CityFibre Infrastructure : Recommended Cash Acquisition of CityFibre

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 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

o 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 £537.8 million on the basis of a fully diluted ordinary share capital of 663,912,902 CityFibre Shares.

· 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 57.37 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 67.82 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). 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 jointly-owned 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 2014. 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. 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 2018. 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 oncityfibre@vigocomms.com.

Enquiries:

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 inAppendix 1to this Announcement and to the full terms and conditions to be set out in the Scheme Document. Appendix 2to this Announcement contains the sources and bases of certain information used in this summary and in this Announcement. Appendix 3contains 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 (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) 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. 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.

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 theCo-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 www.cliftoninvestment.com and www.CityFibre.comby 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.

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 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.

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.

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

1. 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

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 £537.8 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 2021. The agreement further provides for the potential for expansion to five million homes across approximately 50 towns and cities by 2025. 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.

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).

5. Background to and reasons for the recommendation

Since its formation in 2011, CityFibre has become established as an independent provider of wholesale fibre infrastructure, providing full fibre connectivity services through designing, building, owning, and operating fibre optic network infrastructure. CityFibre is a wholesale operator of fibre networks in towns and cities in the UK, 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 on a transformational journey since its AIM IPO in 2014, including the acquisition of network assets from KCOM for £90 million and from Redcentric for £5 million in 2016, followed by the acquisition of wholesale service provider Entanet Holdings Limited for £29 million in 2017. In November 2017, CityFibre secured a major 20-year strategic partnership with Vodafone to roll-out full fibre connectivity to one million UK homes across 12 existing towns and cities, which is expected to be largely complete by the end of 2021. The agreement further provides for the potential for expansion to five million homes across approximately 50 towns and cities by 2025 that, when deployed, would position the company's infrastructure across approximately 20% of the current UK broadband market.

Whilst the CityFibre Directors believe CityFibre has a strong future as an independent listed company, they acknowledge the benefits of CityFibre being a private company, including creating the required environment and enabling it to obtain finance from private capital rather than via public markets, which is required to support the vision for full fibre infrastructure in the UK.

Having considered the opportunity, the CityFibre Board believes the Consortium's offer represents compelling value given the balance of future opportunities and risks facing the business. The offer allows CityFibre Shareholders to crystallise in cash the value of their holdings at a premium of 92.9% to the Closing Price of a CityFibre Share on 23 April 2018, being the last Business Day prior to this Announcement and a premium of 47.3% to the Placing share price on 28 July 2017 of 55 pence per CityFibre Share.

The CityFibre Board, together with its financial adviser Rothschild, has considered the offer price and deliverability of the Acquisition. Accordingly, the CityFibre Board intends to recommend unanimously the Acquisition to CityFibre Shareholders as set out in paragraph 4 above.

6. Irrevocable undertakings and the letter of intent

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 57.37 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 67.82 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). Full details of the irrevocable undertakings and the letter of intent are set out in Appendix 3 to this Announcement.

7. Information on the Consortium and Bidco

Antin

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 successfully raised in 2010 and fully invested a first fund of €1.1 billion as well as a second fund in 2014 of €2 billion, and a third fund of €3.6 billion (at the hard cap) in December 2016. Antin Infrastructure Partners' funds are backed by more than 100 institutional investors from Europe, North America, the Middle East, Asia and Australia, including pension funds, insurance companies, asset managers and sovereign wealth funds. Antin Infrastructure Partners has raised €7.4 billion of capital since its inception, including co-investment by its institutional investors alongside the funds.

Antin Infrastructure Partners has significant experience in acquiring and owning telecom infrastructure assets. Telecom is one of Antin Infrastructure Partners' core investment sectors and Antin Infrastructure Partners has reviewed and analysed a large number of opportunities in this space, including successful investments in fibre (Eurofiber in the Netherlands and Belgium), and tower operators (Axion in Spain and FPS Towers in France). Further, on 16 February 2018, Antin entered into a definitive agreement to acquire FirstLight Fiber in the United States of America; the transaction is expected to close in the second half of 2018. Antin Infrastructure Partners has an in-depth understanding of the relevant business models, key risks and growth drivers involved in owning telecom assets.

WSIP

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.

West Street Infrastructure Partners has substantial experience in communication infrastructure assets. Its partner infrastructure funds have invested in the US telecom sector in Unison and Vertical Bridge (telecom towers) and ExteNet (small cells and distributed network services). Affiliated funds managed by Goldman Sachs within its Merchant Banking Division have invested in several European communication infrastructure companies, including Kabel Deutschland, Cablecom and Get.

Bidco

Bidco is a newly incorporated England and Wales company, formed on behalf of, and which is indirectly jointly-owned on a 50:50 basis by, Antin and WSIP, for the purpose of implementing the Acquisition. Save as for costs incurred in connection with its incorporation and the Acquisition, Bidco has not, since its incorporation, traded prior to the date of this Announcement.

8. Information on CityFibre

CityFibre is a wholesale operator of fibre networks in towns and cities outside London. CityFibre provides fibre connectivity services through designing, building, owning, and operating open access shared fibre optic infrastructure that enables gigabit-capable connectivity for internet service providers, connectivity resellers, integrators and mobile network operators, who in-turn deliver digital connectivity solutions to their end customers spanning the public sector, business, mobile operator and residential markets.

CityFibre operates across the UK, and currently has full fibre optic metropolitan area networks in 42 towns and cities including: Aberdeen, Bristol, Coventry, Edinburgh, Glasgow, Leeds, Manchester, Milton Keynes, Peterborough, and York. Furthermore, the Company owns and operates a long distance fibre optic network that interconnects 22 of its current towns and cities.

CityFibre is a provider of 'full fibre' infrastructure, meaning there is no copper or co-axial cable used for the provision of data connectivity services in CityFibre's networks. This sets it apart from other infrastructure competitors who rely heavily on legacy copper and co-axial cables for connecting to premises on all but a small percentage of their networks.

CityFibre's network is constructed to provide high capacity fibre infrastructure that is able to serve four primary market verticals:

· Public sector - fibre connectivity to council buildings, schools, hospitals, CCTV;

· Business - fibre connections to enterprises and SMEs (often referred to as Fibre to the Premises - FTTP);

· Mobile operators - fibre connections to mobile base stations and small cells for 4G and future 5G mobile services (often referred to as Fibre to the Tower - FTTT); and

· Consumers - fibre connections to homes (often referred to as Fibre to the Home - FTTH).

2017 was a significant year for CityFibre, securing a major 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 2021. The agreement further provides for the potential for expansion to five million homes across approximately 50 towns and cities by 2025. Prior to this Announcement, Aberdeen, Milton Keynes and Peterborough had been announced as the first wave of cities pursuant to the Vodafone Agreement. CityFibre has today further announced the next of wave of cities under the Vodafone Agreement as: Coventry, Edinburgh, Huddersfield and Stirling.

In August 2017, CityFibre acquired Entanet, a wholesale only service which, for the 12 months ended 31 December 2016, supported the connectivity needs of approximately 1,500 channel partners in the business and residential markets. Entanet has become the primary route for CityFibre to sell its wholesale full fibre connectivity to the channel partners in the business vertical.

