, agreement, licence, permit, franchise or instrument, or the rights, liabilities, obligations or interests of any member of the Wider Infinis Group thereunder, being, or becoming capable of being, terminated or adversely modified or affected or any adverse action being taken or any obligation or liability arising thereunder;

(iv) any liability of any member of the Wider Infinis Group to make any severance, termination, bonus or other payment to any employee or key producer of the Wider Infinis Group;

(v) any asset or interest of any member of the Wider Infinis Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Infinis Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Infinis Group otherwise than in the ordinary course of business;

(vi) any member of the Wider Infinis Group ceasing to be able to carry on business under any name under which it presently does so;

(vii) the creation of any liabilities (actual or contingent) by any member of the Wider Infinis Group other than in the ordinary course of business;

(viii) the rights, liabilities, obligations or interests of any member of the Wider Infinis Group under any such arrangement, agreement, licence, permit, franchise or other instrument or the interests or business of any such member in or with any other person, firm, company or body (or any arrangement or arrangements relating to any such interests or business) being terminated or adversely modified or affected; or

(ix) the financial or trading position or the value of any member of the Wider Infinis Group being prejudiced or adversely affected,

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would or would reasonably be expected to result in any of the events or circumstances which are referred to in paragraphs (i) to (ix) of this Condition (c) in any case to an extent which would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(d) since 31 March 2015 and except as disclosed in Infinis' annual report and accounts for the year then ended or as otherwise publicly announced by Infinis prior to 22 October 2015 (by the delivery of an announcement to a Regulatory Information Service) no member of the Wider Infinis Group having:

(i) entered into, terminated or varied the terms of or made any offer (which remains open for acceptance) to enter into or vary the terms of, any contract, agreement, commitment, transaction or arrangement with any person employed by any member of the Wider Infinis Group, including entering into any such arrangement which would result in any liability of any member of the Wider Infinis Group to make any severance, termination, bonus or other payments to any of its directors or other officers, which would or might reasonably be expected to be material in the context of the Acquisition or which would or might reasonably be expected to have a material adverse effect on the financial position of the Infinis Group taken as a whole;

(ii) proposed, agreed to provide or modified the terms of any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by the Wider Infinis Group;

(iii) (except in relation to changes made or agreed as a result of, or arising from, legislation or changes to legislation) made or agreed or consented to:

(A) any material change:

(I) to the terms of the trust deeds constituting the pension scheme(s) established for its directors, employees or their dependants; or

(II) the contributions payable to any such scheme(s) or to the benefits which accrue or to the pensions which are payable thereunder; or

(III) the basis on which qualification for, or accrual or entitlement to such benefits or pensions are calculated or determined; or

(IV) the basis upon which the liabilities (including pensions) or such pension schemes are funded, valued or made

in each case, which would or might reasonably be expected to have a material effect in the context of the Infinis Group taken as a whole,

(B) any change to the trustees including the appointment of a trust corporation;

(iv) issued or agreed to issue, or authorised the issue of, additional shares of any class, or securities convertible into or exercisable or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold any shares out of treasury, other than as between Infinis and wholly‑owned subsidiaries of Infinis or any shares issued or shares transferred from treasury upon the exercise of any options granted under any of the Infinis Share Schemes;

(v) purchased or redeemed or repaid any of its own shares or other securities or reduced or made any other change to any part of its share capital to an extent which (other than in the case of Infinis) would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(vi) recommended, declared, paid or made any dividend or other distribution whether payable in cash or otherwise or made any bonus issue (other than to Infinis or a wholly‑owned subsidiary of Infinis);

(vii) made or authorised any change in its loan capital;

(viii) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merged with, demerged or acquired any body corporate, partnership or business or acquired or disposed of or transferred, mortgaged, charged or created any security interest over any assets or any right, title or interest in any assets (including shares in any undertaking and trade investments) or authorised the same (in each case to an extent which would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole);

(ix) issued or authorised the issue of, or made any change in or to, any debentures or (except in the ordinary course of business or except as between Infinis and its wholly-owned subsidiaries or between such wholly-owned subsidiaries) incurred or increased any indebtedness or liability (actual or contingent) which in any case would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(x) entered into, varied, or authorised any material agreement, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which:

(A) is of a long term, onerous or unusual nature or magnitude or which is reasonably likely to involve an obligation of such nature or magnitude; or

(B) is likely to restrict the business of any member of the Wider Infinis Group; or

(C) is other than in the ordinary course of business,

and which would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(xi) entered into, implemented, effected or authorised any merger, demerger, reconstruction, amalgamation, scheme, commitment or other transaction or arrangement in respect of itself or another member of the Wider Infinis Group;

