Irrevocable Undertaking

Transcription

1 DocuSign Envelope ID: 388B6AA B45-9C53-475DF8E86C19 EXECUTION VERSION Irrevocable Undertaking From: Woodford Investment Management Limited 9400 Garsington Road Oxford Business Park Oxford United Kingdom, OX4 2HN To: The Directors Connect Infrastructure Bidco Limited 3rd Floor 11-12, St James's Square London, SW1Y 4LB 23 April 2018 Dear Sirs/Madam, Proposed acquisition by Connect Infrastructure Bidco Limited ( Bidco ) of CityFibre Infrastructure Holdings plc (the Target ) to be effected by way of scheme of arrangement ( Scheme ) pursuant to Part 26 of the Companies Act Background 1.1 We refer to the proposed acquisition by Bidco, a newly formed company indirectly jointlyowned by a consortium consisting of Antin Infrastructure Partners UK Limited (acting as authorised manager of Antin Infrastructure Partners III L.P.) and Antin Infrastructure Partners S.A.S. (acting as management company of Antin Infrastructure Partners III FPCI) and West Street Global Infrastructure Partners III, L.P., West Street International Infrastructure Partners III, L.P. and West Street European Infrastructure Partners III, L.P., (in each case acting by their general partner, Broad Street Infrastructure Advisors III, L.L.C.) and Broad Street Principal Investments UK Limited pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of the Target for an acquisition price of 81 pence per ordinary share (the Acquisition ) substantially on the terms and conditions set out or referred to in the draft announcement set out in Annex 1 (the Announcement ). 1.2 We, Woodford Investment Management Limited, act as discretionary investment manager on behalf of those persons named in the Schedule, and we have discretionary control over 120,937,611 ordinary shares in the Target as set out in the Schedule to this undertaking (the Relevant Securities, which expression shall include any other shares in the Target issued after the date hereof and attributable to or derived from such shares). 2. Undertakings 2.1 We, the undersigned, hereby irrevocably and unconditionally undertake and warrant to and confirm and agree with you that: (a) (b) the persons named in the Schedule are the beneficial owners of the Relevant Securities; we have full power and authority to control the exercise of voting rights attaching to the Relevant Securities and have all relevant authority (and will at all times continue to have all relevant authority) or where applicable, procure the exercise of, all votes (whether on a show of hands or a poll and whether in person or by proxy) in relation to the Relevant Securities, at:

2 DocuSign Envelope ID: 388B6AA B45-9C53-475DF8E86C19 (i) (ii) the meeting of the company s ordinary shareholders convened by order of the Court (including any adjournment thereof) for the purpose of considering and, if thought fit, approving the Scheme (the Court Meeting ); and the general meeting of the Target s ordinary shareholders (including any adjournment thereof) to be convened in connection with the Scheme (the General Meeting ), in favour of the Scheme, in respect of any resolutions (whether or not amended) required to give effect to the Acquisition contained in the Scheme (the Resolutions ) as set out in the notices of meeting in the circular to be sent to shareholders of the Target containing, amongst other things, the terms of the Scheme and an explanatory statement in respect of the Scheme (the Scheme Document ) and, save as provided herein, against any proposal to adjourn the Court Meeting or the General Meeting; (c) save as may be otherwise provided herein, unless and until the Resolutions have been passed, we shall, and shall procure that any person holding the Relevant Securities shall: (i) subject to paragraph 2.4 and save that the Relevant Securities are subject to an existing security interest in favour of a lender to the beneficial owners as security for the payment and discharge of their respective obligations to such lender, not sell, transfer, or otherwise dispose of, charge, pledge, or otherwise create any encumbrance or grant any option or other right over, or otherwise deal in all or any of the Relevant Securities or of any interest therein except pursuant to the Acquisition, provided that we shall be permitted to take any such action in respect of the Relevant Securities or interests in them (a permitted transaction ) where the counterparty or buyer is: (A) (B) (C) Bidco; any person who has executed an irrevocable undertaking in favour of Bidco in respect of the Acquisition contained in the Scheme on the either the same terms set out in this undertaking, or otherwise on terms which Bidco, acting in good faith, considers to be substantially similar (a qualifying undertaking ); or any person who enters into a qualifying undertaking prior to or in connection with a permitted transaction. (ii) (iii) (iv) not exercise any voting rights attaching to the Relevant Securities to vote in favour of any resolution to approve a scheme of arrangement or other transaction which is proposed in competition with or which might reasonably be expected to otherwise frustrate the Acquisition; not, without the consent of Bidco, convene or requisition, or join in convening or requisitioning, any general class meeting of the Target for the purpose of considering any resolution referred to in subparagraph (ii) above; and not enter into any agreement or arrangement which would or might reasonably be expected to restrict our ability to comply with this undertaking. 2.2 If Bidco elects to implement the Acquisition by way of a takeover offer (an Offer ), we: (a) undertake to accept, or procure the acceptance of, the Offer in respect of the Relevant Securities; 2