At the end of 2017 CityFibre secured two public sector contracts in Scotland: a 19-year framework agreement with Commsworld/CGI for full fibre connectivity to Glasgow City Council and an additional 15 year agreement with Capita for the expansion of the public services network in Aberdeen.

The ordinary shares of CityFibre have been listed on the AIM Market of the London Stock Exchange since 2014 under the symbol CITY.

For the financial year ended 31 December 2017, CityFibre generated revenue of £34.8 million, an operating loss of £7.7 million and loss before tax of £16.6 million.

9. Conditions

The Acquisition is conditional, amongst other things, upon receiving the requiredshareholder approvals and 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 information on the Conditions and further terms are set out in Appendix 1 to this Announcement. The full terms and conditions of the Acquisition will be set out in the Scheme Document.

10. Intentions with regard to CityFibre's business, employees and pension scheme(s)

Intentions in respect of CityFibre

Bidco believes that CityFibre, as a leading alternative provider of wholesale full-fibre network infrastructure in the UK, represents an attractive investment opportunity which can deliver meaningful growth and attain a strong market position with the appropriate funding and support.

Bidco is supportive of CityFibre's development, and intends to work with management to maximise its future potential by supporting the deployment of CityFibre's high capacity, full fibre infrastructure across key market verticals including corporate and public sector connectivity, Fibre to the Home (FTTH), and connectivity for mobile, small cells and macro sites, including Fibre to the Tower (FTTT).

Accordingly, Bidco believes that CityFibre's development would be better suited for private ownership, with finance from private capital rather than via public markets. Bidco will support the deployment by CityFibre of its infrastructure within both existing and new towns and cities. Private ownership would also free CityFibre from the requirement to meet the public equity market's shorter term reporting requirements, expectations, and the costs and constraints associated with being a listed company. Overall, Bidco will focus on growing the long-term strategic value of CityFibre's business.

Following completion of the Acquisition, Bidco will work with CityFibre's senior management to carry out a strategic review of CityFibre's operations and business lines, with the objective of establishing a long-term growth strategy for CityFibre's rollout of fibre infrastructure. The outcome of the strategic review may result in changes to the employee base, locations and operations of CityFibre, however Bidco has not yet developed any such proposals.

In addition, Bidco has no intention of changing CityFibre's research and development function, changing the location of CityFibre's headquarters and headquarters functions or redeploying CityFibre's fixed assets. Other than as described above, Bidco has no intention of effecting a material change to the strategic plans or operations of the business.

Intentions in respect of management and employees

Bidco attaches great importance to the skills, expertise and experience of the existing management and employees of CityFibre and believes that they will have greater opportunities arising out of the proposed Acquisition. However, once CityFibre ceases to be a listed company, it is anticipated that a small number of corporate and support functions, including PLC related functions, may require reduced headcount or redeployment to other functions. Bidco has not yet developed proposals as to how any such headcount reductions or redeployment, if any, would be implemented.

Bidco intends to enter into discussions with senior management of CityFibre in due course regarding their continuing involvement in the Company following completion of the Acquisition.

Bidco confirms that, following completion of the Acquisition, the existing contractual and statutory employment rights, including in relation to pensions, of all CityFibre employees will be fully safeguarded in accordance with applicable law.

Bidco does not intend to seek to terminate the continued employment (or make any material change in the terms of employment or in the balance of the skills and functions) of the employees and management of CityFibre or its subsidiaries. Bidco confirms that it does not have any intentions regarding CityFibre's business that would affect contributions into CityFibre's pension plan, the accrual of benefits for existing members, or the admission of new members, in accordance with applicable law. Bidco intends that CityFibre should continue implementing its strategy to expand its presence in areas where its operations are currently based as well as new locations which create long-term growth opportunities, though it is possible that some existing locations may not be retained. Bidco has not yet developed proposals as to how any such changes to existing locations to support the rollout would be made. Bidco expects that such plan may create opportunities for CityFibre's employees to move within the growing CityFibre network. Bidco does not otherwise have any strategic plans for CityFibre which will have any likely repercussions on employment or locations of the CityFibre Group's places of business.

The non-executive directors of CityFibre have confirmed that they intend to resign upon completion of the Acquisition. Each of such non-executive directors will receive any accrued director fees, payment for notice periods and expenses due under their respective letters of appointment.

Management incentivisation arrangements

Following the Scheme becoming Effective, Bidco intends to review the management, governance and incentive structure of CityFibre. Bidco has not entered into, and has not had discussions or made proposals to enter into, any form of incentivisation arrangements with members of CityFibre's management, but may put in place incentive arrangements for certain members of the CityFibre management team following completion of the Acquisition.

No statements in paragraph 3 or this paragraph 10 constitute 'post-offer undertakings' for the purposes of Rule 19.5 of the Code.

11. CityFibre Share Plans

The Acquisition will affect participants in the CityFibre Share Plans. In summary, Bidco and CityFibre have agreed that Bidco will make appropriate proposals to the holders of options and awards under the CityFibre Share Plans in accordance with Rule 15 of the Code. Further details of these arrangements will be communicated to participants of the CityFibre Share Plans in due course. Awards and options which vest and are exercised prior to the Scheme Record Time will be satisfied by the allotment, issue or transfer of CityFibre Shares prior to the Scheme Record Time and those CityFibre Shares will be subject to the Scheme.

12. Disclosure of interests in CityFibre

As at the close of business on 23 April 2018 (being the last Business Day before the date of this Announcement), save for the irrevocable undertakings and the letter of intent referred to in paragraph 6 above, and save as disclosed below, none of Antin, WSIP or Bidco nor any of their respective directors nor, so far as each of them or their respective directors are aware, any person acting in concert with each of Antin, WSIP or Bidco for the purposes of the Acquisition:

(a) had an interest in, or right to subscribe for, or had any arrangement in relation to, any CityFibre Shares or any relevant securities of CityFibre;

(b) had any short position in relation to any CityFibre Shares or any relevant securities of CityFibre, whether conditional or absolute and whether in the money or otherwise, including any short position under a derivative, any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any CityFibre Shares or any relevant securities of CityFibre;

(c) had procured an irrevocable commitment or a letter of intent to accept the terms of the Acquisition in respect of any CityFibre Shares or any relevant securities of CityFibre; or

(d) had borrowed or lent any CityFibre Shares or any relevant securities of CityFibre.

For these purposes, 'arrangement' includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to relevant securities of CityFibre which may be an inducement to deal or refrain from dealing in such securities.

Antin has confirmed that as at 23 April 2018 (being the last Business Day before the date of this Announcement), none of its concert parties has an interest in any CityFibre Shares or any relevant securities of CityFibre.

