HICL Infrastructure PLC

Prospectus • Feb 26, 2013

Prospectus 2013

Placing, Open Offer and Offer for Subscription of New Ordinary Shares

HICL Infrastructure Company Limited

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document you should consult a person authorised for the purposes of the Financial Services and Markets Act 2000 who specialises in advising on the acquisition of shares and other securities.

Prospective investors should read this entire document and, in particular, the matters set out under the heading "Risk Factors" on pages 17 to 29, when considering an investment in HICL Infrastructure Company Limited (the "Company").

Application will be made to the UK Listing Authority for all of the New Ordinary Shares to be admitted to the Official List by way of a premium listing, and for all such New Ordinary Shares to be admitted to trading on the Main Market for listed securities of the London Stock Exchange. It is expected that such admission will become effective, and that dealings in the New Ordinary Shares will commence, on 27 March 2013. Notwithstanding the target Issue size of 100 million New Ordinary Shares, this prospectus relates to the issue by the Company of up to 140 million New Ordinary Shares.

The New Ordinary Shares are not dealt in on any other recognised investment exchanges and no applications for the New Ordinary Shares to be traded on any such other exchanges have been made or are currently expected to be made.

The Company and its Directors, whose names appear on page 36 of this document, accept responsibility for the information contained herein. To the best of the knowledge of the Company and the Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

HICL INFRASTRUCTURE COMPANY LIMITED

(incorporated in Guernsey with registered no. 44185)

Placing, Open Offer and Offer for Subscription of up to 140 million New Ordinary Shares at an Issue Price of 119.5 pence per New Ordinary Share and Admission to the Official List and to trading on the Main Market of the London Stock Exchange

Information relating to the prior issue of 88,347,221 Ordinary Shares

Sponsor and Placing Agent

Canaccord Genuity Limited

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised by the Financial Services Authority is acting for the Company and no-one else in connection with the Issue and the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Canaccord Genuity or for affording advice in relation to the Issue and the contents of this document or any matters referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which Canaccord Genuity may have under the Financial Services and Markets Act 2000 (the "FSMA") or the regulatory regime established thereunder.

Apart from the responsibilities and liabilities, if any, which may be imposed on Canaccord Genuity by the FSMA (or the regulatory regime established thereunder), Canaccord Genuity accepts no responsibility whatsoever nor makes any representation or warranty, express or implied, for or in respect of the contents of this prospectus, including its accuracy, completeness or verification or regarding the legality of the Issue or for any other statement made or purported to be made by Canaccord Genuity or on Canaccord Genuity's behalf, in connection with the Company and/or the Issue and nothing in this prospectus is, or shall be relied upon as, a promise or representation in this respect, whether as to the past or the future. Canaccord Genuity accordingly disclaims to the fullest extent permitted by applicable law all and any responsibility and liability whether arising in tort, contract or otherwise which it might otherwise be found to have in respect of this prospectus or any such statement.

The New Ordinary Shares offered by this document have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States, or to or for the account or benefit of any US person within the meaning of Regulation S ("Regulation S") under the Securities Act, except that the New Ordinary Shares may be offered and sold: (a) in the United States to certain "qualified institutional buyers" ("QIBs") as defined in, and in reliance on, Rule 144A under the Securities Act ("Rule 144A") who are "qualified purchasers" ("QPs") as defined in Section 2(a)(51) of the United States Investment Company Act of 1940, as amended (the "Investment Company Act"); and (b) outside the United States only in "offshore transactions" to persons that are not US persons as defined in, and in reliance on, Regulation S. Shareholders and beneficial owners in the United States will not be able to participate in the Issue unless they meet the legal requirements needed to establish their eligibility to participate in the Issue to the satisfaction of the Company, including making appropriate representations to that effect. See "Important Information – Notice to US investors" on page 31 and Notices to Overseas Investors – For the attention of United States investors" on page 143.

This prospectus is dated 26 February 2013.

Contents

		Page
SUMMARY		3
RISK FACTORS		17
	IMPORTANT INFORMATION	30
	EXPECTED TIMETABLE	34
ISSUE STATISTICS		35
	DIRECTORS, AGENTS AND ADVISERS	36
PART I	THE PLACING, OPEN OFFER AND OFFER FOR SUBSCRIPTION	38
PART II	INFORMATION ON THE COMPANY	44
PART III	INVESTMENT BACKGROUND TO AND OUTLOOK FOR THE INFRASTRUCTURE MARKET	55
PART IV	THE CURRENT PORTFOLIO	62
PART V	MANAGEMENT AND ADMINISTRATION	89
PART VI	THE INFRASTRUCTURE INVESTMENT TEAM AND ITS TRACK RECORD	94
PART VII	ISSUE ARRANGEMENTS	97
PART VIII	TAXATION	103
PART IX	FINANCIAL INFORMATION ON THE COMPANY	111
PART X	ADDITIONAL INFORMATION	116
	NOTICES TO OVERSEAS INVESTORS	138
DEFINITIONS		144
	TERMS AND CONDITIONS OF THE OPEN OFFER	152
	TERMS AND CONDITIONS OF APPLICATION UNDER THE OFFER FOR SUBSCRIPTION	172
	NOTES ON HOW TO COMPLETE THE APPLICATION FORM	181
	INSTRUCTIONS FOR DELIVERY OF COMPLETED APPLICATION FORMS	184
	HICL INFRASTRUCTURE COMPANY LIMITED - APPLICATION FORM	185

Summary

Summaries are made up of disclosure requirements known as 'Elements'. These elements are numbered in Sections A-E (A.1-E.7).

This summary contains all the Elements required to be included in a summary for this type of security and issuer. Because some elements are not required to be addressed there may be gaps in the numbering sequence of the Elements.

Even though an Element may be required to be inserted into the summary because of the type of security and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'.

Section A - Introduction and warnings

A.1	Warning	This summary should be read as an introduction to this prospectus. Any decision to invest in the securities should be based on consideration of the full text of this prospectus by the investor. Where a claim relating to the information contained in this prospectus is brought before a court, the plaintiff investor might, under the national legislation of a member state of the European Union, have to bear the costs of translating this prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who are responsible for this summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this prospectus or it does not provide, when read together with the other parts of this prospectus, key information in order to aid investors when considering whether to invest in such securities.
A.2	Subsequent resale of securities or final placement of securities through financial intermediaries	Not applicable. The Company is not engaging any financial intermediaries for any resale of securities or final placement of securities after the publication of this prospectus.

Section B - Issuer

B.1	Legal and Commercial Name	HICL Infrastructure Company Limited.
B.2	Domicile/Legal Form/Legislation/ Country of Incorporation	The Company is a closed–ended investment company, incorporated with limited liability in Guernsey on 11 January 2006, and organised under the Companies (Guernsey) Law, 2008 (as amended).

B.5	Group Structure	The Company is the parent company of the Group, which comprises the Company, the Luxcos and the Partnership.
		The Company invests in equity and debt of HICL Infrastructure 1 Sàrl ("Luxco 1"), a société à responsabilité limitée established in Luxembourg and qualifying as a SOPARFI under Luxembourg legislation and regulation, which in turn invests in equity and debt of a similar entity, HICL Infrastructure 2 Sàrl ("Luxco 2"). Both Luxco 1 and Luxco 2 are wholly owned subsidiaries of the Company.
		Luxco 2 is the sole limited partner in the Partnership, an English limited partnership which has a special purpose vehicle as its general partner (the "General Partner"). The General Partner is a wholly owned indirect subsidiary of InfraRed Partners LLP.
		Luxco 2 invests the contributions it receives from Luxco 1 in capital contributions and partner loans to the Partnership, which acquires and holds the infrastructure investments directly or indirectly through intermediate wholly owned companies and/or other entities.
B.6	Notifiable interests	As at the date of this prospectus, the Directors and their connected persons hold the following Ordinary Shares in the Company:
		Graham Picken	100,443 Ordinary Shares
		Sarah Evans	249,471 Ordinary Shares
		John Hallam	97,736 Ordinary Shares
		Chris Russell	68,895 Ordinary Shares
		As at the date of this prospectus, the Directors intend to subscribe for, in aggregate, 60,000 New Ordinary Shares pursuant to the Issue.
		As at the close of business on 22 February 2013 (the latest practicable date prior to publication of this prospectus), the following registered holdings representing a direct or indirect interest of three per cent. or more of the Company's issued share capital were recorded on the Company's share register:
				Number of Ordinary
		Shareholder		Shares held	Percentage held
		Nortrust Nominees Limited		61,404,482	6.29%
		Chase Nominees Limited		54,827,024	5.62%
		Forest Nominees Limited		41,930,036	4.29%
		Ferlim Nominees Limited		40,098,853	4.11%
		Rathbone Nominees Limited		36,995,502	3.79%
		Giltspur Nominees Limited		33,483,146	3.43%

B.7	Historical financial information	The selected historical financial information set out below has been extracted directly on a straightforward basis from the audited accounts of the Company for the years ended 31 March 2010, 31 March 2011 and 31 March 2012 and the unaudited interim report for the six month period ending 30 September 2012:
			For the six months ended 30 September 2012 (unaudited)	For the year ended 31 March 2012 (unaudited)	For the year ended 31 March 2011 (unaudited)	For the year ended 31 March 2010 (unaudited)
		Results on an Investment Basis
		Profit before tax and gains on investments (revenue)(£m)	22.0	33.2	24.3	17.8
		Gains on investments (capital)(£m)	20.2	28.8	20.9	7.2
		Profit before tax (£m)	42.2	62.0	45.2	25.0
		Earnings per share (p)	4.9	9.8	8.9	6.5
		Total distributions per share in the relevant period (p)	3.425	6.85	6.7	6.55
			For the six months ended 30 September 2012 (unaudited)	For the year ended 31 March 2012 (audited)	For the year ended 31 March 2011 (audited)	For the year ended 31 March 2010 (audited)
		Results on a Consolidated IFRS Basis
		Profit before tax and gains on investments (revenue)(£m)	16.3	20.9	19.6	25.3
		Gains on investments (capital)(£m)	71.1	63.3	18.7	(17.6)
		Profit before tax (£m)	87.4	84.2	38.3	7.7
		Earnings per share (p)	8.9	13.1	9.0	1.6
		Total distributions per share in the relevant period (p)	3.425	6.85	6.7	6.55
		Save for seven new acquisitions, two incremental acquisitions and one disposal for a net consideration of £138.5 million, the issue of 88,347,221 Tap Shares, the payment of a 3.425 pence interim dividend on 31 December 2012 and the declaration of a second interim dividend of 3.575 pence per Ordinary Share on 21 February 2013, there has been no significant change in the trading or financial position of the Group since 30 September 2012, being the end of the last financial period for which interim financial information has been published.