(xii) taken any corporate action or had any legal proceedings instituted or threatened against it or petition presented or order made for its winding‑up (voluntarily or otherwise), dissolution or reorganisation or for the appointment of a receiver, administrator, administrative receiver, trustee or similar officer of all or any material part of its assets and revenues or any analogous proceedings in any jurisdiction or appointed any analogous person in any jurisdiction which in any case would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(xiii) been unable, or admitted in writing that it is unable, to pay its debts or having 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;

(xiv) waived or compromised any claim otherwise than in the ordinary course of business which would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(xv) made any alteration to its memorandum or articles of association; or

(xvi) entered into any agreement, commitment or arrangement 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 (e);

(e) since 31 March 2015 and except as disclosed in Infinis' annual report and accounts for the year then ended or as otherwise publicly announced by Infinis prior to 22 October 2015 (by the delivery of an announcement to a Regulatory Information Service):

(i) there having been no adverse change or deterioration in the business, assets, financial or trading positions or profit of any member of the Wider Infinis Group which in any case would be material in the context of the Infinis Group taken as a whole;

(ii) no contingent or other liability of any member of the Wider Infinis Group having arisen or become apparent or increased which in any case would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(iii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Infinis Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Infinis Group which is material in the context of the Infinis Group taken as a whole;

(iv) (other than as a result of the Acquisition) no enquiry or investigation by, or complaint or reference to, any Third Party having been threatened, announced, implemented, instituted by or against or remaining outstanding against or in respect of any member of the Wider Infinis Group which in any case would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(v) other than with the consent of Monterey, no action having been taken or proposed by any member of the Wider Infinis Group, or having been approved by Infinis Shareholders or consented to by the Panel, which falls or would fall within or under Rule 21.1 of the Code or which otherwise is or would be materially inconsistent with the implementation by Monterey of the Acquisition on the basis contemplated as at the date of this Announcement; and

(vi) no member of the Wider Infinis Group having conducted its business in breach of any applicable laws and regulations which in any case would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(f) Monterey not having discovered:

(i) that any financial or business or other information concerning the Wider Infinis Group disclosed at any time by or on behalf of any member of the Wider Infinis Group, whether publicly, to any member of the Wider Monterey Group or to any of their advisers or otherwise, is misleading or contains any misrepresentation of fact or omits to state a fact necessary to make any information contained therein not misleading and which was not subsequently corrected before 22 October 2015 by disclosure either publicly or otherwise to Monterey to an extent which might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(ii) that any member of the Wider Infinis Group is subject to any liability (actual or contingent) which is not disclosed in Infinis' annual report and accounts for the financial year ended 31 March 2015 or in Infinis' interim results for the six months ended 31 September 2015 and which in any case would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

(iii) any past or present member of the Wider Infinis Group has not complied in all material respects with all applicable legislation, regulations or other requirements of any jurisdiction or any Authorisations relating to the use, treatment, storage, carriage, disposal, discharge, spillage, release, leak or emission of any waste or hazardous substance or any substance likely to impair the environment (including property) or harm human health or otherwise relating to environmental matters or the health and safety of humans, which non-compliance would be likely to give rise to any material liability including any penalty for non-compliance (whether actual or contingent) on the part of any member of the Wider Infinis Group;

(iv) there is any liability (actual or contingent) of any past or present member of the Wider Infinis Group under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasi-governmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Wider Infinis Group taken as a whole;

(v) circumstances exist which would be reasonably likely to lead to any Third Party instituting, or whereby any member of the Wider Monterey Group or any present or past member of the Wider Infinis Group would be likely to be required to institute, an environmental audit or take any other steps which would in any such case be reasonably likely to result in any liability (whether actual or contingent) to improve, modify existing or install new plant, machinery or equipment or carry out changes in the processes currently carried out or make good, remediate, repair, re-instate or clean up any land or other asset currently or previously owned, occupied or made use of by any past or present member of the Wider Infinis Group; or

(vi) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Infinis Group to an extent which would or might reasonably be expected to be material in the context of the Infinis Group taken as a whole;

For the purpose of these Conditions:

(a) Third Party means any central bank, government, government department or governmental, quasi‑governmental, supranational, statutory, regulatory, environmental or investigative body, authority (including any national or supranational anti‑trust or merger control authority), court, trade agency, association, institution or professional or environmental body or any other person or body whatsoever in any relevant jurisdiction, including, for the avoidance of doubt, the Panel;

(b) a Third Party shall be regarded as having "intervened" if it has given notice to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or made, proposed or enacted any statute, regulation, decision or order or taken any measures or other steps or required any action to be taken or information to be provided or otherwise having done anything and "intervene" shall be construed accordingly; and

(c) Authorisations means authorisations, orders, grants, recognitions, determinations, certificates, confirmations, consents, licences, clearances, provisions and approvals.