Save for the holding of 1,539,549 CityFibre Shares and short derivative interest in 1,539,549 CityFibre Shares held by Goldman Sachs International (as at the close of business on 20 April 2018, being the latest practicable date before the date of this Announcement), in view of the requirement for confidentiality, neither WSIP nor Bidco has made any enquiries in this respect of certain parties who may be deemed by the Takeover Panel to be acting in concert with either of them for the purposes of the Acquisition. Enquiries of such parties will be made as soon as practicable following the date of this Announcement and each of WSIP and Bidco confirms that further disclosures in accordance with Rule 8.1(a) and Note 2(a)(i) of Rule 8 of the Code will be made as soon as practicable, if required.

13. Financing of the Acquisition

The consideration payable to CityFibre Shareholders pursuant to the Acquisition will be financed by equity to be invested by Bidco. Bidco is a newly incorporated company, formed on behalf of, and which is indirectly jointly-owned on a 50:50 basis by, Antin and WSIP, for the purpose of implementing the Acquisition.

In accordance with Rule 2.7(d) of the City Code, Greenhill and Goldman Sachs International, financial advisersto the Consortium and Bidco, are satisfied that sufficient cash resources are available to Bidco to enable it to satisfy in full the cash consideration payable to CityFibre Shareholders in connection with the Acquisition.

Until the earlier of the Longstop Date and any repayment or refinancing of the Proventus Facility, the CityFibre Directors intend to retain not less than £70 million of CityFibre's existing cash resources, which may be used to pay the Existing Debt Repayment Amount, if required, following completion of the Acquisition and, accordingly, to ensure that it retains sufficient uncommitted cash reserves to enable it to do so.

14. Deferred Shares

CityFibre has in issue 5,653,865fully paid deferred shares ('Deferred Shares'). The Deferred Shares are not listed on any exchange and effectively have no rights, in particular they do not confer on their holders any right to any dividend or distribution nor the right to receive notice of, attend, speak or vote at general meetings of CityFibre. The Deferred Shares will not form part of, and will be unaffected by, the Acquisition and the Scheme.

In accordance with CityFibre's Articles, CityFibre shall procure the transfer the Deferred Shares to Bidco on the Scheme becoming Effective.

15. Offer-related Arrangements

Confidentiality Agreement

On 23 March 2018, 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), Broad Street Infrastructure Advisors III, L.L.C. (as general partner of 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.) and CityFibre entered into a confidentiality agreement (the 'Confidentiality Agreement'). The Confidentiality Agreement was amended and restated on 4 April 2018. Pursuant to the Confidentiality Agreement, the Consortium has undertaken to keep confidential information relating to CityFibre and not to disclose it to third parties. These confidentiality obligations will remain in force until the earlier of (i) a period of twenty four (24) months (or, in respect of certain designated information, 10 years) from the date of the Confidentiality Agreement or (ii) consummation of the Acquisition. The Confidentiality Agreement further includes customary non-solicitation and standstill obligations on the Consortium.

Consortium Bid Agreement

On 24 April 2018, Antin Holdco 2 (owned by Antin), WSIP Holdco 2 (owned by WSIP), CityFibre Infrastructure Topco Limited ('Topco') and Bidco entered into the Consortium Bid Agreement, pursuant to which, among other things, Antin Holdco 2 and WSIP Holdco 2 have agreed to make a direct investment, by way of subscription for an amount of shares in Topco such that each of them shall invest an amount equal to 50% of the total amount of cash funding required to be paid by Bidco to the Scheme Shareholders in connection with the Acquisition. The Consortium Bid Agreement provides for a steering committee to be responsible for certain decisions in relation to the Acquisition. It also includes customary standstill, exclusivity and other confirmations given by the parties in relation to the Acquisition. The Consortium Bid Agreement will terminate upon the earlier of: (i) the Scheme Shareholders being paid in full in connection with the Acquisition; and (ii) the Acquisition lapsing or being withdrawn, a condition to the Acquisition being invoked with the consent of the Panel, or a competing offer becoming unconditional.

Co-operation Agreement

On 24 April 2018, Bidco and CityFibre entered into a co-operation agreement (the 'Co-operation Agreement'), pursuant to which: (i) CityFibre has agreed to co-operate with Bidco to ensure the satisfaction of certain regulatory clearances, and Bidco has agreed, subject to the terms of the Co-operation Agreement, to use all reasonable efforts to obtain the regulatory clearances as soon asis reasonably practicable; (ii) the parties have agreed that Bidco may switch to a Takeover Offer and, if it does so and no other bidder has announced a firm intention to make an offer, to keep the offer open until at least seven days after the EUMR and MOFCOM clearances have been received (or the relevant waiting periods have elapsed) or, if earlier, the 60^th day after making the offer; (iii) Bidco has agreed to provide CityFibre with certain information for the purposes of the Scheme Document, and to otherwise assist CityFibre with the preparation of the Scheme Document; (iv) CityFibre and Bidco have agreed to take certain actions to implement certain proposals in relation to the CityFibre Share Plans.

The Co-operation Agreement will terminate: (i) if agreed in writing between CityFibre and Bidco; (ii) if CityFibre's Board does not recommend the Acquisition, or withdraws any such recommendation; (iii) upon notice by Bidco if any Condition is or becomes incapable of satisfaction by the Longstop Date; (iv) upon notice by Bidco if a competing proposal is recommended by CityFibre's Board or completes or is declared or becomes unconditional; (v) if the Scheme is withdrawn or lapses prior to the Longstop Date (other than where the Scheme has switched to a Takeover Offer or where Bidco subsequently announces that it will implement the Acquisition by a different offer or scheme on the same or improved terms); (vi) upon notice by CityFibre if Bidco elects to implement the Acquisition by a Takeover Offer without the prior written consent of CityFibre; or (vii) the Effective Date has not occurred by the Longstop Date.

16. Structure of the Acquisition

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

The Acquisition is subject to the Conditions and certain 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, and will only become Effective if, among other things, the following events occur on or before the Longstop Date or such later date as Bidco and CityFibre agree:

· a resolution to approve the Scheme is passed by a majority in number of Scheme Shareholders present and voting (and entitled to vote) at the Scheme Court Meeting, either in person or by proxy, representing 75% in value of the Scheme Shares held by those Scheme Shareholders;

· the Resolution is passed (by the requisite majority of CityFibre Shareholders required to pass such Resolution) at the General Meeting which is expected to be held immediately after the Scheme Court Meeting;

· following the Scheme Court Meeting and General Meeting, the Scheme is sanctioned by the Court (without modification, or with modification on terms agreed by Bidco and CityFibre); and

· a copy of the Scheme Court Order is delivered to the Registrar of Companies of England and Wales.

The Acquisition is subject to 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.

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

Any CityFibre Shares issued before the Scheme Record Time will be subject to the terms of the Scheme. The Resolution to be proposed at the General Meeting will, amongst other matters, provide that CityFibre's Articles be amended to incorporate provisions requiring any CityFibre Shares issued after the Scheme Record Time (other than to Bidco and/or its nominees) to be automatically transferred to Bidco on the same terms as the Acquisition (other than terms as to timings and formalities). The provisions of CityFibre's Articles (as amended) will avoid any person (other than Bidco and/or its nominees) holding shares in the capital of CityFibre after the Effective Date.