B.8	Pro forma financial information	Assuming that £119.5 million is raised under the Issue the net assets of the Company will increase by £117.5 million and assuming that £167.3 million is raised under the Issue the net assets of the Company will increase by £164.75 million. In either case, if the Issue had been undertaken on the first day of the Company's last completed financial year, the Company's earnings in that financial year would have increased.
B.9	Profit forecast	Not applicable – there are no profit forecasts in this prospectus.
B.10	Qualification in the audit report	Not applicable – the audit reports on the historical financial information incorporated by reference into this prospectus are not qualified.
B.11	Insufficiency of Working capital	Not applicable – in the Company's opinion, the Group has sufficient working capital for its present requirements (that is, for at least the 12 months following the date of this prospectus).
	B.34 Investment policy	Investment Objective The Company seeks to provide investors with long-term distributions, at levels that are sustainable, and to preserve the capital value of its investment portfolio over the long term with potential for capital growth.
		The Company targets an annual distribution of at least 7 pence per Ordinary Share,1 with the prospect of increasing this figure provided it is sustainable with regard to the portfolio's forecast operational performance and the prevailing macro-economic outlook.
		The Company is targeting an IRR of 7 to 8 per cent.2 on the original issue price of its Ordinary Shares in March 2006, to be achieved over the long term via active management, including the acquisition by the Group of further investments to complement the Current Portfolio, and by the prudent use of gearing.
		Based on the Investment Adviser's analysis of the Current Portfolio, the Directors believe that an IRR of approximately 7 per cent.3 is an achievable long-term target in respect of a New Ordinary Share, by reference to the Issue Price of 119.5 pence.
		Investment Policy The Group's investment policy is to ensure a diversified portfolio which has a number of similarly sized investments and is not dominated by any single investment. The Group will seek to acquire further Infrastructure Equity investments with similar characteristics to the Current Portfolio.
		The Group will also seek to enhance returns for Shareholders by acquiring more diverse infrastructure investments. The Directors currently intend that the Group may invest in aggregate up to 35 per cent. of its total assets (at the time the relevant investment is made) in:
		 Project Companies which have not yet completed the construction phases of their concessions; and/or

³ This is a target only and is not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions whatsoever or that investors will recover all or any of their investments.

² This is a target only and is not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions whatsoever or that investors will recover all or any of their investments.

	 Project Companies with "demand" based concessions where the Investment Adviser considers that demand and stability of revenues are not yet established, and/or Project Companies which do not have public sector sponsored/awarded or government-backed concessions; and
	 to a lesser extent (but counting towards the same aggregate 35 per cent. limit) in limited partnerships and other funds that make infrastructure investments and/or financial instruments and securities issued by companies that make infrastructure investments, or whose activities are similar or comparable to infrastructure investments.
	Geographic focus The Directors believe that attractive opportunities for the Group to enhance returns for investors are likely to arise outside as well as within the UK (where the majority of the projects in the Current Portfolio are based). The Group may therefore make investments in the European Union, Norway, Switzerland, the Americas and selected territories in Asia and Australasia. The Group may also make investments in other markets should suitable opportunities arise. The Group will seek to mitigate country risk by concentrating on investment opportunities in jurisdictions where it considers that contract structures and enforceability are reliable and where (to the extent applicable) public sector obligations carry what the Investment Adviser believes to be a satisfactory credit rating and where financial markets are relatively mature.
	Single investment limit and diversity of Clients and suppliers For each new acquisition made, the Company will ensure that such investment acquired does not have an acquisition value (or, if it is a further stake in an existing investment, the combined value of both the existing stake and the further stake acquired is not) greater than 20 per cent. of the total gross assets of the Company immediately post acquisition. The total gross assets will be calculated based on the last published gross investment valuation of the portfolio plus acquisitions made since the date of such valuation at their cost of acquisition.
	The purpose of this limit is to ensure the portfolio has a number of investments and is not dominated by any single investment.
	In selecting new investments to acquire, the Investment Adviser will seek to ensure that the portfolio of investments has a range of public sector Clients and supply chain contractors, in order to avoid over-reliance on either a single Client or a single contractor.
B.35 Borrowing limits	Under the Articles, the Group's outstanding borrowings, including any financial guarantees to support outstanding investment obligations but excluding internal Group borrowings, or borrowing of the Group's underlying investments, are limited to 50 per cent. of the Adjusted Gross Asset Value of its investments and cash balances at any time.
	The Group may borrow in currencies other than GBP as part of its currency hedging strategy.

	B.36 Regulatory status	The Company is a closed-ended investment company registered with the Guernsey Financial Services Commission ("GFSC") under the Authorised Closed-Ended Investment Schemes Rules 2008.
		The Company is not (and is not required to be) regulated or authorised by the FSA but in common with other investment companies admitted to the Official List, is subject to the Listing Rules and is bound to comply with applicable law such as the relevant parts of FSMA.
B.37	Typical investor	Typical investors in the Company are expected to be institutional and sophisticated investors and private clients.
		An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Group, for whom an investment in New Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the amount invested) which might result from such investment.
B.38	Investment of 20 per cent. or more in single underlying asset or investment company	Not applicable.
B.39	Investment of 40 per cent. or more in single underlying asset or investment company	Not applicable.
	B.40 Service providers	Investment Adviser InfraRed Capital Partners Limited ("ICPL" or, in its capacity as the Company's investment adviser, the "Investment Adviser") is the Company's Investment Adviser under an Investment Advisory Agreement dated 31 March 2011 (which amends and restates the original investment advisory agreement between the Company and the Investment Adviser dated 7 February 2006). The services provided by ICPL as Investment Adviser include advising the Company in relation to the strategic management of the Holding Entities and the investment portfolio, advising the Company in relation to any significant acquisitions or investments and monitoring the Group's funding requirements. Under the Investment Advisory Agreement, ICPL is entitled to a fixed advisory fee of £100,000 per annum, which accrues daily and is payable half-yearly, together with all reasonable out-of-pocket expenses. ICPL also receives fees from the Partnership with respect to its acting as both
		investment adviser to the Company and as operator of the Partnership pursuant to an Operator Letter dated 27 June 2012.

The Investment Adviser, in its capacity as Operator, and the General Partner are together entitled to annual fees calculated on the following basis and in the following order: (i) 1.5 per cent. of the proportion of the Adjusted Gross Asset Value of the Group's investments that are in their construction or "ramp-up" phases; (ii) 1.1 per cent. of the proportion of the Adjusted Gross Asset Value of the Group's investments which are not in their construction or "ramp-up" phases and which, together with the investments under (i) above, have a value of up to £750 million in aggregate; (iii) 1.0 per cent. of the proportion of the Adjusted Gross Asset Value of the Group's investments which are not in their construction or "ramp-up" phases and which, together with the investments under (i) above, have a value of greater than £750 million but no more than £1.5 billion in aggregate; and (iv) 0.9 per cent. of the proportion of the Adjusted Gross Asset Value of the Group's investments not accounted for under (i), (ii) or (iii) above. These fees are calculated and payable six monthly in arrears, and are based on the Adjusted Gross Asset Value of the Group's assets at the beginning of the period concerned, adjusted on a time basis for acquisitions and disposals during the period.

The General Partner as part of its profit share is also entitled to receive an amount equal to 1.0 per cent. of the value of new portfolio investments made by the Group that are not sourced from entities, funds or holdings managed by ICPL or an affiliate of ICPL. This amount is payable on completion of the acquisition of the relevant investment and is calculated on the sum of: (i) consideration paid (excluding costs); and (ii) the amount of the outstanding investment obligations assumed in relation to the investment.

Administrator

The Company has appointed Dexion Capital (Guernsey) Limited (the "Administrator") to provide administrative, secretarial and cash management services to the Company pursuant to an Administration Agreement dated 15 December 2010. Such services include keeping the accounts of the Company, providing all information and assistance required by the Investment Adviser in relation to the Investment Adviser's preparation of the NAV of the Ordinary Shares, arranging for and administering the issue of shares in the Company, safekeeping of the Company's shares in Luxco 1 and providing all administrative services required by the Company.

The Administrator is paid an annual fee of 0.015 per cent. of NAV up to £100 million plus 0.01 per cent. of NAV over £100 million (subject to a total minimum of £10,000 per annum) and subject to additional charges, on a time spent basis, for special projects, accounting fees of £4,000 for interim accounts and £5,000 for final accounts and secretarial fees of £20,000 per annum for its services, or as otherwise agreed in writing between the Company and the Administrator from time to time. The Administrator is also entitled to receive all expenses properly incurred by it.

Registrar and Transfer Agent

Capita Registrars (Guernsey) Limited is the Registrar to the Company and Capita Registrars is the Company's UK transfer agent.

		Receiving Agent The Company's receiving agent is Capita Registrars Limited (the "Receiving Agent"), which was appointed pursuant to a receiving agent agreement dated 26 February 2013. The Receiving Agent is entitled to receive various fees for services provided, including a minimum aggregate advisory fee of £2,500, a minimum processing fee
		in relation to the Open Offer of £5,000 and a minimum aggregate processing fee in relation to the Offer for Subscription of £5,000, as well as reasonable out-of-pocket expenses.
B.41	Regulatory status of investment manager	ICPL has been appointed as the Investment Adviser and is a wholly owned subsidiary of InfraRed Partners LLP. The Investment Adviser was incorporated in England and Wales on 2 May 1997 (registered number 3364976) and is authorised and regulated in the United Kingdom by the FSA.
	B.42 Calculation of Net Asset Value	All investments owned by the Group are valued on a six-monthly basis as at 31 March and 30 September each year. The valuations will be reported to Shareholders in the Company's annual report and interim financial statements.
	B.43 Cross liability	Not applicable – the Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective investment undertaking.
B.44	No financial statements have been made up	Not applicable – the Company has commenced operations and historical financial information is included within this prospectus.
	B.45 Portfolio	The Current Portfolio consists of Infrastructure Equity in 79 Project Companies in the accommodation, education, health, transport, utilities, fire and law and order sectors. It includes accommodation projects for the UK Home Office, Health and Safety Executive and the Ministry of Defence, a number of hospitals, schools, and police projects, a Ministry of Defence helicopter training facility (all of which are based in the UK), two Canadian P3 road projects, two Irish PPP projects, and the DHSRL project. All projects in the Current Portfolio have completed their main construction phases.
	B.46 Net Asset Value	The unaudited NAV per Ordinary Share as at 31 December 2012, on an investment basis, was 115.8 pence (ex-dividend, and 117.6 pence including 1.8 pence of accrued dividend).