3 DocuSign Envelope ID: 388B6AA B45-9C53-475DF8E86C19 (b) agree to fulfil this undertaking, in respect of the Relevant Securities by not later than 3.00 p.m. on the 21st day after the date of despatch to shareholders of the Target of the formal document containing the Offer (the Offer Document ) (or, in respect of any new shares acquired by us after the publication of the Offer Document, within five days of such acquisition), by either: (i) (ii) (iii) returning to you, or procuring the return to you, or as you may direct, duly completed and signed form(s) of acceptance relating to the Offer and we also agree to forward, or procure to be forwarded, with such form(s) of acceptance the share certificate(s) or other document(s) of title in respect of the Relevant Securities; sending (or procuring that any CREST sponsor sends) to Euroclear UK & Ireland Limited the relevant Transfer to Escrow instruction accepting the Offer (in accordance with the procedures described in the Offer Document) in respect of the Relevant Securities; or taking such other steps as may be set out in the Offer Document to effect the acceptance of the Offer and transfer to you of the Relevant Securities. 2.3 This undertaking shall lapse and, without any prejudice to any existing breaches of our obligations, shall cease to have any effect if: (a) the Announcement is not released on or before 8am (London time) on 24 April 2018 or such later time or date as Bidco and the Target agree; (b) (c) the Scheme lapses or is withdrawn; entire issued and to be issued ordinary share capital of the Target (whether by means of a takeover offer within the meaning of section 974 of the CA 2006 or by way of a scheme of arrangement under section 895 of the CA 2006), such proposal provides for consideration of more than a 10 per cent. premium to the price per share being offered at that time by Bidco (a Competing Announcement ) and Bidco does not increase the consideration to be paid for the shares pursuant to the Acquisition to an equivalent amount per share within seven days of the Competing Announcement; or (d) the Scheme has not become effective by 5:30 pm (London time) on or before 31 October Notwithstanding any other provision in this letter, we shall be permitted to sell the Relevant Securities to the extent required by law, or to ensure compliance with rule of the FCA s Collective Investment Sourcebook or any fund limits as set out in any constitutional or compliance documentation or otherwise pursuant to any order or ruling by a court or competent judicial body, or by any competent authority (under Part Vi of the Financial Services and Markets Act 2000). 3. Governing law and jurisdiction 3.1 This undertaking and any dispute, claim or obligation (whether contractual or noncontractual) arising out of or in connection with it, its subject matter or formation shall be governed by and construed in accordance with English law and we agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non-contractual) arising out of or in connection with this undertaking. 3

4 DocuSign Envelope ID: 388B6AA B45-9C53-475DF8E86C19 4. General 4.1 Without prejudice to any other rights or remedies which Bidco may have, we acknowledge and agree that damages may not be adequate remedy for breach by us of any of our obligations in this undertaking. Bidco shall be entitled to seek the remedies of injunction, specific performance and other equitable relief of any threatened or actual breach of any such obligation and no proof of special damages shall be necessary for the enforcement by Bidco of its rights under this undertaking. 4.2 Nothing in this undertaking is intended to confer on any person any right to enforce any term of this undertaking which that person would not have had but for the Contracts (Rights of Third Parties) Act

5 DocuSign Envelope ID: 388B6AA B45-9C53-475DF8E86C19 SCHEDULE The Shares 1. Number of Shares 2. Number of Shares under option/warrants 3. Registered holder 4. Beneficial owner 112,306,728 Nil Nortrust Nominees Limited a/c WIX01 8,630,883 Nil State Street Nominees Limited LF Woodford Equity Income Fund Omnis Income & Growth Fund Total: 120,937,611 5

6 DocuSign Envelope ID: 388B6AA B45-9C53-475DF8E86C19 This document has been executed as a deed and is delivered and takes effect on the date first above written. EXECUTED as a deed by WOODFORD INVESTMENT MANAGEMENT LIMITED, acting as agent for and on behalf of its discretionary managed clients acting by, an authorised signatory in the presence of:... Witness s Signature Name: Address: Occupation:

7 DocuSign Envelope ID: 388B6AA B45-9C53-475DF8E86C19 Annex 1 Form of Announcement 7

8 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION For Immediate Release 24 April 2018 RECOMMENDED CASH ACQUISITION of CITYFIBRE INFRASTRUCTURE HOLDINGS PLC by CONNECT INFRASTRUCTURE BIDCO LIMITED (a newly formed company indirectly jointly-owned by a consortium formed by Antin and West Street Infrastructure Partners) to be effected by means of a scheme of arrangement under Part 26 of the UK Companies Act 2006 Summary The boards of CityFibre Infrastructure Holdings plc ( CityFibre ) and Connect Infrastructure Bidco Limited ( Bidco ) are pleased to announce that they have agreed the terms of a recommended cash acquisition of CityFibre by Bidco, a newly-incorporated company indirectly jointly-owned by a consortium consisting of: o o Antin Infrastructure Partners UK Limited (acting as authorised manager of Antin Infrastructure Partners III L.P.) and Antin Infrastructure Partners S.A.S. (acting as management company of Antin Infrastructure Partners III FPCI) (together Antin ); and West Street Global Infrastructure Partners III, L.P., West Street International Infrastructure Partners III, L.P. and West Street European Infrastructure Partners III, L.P. (in each case acting by their general partner, Broad Street Infrastructure Advisors III, L.L.C.) and Broad Street Principal Investments UK Limited (together WSIP and together with Antin, the Consortium ), pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of CityFibre (the Acquisition ). Under the terms of the Acquisition, CityFibre Shareholders will be entitled to receive: 81 pence in cash for each CityFibre Share The Acquisition represents a premium of approximately: o 92.9 per cent. to the Closing Price of 42 pence per CityFibre Share on 23 April 2018 (being the last Business Day before the date of this Announcement); and o 47.3 per cent. to the Placing share price on 28 July 2017 of 55 pence per CityFibre Share. The Acquisition values the entire issued and to be issued ordinary share capital of CityFibre at approximately million on the basis of a fully diluted ordinary share capital of 663,912,902 CityFibre Shares.

9 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. In order to become Effective, the Scheme must be approved by a majority in number of the Scheme Shareholders present and voting (and entitled to vote) at the Scheme Court Meeting, either in person or by proxy, representing 75% in nominal value of the Scheme Shares held by those Scheme Shareholders. Further details of the Scheme and the Scheme Court Meeting are contained in the full text of this Announcement. Bidco reserves the right to elect, with the consent of the Takeover Panel, and subject to the terms of the Consortium Bid Agreement and the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the whole of the issued and to be issued ordinary share capital of CityFibre as an alternative to the Scheme. The CityFibre Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the CityFibre Directors, Rothschild has taken into account the commercial assessments of the CityFibre Directors. Rothschild is providing independent financial advice to the CityFibre Directors for the purposes of Rule 3 of the Code. Accordingly, the CityFibre Directors intend to recommend unanimously that CityFibre Shareholders vote, or procure the voting, to approve the Scheme at the Scheme Court Meeting and vote, or procure the voting, in favour of the Resolution to be proposed at the General Meeting or, if (with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, accept or procure the acceptance of, such Takeover Offer as all CityFibre Directors who hold CityFibre Shares (in a personal capacity or through members of their immediate family, related trusts or a nominee or nominees) have irrevocably undertaken to do, or procure to be done, in respect of their own beneficial holdings (and the beneficial holdings of members of their immediate families, related trusts or nominee(s)) of 3,796,954 CityFibre Shares, in aggregate, representing approximately 0.6 per cent. of the CityFibre Shares in issue on 23 April 2018 (being the last Business Day before the date of this Announcement). In addition to the irrevocable undertakings from the CityFibre Directors, Bidco has also received irrevocable undertakings from Invesco Asset Management Limited, Woodford Investment Management Limited, Pelham Capital Ltd and Jupiter Asset Management Limited to vote, or procure the voting, to approve the Scheme at the Scheme Court Meeting and vote, or procure the voting, in favour of the Resolution to be proposed at the General Meeting or, if (with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer in respect of a total of 362,940,667 CityFibre Shares representing approximately per cent. of the existing issued ordinary share capital of CityFibre on 23 April 2018 (being the last Business Day before the date of this Announcement). In addition to the irrevocable undertakings from CityFibre Directors and other shareholders, Bidco has received a letter of intent from Odey Asset Management LLP to vote, or procure the voting, to approve the Scheme at the Scheme Court Meeting and vote, or procure the voting, in favour of the Resolution to be proposed at the General Meeting in respect of a total of 62,340,000 CityFibre Shares representing approximately 9.85 per cent. of the existing issued ordinary share capital of CityFibre on 23 April 2018 (being the last Business Day before the date of this Announcement). Therefore, as at the date of this Announcement, Bidco has received irrevocable undertakings and a letter of intent to vote, or procure the voting, to approve the Scheme at the Scheme Court Meeting and vote, or procure the voting, in favour of the Resolution to be proposed at the General Meeting or, if (with the consent of the Panel) Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, to accept, or procure the acceptance of such Takeover Offer with respect to a total of 429,077,621 CityFibre Shares (representing approximately per cent. of the existing issued ordinary share capital of CityFibre on 23