If the Scheme does not become Effective on or before the Longstop Date (or such later date as Bidco and CityFibre may, with the consent of the Panel, agree), it will lapse and the Acquisition will not proceed (unless the Panel otherwise consents).

The Scheme Document will include full details of the Scheme, together with notices of the Scheme Court Meeting and the General Meeting. The Scheme Document will also contain the expected timetable for the Acquisition, and will specify the necessary actions to be taken by CityFibre Shareholders. The Scheme Document together with the notice of the Scheme Court Meeting and the General Meeting and the Forms of Proxy will be despatched to CityFibreShareholders and, for information only, to persons with information rights and to holders of options and awards granted under the CityFibre Share Plans on or around 11 May 2018, unless Bidco and CityFibre otherwise agree, and the Takeover Panel consents to, a later date. Subject, among other things, to the satisfaction or waiver of the Conditions, it is expected that the Scheme will become Effective at the latest by 31 October 2018 (or such later date (if any) as Bidco and CityFibre may agree).

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 substantially the same terms (subject to appropriate amendments) or, if Bidco so decides, on such other terms being no less favourable, 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.

17. De-listing and re-registration

It is intended that an application will be made to the London Stock Exchange to cancel trading of the CityFibre Shares on AIM to take effect shortly after the Effective Date. The last day of dealings in CityFibre Shares on AIM is expected to be the date of the Scheme Court Hearing and no transfers will be registered after 6.00 p.m. (London time) on that date.

On the Effective Date, CityFibre will become a wholly-owned subsidiary of Bidco and share certificates in respect of the CityFibre Shares will cease to be valid and should be destroyed. In addition, entitlements to CityFibre Shares held within the CREST system will be cancelled on the Effective Date.

As soon as practicable after the Effective Date and after the CityFibre Shares are delisted, it is intended that CityFibre will be re-registered as a private limited company under the relevant provisions of the Companies Act.

18. Overseas Shareholders

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

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

19. General

The Acquisition 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. The Scheme Document, along with the notice of the Scheme Court Meeting and the General Meeting and the Forms of Proxy, is expected to be despatched to CityFibre Shareholders (and, for information only, to persons with information rights and to 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).

In deciding whether or not to vote or procure votes in favour of the Scheme at the Scheme Court Meeting and the Resolution to be proposed at the General Meeting, CityFibre Shareholders should rely on the information contained in, and follow the procedures described in, the Scheme Document.

Greenhill, Goldman Sachs International and Rothschild have each given and not withdrawn their consent to the publication of this Announcement with the inclusion herein of the references to their names in the form and context in which they appear.

Appendix 1 contains the Conditions and certain further terms of the Acquisition. Appendix 2 contains details of sources of information and bases of calculation contained in this Announcement. Appendix 3 contains certain details relating to the irrevocable undertakings referred to in this Announcement. Appendix 4 contains definitions of certain terms used in this Announcement.

20. Documents available on website

Copies of this Announcement and the following documents will, by no later than 12 noon on the Business Day following the date of this Announcement, be made available on the website at www.cliftoninvestment.com and www.CityFibre.com until the end of the Offer Period:

· the Confidentiality Agreement;

· the Consortium Bid Agreement;

· the Co-operation Agreement; and

· the irrevocable undertakings and the letter of intent referred to in paragraph 6 (Irrevocable undertakings and the letter of intent) above and described in Appendix 3 to this Announcement.

CityFibre intends to announce its audited results for the year ended 31 December 2017 on Tuesday 24 April 2018. 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 oncityfibre@vigocomms.com.

Enquiries:

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.

Further information

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.

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, 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, 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) 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, 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. 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.

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 theCo-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 www.cliftoninvestment.com and www.CityFibre.comby 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.

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 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.

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.

Appendix 1

Part 1: Conditions to the Scheme and the Acquisition

1. The Acquisition is conditional upon the Scheme becoming unconditional and Effective, subject to the provisions of the Code, on or before Longstop Date or such later date as Bidco and CityFibre may, with the consent of the Takeover Panel, agree and (if required) the Court may approve.

Scheme approval

2. The Scheme will be conditional on:

(a) (i) approval of the Scheme at the Scheme Court Meeting by a majority in number of the Scheme Shareholders on the register of members of CityFibre at the Voting Record Time, present and voting, whether in person or by proxy, representing 75% in value of the Scheme Shares held by those Scheme Shareholders (or the relevant class or classes thereof, if applicable); and (ii) such Scheme Court Meeting being held on or before the 22nd day after the expected date of the Scheme Court Meeting to be set out in the Scheme Document in due course or such later date (if any) as Bidco and CityFibre may agree and the Court may approve, subject to the Code and, if required, the consent of the Takeover Panel;

(b) (i) the Resolution set out in the notice of the General Meeting (and any other resolution required or necessary to implement the Scheme) being duly passed by the requisite majority (or majorities, if applicable) at the General Meeting; and (ii) the General Meeting being held on or before the 22nd day after the expected date of the General Meeting to be set out in the Scheme Document in due course or such later date (if any) as Bidco and CityFibre may agree and the Court may approve, subject to the Code and, if required, the consent of the Takeover Panel; and

(c) (i) the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and CityFibre); (ii) the Scheme Court Hearing being held on or before the 22nd day after the expected date of the Scheme Court Hearing to be set out in the Scheme Document in due course or such later date (if any) as Bidco and CityFibre may agree and the Court may approve; and (iii) the delivery of a copy of the Scheme Court Order to the Registrar of Companies of England and Wales.

3. In addition, Bidco and CityFibre have agreed that, subject as stated in Part 2 and to the requirements of the Takeover Panel, the Acquisition will be conditional upon the following Conditions and, accordingly, the necessary actions to make the Scheme Effective will not be taken unless the following Conditions have been satisfied (where capable of satisfaction) and continue to be satisfied pending the commencement of the Scheme Court Hearing or, where relevant, waived prior to the Scheme being sanctioned by the Court:

Antitrust and regulatory approvals and clearances

4. to the extent that the Acquisition or its implementation constitutes a concentration within the scope of Council Regulation (EC) No. 139/2004 (the 'EU Merger Regulation'), the European Commission deciding that it does not intend to initiate proceedings under Article 6(1)(c) of the EU Merger Regulation in respect of the Acquisition or to refer the Acquisition (or any aspect of the Acquisition) to a competent authority of an EEA member state under Article 9(1) of the EU Merger Regulation or otherwise deciding that the Acquisition is compatible with the internal market pursuant to Article 6(1)(b) of the EU Merger Regulation and the terms or conditions to which any such decision is or may be subject being acceptable to Bidco, WSIP and Antin in their sole discretion and/or to the extent that a referral is made to a competent authority of an EEA member state under Article 9(1) of the EU Merger Regulation such authority reaching a decision to the same effect;

5. a filing having been made with and accepted by the Ministry of Commerce of the People's Republic of China ('MOFCOM') pursuant to the Anti-Monopoly Law of the People's Republic of China and either MOFCOM having cleared the Acquisition on terms reasonably satisfactory to Bidco, WSIP and Antin or all applicable waiting periods under the Anti-Monopoly Law of the People's Republic of China in respect of the review of the Acquisition having expired;