Section C - Securities

C.1	Type and class of securities being offered	Under the Issue, the Company may issue up to 140 million New Ordinary Shares of 0.01p each in the capital of the Company at an issue price of 119.5 pence per New Ordinary Share. The ISIN of the New Ordinary Shares is GB00B0T4LH64 and the SEDOL is B0T4LH6.
C.2	Currency of the securities issued	The currency of denomination of the Issue is GBP.

C.3	Number of shares issued	As at the date of this prospectus, the Company has 976,360,139 fully paid Ordinary Shares in issue. The Company has no partly paid Ordinary Shares in issue.
C.4	Description of the rights attaching to the securities	The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares currently in issue, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.
		For the avoidance of doubt, investors in the New Ordinary Shares will not be entitled to receive the second interim dividend of 3.575 pence per Ordinary Share for the financial year ending 31 March 2013 which was announced on 21 February 2013.
		The holders of New Ordinary Shares shall be entitled to receive notice of and attend and vote at any general meeting of the Company.
C.5	Restrictions on the free transferability of the	Ordinary Shares are freely transferable, subject to the restrictions contained in the Articles.
	securities	The Company can require holders of Ordinary Shares to transfer such Ordinary Shares to another person if they constitute Prohibited Shares.
C.6	Admission	Applications will be made to the UKLA for the New Ordinary Shares to be admitted to the Official List with a premium listing and to the London Stock Exchange for trading on the Main Market of the London Stock Exchange.
		It is expected that Admission will become effective and that dealings for normal settlement in the New Ordinary Shares will commence at 8.00 a.m. on 27 March 2013.
C.7	Dividend policy	To date, distributions on the Ordinary Shares have been paid twice a year in respect of the six months to 31 March and 30 September, and have been made by way of dividend. Subject to market conditions, this is expected to continue. The Company may also make distributions by way of capital distributions (or otherwise in accordance with the Law and the Articles) as well as, or in lieu of, by way of dividend if and to the extent that the Directors consider this appropriate.
		The Directors intend that the Company will generally restrict distributions (by way of dividend or otherwise) to the level of Distributable Cash Flows, and dividends to the level of income from the Group's investments, as recognised in the relevant financial year. The Directors may, where they consider this to be appropriate in respect of acquisitions where such assets are not fully cash generative, distribute as dividend an amount up to the level of the Group's gross income, i.e. in excess of Distributable Cash Flows.
		Project Companies which are operational usually make distributions to the Group twice a year, and occasionally these payments may be received shortly after a period end due to timing of payment process. The Directors intend to include such amounts in Distributable Cash Flows where it is clear these payments relate to the period concerned.
		The Company targets an annual distribution of at least 7 pence per Ordinary Share,4 with the prospect of increasing this figure provided it is sustainable with regard to the portfolio's forecast operational performance and the prevailing macro-economic outlook.

Section D - Risks

D.1, D.2	Key information on the key risks that are specific to the issuer or its industry	 The value of some investments in the Current Portfolio is significantly greater than others. If the returns generated by these investments were materially affected, the Company may be unable to meet its investment objectives.
		 Project Agreements may be subject to early termination, which may adversely affect the net asset value of the Project Company concerned and therefore the net asset value of the Company.
		 The Group and the Project Companies may be exposed to credit risk of the institutions, including banks, with which they do business. The Group and/or the Project Company's operational capabilities and/or capital position may be impaired if such institutions encounter financial difficulties.
		 There may be errors in the assumptions or methodology used in the financial models underpinning infrastructure projects, which may result in the returns generated by a Project Company being materially lower than forecast, which would adversely affect the performance of the Company.
		 Changes in government policy, taxation law and accounting standards and practice may affect the financial performance of the Project Companies. For example, the UK Government is seeking to make cost savings from existing PFI/PPP projects to ease the UK's significant debt burden, including where appropriate by negotiating cost savings. Such savings may impact on the revenue due to the Project Company and therefore the returns to the Group from such Project Company.
		 Subcontractors may fail to provide the services which they have agreed to provide and their liability to the Project Company is likely to be limited. Unless met by its insurer, any costs outside of such limits will be borne by the Project Company and may reduce the returns to the Group from such Project Company. Additionally, the Group may rely on a single subcontractor in respect of a number of Project Companies and the default or insolvency of such subcontractor will adversely affect a number of Project Companies.
		 A Client (whether public or private sector) may default on its obligations to a Project Company and such Project Company will not be able to make any further payments to the Group. It cannot be assumed that central government will in all cases assume liability for the obligations of quasi-government agencies in the absence of a specific guarantee, or that central governments will themselves never default on their obligations.
		 The covenants provided by a Project Company in connection with its senior debt are normally extensive and detailed. A breach of certain covenants may, for example, permit the lender to enforce its security and sell the Project Company to a third party at a cost that may not result in any payment to the Group.

		 While all investments in the Current Portfolio have been constructed and are operational, the Group may in future acquire investments in their construction phase, which will be subject to additional risks in connection with their construction.
		 A valuation is only an estimate of value and is not a precise measure of realisable value. Ultimate realisation of the market value of an asset depends to a great extent on economic and other conditions beyond the control of the Group, and valuations do not necessarily represent the price at which an investment can be sold.
		 The Group may invest in infrastructure assets in a wide range of jurisdictions and the laws and regulations of foreign countries may from time to time impose restrictions that would not exist in the United Kingdom, such as punitive taxation or exchange controls, which would adversely affect the returns available to Shareholders.
		 The EU Alternative Investment Fund Managers Directive (No. 2011/61/EU) ("AIFM Directive"), which is required to be transposed into the national legislation of each EU Member State in mid-2013, is yet to be finalised and the full impact of its implementation on the Company remains uncertain, although it is likely to increase the costs for the Company and may restrict its ability to raise capital.
D.3	Key information on the risks specific to the securities	 The value of an investment in the Company is subject to normal market fluctuations and there is no assurance that any appreciation in the value of the Ordinary Shares will occur or that the investment objectives of the Company will be achieved.
		 Although the Ordinary Shares are admitted to trading on the Main Market of the London Stock Exchange and will be freely transferable, the ability of Shareholders to sell their Ordinary Shares in the market, and the price which they may receive, will depend on market sentiment.
		 If Existing Shareholders do not subscribe under the Issue for such number of New Ordinary Shares as is equal to his or her proportionate ownership of Existing Ordinary Shares, his or her proportionate ownership and voting interests in the Company will be reduced and the percentage that his or her Ordinary Shares will represent of the total share capital of the Company will be reduced accordingly.

Section E - Offer

E.1	Net proceeds and costs of the Issue and of Tap Share issues	The Issue If the Issue meets its target size of £119.5 million, it is expected that the Company will receive approximately £117.5 million from the Issue, net of fees and expenses associated with the Issue, which are anticipated to amount to approximately £2.00 million.
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		If the Issue is increased to its maximum size of £167.3 million and is fully subscribed, it is expected that the Company will receive approximately £164.75 million from the Issue, net of fees and expenses associated with the Issue, which are anticipated to amount to approximately £2.55 million.
		Tap Share issues The total net proceeds of the issues of the Tap Shares were £104.2 million, net of the fees and expenses associated with the issues, which amounted to approximately £1.1 million.
E.2a	Reason for offer and use of proceeds	The Issue The Issue is being made in order to enlarge the Company, to enhance the secondary market liquidity of the Ordinary Shares and to raise funds for the purpose of achieving the investment objective of the Company, being to provide investors with long-term distributions, at levels that are sustainable, and to preserve the capital value of its investment portfolio over the long term with potential for capital growth, by using substantially all of the proceeds of the Issue (net of the fees and expenses associated with the Issue) (i) to meet the Group's net funding requirement (which as at the date of this prospectus stands at approximately £30 million (which figure includes an outstanding investment obligation on the Perth and Kinross Schools project totalling £12.7 million)); (ii) to pay the consideration payable for the Conditional Investments of approximately £27.5 million; and (iii) to pay the consideration payable for any Additional Investments.
		The Conditional Investments are the proposed acquisitions of a 29.2 per cent. equity and loan note interest in the Bradford Schools BSF (Phase I) project and a 50 per cent. equity and loan note interest in the University of Sheffield project. The Group has agreed in principle key commercial terms for these acquisitions.
		Completion of each Conditional Investment is subject to signing a sale and purchase agreement, conducting a suitable due diligence exercise and the satisfaction of certain other conditions. If the net proceeds of the Issue after the repayment of Group Debt are not sufficient to fund both of the Conditional Investments, the Group will not proceed with either Conditional Investment.
		Tap Share issues Tap Shares were issued in order to fund acquisitions and pay down Group Debt. The gross proceeds of the issues of the Tap Shares were £105.3 million and the aggregate fees and expenses of the issues amounted to approximately £1.1 million.
E.3	Terms and conditions of the offer	The New Ordinary Shares will be issued pursuant to the Placing, Open Offer and Offer for Subscription (together, the "Issue").
		The Company has a target of 100 million New Ordinary Shares for issue under the Issue at a price of 119.5 pence each. However, the Directors have reserved the right, in consultation with Canaccord Genuity, to increase the size of the Issue up to 140 million New Ordinary Shares to the extent that Additional Investments arise and overall demand for New Ordinary Shares exceeds the target amount. To the extent that they are not subscribed for under the Offer for Subscription and the Open Offer, such New Ordinary Shares may be issued under the Placing. In the

event that subscriptions exceed the maximum number of New Ordinary Shares available under the Issue the Directors will scale back subscriptions under the Placing and the Offer for Subscription at their discretion, with preference given to earlier applications.
Conditions The Issue, which is not underwritten, is conditional upon:
 Admission occurring on or before 8.00 a.m. on 27 March 2013 or such later time and/or date as the Company and Canaccord Genuity may agree, being not later than 31 May 2013;
 the Placing, Open Offer and Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission;
 the approval of the Issue and the disapplication of pre-emption rights in connection with the Issue by Existing Shareholders at the Extraordinary General Meeting of the Company to be held on 20 March 2013 (or at any adjournment thereof); and
 not less than an aggregate of £50 million (or such lesser amount as the Directors and Canaccord Genuity, in consultation with the Investment Adviser, may agree) of New Ordinary Shares being subscribed for pursuant to the Issue.
If these conditions are not met, the Issue will not proceed.
The Open Offer Open Offer Entitlement Under the Open Offer and subject to its terms, Existing Shareholders are entitled to subscribe for up to an aggregate of 65,090,675 New Ordinary Shares pro rata to their holdings of Existing Ordinary Shares on the following basis:
1 New Ordinary Share for every 15 Ordinary Shares held at the Record Date (being the close of business on 22 February 2013)
The balance of New Ordinary Shares to be made available under the Issue, together with any New Ordinary Shares not taken up pursuant to the Open Offer, will be made available for subscription under the Excess Application Facility, the Offer for Subscription and the Placing.
Excess Application Facility under the Open Offer Subject to availability, Existing Shareholders who take up all of their Open Offer Entitlements may also apply under the Excess Application Facility for additional New Ordinary Shares in excess of their Open Offer Entitlement. The Excess Application Facility will comprise whole numbers of New Ordinary Shares under the Open Offer which are not taken up by Existing Shareholders pursuant to their Open Offer Entitlements, and any New Ordinary Shares that the Directors determine, in their absolute discretion, should be reallocated from the Placing

