Scheme of Arrangement becomes Effective

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY) IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE 

21 June 2018

RECOMMENDED CASH ACQUISITION

of

CITYFIBRE INFRASTRUCTURE HOLDINGS PLC

by

CONNECT INFRASTRUCTURE BIDCO LIMITED

(a newly formed company indirectly jointly-controlled by a consortium
formed by Antin and West Street Infrastructure Partners)

Scheme of Arrangement becomes Effective

On 24 April 2018, the board of CityFibre Infrastructure Holdings plc ("CityFibre" or the "Company") and Connect Infrastructure Bidco Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash offer pursuant to which Bidco would acquire the entire issued and to be issued ordinary share capital of CityFibre (the "Acquisition") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

On 19 June 2018, CityFibre announced that the Court had sanctioned the Scheme at the Court Hearing held on that day.

CityFibre and Bidco are pleased to announce that the Court Order has been delivered to the Registrar of Companies today and accordingly the Scheme has now become effective, in accordance with its terms and CityFibre is now a wholly owned subsidiary of Bidco.

As previously advised, trading in CityFibre Shares on the London Stock Exchange's AIM Market was suspended with effect from 7.30 a.m. on 21 June 2018. The cancellation of trading of CityFibre Shares on the London Stock Exchange's AIM market is expected to take place by 8.00 a.m. on 22 June 2018.  As a result of the Scheme having become effective, share certificates in respect of CityFibre Shares will, by 8.00 a.m. on 22 June 2018, cease to be valid and entitlements to CityFibre Shares held within the CREST system will be cancelled.

A Scheme Shareholder on the register of members of CityFibre at the Scheme Record Time, being 6.00 p.m. on 20 June 2018, will be entitled to receive 81 pence for each Scheme Share held. Settlement of the consideration to which any Scheme Shareholder is entitled will be effected by way of the despatch of cheques or the crediting of CREST accounts (for Shareholders holding Scheme Shares in certificated form and in uncertificated form respectively) as soon as practicable. The latest date for despatch of cheques and settlement of the Cash Consideration in relation to the Offer through CREST is on or by 5 July 2018.

Full details of the Acquisition are set out in the scheme document dated 10 May 2018 (the "Scheme Document"). Capitalised terms used but not defined in this announcement (the "Announcement") have the same meanings set out in the Scheme Document.

The Company is no longer in an "Offer Period" as defined in the Code and accordingly the dealing disclosure requirements previously notified to investors no longer apply.

Enquiries

Important notices

N M Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the FCA in the United Kingdom is acting exclusively as financial adviser for CityFibre and no one else in connection with the Acquisition and will not be responsible to anyone other than CityFibre for providing the protections afforded to clients of Rothschild nor for giving advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Rothschild nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Rothschild in connection with the matters referred to in this Announcement.

finnCap Limited ("finnCap"), which is authorised and regulated by the FCA in the United Kingdom is acting exclusively as nominated adviser and joint broker for CityFibre and no one else in connection with the Acquisition and will not be responsible to anyone other than CityFibre for providing the protections afforded to clients of finnCap nor for giving advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither finnCap nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of finnCap in connection with the matters referred to in this Announcement.

Liberum Capital Limited ("Liberum"), which is authorised and regulated by the FCA in the United Kingdom is acting exclusively as joint broker for CityFibre and no one else in connection with the Acquisition and will not be responsible to anyone other than CityFibre for providing the protections afforded to clients of Liberum nor for giving advice in relation to the Acquisition or any other matters referred to in this Announcement. Neither Liberum nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Liberum in connection with the matters referred to in this Announcement.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or subscribe for or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction. The Acquisition will be made solely pursuant to the terms of the Scheme Document and the accompanying Forms of Proxy, which contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Acquisition. Any approval, decision or other response to the Acquisition should be made only on the basis of the information in the Scheme Document. CityFibre Shareholders are advised to read the Scheme Document and the accompanying Forms of Proxy in their entirety before making a decision.