10 April 2018 (being the last Business Day before the date of this Announcement). Full details of the irrevocable undertakings and the letter of intent are set out in Appendix 3 to this Announcement. Bidco is a newly incorporated company, formed on behalf of, and which is indirectly jointlyowned on a 50:50 basis by, Antin and WSIP, for the purpose of implementing the Acquisition. Antin Infrastructure Partners is a leading independent European private equity firm focused on infrastructure investments. The firm invests solely in infrastructure, with a primary focus on European infrastructure assets across the telecom, energy & environment, transport and social sectors. Antin Infrastructure Partners has raised 7.4 billion of capital since its inception, including co-investment by its institutional investors alongside the funds. West Street Infrastructure Partners is one of a series of funds managed by Goldman Sachs within its Merchant Banking Division to make direct investments in infrastructure and infrastructure-related assets and companies globally. Goldman Sachs is a leading global investment banking, securities and investment management firm headquartered in New York and with offices around the world, including London. With over $163 billion of capital raised since 1986 (as of 31 December 2017) Goldman Sachs Merchant Banking Division is one of the world s leading private investing platforms, with a mandate to manage Goldman Sachs private investment activities across dedicated corporate, real estate and infrastructure investment strategies. Since the inception of the infrastructure business in 2006, the Merchant Banking Division has raised more than $13 billion of capital dedicated to the infrastructure investment strategy, including co-investment by its institutional investors alongside the funds. The Acquisition is subject to the Conditions and certain further terms set out in Appendix 1 and to the full terms and conditions which will be set out in the Scheme Document. The Conditions include the receipt of anti-trust clearances from the relevant authorities in China (MOFCOM) and the European Union (or the lapsing of the relevant waiting periods), each such clearance being on terms that are reasonably satisfactory to Bidco, WSIP and Antin. Further details of the Scheme will be set out in the Scheme Document which is expected to be sent to CityFibre Shareholders (and, for information only, to persons with information rights and participants in the CityFibre Share Plans) on or around 11 May 2018 (and in any event within 28 days from the date of this Announcement unless Bidco and CityFibre otherwise agree, and the Takeover Panel consents, to a later date. Subject to the satisfaction of all relevant conditions, including the Conditions, and certain terms set out in Appendix 1 to this Announcement and to be set out in the Scheme Document, the Scheme will become Effective at the latest by 31 October 2018 (or such later date as Bidco and CityFibre may agree) (the Longstop Date ). An expected timetable of principal events will be included in the Scheme Document. Commenting on the Acquisition, Chris Stone, Chairman of CityFibre, said: CityFibre has established itself as a leading independent provider of wholesale fibre infrastructure in the UK and has been on a transformational journey since its IPO in Your board believes that this transaction represents compelling value for CityFibre s existing shareholders and is also a good solution for CityFibre's long-term funding. Under private ownership, CityFibre will be able to gain alternative and potentially easier access to the financing required for its announced FTTH deployment. This will strengthen the Company s ability to deliver on its vision to provide full fibre infrastructure to 20% of the UK market. Commenting on the Acquisition, Mark Crosbie, Managing Partner of Antin, said: I am delighted to announce Antin s intention to invest in CityFibre. We are very excited to support the company in its next phase of development as it becomes a leading alternative fibre-based communications provider in UK cities.