		and/or the Offer for Subscription to satisfy demand from Existing Shareholders in preference to prospective new investors under the Placing or the Offer for Subscription.
		The Offer for Subscription New Ordinary Shares are available under the Offer for Subscription, at the discretion of the Directors in consultation with Canaccord Genuity. The Offer for Subscription is only being made in the UK but, subject to applicable law, the Company may allot Ordinary Shares on a private placement basis to applicants in other jurisdictions. New applications for New Ordinary Shares under the Offer for Subscription should be made by completing the Application Form attached to this prospectus.
		The Placing The Company, the Investment Adviser and Canaccord Genuity have entered into the Placing, Open Offer and Offer Agreement, pursuant to which Canaccord Genuity has agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers and placees for up to 140 million New Ordinary Shares at the Issue Price under the Placing, less the number of New Ordinary Shares required to satisfy valid applications under the Open Offer, the Excess Application Facility and Offer for Subscription.
E.4	Material interests	Not applicable – no interest is material to the Issue.
E.5	Name of person selling securities/ lock up agreements	Not applicable – no person or entity is offering to sell the New Ordinary Shares (other than the Company).
E.6	Dilution	If an Existing Shareholder does not subscribe under the Issue for such number of
		New Ordinary Shares as is equal to his or her proportionate ownership of Existing Ordinary Shares, his or her proportionate ownership and voting interest in the Company will be reduced and the percentage that his or her Existing Ordinary Shares will represent of the total share capital of the Company will be reduced accordingly following completion of the Issue. Even if an Existing Shareholder takes up his or her full entitlement of New Ordinary Shares under the Open Offer, his or her interest in the Company will be diluted as a result of the Issue.
		If the Issue meets its target size of £119.5 million, the share capital of the Company in issue at the date of this prospectus will, following the Issue, be increased by a factor of 1.102 (10.24 per cent.) as a result of the Issue. On this basis, if an Existing Shareholder does not take up any of his or her Open Offer Entitlement, his or her proportionate economic interest in the Company will be diluted by 9.3 per cent.
		If the Issue is increased to its maximum size of £167.3 million and is fully subscribed, the share capital of the Company in issue at the date of this prospectus will, following the Issue, be increased by a factor of 1.143 (14.3 per cent.) as a result of the Issue. On this basis, if an Existing Shareholder does not take up any of his or her Open Offer Entitlement, his or her proportionate economic interest in the Company will be diluted by 12.5 per cent.

Risk Factors

Investment in the Company carries a degree of risk, including but not limited to the risks in relation to the Group, the Company, the New Ordinary Shares and the Tap Shares referred to below. The risks referred to below are the risks which are considered to be material, but are not the only risks relating to the Group, the Company, the New Ordinary Shares and the Tap Shares. There may be other risks that the Company and the Directors do not currently consider to be material or of which the Company and the Directors are not currently aware. Prospective investors should review this prospectus carefully and in its entirety and may wish to consult with their professional advisers before acquiring any New Ordinary Shares. If any of the risks referred to in this prospectus were to occur, the financial position and prospects of the Group and/or the Company could be materially adversely affected. If that were to occur, the trading price of the New Ordinary Shares and/or the Tap Shares and/or their Net Asset Value and/or the level of dividends or distributions (if any) received from the New Ordinary Shares and/or the Tap Shares could decline significantly and investors could lose all or part of their investment.

An investment in the Company is suitable only for investors who are capable of evaluating the risks and merits of such investment, who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Group, for whom an investment in New Ordinary Shares constitutes part of a diversified investment portfolio, who fully understand and are willing to assume the risks involved in investing in the Company and who have sufficient resources to bear any loss (which may be equal to the amount invested) which might result from such investment.

If prospective investors are in any doubt as to the consequences of their acquiring, holding or disposing of Ordinary Shares, they should consult their stockbroker, bank manager, solicitor, accountant or other independent financial adviser.

A. Introduction

The market value of the New Ordinary Shares can fluctuate, and they are designed to be held over the long term and may not be suitable as short-term investments. There is no guarantee that any appreciation in the value of the Group's investments will occur, and investors may not get back the full value of their investment or any value at all. It should be remembered that the price of the New Ordinary Shares (and the income from them) can go down as well as up.

There is no guarantee that the market value of the New Ordinary Shares will reflect the underlying NAV of such New Ordinary Shares. The New Ordinary Shares may trade at a discount to Net Asset Value per Share for a variety of reasons, including market or economic conditions or to the extent investors undervalue the activities of the Investment Adviser, in which event the Shareholders may not be able to realise their investment in the New Ordinary Shares at the Net Asset Value per New Ordinary Share. While the Directors intend to pursue a proactive policy in seeking to mitigate any discount to Net Asset Value per New Ordinary Share, there can be no guarantee that this will be successful.

The issue of New Ordinary Shares will dilute the percentage shareholding of any Existing Shareholder that does not subscribe for an equivalent proportion of the New Ordinary Shares being issued pursuant to the Issue. Even if an Existing Shareholder takes up his or her full entitlement under the Open Offer, his or her interest will be diluted as a result of the Issue. There will, however, be no dilution of the Net Asset Value of Existing Ordinary Shares as the Issue Price of the New Ordinary Shares has been set at a small premium to the net assets attributable to the Existing Ordinary Shares (such net assets excluding for these purposes the entitlement to the second interim dividend for the financial year ending 31 March 2013).

Any investment objectives of the Group are targets only and should not be treated as assurances or guarantees of performance. The past performance of investments managed and monitored by the Infrastructure Investment Team is not a reliable indication of the future performance of the investments held by the Group. The success of the Company depends on the Investment Adviser's ability to identify, make and realise investments in accordance with the Group's investment objectives. There can be no assurance that the Investment Adviser will be able to do so or that the Group will be able to invest its assets on attractive terms or generate any investment returns for Shareholders, or indeed avoid investment losses.

B. Risks associated with the Current Portfolio

The Current Portfolio of acquired assets consists of equity, mezzanine debt and subordinated debt in Project Companies responsible for the infrastructure projects described in Part IV at pages 62 to 88 of this prospectus.

The following section details various risks that apply to the Group's investment in the Current Portfolio (a number of which are also generic to investment in Project Companies).

Size of major holdings

The value of some of the investments in the Current Portfolio is significantly greater than others. For example, as at 22 February 2013, the largest ten investments comprised approximately 45 per cent. of the Group's portfolio. If any circumstances arose which materially affected the returns generated by any of those Project Companies (or any other significant part of the Current Portfolio), the effect on the Group's ability to meet its investment objectives could be material.

Limits on vendors' liabilities

Under the agreements for asset acquisition, the vendors have typically provided various warranties for the benefit of the Group in relation to the relevant acquisition. Such warranties however are generally limited in scope, and subject to time limitations, materiality thresholds and a liability cap. To the extent that any loss suffered by the Group is not covered by warranties, arises outside of such limitations or exceeds such cap, such loss will be borne by the Group and will ultimately impact on returns to Shareholders.

Termination of Project Agreements

Both the Project Company and the Client have the right to terminate a Project Agreement in certain circumstances. The compensation to which the Project Company will be entitled on termination will depend on the reason for termination. All of the Project Companies in which the Group currently invests have senior debt and, in some cases (e.g. termination for force majeure) the compensation payable may only cover the senior debt in the Project Company and may not include amounts to repay the Infrastructure Equity investment, or may only cover the nominal value of the Infrastructure Equity investment in the Project Company. In other cases (e.g. termination for Project Company default) the amount of compensation payable may cover neither the full amount of senior debt nor the nominal value of the Infrastructure Equity investment in the Project Company (nor the prevailing value of the investment). For these purposes, senior debt can be taken to include the liability for costs (or gains) arising from breaking any interest rate hedging arrangements. Typically, senior lenders will have security over compensation proceeds. In other termination circumstances such as Client default or termination by notice by the Client, the compensation would be expected to cover senior debt and the original return on the Infrastructure Equity, but not necessarily the prevailing value of the investment. Should a termination occur, the net asset value of the investment concerned could be adversely affected and the ability of the Company to fund distributions to Shareholders may be restricted.

Change in accounting standards, tax law and practice

Financing structures of Project Companies are based on assumptions regarding prevailing taxation law, accounting standards and practice. Any change in a Project Company's tax status or in tax legislation (including in relation to taxation rates and allowances) or in accounting standards could adversely affect the investment return of the Project Company. In particular, if returns from infrastructure equity reach a high level, there is a risk that governments may seek to recoup returns that they deem to be excessive either on individual projects or more generally.

Withholding tax

There can be no assurance that entities in which the Group invests will not be required to withhold tax on the payment of interest or dividends. Such withholding tax may not be recoverable and so any such withholding would have an adverse effect on the Company's value.

Transfer pricing

To the extent that interest paid by Project Companies and Holding Entities on debt provided by parties interested in the equity of the Project Company (for example, the subordinated debt element of the Infrastructure Equity) exceeds arm's length rates, the relevant tax authorities may seek to restrict the allowable deduction for such interest payments to arm's length rates. This could result in more tax being paid by a Project Company or Holding Entity and ultimately may reduce the return to investors.

Institutional credit risk

The institutions, including banks, with which the Group and the Project Companies will do business, or to which securities have been entrusted, may encounter financial difficulties that impair the Group and/or the Project Company's operational capabilities or capital position. In particular, the terms of the borrowings within each Project Company typically provide for the Project Company to maintain cash deposits in escrow during the life of the concession for the benefit of the lenders in respect of reserves for future payments of interest and principal on the borrowing, as well as in respect of contracted future capital expenditure. These deposits are monitored by the Investment Adviser which, to the extent possible within the constraints of its power resulting from the Group's stake in a particular Project Company, directs the management of a Project Company to optimise the returns available from the deposit while taking into consideration a diversification of deposit counterparty credit risk among a portfolio of banks, all of which are of investment grade quality at the time the deposit is placed.

Financial modelling

Infrastructure projects rely on large and detailed financial models. There is a risk that errors may be made in the assumptions or methodology used in a financial model. In such circumstances, the returns generated by the Project Company may be materially different than forecast and this may have an adverse effect on the Company's value. This risk may be mitigated by audits of the models performed at the financial close of a project.