Overseas jurisdictions

The release, publication or distribution of this Announcement in certain jurisdictions may be restricted by law and may affect the availability of the Acquisition to persons who are not resident in the United Kingdom. Persons who are not resident in the United Kingdom, or who are subject to laws of any jurisdiction other than the United Kingdom, should inform themselves about, and observe any applicable requirements. Any person (including, without limitation, nominees, trustees and custodians) who would, or otherwise intends to, forward this Announcement, the Scheme Document or any accompanying document to any jurisdiction outside the United Kingdom should refrain from doing so and seek appropriate professional advice before taking any action. In particular, the ability of persons who are not resident in the United Kingdom to vote their CityFibre Shares at the Court Meeting or the General Meeting, or to execute and deliver Forms of Proxy appointing another to vote their CityFibre Shares in respect of the Court Meeting or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located. This Announcement has been prepared for the purpose of complying with the laws of England and Wales, the AIM Rules 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.

Any failure to comply with the applicable legal or regulatory requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Acquisition disclaim any responsibility and liability for the violation of such restrictions by any person.

The Acquisition will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a Restricted Jurisdiction, and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, copies of this Announcement and formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons receiving this Announcement (including custodians, nominees and trustees) must not distribute or send it into or from a Restricted Jurisdiction. In the event that the Acquisition is implemented by way of a Takeover Offer and extended into the US, Bidco will do so in satisfaction of the procedural and filing requirements of the US securities laws at that time, to the extent applicable thereto. The Acquisition relates to the shares of an English company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme relates to the shares of an English company that is a "foreign private issuer" as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules.

Financial statements, and all financial information included in the relevant documentation, will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statements of US companies or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles. However, if Bidco were to elect to implement the Acquisition by means of a Takeover Offer and extend such Takeover Offer into the US, such Takeover Offer shall be made in compliance with applicable UK and US securities laws and regulations, including the US tender offer rules. Such Takeover Offer would be made in the US by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in CityFibre outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the US Exchange Act.

Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Forward-looking statements

This Announcement (including information incorporated by reference in this Announcement) may contain certain "forward-looking statements" with respect to Bidco or CityFibre. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "will", "may", "should", "would", "could" or other words or terms of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or CityFibre and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on the business of Bidco or CityFibre. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

Such forward looking statements are not guarantees of future performance. By their nature, because they relate to events and depend on circumstances that will occur in the future, these forward-looking statements involve known and unknown risks, uncertainties that could significantly affect expected results and are based on certain key assumptions and other factors which may cause actual results, performance or developments to differ materially from those expressed in or implied by such forward-looking statements.

These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers' strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and/or exchange rates and the outcome of any litigation.

These forward-looking statements are based on numerous assumptions regarding present and future strategies and environments. You are cautioned not to place any reliance on such forward-looking statements, which speak only as of the date hereof. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or CityFibre or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Should one or more of these risks or uncertainties materialise, or should underlying assumptions prove incorrect, actual results may vary materially from those described in this Announcement. The Consortium, Bidco and CityFibre assume no obligation to update publicly or revise forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per ordinary share for CityFibre for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per ordinary share for CityFibre.

Publication on website and availability of hard copies

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions), free of charge, at www.cliftoninvestment.com and www.cityfibre.com by no later than 12:00 noon (London time) on the Business Day following the date of publication of this Announcement. The content of the websites referred to in this Announcement is not incorporated into and does not form part of this Announcement.

In accordance with Rule 30.3 of the Code, a person so entitled may request a hard copy of this Announcement, free of charge, by contacting CityFibre's Company Secretary between 9:00 am and 5:00 pm (London time) Monday to Friday (except UK public holidays) on 0203 5100 602 from within the United Kingdom or on +44 203 5100 602 if calling from outside the United Kingdom. In accordance with Rule 30.3 of the Code, a person so entitled may also request that all future documents, announcements and information to be sent to them in relation to the Acquisition should be in hard copy form.