11 We have significant experience in investing and supporting infrastructure businesses in the telecom sector and we look forward to working with CityFibre's management team to realise the full potential of their vision. Commenting on the Acquisition, Philippe Camu, Global Head of WSIP, said: CityFibre is an exciting and innovative communications infrastructure company and we strongly support its vision to expand fibre-based broadband networks across the UK. CityFibre can play a significant role in developing the UK's digital economy and together with Antin we look forward to supporting the company in fulfilling that objective. CityFibre intends to announce its audited results for the year ended 31 December 2017 on Tuesday 24 April CityFibre will be hosting a meeting for analysts at 9:30 a.m. on 24 April 2018 at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London EC4N 6AF. For further information, please contact Vigo on cityfibre@vigocomms.com. Enquiries: Antin Sébastien Lecaudey WSIP Joseph Stein Greenhill (Financial adviser to the Consortium and Bidco) Pieter-Jan Bouten Michael Lord Maximilian Thiele Goldman Sachs International (Financial adviser to the Consortium and Bidco) Chris Emmerson Tel: Tel: Tel: Tel: CityFibre Infrastructure Holdings plc Tel: Greg Mesch, Chief Executive Officer Terry Hart, Chief Financial Officer Rothschild (Financial adviser to CityFibre) Anton Black Warner Mandel Mitul Manji finncap (Nominated adviser and joint broker to CityFibre) Stuart Andrews Simon Johnson Chris Raggett Liberum (Joint broker to CityFibre) Steve Pearce Richard Bootle Tel: Tel: Tel:

12 Vigo Communications Tel: (PR adviser to CityFibre) Jeremy Garcia Fiona Henson White & Case LLP is retained as legal adviser to Antin, WSIP and Bidco. CMS Cameron McKenna Nabarro Olswang LLP is retained as legal adviser to CityFibre. This summary should be read in conjunction with, and is subject to, the full text of this Announcement and the Appendices. The Acquisition will be subject to the Conditions and the further terms set out in Appendix 1 to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix 2 to this Announcement contains the sources and bases of certain information used in this summary and in this Announcement. Appendix 3 contains particulars of the irrevocable undertakings and the letter of intent. Appendix 4 to this Announcement contains definitions of certain terms used in this summary and this Announcement. Further information Greenhill & Co. International LLP ( Greenhill ) is authorised and regulated by the FCA in the United Kingdom. Greenhill is acting exclusively as financial adviser for the Consortium and Bidco and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Greenhill, or for providing advice in relation to the matters referred to in this Announcement. Neither Greenhill 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 Greenhill in connection with the matters referred to in this Announcement. Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the United Kingdom, is acting exclusively for the Consortium and Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Consortium and Bidco for providing the protections afforded to clients of Goldman Sachs International, or for providing advice in relation to the matters referred to in this Announcement. Neither Goldman Sachs International 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 Goldman Sachs International in connection with the matters referred to in this Announcement. 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

13 (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. 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 through the Scheme Document and the accompanying Forms of Proxy, which will 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 once they have been despatched. 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 Scheme 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 Scheme 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)

14 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 will relate 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 will be contained in the Scheme Document. Forward Looking Statements 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. Forwardlooking 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 forwardlooking 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 forwardlooking 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,

15 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. Right to switch to a Takeover Offer Bidco reserves the right to elect, with the consent of the Takeover Panel, and subject to the terms of the Consortium Bid Agreement and the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued ordinary share capital of CityFibre as an alternative to the Scheme. In such an event, the Takeover Offer will be implemented on the same terms or, if Bidco so decides, on such other terms being no less favourable (subject to appropriate amendments), so far as applicable, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 to this Announcement. Electronic communications Please be aware that addresses, electronic addresses and certain other information provided by CityFibre Shareholders, persons with information rights and other relevant persons in connection with the receipt of communications from CityFibre may be provided to Bidco and the Consortium during the Offer Period as required under Section 4 of Appendix 4 of the Code. 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 and 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 from within the United Kingdom or on 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.

16 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 the figures that precede them. Disclosure requirements of the Code Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any 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 10 th 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% 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, 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 including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0) Rule 2.9 requirement In accordance with Rule 2.9 of the Code, CityFibre confirms that, as at the date of this Announcement, it has 632,651,462 ordinary shares of one penny each in issue and admitted to trading on AIM. The ISIN of the CityFibre Shares is GB00BH581H10.