Sufficiency of due diligence

While the Investment Adviser undertakes an in-depth due diligence exercise in connection with the purchase of the Group's investments, as detailed on page 91, this may not reveal all facts that may be relevant in connection with an investment and could materially overvalue an acquisition. The contractual arrangements made by a Project Company may not be as effective in passing on risks to its subcontractors as intended and this may result in unexpected costs or a reduction in expected revenues for the Project Company.

Control

Past and future infrastructure investments will be in Project Companies that the Group does not always control. While the Group is likely to acquire voting rights in proportion to the equity share capital it acquires, commercial negotiation of the contractual documentation, which may include concession, finance and shareholder agreements, may result in certain minority restrictions and protections that may impact on the ability of the Group and the Operator to have control over the underlying investments.

Bench marking/market-testing

A project usually contains benchmarking and/or market-testing regimes in respect of the cost of providing certain services, which typically operate every five years. In many projects, this risk/reward is either borne by the Client and/or passed down to the subcontractor providing the service. In some projects, these mechanisms may expose the Project Company to losses or gains arising from changes in its costs incurred in procuring the services relative to the charges that it is then entitled to receive from the Client for the services as a result of the benchmarking/market-testing regimes. If the operation of such regimes leads to losses to a particular Project Company, the Group's returns from such Project Company will be reduced.

Lifecycle and maintenance costs

During the period of a concession, components of the project facility or building (such as elevators, roofs, air handling plant, road pavement and other structures) may need, inter alia, to be replaced or undergo a major refurbishment. The timing of such replacements or refurbishments is forecast based upon manufacturers' data and warranties, and specialist advisers are usually retained by the Project Company to assist in such forecasting of lifecycle and maintenance timings and costs. However, shorter than anticipated asset lifespans or higher costs or inflation than forecast may result in lifecycle and maintenance costs being higher than anticipated. Any cost implication not otherwise passed down to subcontractors is generally borne by the Project Company, which is likely to reduce the Group's returns from such Project Company.

Insurance

A Project Company maintains insurance in accordance with industry practices on all its assets. In addition, the Project Company is usually responsible under its Project Agreement for maintaining insurance cover for, amongst other things, buildings, contents and third party risks (for example, risks arising from fire, flood, or terrorism). Typically, the Project Company takes the risk that the cost of maintaining the insurance may be greater than expected or that in some circumstances it may not be able to obtain the necessary insurance. Where insurance is not obtainable, the Client may, in certain circumstances, arrange to insure the relevant risks itself. If an event (such as fire, flood or terrorism) subsequently occurs, the Client can typically choose whether to let the Project Agreement continue, and pay to the Project Company an amount equal to the insurance proceeds which would have been payable had the insurance been available, or terminate the Project Agreement and pay compensation on the basis of termination for force majeure (see above under "Termination of Project Agreements"). In this circumstance the net asset value of the investment, and therefore of the Company, will be materially and adversely affected.

Change in government policy

Governments may in future decide to change the basis upon which Project Companies and government counterparties share any gains arising either on refinancing or on the sale of project equity, in which case the returns ultimately available to the Group from future social infrastructure project investments may be reduced. Project Companies generally assume the risk of non-discriminatory changes in law.

The UK Government is under pressure to address the significant debt burden of the UK and is seeking cost savings from existing PFI/PPP projects where feasible, in accordance with guidance issued by HM Treasury in July 2011. This could affect the financial performance of Project Companies.

All of the Project Companies comprising the Current Portfolio are fully operational and the relevant public sector Clients are contractually bound by the terms of the relevant agreements: consequently only a governmental policy of seeking to renegotiate existing contracts would be likely to have an effect on such operational Project Companies. Renegotiation or termination of the existing contracts might result in reduced returns or a complete loss of the Company's investment.

Exceeded liability limits

The subcontractors' liabilities to a Project Company for the risks they have assumed are typically subject to financial caps and it is possible that these caps may be exceeded in certain circumstances. Any loss or expense in excess of such a cap would be borne by the Project Company unless covered by the Project Company's insurance. In certain circumstances, the shareholders in the Project Company may decide to contribute additional equity to fund such loss and expense, which would have a negative impact on the Company's NAV.

Building defects

The subcontractors responsible for the construction of a project asset normally remain liable for the cost of rectifying any design and construction defects in the asset for 12 years following the construction of the asset, subject to liability caps. In addition to this financial liability, the construction subcontractors also normally have an obligation to return to site in order to carry out any remedial works required during the first year following the construction of the asset. The Project Company may not have recourse to any third party for any defects which arise after the 12 year period and would therefore have to bear such losses or meet such costs itself, which is likely to reduce the Group's returns from such Portfolio Company and ultimately returns to Shareholders.

Subcontractor service failures

If a subcontractor fails to perform the services which it has agreed to provide, the Project Company may fail to meet the service standards it has agreed with its Client and there may be a reduction in the payments that the Project Company is entitled to receive and/or claims by the Client for damages. These reductions and/or claims are typically passed on to the relevant subcontractor, subject to any liability caps. If there is a subcontractor service failure and the relevant subcontractor or its guarantors or insurers fail to meet their obligations in respect of the liabilities that have been passed on to them, then, to the extent it is unable to set off the liability against service fees, the Project Company will not be compensated for any reductions in payments and/or claims made by the Client which it suffers as a result of the subcontractor's service failure. Such losses are likely to reduce the Group's returns from such Project Company and ultimately returns to Shareholders.

Industrial relations risk

Industrial action involving a subcontractor to a Project Company may result in unexpected costs or a reduction in expected revenues for the Project Company and may therefore reduce the Group's returns from such Project Company.

Reliance on subcontractors

In some instances, a single subcontractor is responsible for providing services to various Project Companies in which the Group invests. In such circumstances, the default or insolvency of a single subcontractor could adversely affect a number of the Group's investments. As at 31 December 2012, the Group's largest reliance on a single subcontractor was to Carillion plc and its subsidiaries, which provides facilities maintenance services in respect of 15.3 per cent. by value of the Group's portfolio.

In addition, although the subcontractors responsible for the construction of a project asset normally remain liable for the cost of rectifying any design and construction defects in the asset for 12 years following the construction of the asset, a construction subcontractor may become insolvent or be liquidated during that 12 year period. In this circumstance the Project Company would be unlikely to have recourse to that subcontractor for any defects which arise during the 12 year period and would therefore have to bear such losses or meet such costs itself, which is likely to reduce the Group's returns from such Project Company and ultimately returns to Shareholders.

Termination of subcontractors

If there is a subcontractor service failure which is sufficiently serious to cause the Project Company to terminate the subcontract, or the Client to require the Project Company to do so, there may be a loss of revenue during the time taken to find a replacement subcontractor and the replacement subcontractor may levy a surcharge to assume the subcontract or charge more to provide the services: this may render the project uneconomic, resulting in termination for default. There will also be costs associated with the re-tender process which may not be covered by any recovery from the defaulting subcontractor. Loss of revenue, additional costs and/or termination for default following a subcontractor service failure at a Project Company will reduce the Group's returns from such Project Company and ultimately returns to Shareholders.

Client default

As described in Part IV at pages 62 to 88 of this prospectus, the concessions granted to Project Companies are from a variety of Clients, including but not limited to central government departments, local government and NHS trusts. At the current time, the Clients are all public sector but the Company may in future invest in Project Companies with private sector clients. Although the creditworthiness and power of each public sector Client to enter into Project Agreements has been considered on a case by case basis and with the benefit of legal advice, the possibility of a default remains. It cannot be assumed that central government will in all cases assume liability for the obligations of quasi-government agencies in the absence of a specific guarantee, or that central governments will themselves never default on their obligations. In particular, it is currently contemplated that the Primary Care Trust counterparties to six Project Companies which have Primary Care Trust concessions in the Current Portfolio and which have an aggregate Fair Market Value of approximately £35 million will be abolished in April 2013 and that their obligations under the relevant project documents (including payment obligations) will be transferred to Community Health Partnerships Limited (a private limited company wholly owned by the Secretary of State for Health) whose covenant strength may not be equivalent to that of a Primary Care Trust.

Covenants for senior debt

The covenants provided by a Project Company in connection with its senior debt are normally extensive and detailed. If certain covenants are breached, payments on the Infrastructure Equity are suspended. If an event of default occurs the senior lenders may become entitled to "step-in" and take responsibility for, or appoint a third party to take responsibility for, the Project Company's rights and obligations under the Project Agreement. In addition, in such circumstances the senior lenders will typically be entitled to enforce their security over the shares in the Project Company and to sell the Project Company to a third party. The consideration for any such sale is unlikely to result in any payment in respect of the amount of the Group's investment in the Project Company. Should payments be suspended or investments be sold in the manner described in this paragraph, the Company's aggregate receipts from Project Companies are likely to be reduced, perhaps significantly, and may not be sufficient to fund distributions to Shareholders.

Residual value risk

In some projects, the land and/or buildings remain in the ownership of the Project Company at the end of the concession period. There can be no assurance that actual residual values will equal or exceed those expected or projected at the end of the concession period and the Group's returns may therefore be less than anticipated.

Untested nature of long-term operational environment

Given the long-term nature of infrastructure concession contracts, and the fact that infrastructure is a relatively new investment class (the majority of infrastructure investments have been made in the UK PFI/PPP market since 1997 and the Canadian PPP market commenced in 1993), there is as yet no experience of the long-term operational problems that may be experienced in the future and which may affect infrastructure projects and Project Companies and, therefore, the Group's investment returns.

Environmental considerations

Project Companies generally take an ownership or occupation interest in land for the purpose of carrying out construction or operating the project assets. The Project Company may be exposed to potential environmental liability as a result of such ownership or use of land (e.g. clean up and remediation liability) or from operations carried out on the land, requiring financial contributions from the Project Company. Such contributions may not be restricted by the value of the site or the value of the Group's investment in the Project Company, and this may negatively impact on returns to the Group. Where possible, this risk is mitigated by passing it down to a subcontractor.

Corrupt gifts and fraud

Typically, the Client has the right to terminate a Project Agreement where the Project Company or a shareholder or subcontractor (or one of their employees) has committed bribery, corruption or any other fraudulent act in connection with such Project Agreement. The compensation payable on such termination is typically limited to the outstanding senior debt at the time of termination and would not repay the Group's Infrastructure Equity investment. Where the bribery, corruption or other fraudulent act is committed by a party other than the Project Company, for example, by one of the Project Company's main subcontractors, the Project Company can usually avoid termination by replacing the relevant party within a short time period.