B. Certain further terms of the Scheme and the Acquisition

1 Conditions 3(a) to 3(f) (inclusive) must be fulfilled, be determined by Monterey to be or remain satisfied or (if capable of waiver) be waived by 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme will lapse.

2 Notwithstanding the paragraph above and subject to the requirements of the Panel, Monterey reserves the right in its sole discretion to waive all or any of Conditions 3(a) to 3(f) inclusive, in whole or in part and to proceed with the Scheme Court Hearing prior to the fulfilment, satisfaction or waiver of any of the Conditions 3(a) to 3(f) inclusive.

3 Monterey shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of Conditions 3(a) to 3(f) (inclusive) by a date earlier than the latest date specified above for the fulfilment of that condition, notwithstanding that the other Conditions may at such earlier date have been waived or fulfilled and that there are, at such earlier date, no circumstances indicating that any Condition may not be capable of fulfilment.

4 Monterey reserves the right to elect to implement the Acquisition by way of a takeover offer (as defined in Part 28 of the Companies Act), subject to the Panel's consent. In such event, such Offer will be implemented on the same terms and conditions (subject to appropriate amendments, including (without limitation) an acceptance condition set at 75 per cent. (or such other percentage (being more than 50 per cent.) as Monterey may decide (subject to the Panel's consent) of the shares to which such Offer relates) so far as applicable, as those which would apply to the Scheme.

5 The Acquisition will be subject, inter alia, to the Conditions and certain further terms which are set out in this Appendix 1 and those terms which will be set out in the Scheme Document and such further terms as may be required to comply with the provisions of the Listing Rules of the UK Listing Authority and the provisions of the Code.

6 The Acquisition will lapse if there is a Phase 2 CMA reference (as defined in the Code and pursuant to Rule 12.1(a)(ii) of the Code) before the General Meeting.

7 Infinis Ordinary Shares will be acquired by Monterey fully paid and free from all liens, equitable interests, charges, encumbrances and other third party rights of any nature whatsoever and together with all rights attaching to them, including the right to receive and retain all dividends and distributions (if any) declared, made or payable after the date of this Announcement.

8 This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, and any proxies will be governed by English law and be subject to the jurisdiction of the courts of England and Wales. The Scheme will be subject to the applicable requirements of the Code, the Listing Rules, the Panel and the London Stock Exchange.

9 Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to overseas shareholders will be contained in the Scheme Document.

10 Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

Appendix 2Bases and Sources

1 The value attributed to the issued and to be issued ordinary share capital of Infinis is based upon the 300,070,658 Infinis Ordinary Shares in issue on 21 October 2015 (being the last Business Day before the date of this Announcement). The International Share Identification Number for Infinis Shares is GB00BFG1QM56.

2 Unless otherwise stated, the financial information of Infinis is extracted (without material adjustment) from Infinis' Annual Report and Accounts for the year ended 31 March 2015, Infinis' Q1 trading statement for the period 1 April 2015 to 13 August 2015 and from Infinis' other announcements to a Regulatory Information Service.

3 The market prices of the Infinis Ordinary Shares are the closing middle market quotations as derived from Bloomberg.

Appendix 3Details of Irrevocable Undertakings

The following holders of Infinis Ordinary Shares have given irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in relation to the following Infinis Ordinary Shares, respectively:

The obligations of the Infinis Independent Directors under the above undertakings are conditional upon the Scheme Circular being despatched to the Infinis Shareholders within 28 days after the date of this Announcement (save that if Monterey subsequently elects to proceed by way of an Offer under the Code then such date shall be extended to the date which is 28 days after the date of any announcement announcing the change in the structure of the Acquisition).

The undertakings from the Infinis Independent Directors will cease to be binding only if the Scheme lapses or is withdrawn and no new, revised or replacement Scheme or Offer is announced in accordance with Rule 2.7 of the Code in its place or is announced, in accordance with Rule 2.7 of the Code, at the same time.

If the Acquisition is subsequently structured as a takeover offer, all the above undertakings will take effect as irrevocable undertakings to accept such offer.

Appendix 4Definitions

The following definitions apply throughout this Announcement unless the context requires otherwise.

For the purposes of this Announcement, subsidiary, subsidiary undertaking, undertaking, associated undertaking have the meanings given by the Companies Act.

References to an enactment include references to that enactment as amended, replaced, consolidated or re-enacted by or under any other enactment before or after the date of this Announcement. All references to time in this Announcement are to London time unless otherwise stated.