17 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION For Immediate Release 24 April 2018 RECOMMENDED CASH ACQUISITION of CITYFIBRE INFRASTRUCTURE HOLDINGS PLC by CONNECT INFRASTRUCTURE BIDCO LIMITED (a newly formed company indirectly jointly-owned by a consortium formed by Antin and West Street Infrastructure Partners) to be effected by means of a scheme of arrangement under Part 26 of the UK Companies Act Introduction The boards of CityFibre Infrastructure Holdings plc ( CityFibre ) and Connect Infrastructure Bidco Limited ( Bidco ) are pleased to announce that they have agreed the terms of a recommended cash acquisition of CityFibre by Bidco, a newly-incorporated company indirectly jointly-owned by a consortium consisting of Antin Infrastructure Partners UK Limited (acting as authorised manager of Antin Infrastructure Partners III L.P.) and Antin Infrastructure Partners S.A.S. (acting as management company of Antin Infrastructure Partners III FPCI) ( Antin ) and West Street Global Infrastructure Partners III, L.P., West Street International Infrastructure Partners III, L.P. and West Street European Infrastructure Partners III, L.P. (in each case acting by their general partner, Broad Street Infrastructure Advisors III, L.L.C.) and Broad Street Principal Investments UK Limited ( WSIP and together with Antin, the Consortium ) pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of CityFibre (the Acquisition ). 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. Bidco reserves the right to elect, with the consent of the Takeover Panel, and subject to the terms of the Consortium Bid Agreement and the Co-operation Agreement, to implement the Acquisition by way of a Takeover Offer for the whole of the issued and to be issued ordinary share capital of CityFibre as an alternative to the Scheme. 2. The Acquisition Under the terms of the Acquisition, which will be subject to the Conditions and certain further terms set out in Appendix 1 to this Announcement and to the full terms and conditions which will be set out in the Scheme Document, CityFibre Shareholders will be entitled to receive: 81 pence in cash for each CityFibre Share

18 The Acquisition represents a premium of approximately: o 92.9 per cent. to the Closing Price of 42 pence per CityFibre Share on 23 April 2018 (being the last Business Day before the date of this Announcement); and o 47.3 per cent. to the Placing share price on 28 July 2017 of 55 pence per CityFibre Share. The Acquisition values the entire issued and to be issued ordinary share capital of CityFibre at approximately million on the basis of a fully diluted ordinary share capital of 663,912,902 CityFibre Shares. If any dividend or other distribution (including any return of capital) is authorised, declared, made or paid by CityFibre in respect of CityFibre Shares on or after the date of this Announcement, Bidco reserves the right to reduce the amount of consideration payable in respect of such CityFibre Share by the amount of all or part of any such dividend or distribution. The Deferred Shares will not form part of, and will be unaffected by, the Acquisition and the Scheme. For further details, see paragraph 14 (Deferred Shares) below. 3. Background to and reasons for the Acquisition Bidco believes that CityFibre represents an attractive investment opportunity and that it can deliver meaningful growth and attain a strong market position with the appropriate funding and support. In particular, Bidco is attracted to CityFibre s holistic and synergistic approach to building Gigabit Cities by satisfying demand across a range of sectors via one shared full fibre infrastructure, including public sector and business connectivity, residential broadband connectivity and fibre to mobile towers and small cells. CityFibre has been an early mover in the provision of exclusively fibre optic connectivity in local access networks in the UK and has a targeted expansion plan to deploy full fibre infrastructure to further towns and cities. It has established a wholesale model supported by a large portfolio of business and public-sector channel partners consuming CityFibre s fibre connectivity. Expansion to the residential market is underpinned by a 20-year framework strategic partnership with Vodafone to provide full fibre connectivity to one million homes across 12 existing towns and cities, which is expected to be largely complete by the end of The agreement further provides for the potential for expansion to five million homes across approximately 50 towns and cities by CityFibre s dense full fibre infrastructure strategy positions it well to be a supplier to mobile towers and small cells where it is present. Bidco believes that CityFibre will be ideally placed to consolidate its position as the leading alternative digital infrastructure provider in the UK. This vision will require significant capital, which may be more easily sourced by a private company. Bidco believes that with the support of two committed, specialist infrastructure investors, CityFibre will gain strong and experienced partners with a long-term focus. 4. Recommendation The CityFibre Directors, who have been so advised by Rothschild as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to the CityFibre Directors, Rothschild has taken into account the commercial assessments of the CityFibre Directors. Rothschild is providing independent financial advice to the CityFibre Board for the purposes of Rule 3 of the Code.