Ecofin Water & Power Opportunities : Scheme of Reconstruction - Publication of Circular

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 document is an announcement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus relating to Ecofin Global Utilities and Infrastructure Trust plc dated 6 July 2016, as supplemented by a supplementary prospectus dated 22 August 2016 (together the 'Ecofin Global Prospectus') and the prospectus relating to EF Realisation Company Limited dated 22 August 2016 (the 'EF Realisation Prospectus'). 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.

22 August 2016

ECOFIN WATER & POWER OPPORTUNITIES PLC

EWPO Scheme of Reconstruction - Publication of Circular

Further to the EWPO Scheme of Reconstruction Update announcement on 12 August 2016, the Board of Ecofin Water & Power Opportunities plc ('EWPO' or the 'Company') announces that the circular in connection with the EWPO Scheme containing notices of the General Meetings (the 'EWPO Scheme Circular') has today been published and will be posted to Shareholders along with the Ecofin Global Prospectus and the EF Realisation Prospectus.

The EWPO Scheme Circular will shortly be available on the EWPO website at [http://www.ecofin.co.uk/eco/en/products/ewpo/aboutewpo]and on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

General Meetings

The implementation of the EWPO Scheme will require Shareholders to vote in favour of the EWPO Scheme Resolutions at two General Meetings of the Company which have been convened for 10.00 a.m. on 13 September 2016 and 10.00 a.m. on 21 September 2016. The notices convening the General Meetings and the special resolutions to be put to each General Meeting are set out at the end of the EWPO Scheme Circular. The General Meetings will be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ.

All Shareholders are entitled to attend and vote at the First General Meeting and the Second General Meeting. The EWPO Scheme Resolutions to be proposed at the First General Meeting and the Second General Meeting respectively will be proposed as special resolutions and, in order to be passed, will require the approval of 75 per cent. or more of the votes cast at the General Meeting at which they are proposed, whether in person or by proxy.

If the EWPO Scheme Resolutions are not approved by the Shareholders at the First General Meeting, the EWPO Scheme will be abandoned. In this event, the Directors will consider the most appropriate course of action for the Company at that time.

Publication of the EF Realisation Prospectus

EF Realisation has today published the EF Realisation Prospectus in connection with the issue of EF Realisation Shares pursuant to the Reconstruction Proposals.

The EF Realisation Prospectus will shortly be available on the EWPO website at [www.ecofin.co.uk/eco/en/products/ewpo/investor/efrealisation] and on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

Publication of Ecofin Global Supplementary Prospectus

Ecofin Global has today published a supplementary prospectus (the 'Ecofin Global Supplementary Prospectus') in connection with issue of Ecofin Global Shares pursuant to the Reconstruction Proposals. The Ecofin Global Supplementary Prospectus has been published to reflect the increase in the Cash Exit being offered by EWPO and the extensions to the timetable relating to the EWPO Scheme.

The Ecofin Global Supplementary Prospectus will today be posted to Shareholders and those ZDP Shareholders that have elected to receive Ecofin Global Shares in respect of some or all of their holdings of ZDP Shares.

The Ecofin Global Supplementary Prospectus is supplemental to and must be read in conjunction with the prospectus relating to Ecofin Global which was published on 6 July 2016. In accordance with section 87Q(4) of the Financial Services and Markets Act 2000 ('FSMA'), where a supplementary prospectus has been published and, prior to the publication, a person agreed to buy or subscribe for transferable securities to which it relates, he/she may withdraw his/her acceptance before the end of 9 September 2016. Full details of withdrawal rights and how to exercise them are detailed in the Ecofin Global Supplementary Prospectus.

The Ecofin Global Supplementary Prospectus will shortly be available on www.ecofin.co.uk/eco/en/products/ewpo/investor/ecofinglobal and on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM.

Expected timetable

* For the avoidance of doubt the Company's Register will remain open until the EWPO Scheme Effective Date.

** Reclassified Shares are a technical requirement of the EWPO Scheme and will be created if the resolutions to be proposed at the First General Meeting are passed and become effective.

Each of the times and dates in the expected timetable may (where permitted by law) be extended or brought forward without further notice. If any of the above times and/or dates change, the revised time(s) and/or date(s) will be notified to Shareholders by an announcement through a Regulatory Information Service. All references to times in this document are to London time.

This announcement does not contain all the information which is contained in the EWPO Scheme Circular. Shareholders should read the EWPO Scheme Circular, the Ecofin Global Prospectus and the EF Realisation Prospectus to make informed elections under the Reconstruction Proposals.

Defined terms used in this announcement have the meanings given in the EWPO Scheme Circular unless the context otherwise requires or they are otherwise defined in this announcement.

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