6. excluding the Conditions set out under paragraphs 4 and 5 of Part 1 of this Appendix 1 above, no Third Party having decided or given notice of a decision to take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference (and in each case, not having withdrawn the same), or having required any action to be taken or otherwise having done anything, or having enacted or made any statute, regulation, decision, order or change to published practice (and in each case, not having withdrawn the same) and there not continuing to be outstanding any statute, regulation, decision or order which would or might reasonably be expected to (in any case to an extent or in a manner which is material in the context of the Acquisition, the Wider CityFibre Group, or the Wider Bidco Group, as the case may be):

(a) require, prevent or materially delay the divestiture or materially alter the terms envisaged for such divestiture by any member of the Wider Bidco Group or by any member of the Wider CityFibre Group of all or any material part of their respective businesses, assets, property or any shares or other securities (or the equivalent) in any member of the Wider CityFibre Group or any member of the Wider Bidco Group or impose any material limitation on the ability of all or any of them to conduct their respective businesses (or any part thereof) or to own, control or manage any of their respective assets or properties (or any part thereof);

(b) except pursuant to Chapter 3 of Part 28 of the Companies Act in the event that Bidco elects to implement the Acquisition by way of a Takeover Offer, require any member of the Wider Bidco Group or the Wider CityFibre Group to acquire or offer to acquire shares, other securities (or the equivalent) or interest in any member of the Wider CityFibre Group or any asset owned by any Third Party (other than in connection with the implementation of the Acquisition), in a manner which is material in the context of the Wider Bidco Group;

(c) impose any material limitation on, or result in a material delay in, the ability of any member of the Wider Bidco Group, directly or indirectly, to acquire, hold or exercise effectively all or any rights of ownership in respect of shares or other securities in CityFibre or on the ability of any member of the Wider CityFibre Group or any member of the Wider Bidco Group, directly or indirectly, to hold or exercise effectively all or any rights of ownership in respect of shares or any other securities (or the equivalent) in, or to exercise voting or management control over, any other member of the Wider CityFibre Group or any member of the Wider Bidco Group;

(d) result in any member of the Wider CityFibre Group, or Wider Bidco Group ceasing to be able to carry on business under any names under which it currently carries on business;

(e) make the Acquisition, its implementation or the acquisition of any shares or other securities in, or control or management of, CityFibre by any member of the Wider Bidco Group void, unenforceable and/or illegal under the laws of any relevant jurisdiction, or otherwise, directly or indirectly materially prevent or prohibit, restrict, restrain or delay or otherwise to a material extent interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge, impede, interfere or require amendment to the terms of the Acquisition or the acquisition of any shares or other securities in, or control or management of, CityFibre by any member of the Wider Bidco Group;

(f) impose any material limitation on, or result in delay in, the ability of any member of the Wider Bidco Group or any member of the Wider CityFibre Group to conduct, integrate or coordinate all or any part of its business with all or any part of the business of any other member of the Wider Bidco Group and/or the Wider CityFibre Group;

(g) require any member of the Wider Bidco Group or any member of the Wider CityFibre Group to relinquish, terminate or amend in any way any material contract to which any member of the Wider Bidco Group or any member of the Wider CityFibre Group is a party; or

(h) otherwise materially adversely affect all or any of the business, assets, liabilities, profits, financial or trading position or prospects of any member of the Wider CityFibre Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any Third Party could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any relevant jurisdiction in respect of the Acquisition or the acquisition of any CityFibre Shares or otherwise intervene having expired, lapsed or been terminated;

Other regulatory approvals

7. each Third Party, which regulates any member of the Wider CityFibre Group and whose prior approval, consent or non-objection to any change in control, or acquisition of (or increase in) control in respect of that or any other member of the Wider CityFibre Group is required, or any Third Party, whose prior approval, consent or non-objection of the Acquisition is otherwise required, or whose permissions are required in order to complete the Acquisition, having given its approval, non-objection or legitimate deemed consent or consent in writing thereto and, as the case may be, having granted such permissions and in each case where the absence of the same would materially adversely affect the Wider CityFibre Group, taken as a whole and all such approvals, consents, non-objections or permissions are in full force and effect and there being no notice of any intention to revoke, suspend, restrict, modify or not to renew any of the same;

CityFibre Shareholder resolution

8. except with the consent or the agreement of Bidco, no resolution of CityFibre Shareholders in relation to any acquisition or disposal of assets or shares (or the equivalent thereof) in any undertaking or undertakings (or in relation to any merger, demerger, consolidation, reconstruction, amalgamation or scheme) being passed at a meeting of CityFibre Shareholders other than in relation to the Acquisition or the Scheme and, other than with the consent or the agreement of Bidco, no member of the Wider CityFibre Group having taken (or agreed or proposed to take) any action that requires, or would require, the consent of the Takeover Panel or the approval of CityFibre Shareholders in accordance with, or as contemplated by, Rule 21.1 of the Code;

Certain matters arising as a result of any arrangement, agreement etc.

9. except as Disclosed, there being no provision of any arrangement, agreement, lease, licence, franchise, permit or other instrument to which any member of the Wider CityFibre Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or subject which, as a consequence of the Acquisition or the proposed acquisition by any member of the Wider Bidco Group of any shares or other securities in CityFibre or because of a change in the control or management of any member of the Wider CityFibre Group or otherwise, would or might reasonably be expected to result in (in each case to an extent which is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition):

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

(b) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider CityFibre Group or any such mortgage, charge or security interest (whenever arising or having arisen) becoming enforceable otherwise than in the ordinary course of business;

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

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

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

(f) the creation of any liability (actual or contingent) by any member of the Wider CityFibre Group other than trade creditors or other liabilities incurred in the ordinary course of business;

(g) the interests or business of any member of the Wider CityFibre Group in or with any other person, firm, company or body, or any agreements or arrangements relating to any such interests or business, being terminated or adversely modified or affected; or

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

and no event having occurred which, under any provision of any such arrangement, agreement, licence, permit or other instrument, would, as a consequence of the Scheme or the Acquisition, result in any of the events or circumstances which are referred to in paragraphs (a) to (h) of this Condition 9, in any such case, to an extent which is material in the context of the Wider CityFibre Group taken as a whole;

Certain events occurring since 31 December 2016

10. exceptas Disclosed, no member of the Wider CityFibre Group having, since 31 December 2016:

(a) issuedor agreed to issue or authorised or announced its intention to authorise or propose the issue, of additional shares of any class, or securities or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities or transferred or sold or agreed to transfer or sell or authorised the transfer or sale of CityFibre Shares out of treasury (except, where relevant, as between CityFibre and wholly-owned subsidiaries of CityFibre or between the wholly-owned subsidiaries of CityFibre and except for the issue or transfer out of treasury of CityFibre Shares on the exercise of employee share options or vesting of employee share awards in the ordinary course under the CityFibre Share Plans);

(b) recommended, declared, paid or made, or proposed to, declare, pay or make any bonus, dividend or other distribution (whether payable in cash or otherwise) other than dividends (or other distributions whether payable in cash or otherwise) lawfully paid or made by any wholly-owned subsidiary of CityFibre to CityFibre or any of its wholly-owned subsidiaries;