Conditional Investments and Additional Investments

The Company has agreed in principle key commercial terms to acquire the Conditional Investments from Fund II for an aggregate consideration of £27.5 million. Completion of each Conditional Investment is subject to signing a sale and purchase agreement, conducting a suitable due diligence exercise and the satisfaction of certain other conditions (including raising sufficient proceeds from the Issue, obtaining Shareholder consent at the Extraordinary General Meeting and certain third party approvals, and the co-investors not exercising their pre-emption rights). The target size of the Issue has been calculated on the assumption that all

conditions relating to the completion of the Conditional Investments will be satisfied and that all required approvals will be received. There is a chance, however, that money will be raised pursuant to the Issue which reflects the cost of the Conditional Investments, but completion of one or both of the Conditional Investments never occurs because the relevant conditions are not met or the requisite approvals are not given. In this situation, the Company might hold uninvested cash, the return from which may serve to restrain growth of its Net Asset Value.

Similarly, completion of Additional Investments may also be subject to certain conditions and such Additional Investments may therefore not complete or completion may be significantly delayed. In such circumstances, the Company might hold uninvested cash which could serve to restrain growth of its Net Asset Value for longer than anticipated.

C. Further risks associated with additional investments

As further described in the section entitled "Investment Policy" at pages 46 to 48 of this prospectus, the Group intends to make additional investments if suitable opportunities arise. For any new investments the Group makes in the future, the risks described in Part B above will again be relevant. However, the Group may also invest in a broader range of infrastructure assets and the following additional risks should also be noted.

Reliance on limited number of subcontractors

The Group may make an acquisition of an established portfolio of investments in Project Companies. The majority of such Project Companies will already have appointed subcontractors, frequently for the duration of their concessions. Although the Group will aim to avoid an excessive reliance on any single subcontractor, and will have regard to this concern when making additional investments, there may be some degree of risk in this respect either in relation to the acquired portfolio or across the Group's expanded total portfolio. See also "Reliance as Subcontractors" above.

Certain assets may self-perform the operations and maintenance obligations, and in this case the Project Company employs the staff and assumes associated labour relations and pensions risks.

Construction risk

As at the date of this prospectus, all of the Project Companies comprising the Current Portfolio are fully operational, but the Group may in future acquire Project Companies which have not completed the construction phases of their concessions, subject to the limits described in the section entitled "Investment Policy" in Part II of this prospectus. Although it is intended that the main risks of any delay in completion of the construction or any "overrun" in the costs of the construction have been (and, in the case of any future investments which have not yet completed the construction phases of their concessions, will be) passed on by the Project Companies contractually to the relevant subcontractor, there is some risk that the anticipated returns of the Project Companies will be adversely affected.

Demand risk

The Group may make additional investments in Project Companies which have "demand" based concessions where the payments received by the Project Companies depend on the level of use made of the project assets. There is a risk that the level of use of the project assets, and therefore the Group's returns from such Project Companies, will be lower than expected.

D. General risks associated with investing in the Company

No guarantee of return

A prospective investor should be aware that the value of an investment in the Company is subject to normal market fluctuations and other risks inherent in investing in securities. There is no assurance that any appreciation in the value of the Ordinary Shares will occur or that the investment objectives of the Company will be achieved. The value of investments and the income derived therefrom may fall as well as rise and investors may not recoup the original amount invested in the Company.

In particular, prospective investors should be aware that the periodic distributions made to Shareholders will comprise amounts periodically received by the Group in repayment of its initial capital investments in Project Companies. Although it is envisaged that receipts from Project Companies over the life of their concessions will generally be sufficient to fund such periodic distributions while preserving the value of the Group's original investments in the Project Companies over the long term, this cannot be guaranteed.

The Company's targeted return is based on assumptions which the Directors consider reasonable. However, there is no assurance that all or any assumptions will be justified, and the Company's return may be correspondingly reduced. In particular, there is no assurance that the Company will achieve its distribution and IRR targets.

Taxation

The Group structure through which the Company makes investments has been designed, amongst other things, to minimise the level of taxation suffered on income received and gains realised, directly or indirectly, by the Company. The structure is based on the Directors' understanding of the tax law and practice of the United Kingdom, Luxembourg and Guernsey. Such law or practice is subject to change, and any such change may reduce the net return to investors; the Group may incur costs in taking steps to mitigate this effect.

Fund management and dependence on key personnel

The success of the Group depends on the skill and expertise of the Infrastructure Investment Team in identifying, selecting and developing appropriate investments. There is no guarantee that current members of the Infrastructure Investment Team will continue to be associated with the Investment Adviser. Furthermore, the Infrastructure Investment Team has responsibility for managing all infrastructure assets managed by the Investment Adviser. These activities will require a commitment of time and resources that might otherwise be devoted to evaluating and monitoring the Current Portfolio and evaluating potential future investments for the Group.

Dilution in ownership and voting interest in the Company

If an Existing Shareholder does not subscribe under the Issue for such number of New Ordinary Shares as is equal to his or her proportionate ownership of Existing Ordinary Shares, his or her proportionate ownership and voting interests in the Company will be reduced and the percentage that his or her Existing Ordinary Shares will represent of the total share capital of the Company will be reduced accordingly. Even if an Existing Shareholder takes up his or her full entitlement of New Ordinary Shares under the Open Offer, his or her interest in the Company will be diluted as a result of the Issue. Securities laws of certain jurisdictions may restrict the Company's ability to allow participation by Shareholders in the Issue.

If the Issue meets its target size of £119.5 million, the share capital of the Company in issue at the date of this prospectus will, following the Issue, be increased by a factor of 1.102 (10.24 per cent.) as a result of the Issue. On this basis, if an Existing Shareholder does not take up any of his or her Open Offer Entitlement, his or her proportionate economic interest in the Company will be diluted by 9.3 per cent.; and if an Existing Shareholder does take up his or her Open Offer Entitlement in full, his or her proportionate economic interest in the Company will be diluted by 3.2 per cent.

If the Issue is increased to its maximum size of £167.3 million and is fully subscribed, the share capital of the Company in issue at the date of this prospectus will, following the Issue, be increased by a factor of 1.143 (14.3 per cent.) as a result of the Issue. On this basis, if an Existing Shareholder does not take up any of his or her Open Offer Entitlement, his or her proportionate economic interest in the Company will be diluted by 12.5 per cent.; and if an Existing Shareholder does take up his or her Open Offer Entitlement in full, his or her proportionate economic interest in the Company will be diluted by 6.7 per cent.

Securities laws of certain other jurisdictions may restrict the Company's ability to allow participation by Shareholders in such jurisdictions in any future issue of shares carried out by the Company. Existing Shareholders who have a registered address in, or who are resident in or who are citizens of, countries other than the United Kingdom should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to acquire New Ordinary Shares under the Issue. See Notices to Overseas Investors on page 138 of this prospectus.

Conflicts of interest

The Investment Adviser, the Administrator, the Luxembourg Administrator, Canaccord Genuity (in its capacity as placing agent and/or sponsor), any of their directors, officers, employees, agents and connected persons and the Directors, and any person or company with whom they are affiliated or by whom they are employed (each an "Interested Party"), may be involved in other financial, investment or other professional activities which may cause conflicts of interest with members of the Group and their investments. In particular, Interested Parties may provide services similar to those provided to the Group to other entities and will not be liable to account for any profit earned from any such services. The Investment Adviser and its directors, officers, employees and agents and the Directors will at all times have due regard to their duties owed to members of the Group and where a conflict arises they will endeavour to ensure that it is resolved fairly. Subject to the arrangements explained above, the Company may (directly or indirectly) acquire securities from or dispose of securities to any Interested Party or any investment fund or account advised or managed by any such person. An Interested Party may provide professional services to members of the Group (provided that no Interested Party will act as auditor to the Company) or hold Ordinary Shares and buy, hold and deal in any investments for their own accounts, notwithstanding that similar investments may be held by the Group (directly or indirectly). An Interested Party may contract or enter into any financial or other transaction with any member of the Group or with any shareholder or any entity any of whose securities are held by or for the account of the Group, or be interested in any such contract or transaction. Furthermore, any Interested Party may receive commissions to which it is contractually entitled in relation to any sale or purchase of any investments of the Group effected by it for the account of the Group, provided that in each case the terms are no less beneficial to the Group than a transaction involving a disinterested party and any commission is in line with market practice.

Liquidity of investments

The majority of investments made by the Group comprise unquoted interests in Project Companies which are not publicly traded or freely marketable and for which a sale may require the consent of other interested parties. Such investments may therefore be difficult to value and/or realise, and involve significant time and cost.

Risk of limited diversification

Other than some holdings in cash or cash equivalents and hedging instruments, the Group invests exclusively in infrastructure investments and will therefore bear the risk of investing in only one asset class.

Liquidity

Although the Ordinary Shares are admitted to trading on the Main Market of the London Stock Exchange and will be freely transferable, the ability of Shareholders to sell their Ordinary Shares in the market, and the price which they may receive, will depend on market sentiment. The Ordinary Shares may trade at a discount to Net Asset Value and it may be difficult for a Shareholder to dispose of all or part of his holding of Ordinary Shares at any particular time.

The Company has the ability to make tender offers for Ordinary Shares from Shareholders. Such tender offers will however be made entirely at the discretion of the Directors and Shareholders will not have any ability to require the Company to make any such tender offer for all or any part of their holdings of Ordinary Shares.

Exculpation and indemnification

The structure through which the Group makes investments includes an English limited partnership. Certain provisions contained in the Limited Partnership Agreement limit the liability of the Operator. The Group is also responsible for indemnifying the General Partner and the Operator (and their employees and agents) for any losses or damage incurred by them except for losses incurred as a result of their gross negligence or wilful misconduct.

Currency risk

If an investor's currency of reference is not GBP, currency fluctuations between the investor's currency of reference and the base currency of the Company may adversely affect the value of an investment in the Company.

Some of the Group's investments may be denominated in currencies other than GBP. The Current Portfolio includes three investments denominated in Euros, namely the DHSRL project in the Netherlands, the Cork School of Music project and the Irish Grouped Schools project in Ireland, and two Canadian P3 road projects denominated in Canadian dollars.

The Company maintains its books, and intends to pay distributions, in GBP. Accordingly, fluctuations in exchange rates between GBP and the relevant local currencies, and the costs of conversion and exchange control regulations, will directly affect the value of the Group's investments and the ultimate rate of return realised by investors. As at the date of this prospectus, the Company's exposure to currencies other than GBP is partially hedged by borrowing in the relevant currencies and selling the relevant currencies forward on a monthly basis. Whilst the Group may enter into hedging arrangements to mitigate currency risk to some extent, there can be no assurance that such arrangements will be entered into or that they will be sufficient to cover such risk.

