Ecofin Water & Power Opportunities : Allocation of Assets & Reclassification of Shares

19 September 2016

Ecofin Water & Power Opportunities plc

Allocation of Assets and Reclassification of Shares

Summary

The net asset value of Ecofin Water & Power Opportunities plc (the 'Company' or 'EWPO') was 158.02p per EWPO Share on the Calculation Date, comprising 135.5442p in respect of the liquid assets to form Ecofin Global Utilities & Infrastructure Trust plc ('Ecofin Global') and fund the Cash Exit, and 22.4758p in respect of the illiquid assets to form EF Realisation Company Limited ('EF Realisation').

A shareholder with 1,000 EWPO Shares who did not elect for the Cash Exit can expect to receive 1,000 Ecofin Global Shares plus 250 EF Realisation Shares. A shareholder with 1,000 EWPO Shares who elected for the Cash Exit for their entire holding can expect to receive £965.07 in cash, 288 Ecofin Global Shares plus 250 EF Realisation Shares.

Allocation of Assets

The net asset value of EWPO as at 6.00 p.m. on 13 September 2016, the Calculation Date, was approximately £331.7m (equivalent to 158.02p per EWPO Share), split between:

· liquid net assets attributable to Ecofin Global and the Cash Exit of approximately £284.5m; and

· illiquid net assets attributable to EF Realisation of approximately £47.2m.

The £284.5m of liquid net assets, equivalent to approximately 135.5442p per EWPO Share, will be allocated between the Cash Exit and Ecofin Global, subject to the level of elections for the Cash Exit and the Cash Fund Cap.

The Cash Fund Cap, the maximum size of the Cash Exit, is equal to 50 per cent. of the net assets of the Company as at the Calculation Date, resulting in a maximum of £165.8m of liquid net assets being allocated to the Cash Exit. The balance of £118.7m of liquid net assets will be attributed to Ecofin Global.

In summary, assuming the Cash Fund Cap is fully utilised under the Cash Exit, the net assets of the Company will be allocated as follows:

All Shareholders will receive their pro-rata share of the illiquid net assets of the Company through the issue of one new EF Realisation Share for every four existing EWPO Shares held.

Shareholders were offered the opportunity to elect for the Cash Exit, subject to the Cash Fund Cap of £165.8m, in lieu of receiving Ecofin Global Shares on a one-for-one basis. Therefore, the share capital of the Company will be split between:

· EWPO Shares that will be entitled to receive 135.5442p per EWPO Share in cash (subject to valuation changes) pursuant to the Cash Exit (to be reclassified as EWPO ordinary shares with 'A' Rights); and

· EWPO Shares that will be exchanged for Ecofin Global Shares (with a net asset value of 135.5442p per new Ecofin Global Share as at the Calculation Date) on a one-for-one basis (to be reclassified as EWPO ordinary shares with 'B' Rights),

with the maximum number of EWPO Shares being entitled to the Cash Exit being equal to 58.29 per cent. of the issued share capital of the Company, reflecting the Cash Fund Cap as a proportion of the liquid net assets.

Therefore, the Basic Entitlement under the Cash Exit is 58.29 per cent. of each Shareholder's holding in the Company and the total number of cash elections that will be satisfied pursuant to the Cash Exit is 122,353,075 EWPO Shares (which at 135.5442p per EWPO Share equals the Cash Fund Cap of £165.8m).

The Cash Exit was oversubscribed with the Company receiving elections totalling 161,966,442 EWPO Shares and therefore Excess Elections have been scaled back in accordance with the terms of the Scheme, with 31.17 per cent. of the Excess Elections being satisfied. Therefore, for any Shareholder that elected for cash for all of their EWPO Shares under the Cash Exit, approximately 71.29 per cent. of those EWPO Shares can be expected to be accepted under the Cash Exit.

Illustrative Effects

By way of illustration only, a Shareholder with 1,000 EWPO Shares would receive the following depending on the level of elections made for the Cash Exit:

No election for the Cash Exit:

· 1,000 Ecofin Global Shares valued at 135.5442p per Ecofin Global Share as at the Calculation Date; and

· 250 EF Realisation Shares valued at 89.9119p per EF Realisation Share as at the Calculation Date.

Election for the Cash Exit for the Basic Entitlement of 582 EWPO Shares:

· cash totalling £788.87 (i.e. 135.5442p for each of the 582 EWPO Shares elected and accepted under the Cash Exit);

· 418 Ecofin Global Shares valued at 135.5442p per Ecofin Global Share as at the Calculation Date; and

· 250 EF Realisation Shares valued at 89.9199p per EF Realisation Share as at the Calculation Date.

Election for the Cash Exit for the entire holding of 1,000 EWPO Shares:

· cash totalling £965.07 (i.e. 135.5442p for 712 EWPO Shares accepted under the Cash Exit);

· 288 Ecofin Global Shares valued at 135.5442p per Ecofin Global Share as at the Calculation Date; and

· 250 EF Realisation Shares valued at 89.9199p per EF Realisation Share as at the Calculation Date.

Shareholders should note that the valuation of the three asset pools on 26 September 2016, the EWPO Scheme Effective Date, and the final amount of cash to be returned to Shareholders (in the week commencing 3 October 2016), may be impacted by any valuation changes between the Calculation Date and the EWPO Scheme Effective Date, the costs associated with the realisation of any assets for cash, and any Shareholders that dissent from the Scheme. Therefore, Shareholders may receive more or less than 135.5442p per Share in cash pursuant to the Cash Exit.

Reclassified Shares

In accordance with the Scheme, EWPO Shares will be reclassified as follows:

· Ordinary Shares with 'A' rights, being those that have the right to receive cash and EF Realisation Shares: 122,353,075 EWPO Shares

· Ordinary Shares with 'B' rights, being those that have the right to receive Ecofin Global Shares and EF Realisation Shares: 87,542,204 EWPO Shares

The amendment to the listing of the EWPO Shares and commencement of dealings in the EWPO Reclassified Shares are expected to occur at 8:00 a.m. on Tuesday 20 September 2016 and the listing and dealings in the EWPO Reclassified Shares are expected to be suspended at 7:30 a.m. on Wednesday 21 September 2016, in advance of the Second General Meeting to be convened later that day.

Zero Dividend Preference Share Roll-over

A total of 3,652,235 Zero Dividend Preference Shares ('ZDP Shares'), with a redemption value of 160.7p per ZDP Share, elected to roll over into Ecofin Global. The issue price per new share in Ecofin Global will be 135.5442p per new Ecofin Global Share and therefore ZDP Shareholders can expect to receive 1.18559 new Ecofin Global Shares for every ZDP Share that they elected to roll over into Ecofin Global.

Therefore, in addition to the 87,542,204 Ecofin Global Shares to be issued pursuant to the Scheme, a total of 4,330,043 new Ecofin Global Shares will be issued to ZDP Shareholders, such that the issued share capital on admission will be 91,872,247 Ecofin Global Shares, with net assets of approximately £124.5m at the issue price of 135.5442p per Ecofin Global Share.

Defined terms used in this announcement have the meanings given in the circular published by the Company on 22 August 2016 unless otherwise defined herein.

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