(c) other than pursuant to the Acquisition and except for transactions between CityFibre and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of CityFibre and transactions in the ordinary course of business, implemented, effected, authorised or proposed or announced its intention to implement, effect, authorise or propose any merger, demerger, reconstruction, amalgamation, scheme, commitment or acquisition, disposal, transfer, mortgage, charge or creation of any security interest of or over any asset or shares in any undertaking, or any right, title or interest in any asset which is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(d) except for transactions between CityFibre and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of CityFibre and except for transactions in the ordinary course of business, disposed of, or transferred, mortgaged or created any security interest over any material asset or any right, title or interest in any material asset or authorised or announced any intention to do so;

(e) except for transactions between CityFibre and its wholly-owned subsidiaries or between the wholly-owned subsidiaries of CityFibre issued, authorised or announced an intention to authorise or propose, the issue of or made any change in or to the terms of any debentures or become subject to any contingent liability (other than as incurred in the ordinary course of business) or incurred or increased any indebtedness which is material in the context of the Wider CityFibre Group taken as a wholeor in the context of the Acquisition;

(f) entered into or varied or authorised or announced its intention to enter into or vary any material contract, arrangement, agreement, transaction or commitment (whether in respect of capital expenditure or otherwise) except in the ordinary course of business which is of a long term, unusual or onerous nature or magnitude or which is or which involves or could involve an obligation of an unusual or onerous nature or magnitude;

(g) entered into or varied the terms of, or made any offer (which remains open for acceptance) to enter into or vary the terms of any contract, service agreement, commitment or arrangement with any director or senior executive of any member of the Wider CityFibre Group, otherwise than in the ordinary course of business;

(h) proposed, agreed to provide or modified the terms of any CityFibre Share Plan, incentive scheme or other benefit relating to the employment or termination of employment of any employee of the Wider CityFibre Group which is material in the context of the Wider CityFibre Group taken as a whole, other than in the ordinary course of business;

(i) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or made any other change to any part of its share capital (except, in each case, where relevant, by a wholly-owned subsidiary of CityFibre);

(j) waived, compromised or settled any claim which is material in the context of the Wider CityFibre Group as a whole or in the context of the Acquisition;

(k) terminated or varied the terms of any agreement or arrangement between any member of the Wider CityFibre Group and any other person in a manner which would or might reasonably be expected to have a material adverse effect on the financial position of the Wider CityFibre Group taken as a whole;

(l) save as required in connection with the adoption of the amended articles of association of CityFibre in connection with the Acquisition, made any material alteration to its memorandum or articles of association;

(m) except in relation to changes made or agreed as a result of, or arising from changes to legislation, made or agreed or consented to any significant change to the following in a way that is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition:

(A) the terms of the trust deeds and rules constituting the pension scheme(s) established by any member of the Wider CityFibre Group for its directors, employees or their dependants;

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

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

(D) the basis upon which the liabilities (including pensions) of such pension schemes are funded, valued, made, agreed or consented to,

to an extent which is in any such case material in the context of the Wider CityFibre Group taken as a whole;

(n) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business which is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(o) (other than in respect of a member of the Wider CityFibre Group which is dormant and was solvent at the relevant time) taken any steps, corporate action or had any legal proceedings instituted or threatened in writing against it in relation to the suspension of payments, a moratorium of any indebtedness, its winding-up (voluntary or otherwise), dissolution, reorganisation or for the appointment of a receiver, administrator, manager, administrative receiver, trustee or similar officer of all or any material part of its assets or revenues or any analogous or equivalent steps or proceedings in any jurisdiction or appointed any analogous person in any jurisdiction or had any such person appointed, which is in any such case material in the context of the Wider CityFibre Group taken as a wholeor in the context of the Acquisition;

(p) (except for transactions between CityFibre and its wholly-owned subsidiaries or between CityFibre's wholly-owned subsidiaries) made, authorised or announced any change in its loan capital;

(q) entered into, implemented or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of business or corporate entities, which in any such case is material in the context of the Wider CityFibre Group as a whole or in the context of the Acquisition; or

(r) entered into any agreement, arrangement, commitment or contract or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced an intention to, or to propose to, effect any of the transactions, matters or events referred to in this Condition 10;

No adverse change, litigation or regulatory enquiry

11. except as Disclosed, since 31 December 2016 there having been:

(a) no adverse change and no circumstance having arisen which would reasonably be expected to result in any adverse change in, the business, assets, financial or trading position or profits, operational performance or prospects of any member of the Wider CityFibre Group which in any such case is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(b) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider CityFibre Group is or may become a party (whether as a claimant, defendant or otherwise) having been threatened in writing, announced or instituted by or against or remaining outstanding against or in respect of, any member of the Wider CityFibre Group, in each case which would reasonably be expected to have a material adverse effect on the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(c) no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider CityFibre Group (or any person in respect of which any such member has or may have responsibility or liability) having been threatened in writing, announced, implemented or instituted or remaining outstanding by, against or in respect of any member of the Wider CityFibre Group, in each case, which would reasonably be expected to have a material adverse effect on the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(d) no contingent or other liability having arisen or increased other than in the ordinary course of business which is reasonably likely to affect adversely the business, assets, financial or trading position or profits of any member of the Wider CityFibre Group to an extent which is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition; and

(e) no steps having been taken and no omissions having been made which are likely to result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider CityFibre Group which is necessary for the proper carrying on of its business and the withdrawal, cancellation, termination or modification of which would reasonably be expected to have a material adverse effect on the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

No discovery of certain matters

12. save as Disclosed, Bidco not having discovered that:

(a) any financial, business or other information concerning the Wider CityFibre Group announced publicly and delivered by or on behalf of CityFibre through a RIS prior to the date of this Announcement or disclosed to any member of the Wider Bidco Group by or on behalf of any member of the Wider CityFibre Group prior to the date of this Announcement is misleading, contains a misrepresentation of any fact, or omits to state a fact necessary to make that information not misleading, in any such case which is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(b) any member of the Wider CityFibre Groupis subject to any liability, contingent or otherwise, arising other than in the ordinary course of business and which is material in the context of the Wider CityFibre Grouptaken as a wholeor in the context of the Acquisition;

(c) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider CityFibre Groupin each case which is material in the context of the Wider CityFibre Grouptaken as a wholeor in the context of the Acquisition;

(d) no circumstance having arisen or event having occurred in relation to any intellectual property owned,used or licensed by the Wider CityFibre Group including: (A) any member of the Wider CityFibre Group losing its title to any intellectual property or any intellectual property owned by the Wider CityFibre Group being revoked, cancelled or declared invalid, (B) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider CityFibre Group being terminated or varied, or (C) any claim being filed suggesting that any member of the Wider CityFibre Group infringed the intellectual property rights of a third party or any member of the Wider CityFibre Group being found to have infringed the intellectual property rights of a third party, in each case which is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(e) any past or present member of the Wider CityFibre Group has not complied with any applicable legislation or regulations of any jurisdiction with regard to the use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health, or otherwise relating to environmental matters or the health and safety of any person, or that there has otherwise been any such use, treatment, handling, storage, transport, release, disposal, discharge, spillage, leak or emission (whether or not this constituted a noncompliance by any person with any legislation or regulations and wherever the same may have taken place) which, in any case, would be likely to give rise to any liability (whether actual or contingent) or cost on the part of any member of the Wider CityFibre Group which in any case is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