Interest rate risks

Changes in interest rates may adversely affect the Group's investments. Changes in the general level of interest rates can affect the Group's profitability by affecting the spread between, amongst other things, the income on its assets and the expense of its interest-bearing liabilities, the value of its interest-earning assets and its ability to realise gains from the sale of assets should this be desirable. Interest rates are highly sensitive to many factors, including governmental, monetary and tax policies, domestic and international economic and political considerations, fiscal deficits, trade surpluses or deficits, regulatory requirements and other factors beyond the control of the Group.

The Group may finance its activities with both fixed and floating rate debt. With respect to its floating rate debt, the Group's performance may be affected adversely if it fails to fully counteract the effects of changes in interest rates on its operations by employing an effective hedging strategy, including engaging in interest rate swaps, caps, floors or other interest rate contracts, or buying and selling interest rate futures or options on such futures. There can be no assurance that such arrangements will be entered into or, in the event that they are entered into, that they will be sufficient to cover such risk.

A number of Project Companies have issued bonds which are insured by monoline insurers to finance their activities. The Group's future investments may be in Project Companies also financed by bonds which are insured by monoline insurers. Any downgrade in the rating of a monoline insurer may have a negative valuation impact and potential performance impact on those Project Companies where such monoline insurer is involved, as well as potentially causing a margin increase on the related senior debt. In some cases the monoline insurance has ceased to provide any security to senior lenders. Although this risk currently applies to a limited number of Project Companies, any downgrade would have a negative effect on the performance of the Company.

Hedging risk

Should the Group elect to enter into hedging arrangements to protect against currency risk and interest rate risk as described above (and it will be under no obligation to do so), the use of instruments to hedge a portfolio carries certain risks, including the risk that losses on a hedge position will reduce the Group's earnings and funds available for distribution to investors and that such losses may exceed the amount invested in such hedging instruments. There is no perfect hedge for any investment, and a hedge may not perform its intended purpose of offsetting losses on an investment and, in certain circumstances, could increase such losses. The Group may also be exposed to the risk that the counterparties with which the Group trades may cease making markets and quoting prices in such instruments, which may render the Group unable to enter into an offsetting transaction with respect to an open position.

Although the Group selects the counterparties with which it enters into hedging arrangements with due skill and care, there is a residual risk that the counterparty may default on its obligations.

Leverage

The Group uses leverage in the financing of its investments. The use of leverage increases the exposure of investments to adverse economic factors such as rising interest rates, severe economic downturns or deteriorations in the condition of an investment or its market.

It is possible that the Group may not be able to refinance borrowing which becomes repayable during the life of the Group, in which case the performance of the Group may be adversely affected. The Group's borrowings may be secured on the assets of the Group. A failure to fulfil obligations under any financing documents may permit lenders to demand early repayment of the loan and to realise their security.

Failure to restructure

If the Group makes an investment with the intention of restructuring, refinancing or selling a portion of the capital structure thereof, there is a risk that the Group will be unable to complete successfully such a restructuring, refinancing or sale. Any such failure could lead to increased risk and cost to the Group and reduced returns.

Valuations

All investments owned by the Group are valued on a six-monthly basis and the resulting valuations are used, amongst other things, for determining the basis on which Ordinary Shares are repurchased and additional capital raised.

Valuations of the assets of the Group as a whole also reflect accruals for expected or contingent liabilities, the amount or incidence of which is inevitably uncertain. It follows that some unfairness may arise between departing, continuing and new investors. A valuation is only an estimate of value and is not a precise measure of realisable value. Ultimate realisation of the market value of an asset depends to a great extent on economic and other conditions beyond the control of the Group, and valuations do not necessarily represent the price at which an investment can be sold.

All valuations made by the Investment Adviser are made, in part, on valuation information provided by the Project Companies in which the Group has invested. Although the Investment Adviser evaluates all such information and data, it may not be in a position to confirm the completeness, genuineness or accuracy of such information or data. In addition, the financial reports typically provided by the Project Companies are provided only on a quarterly or half yearly basis and generally are issued one to four months after their respective valuation dates. Consequently, each half yearly Net Asset Value contains information that may be out of date and require updating and completing. Shareholders should bear in mind that the actual Net Asset Values may be materially different from these half yearly valuations.

Recourse to the Company's assets

The Company's assets, including any investments made by the Company and any funds held by the Company, are available to satisfy all liabilities and other obligations of the Company. If the Company becomes subject to a liability, parties seeking to have the liability satisfied may have recourse to the Company's assets generally and may not be limited to any particular asset, such as the asset giving rise to the liability. To the extent that the Company chooses to use special purpose entities for individual transactions to reduce recourse risk (which it may, although will be under no obligation to do so), the bona fides of such entities may be subject to later challenge.

Foreign investments

The Group may invest in infrastructure assets in a wide range of jurisdictions and the laws and regulations of foreign countries may impose restrictions that would not exist in the United Kingdom. Investments in foreign entities have their own economic, political, social, cultural, business, industrial and labour environment and may require significant government approvals under corporate, securities, exchange control, foreign investment and other similar laws as well as requiring financing and structuring alternatives that differ significantly from those customarily used in the United Kingdom. In addition, foreign governments from time to time impose restrictions intended to prevent capital flight which may, for example, involve punitive taxation (including high withholding taxes) on certain securities, transfers or the imposition of exchange controls, making it difficult or impossible to exchange or repatriate foreign currency. These and other restrictions may make it impracticable for the Company to distribute the amounts realised from such investment at all, or may force the Company to distribute such amounts other than in GBP, with all or a portion of the distribution being made in foreign securities or currency.

It also may be difficult to obtain and enforce a judgment in a court outside of the United Kingdom.

The Operator analyses information with respect to political and economic environments and the particular legal and regulatory risks in foreign countries before making investments, but no assurance can be given that a given political or economic climate, or particular legal or regulatory risks, might not adversely affect an investment by the Group.

EU Alternative Investment Fund Managers Directive

The EU Alternative Investment Fund Managers Directive (No. 2011/61/EU) ("AIFM Directive") is required to be transposed into the national legislation of each EU member state in mid-2013 following a series of consultations from both the European Commission and the European Securities and Markets Authority together with the regulatory bodies appointed at national level by European member states. The legislation is yet to be finalised and the full impact of its implementation on the Company remains uncertain; for example, it remains to be determined whether the Company is able to act (and if it is, whether it will act) as its own alternative investment fund manager ("AIFM"), rather than appoint a third party manager, such as the Investment Adviser, as its AIFM. Whichever option is adopted, the implementation of the AIFM Directive is likely to significantly increase regulatory and compliance costs.

The AIFM Directive will initially allow the continued marketing of non-EU alternative investment funds ("non-EU AIFs"), such as the Company, by the AIFM or its agent under national private placement regimes where EU member states choose to retain private placement regimes. In relation to the Company, such marketing will be subject to the requirement that appropriate cooperation agreements are in place between the supervisory authorities of the relevant EU member states in which the Ordinary Shares are being marketed and the GFSC, that Guernsey is not on the Financial Action Task Force money-laundering blacklist and to compliance with certain aspects of the AIFM Directive (such aspects differing depending on whether the AIFM is based in the EU (for example, if the Investment Adviser is the Company's AIFM) or not (for example, if the Company is its own AIFM)). It is intended that, over time, a passport will be phased in to allow the marketing of non-EU AIFs, such as the Company, and that private placement regimes will be phased out. Both the adoption of the passport and the phasing out of national private placement regimes are subject to certain criteria. Consequently, there may be restrictions on the marketing of the Ordinary Shares in the EU, which in turn may have a negative effect on marketing and liquidity of the Ordinary Shares generally.

US Foreign Account Tax Compliance Act

The Foreign Account Tax Compliance Act ("FATCA") provisions of the US Hiring Incentives to Restore Employment Act impose a new reporting regime and potentially a 30 per cent. withholding tax with respect to certain payments to a non-US financial institution (a "foreign financial institution" or "FFI") that does not become a "Participating FFI" and is not otherwise exempt or deemed compliant. The Company is an FFI for FATCA purposes. In general, an FFI becomes a Participating FFI by entering into an agreement with the US Internal Revenue Service ("IRS") to provide certain information about its investors or account holders. Alternatively, certain FFIs may be deemed compliant with FATCA, including pursuant to an intergovernmental agreement. The new withholding regime will be phased in beginning in 2014.

No assurance can be provided that the Company will enter into an agreement with the IRS or otherwise be deemed compliant with FATCA. If the Company does not enter into such an agreement and is not deemed compliant with FATCA, the Company may be subject to a 30 per cent. withholding tax on all, or a portion of all, payments received, directly or indirectly, from US sources or in respect of US assets including the gross proceeds on the sale or disposition of certain US assets. Any such withholding imposed on the Company would reduce the amounts available to the Company to make payments to its Shareholders.

In the alternative, if the Company does become a Participating FFI, Shareholders may be required to provide certain information to the Company or otherwise comply with (or be exempt from) FATCA to avoid withholding on certain amounts paid by the Company. Payments made after 31 December 2016 from non-US sources may also be subject to withholding to the extent that payments are attributable to US source income and assets. As the Ordinary Shares are publicly traded, they might not be treated as financial accounts for FATCA purposes in which case the withholding and information provisions described in this paragraph might not apply to Shareholders.

If an amount in respect of FATCA withholding tax is deducted or withheld, the Company will not pay additional amounts as a result of the deduction or withholding. As a result, Shareholders may, if FATCA is implemented as currently proposed, receive a smaller net investment return from the Company than expected.

FATCA is particularly complex and its application to the Company is uncertain at this time. In particular the rules are not yet final and they could still be subject to significant change. Each prospective investor should consult its own tax adviser to obtain a more detailed explanation of FATCA and to learn how this legislation might affect the investor in its particular circumstance.

FSA Consultation Paper 12/19

On 22 August 2012, the FSA published a consultation paper (CP 12/19) on "Restrictions on the retail distribution of unregulated collective investment schemes and close substitutes", which sets out its proposals to prohibit the promotion of unregulated collective investment schemes, such as the Company, and similar products to the vast majority of retail investors in the UK. If these proposals are implemented, the ability of the Company to raise capital from retail investors would be severely restricted. The FSA is expected to publish final rules in late April 2013.

Worldwide debt cap

New rules were introduced in the Finance Act 2009 which may result in restrictions on the deductibility of financing expenses of certain Project Companies for UK tax purposes which may impact upon the level of income which such Project Companies are able to distribute to the Company and, in turn, reduce the level of distributions received by Shareholders.

These rules, which became effective from 1 January 2010, broadly apply to any period of account of the worldwide group for which the total of the average net debt of each UK company (or UK permanent establishment) in the group exceeds 75 per cent. of the average worldwide gross external debt of the group (the "gateway test").

