Ecofin Water & Power Opportunities : EWPO Scheme of Reconstruction Update

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION.

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever.

12 August 2016

ECOFIN WATER & POWER OPPORTUNITIES PLC

EWPO Scheme of Reconstruction Update

Ecofin Water & Power Opportunities plc ('EWPO' or the 'Company') held its Continuation Vote on 24 June 2016, which was approved by Shareholders on the basis that the Board would implement the Reconstruction Proposals pursuant to which Shareholders would be:

(i) issued with shares in Ecofin Global Utilities and Infrastructure Trust plc ('Ecofin Global'), a newly incorporated investment trust that would invest in listed global utilities and infrastructure equities and which additionally may hold, to a limited extent, related fixed-income securities (adjusted for any Elections made and accepted for the Cash Exit);

(ii) issued with shares in EF Realisation Company Limited ('EF Realisation'), a newly incorporated Guernsey closed-ended investment company that would hold the illiquid assets currently owned by Company; and

(iii) offered a cash exit for up to 35 per cent. of the Company's net assets less the costs of the Reconstruction Proposals (the 'Cash Exit').

The Company also indicated it would offer ZDP Shareholders the option to roll over their investment into new shares in Ecofin Global.

At the time of the Continuation Vote, the level of Cash Exit was based on the Company's net asset value and was designed to reflect an appropriate balance between providing an exit for those Shareholders seeking to realise their holdings and maintaining sufficient scale within Ecofin Global post the implementation of the EWPO Scheme.

Since the Continuation Vote Circular was published, the Board notes that the Company's net assets have increased and a number of ZDP Shareholders have elected to roll over their holdings into Ecofin Global.

Taking all of these elements into account the Board has decided to increase the level of Cash Exit from 35 per cent. to 50 per cent. This will provide those Shareholders seeking a cash exit a greater opportunity to realise their holdings, while still retaining sufficient assets within Ecofin Global for it to remain relevant to investors.

The Company expects that the EWPO Scheme Circular will be sent to Shareholders on or around 22 August 2016.

Defined terms used in this announcement have the meanings given in the Continuation Vote Circular unless the context otherwise requires.

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