(f) there is, or is likely to be, any liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Wider CityFibre Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any relevant authority or third party or otherwise which in any case is material in the context of the Wider CityFibre Group taken as a whole or in the context of the Acquisition;

Anti-corruption, sanctions and criminal property

13. Except as Disclosed, Bidco not having discovered that:

(a) (A) any past or present member, director, officer or employee of the Wider CityFibreGroup is or has at any time during the course of such person's employment with any member of the Wider CityFibre Group engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other anti‑corruption legislation applicable to the Wider CityFibre Group or (B) any person that performs or has performed services for or on behalf of the Wider CityFibre Group is or has at any time during the course of such person's performance of services for any member of the Wider CityFibre Group engaged in any activity, practice or conduct in connection with the performance of such services which would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt Practices Act of 1977 or any other applicable anticorruption legislation; or

(b) any material asset of any member of the Wider CityFibre Group constitutes criminal property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); or

(c) any past or present member, director, officer or employee of the Wider CityFibre Group, or any person that performs or has performed services for or on behalf of any such company is or has, at any time during the course of such person's employment with, or performance of services for or on behalf of, any member of the Wider CityFibre Group, engaged in any business with, made any investments in, made any funds or assets available to or received any funds or assets from: (A) any government, entity or individual in respect of which US or European Union persons, or persons operating in those territories, are prohibited from engaging in activities or doing business, or from receiving or making available funds or economic resources, by US or European Union laws or regulations, including the economic sanctions administered by the United States Office of Foreign Assets Control, or HM Revenue & Customs; or (B) any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states; or

(d) a member of the Wider CityFibre Group has engaged in any transaction which would cause Bidco to be in breach of any law or regulation upon its Acquisition with CityFibre, including the economic sanctions of the United States Office of Foreign Assets Control, or HM Revenue & Customs, or any government, entity or individual targeted by any of the economic sanctions of the United Nations, the United States, the European Union or any of its member states.

Part 2: Certain further terms of the Acquisition

1. The Scheme will not become Effective unless the Conditions have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by Bidco to be or remain satisfied by no later than the Longstop Date (or such later date as Bidco and CityFibre may, with the consent of Takeover Panel, agree and (if required) the Court may allow).

2. To the extent permitted by law and subject to the requirements of the Takeover Panel, Bidco reserves the right to waive, in whole or in part, all or any of Conditions, except Condition 2 (Scheme approval) of Part 1 of this Appendix 1.

3. As required by Rule 12.1(b) of the Code, to the extent that the Acquisition would give rise to a concentration with an EU dimension within the scope of the EU Merger Regulation, the Scheme shall lapse if (i) the European Commission initiates proceedings in respect of that concentration under Article 6(1)(c) of the EU Merger Regulation or (ii) following a referral from the European Commission to the competent authority in the United Kingdom under Article 9(1) of the EU Merger Regulation the Acquisition becomes subject to a 'Phase 2' investigation by the Competition and Markets Authority before the date of the Scheme Court Meeting.

4. Bidco reserves the right to elect to implement the Acquisition by way of a Takeover Offer, subject to the Takeover Panel's consent. In such event, such offer will (unless otherwise determined by Bidco and subject to the consent of the Takeover Panel) be implemented on the same terms and conditions, so far as applicable, as those which would apply to the Scheme subject to appropriate amendments to reflect the change in method of effecting the Acquisition including (without limitation and subject to the consent of the Takeover Panel) an acceptance condition set at 90% (or such lesser percentage, being more than 50%, as Bidco may decide) of the voting rights then exercisable at a general meeting of CityFibre, including, for this purpose, any such voting rights attaching to CityFibre Shares that are unconditionally allotted or issued, and to any Treasury Shares which are unconditionally transferred or sold by CityFibre, before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

5. Bidco reserves the right (with the consent of the Panel and subject to the terms of the Co-operation Agreement) for any other entity controlled by the Consortium from time to time to implement the Acquisition.

6. Under Rule 13.5(a) of the Code, Bidco may not invoke a Condition to the Acquisition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition. Condition 2 (Scheme approval) and Condition 4 (Antitrust and regulatory approval and clearances - EU Merger Regulation) of Part A of this Appendix 1 and, if applicable, any acceptance condition if the Acquisition is implemented by means of a Takeover Offer, are not subject to this provision of the Code.

7. If Bidco is required by the Panel to make an offer for CityFibre Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to the Conditions and certain further terms of the Acquisition as are necessary to comply with the provisions of that Rule.

8. In the event the Acquisition is implemented, the CityFibre Shares under offer will be acquired by Bidco with full title guarantee, fully paid and free from all liens, equitable interests, charges, encumbrances, rights of preemption and any other third party rights and interests whatsoever and together with all rights existing at the date of this Announcement or thereafter attaching thereto, including (without limitation) the right to receive and retain, in full, all dividends and other distributions (if any) declared, made or paid or any other return of capital (whether by way of reduction of share capital or share premium account or otherwise) made on or after the date of this Announcement in respect of the CityFibre Shares.

9. Subject to the terms of the Scheme, if, on or after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is announced, declared or paid in respect of the CityFibre Shares, Bidco reserves the right, to reduce the offer consideration for the CityFibre Shares by an amount up to the amount of such dividend and/or distribution and/or return of capital in which case: (a) any reference in this Announcement or in the Scheme Document to the offer consideration for the CityFibre Shares will be deemed to be a reference to the offer consideration as so reduced; and (b) the relevant eligible CityFibre Shareholders will be entitled to receive and retain such dividend and/or distribution and/or return of capital. To the extent that any such dividend and/or distribution and/or other return of capital announced, declared or paid is: (x) transferred pursuant to the Acquisition on a basis which entitles Bidco to receive the dividend or distribution or return of capital and to retain it; or (y) cancelled, the offer consideration will not be subject to change in accordance with this paragraph. Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and the consent of the Panel and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the Acquisition.

10. The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction. Any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Further information in relation to Overseas Shareholders will be contained in the Scheme Document.

11. Unless otherwise determined by Bidco or required by the Code and permitted by applicable law and regulations, the Acquisition is not being, and will not be, made, directly or indirectly, in, into or by the use of the mails of, or by any other means or instrumentality (including, but not limited to, facsimile, email or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of, any Restricted Jurisdiction.

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

13. This Announcement and any rights or liabilities arising hereunder, the Acquisition, the Scheme, and the Forms of Proxy will be governed by the laws of England and Wales and will be subject to the jurisdiction of the courts of England and Wales and the Conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document. The Scheme will be subject to the applicable requirements of the Code, the Takeover Panel, AIM and the FCA.

