CityFibre Infrastructure : Posting of the Scheme Document

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

10 MAY 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)

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

Posting of the Scheme Document

On 24 April 2018, the boards 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 will 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').

Posting of the Scheme Document

CityFibre and Bidco are pleased to announce that CityFibre is today posting, or otherwise making available, to CityFibre Shareholders a circular in relation to the Scheme (the 'Scheme Document'), together with Forms of Proxy for the Court Meeting and the General Meeting. The Scheme Document sets out, among other things, a letter from the Chairman of CityFibre, the full terms and conditions of the Scheme, an explanatory statement, notices of the Court Meeting and the General Meeting, an expected timetable of principal events and details of the action to be taken by CityFibre Shareholders.

CityFibre and Bidco will also be sending details of the proposals being made to participants in the CityFibre Share Plans to such participants.

Capitalised terms in this announcement (the 'Announcement'), unless otherwise defined, have the meaning given to them in the Scheme Document.

Action Required

As described in the Scheme Document, the Scheme will require the approval of the Scheme Shareholders at the Court Meeting and the passing of a special resolution by the CityFibre Shareholders at the General Meeting, and then the sanction of the Court.

The Court Meeting and the General Meeting to approve the Scheme (and the steps contemplated by the Scheme) are scheduled to be held at 10.00 a.m. and 10.15 a.m. (or as soon thereafter as the Scheme Court Meeting has concluded or been adjourned), respectively, on 4 June 2018 at the offices of CMS Cameron McKenna Nabarro Olswang LLP at Cannon Place, 78 Cannon Street, London, EC4N 6AF.

The CityFibre Board, which has 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 Board, Rothschild has taken into account the commercial assessments of the CityFibre Board. Rothschild is providing independent financial advice to the CityFibre Board for the purposes of Rule 3 of the Code.

The CityFibre Board unanimously recommends that all Scheme Shareholders vote, or procure the voting, in favour of the Scheme at the Court Meeting and all CityFibre Shareholders (to the extent eligible) vote, or procure the voting, in favour of the Special Resolution to be proposed at the General Meeting, as all members of the CityFibre Board who hold interests in 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 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, representing, in aggregate, approximately 0.60 per cent. of the issued share capital of CityFibre at 9 May 2018 (being the last practicable date before publication of this Announcement).

It is important that, for the Court Meeting in particular, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of opinion of the CityFibre Shareholders. CityFibre Shareholders are therefore strongly encouraged to sign and return the Forms of Proxy or deliver their voting instructions by one of the other methods set out in the Scheme Document as soon as possible.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also set out in the Appendix to this Announcement. Subject to the approval of the CityFibre Shareholders at the Court Meeting and the General Meeting, the satisfaction or waiver of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court, the Scheme is expected to become effective in the third quarter of 2018.

Information for CityFibre Shareholders

The Scheme Document will be made available on CityFibre's website (www.cityfibre.com) up to and including the end of the Offer Period. The contents of such website are not incorporated into, and do not form part of, this announcement.

For information purposes only, the Scheme Document will also be sent, or made available, to persons with information rights and holders of options and awards granted under the CityFibre Share Plans.

Copies of the Scheme Document will be submitted to the National Storage Mechanism later today, and will be available for inspection at www.morningstar.co.uk/uk/NSM/.

If you have any questions relating to this Announcement, the Scheme Document, the Meetings or the completion and return of the Forms of Proxy, please call the Registrar on 0370 707 1168 from within the UK or +44 370 707 1168 if calling from outside the UK. Lines are open between 8.30 a.m. and 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Scheme nor give any financial, legal or tax advice.

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.

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.

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.

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 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% 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 www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the Offer Period commenced and when any offeror was first identified. If you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure, you should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129.

APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS

All times shown in this document are London times, unless otherwise stated.

The dates and times given are indicative only and are based on CityFibre's current expectations and may be subject to change. If any of the expected times and/or dates above change, the revised times and/or dates will be notified to CityFibre Shareholders by an announcement through a Regulatory Information Service.

Notes

[1]It is requested that blue Forms of Proxy for the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of a day that is not a Business Day). Blue Forms of Proxy not so lodged may be handed to the Chairman of the Court Meeting or a representative of the Registrar in attendance before the start of the Court Meeting. Please see the section entitled 'Action to be taken' in the Scheme Document.

2 White Forms of Proxy for the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of a day that is not a Business Day). White Forms of Proxy may NOT be handed to the Chairman of the General Meeting or a representative of the Registrar in attendance at the General Meeting. Please see the section entitled 'Action to be taken' in the Scheme Document.

3 If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.00 p.m. on the day which is two days (excluding any part of a day that is not a Business Day) before the date set for such adjourned Meeting.

4 Or as soon thereafter as the Court Meeting shall have concluded or been adjourned.

5 These dates and times are indicative only and will depend, among other things, upon the date upon which: (i) the Conditions set out in Part 4 (Conditions and further terms of the Acquisition and the Scheme) of the Scheme Document are satisfied or (if applicable) waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies. CityFibre will give notice of the date and time of the Court Hearing, once known, by issuing an announcement through a Regulatory Information Service. All CityFibre Shareholders have the right to attend the Court Hearing.

6 The latest date by which the Scheme must be implemented may be extended by agreement between CityFibre and Bidco with the prior consent of the Panel and (if required) the approval of the Court.