Appendix 2

Bases and Sources

Unless otherwise stated:

(a) the value of the issued ordinary share capital of CityFibre is based upon 632,651,462 CityFibre Shares in issue on 23 April 2018 (being the last Business Day prior to this Announcement), together with 23,521,313 CityFibre Shares falling to be issued upon the exercise of options and awards granted and outstanding on such date under the CityFibre Share Plans and the Warrants and 7,740,127 CityFibre Shares falling to be issued upon the exercise of options granted and awards which are anticipated to be granted under the CityFibre Share Plans following such date and before the Scheme Record Time;

(b) financial information relating to CityFibre has been extracted from the audited consolidated annual report and accounts of the CityFibre Group for the year ended 31 December 2017; and

(c) all prices quoted for CityFibre Shares are Closing Prices.

Appendix 3

Details of Irrevocable Undertakings and the Letter of Intent

Bidco and CityFibre have received irrevocable undertakings and a letter of intent to accept the Acquisition in respect of total of 429,077,621 CityFibre Shares (representing, in aggregate, approximately 67.82 per cent. of CityFibre Shares in issue on 23 April 2018 (being the last Business Day before the date of this Announcement)).

CityFibre Directors' irrevocable undertakings

Bidco has received irrevocable undertakings from the CityFibre Directors in respect of their own beneficial holdings of CityFibre Shares, representing approximately 0.6 per cent. of the existing issued share capital of CityFibre:

(a) to cast (or procure the casting of) all voting rights attaching to such CityFibre Shares in favour of the Scheme at the Scheme Court Meeting and in favour of the Resolution at the General Meeting; and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such Takeover Offer in respect of all such CityFibre Shares.

The irrevocable undertakings from the CityFibre Directors will only lapse and cease to be binding if: (i) the Scheme lapses or is withdrawn; or (ii) the Scheme has not become effective by 5:30 pm (London time) on or before the Longstop Date or such later time or date as the Bidder and CityFibre (with the consent of the Panel) agree.

CityFibre other shareholder irrevocable undertakings

Bidco has received irrevocable undertakings from Invesco Asset Management Limited, Woodford Investment Management Limited, Pelham Capital Ltd and Jupiter Asset Management Limited in respect of 362,940,667 CityFibre Shares, in respect of which it is able to exercise discretionary and voting control, representing approximately 57.37 per cent. of the existing issued ordinary share capital of CityFibre:

(a) to cast (or procure the casting of) all voting rights attaching to such CityFibre Shares in favour of the Scheme at the Scheme Court Meeting and in favour of the Resolution at the General Meeting; and

(b) if the Acquisition is structured as a Takeover Offer, to accept or procure the acceptance of such Takeover Offer in respect of all such CityFibre Shares.

Invesco

The irrevocable undertaking from Invesco will lapse and cease to be binding if: (i) the Scheme lapses or is withdrawn; (ii) the Scheme has not become effective by 5:30 pm (London time) on or before the Longstop Date or such later time or date as Bidco and CityFibre (with the consent of the Panel) agree; or (iii) an announcement is made in accordance with Rule 2.7 of the Code of a competing offer, whether made by way of an offer or a scheme of arrangement or any other transaction which constitutes a takeover offer for the purposes of the Code, for CityFibre and the consideration payable to CityFibre Shareholders per CityFibre Share under such competing offer is, in the opinion of Invesco, at least 10 per cent. higher than that payable pursuant to the Acquisition.

Woodford

The irrevocable undertaking from Woodford will lapse and cease to be binding if: (i) the Scheme lapses or is withdrawn; (ii) an announcement is made in accordance with Rule 2.7 of the Code of a competing offer for the entire issued and to be issued ordinary share capital of CityFibre (whether by means of a takeover offer or a scheme of arrangement), and such competing offer provides for consideration of more than a 10 per cent. premium to the price per share being offered at that time by Bidco 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 (iii) the Scheme has not become effective by 5:30 pm (London time) on or before the Longstop Date. Woodford is permitted to sell the relevant securities to the extent required by law, or to ensure compliance with rule 5.7.2 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).

Pelham

The irrevocable undertaking from Pelham will lapse and cease to be binding if: (i) the Scheme lapses or is withdrawn; (ii) a third party announces a firm intention pursuant to Rule 2.7 of the Code to acquire the entire issued and to be issued share capital of CityFibre (whether by means of a takeover offer or scheme of arrangement) and such proposal provides for a consideration of more than 10 per cent. premium to the price per share then being offered by Bidco; or (iii) the Scheme has not become effective by 5:30 pm (London time) on or before the Longstop Date or such later time or date as Bidco and CityFibre (with the consent of the Panel) agree.

Jupiter

The irrevocable undertaking from Jupiter will lapse and cease to be binding if: (i) Bidco announces, with the consent of the Panel, that it does not intend to make or proceed with the Acquisition; (ii) the Scheme Document or the Offer Document (as the case may be) has not been posted within 14 days of the Announcement being released (or within such longer period, being not more than 21 days, as Bidco and CityFibre, with the consent of the Panel, determine); (iii) in the event that the Acquisition is implemented by way of the Scheme, the Scheme lapses or is withdrawn in accordance with its terms or otherwise becomes incapable of ever becoming effective; (iv) in the case of a Takeover Offer, the Takeover Offer is withdrawn or lapses in accordance with its terms; (v) a third party announces a firm intention pursuant to Rule 2.7 of the Code to acquire the entire issued and to be issued ordinary share capital of CityFibre (whether by means of a takeover offer or by way of a scheme of arrangement), 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; (vi) the Scheme has not become effective by 5:30 pm (London time) on or before the Longstop Date or such later time or date as Bidco and CityFibre (with the consent of the Panel) agree; (vii) there is any material change to the terms of the Scheme or the Offer (as applicable); or (viii) Jupiter's discretionary investment mandate in respect of the relevant securities is revoked or terminated (provided that if Jupiter's discretionary investment mandate in respect of some only but not all of the relevant securities is revoked or terminated then Jupiter's obligations will terminate in respect of such relevant securities but will remain in force in respect of the remaining relevant securities for which its discretionary investment mandate remains in force).

Letter of intent

Appendix 4

Definitions

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

Unless otherwise stated, all times referred to in this Announcement are references to the time in London.

All references to legislation in this Announcement are to the legislation of England and Wales unless the contrary is indicated. Any reference to any provision of any legislation (including, for these purposes, the Code) shall include any amendment, modification, re-enactment or extension thereof.

Words importing the singular shall include the plural and vice versa.

A reference to 'includes' shall mean 'includes without limitation', and references to 'including' and any other similar term shall be interpreted accordingly.

For the purpose of this Announcement 'subsidiary', 'subsidiary undertaking' and 'undertaking' have the meanings given by the Companies Act.

References to '£', 'Sterling', 'GBP', 'p' and 'pence' are to the lawful currency of the United Kingdom, references to '$', 'dollar', 'US$', 'USD' are to the lawful currency of the United States of America, references to '€' or 'EURO' means the lawful currency of the member states of the European Union that have adopted the single currency in accordance with legislation of the European Union.

References to '%' are to per cent.