Where the rules apply, deductions of financing expenses of UK resident companies in which the Company holds a direct or indirect 75 per cent. beneficial interest will broadly be disallowed to the extent that the sum of the net financing expenses of such companies exceeds the sum of the worldwide finance expenses in the consolidated financial statement of the group. Although the Directors currently intend to manage the Group's investments in a way which minimises any disallowance under these rules, no assurance can be given that either the rules or the rules as amended will not apply to restrict the deductibility of financing expenses of certain companies.

Important Information

In assessing an investment in the Company, investors should rely only on the information in this prospectus. No person has been authorised to give any information or make any representations other than those contained in this prospectus and, if given or made, such information or representations must not be relied on as having been authorised by the Company, the Directors, the Investment Adviser, Canaccord Genuity or any other person. Neither the delivery of this prospectus nor any subscription or purchase of New Ordinary Shares made pursuant to this prospectus shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since, or that the information contained herein is correct at any time subsequent to, the date of this prospectus.

Regulatory information

This prospectus does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, New Ordinary Shares in any jurisdiction in which such offer or solicitation is unlawful. Issue or circulation of this prospectus may be prohibited in some countries.

Prospective investors should consider carefully (to the extent relevant to them) the notices to residents of various countries set out at pages 138 to 143 of this prospectus.

This prospectus relates not only to the issue of the New Ordinary Shares but also sets out information relating to the Tap Shares. The gross proceeds of the issues of the Tap Shares were £105.3 million and the aggregate expenses of the issues amounted to approximately £1.1 million. The net proceeds of £104.2 million were used to fund acquisitions and pay down Group Debt.

Investment considerations

The contents of this prospectus are not to be construed as advice relating to legal, financial, taxation, investment or any other matters. Prospective investors should inform themselves as to:

• the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares;
• any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares which they might encounter; and
• the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of the Ordinary Shares.

Prospective investors must rely upon their own representatives, including their own legal advisers and accountants, as to legal, tax, investment or any other related matters concerning the Company and an investment therein.

Typical investors in the Company are expected to be institutional and sophisticated investors and private clients. An investment in the Company should be regarded as a long-term investment. There can be no assurance that the Company's investment objectives will be achieved.

This prospectus should be read in its entirety before making any investment in the New Ordinary Shares. All Shareholders are entitled to the benefit of, bound by and are deemed to have notice of the provisions of the Memorandum and Articles of Incorporation of the Company, which investors should review.

Forward-looking statements

This prospectus includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts.

All forward-looking statements address matters that involve risks and uncertainties. Accordingly, there are or will be important factors that could cause the Company's actual results to differ materially from those indicated in these statements. These factors include but are not limited to those described in the part of this prospectus entitled "Risk Factors", which should be read in conjunction with the other cautionary statements that are included in this prospectus. Any forward-looking statements in this prospectus reflect the Company's current views with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to the Company's operations, results of operations and growth strategy.

These forward-looking statements apply only as of the date of this prospectus. Subject to any obligations under the Prospectus Rules, the Listing Rules and the Disclosure and Transparency Rules, the Company undertakes no obligation publicly to update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. Prospective investors should specifically consider the factors identified in this prospectus which could cause actual results to differ before making an investment decision.

For the avoidance of doubt, nothing in the foregoing paragraphs under the heading "Forward-looking statements" constitutes a qualification of the working capital statement contained in paragraph 2.6 of Part IX of this prospectus.

Notice to US investors

THE NEW ORDINARY SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE US SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER US REGULATORY AUTHORITY, NOR HAS ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF THE NEW ORDINARY SHARES OR CONFIRMED THE ACCURACY OR THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The New Ordinary Shares offered by this document have not been and will not be registered under the United States Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States, or to or for the account or benefit of any US person within the meaning of Regulation S, except that the New Ordinary Shares may be offered and sold: (a) in the United States to certain QIBs as defined in, and in reliance on, Rule 144A who are QPs; and (b) outside the United States only in "offshore transactions" to persons that are not US persons as defined in, and in reliance on, Regulation S. Shareholders and beneficial owners in the United States will not be able to participate in the Issue unless they meet the legal requirements needed to establish their eligibility to participate in the Issue to the satisfaction of the Company, including making appropriate representations to that effect.

Prospective purchasers are hereby notified that sellers of the New Ordinary Shares may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Please note that by receiving this prospectus, purchasers shall be deemed by the Company and Canaccord Genuity to have made, and may further be required to make, certain representations, acknowledgements and agreements set forth herein.

Recipients of this prospectus in the United States are hereby notified that this prospectus is being furnished to them on a confidential basis and may not be reproduced, retransmitted or otherwise redistributed, in whole or in part, under any circumstances. Furthermore, such recipients are authorised to use it solely for the purpose of considering a purchase of the New Ordinary Shares under the Issue and may not disclose any of the contents of this prospectus for any other purpose. This prospectus is personal to each offeree in the United States and does not constitute an offer to any other person or the public generally to subscribe for or otherwise acquire the New Ordinary Shares. Such recipients of this prospectus agree to the foregoing by accepting delivery of this prospectus. This agreement shall be relied upon by the Company, Canaccord Genuity, and their respective affiliates and agents, as well as persons acting on their behalf.

Available information

The Company is not required to file periodic reports under Section 13 or 15 of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). For so long as the Company is not a reporting company under Section 13 or 15(d) of the Exchange Act, or exempt from reporting pursuant to Rule 12g3-2(b) thereunder, the Company will, upon request, furnish to each holder or beneficial owner of New Ordinary Shares that are "restricted securities" (as defined in Rule 144(a)(3) under the Securities Act) and to each prospective purchaser thereof designated by such holder or beneficial owner upon request of such holder, beneficial owner or prospective purchaser, in connection with a transfer or proposed transfer of any such New Ordinary Shares pursuant to Rule 144A or otherwise, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act.

Enforceability of judgments by United States investors

The Company is a limited company organised under the laws of Guernsey. None of the Directors reside in the United States and all, or substantially all, of the assets of the Company and of such persons are located outside of the United States. As a result, investors may not be able to effect service of process on, or enforce judgments against, the Company or the Directors in the United States.

FOR THE ATTENTION OF NEW HAMPSHIRE RESIDENTS ONLY

NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENCE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES ("RSA 421-B") WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT ANY EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL, TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS UNLAWFUL TO MAKE OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT, ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

Presentation of information

Market, economic and industry data

Market, economic and industry data used throughout this prospectus is derived from various industry and other independent sources. The Company and the Directors confirm that such data has been accurately reproduced and, so far as they are aware and are able to ascertain from information published from such sources, no facts have been omitted which would render the reproduced information inaccurate or misleading.

Currency presentation

Unless otherwise indicated, all references in this prospectus to "GBP", "Sterling", "£", "pence" or "p" are to the lawful currency of the UK, all references to "US\$" are to the lawful currency of the US, all references to "CAN\$" are to the lawful currency of Canada, and all references to "€" or "Euro" are to the lawful currency of the Eurozone countries.

Latest Practicable Date

Unless otherwise indicated, the latest practicable date for the inclusion of information in this prospectus is close of business on 22 February 2013.

Definitions

A list of defined terms used in this prospectus is set out at pages 144 to 151.

Governing law

Unless otherwise stated, statements made in this prospectus are based on the law and practice currently in force in England and Wales, Guernsey or Luxembourg (as appropriate) and are subject to changes.

Expected Timetable

(for New Ordinary Shares in the Open Offer and Offer for Subscription)

All references to times in this prospectus are to London times unless otherwise stated.

	2013
Record Date for entitlement under the Open Offer	close of business on Friday, 22 February
Announcement of the Issue, publication and posting of the Prospectus, Circular, Form of Proxy and Open Offer Application Forms	Tuesday, 26 February
Offer for Subscription and Placing open	Tuesday, 26 February
Ex-entitlement date for the Open Offer	8.00 a.m. on Wednesday, 27 February
Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to stock accounts of Existing CREST Shareholders into CREST	Wednesday, 27 February
Recommended latest time for requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST	4.30 p.m. on Wednesday, 13 March
Latest time for depositing Open Offer Entitlements and Excess CREST Open Offer Entitlements into CREST	3.00 p.m. on Thursday, 14 March
Latest time and date for splitting of Open Offer Application Forms	3.00 p.m. on Friday, 15 March
Latest time and date for receipt of Forms of Proxy	2.30 p.m. on Monday, 18 March
Latest time and date for receipt of completed Application Forms and payment in full under the Offer for Subscription	1.00 p.m. on Monday, 18 March
Latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer or settlement of relevant CREST instruction	11.00 a.m. on Tuesday, 19 March
General Meeting	2.30 p.m. on Wednesday, 20 March
Latest time and date for receipt of Placing commitments	Midday on Thursday, 21 March
Shares issued to investors pursuant to the Placing on a T+3 basis	Friday, 22 March
Results of the Issue announced	Friday, 22 March
Admission and commencement of dealings in New Ordinary Shares	8.00 a.m. on Wednesday, 27 March
CREST members' accounts credited in respect of New Ordinary Shares in uncertificated form (for New Ordinary Shares in the Open Offer and Offer for Subscription)	As soon as possible on Wednesday, 27 March
Despatch of definitive share certificates for New Ordinary Shares in certificated form	Week commencing 8 April

The dates and times specified above are subject to change. In particular, the Directors may with the prior approval of Canaccord Genuity bring forward or postpone the closing time and date for the Placing, the Open Offer and Offer for Subscription by up to two weeks. In the event that such date is changed, the Company will notify investors who have applied for New Ordinary Shares of changes to the timetable either by post, by electronic mail or by the publication of a notice through a Regulatory Information Service provider to the London Stock Exchange.

Issue Statistics

Issue Price per New Ordinary Share	119.5 pence
Number of New Ordinary Shares being issued*	100 million
ISIN for the New Ordinary Shares	GB00B0T4LH64
SEDOL for the New Ordinary Shares	B0T4LH6
Estimated net proceeds of the Issue*	£117.5 million
* assuming that the Issue is fully subscribed and the Directors proceed at the target Issue size.

Directors, Agents and Advisers

Directors (all non-executive)	Graham Picken (Chairman) Sarah Evans John Hallam Chris Russell
Administrator Company Secretary and Registered Office	Dexion Capital (Guernsey) Limited 1 Le Truchot St Peter Port Guernsey GY1 1WD
Registrar	Capita Registrars (Guernsey) Limited Mont Crevelt House Bulwer Avenue St Sampson Guernsey GY2 4LH
Receiving Agent	Capita Registrars Corporate Actions The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
UK Transfer Agent	Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU
Administrator to Luxcos	RSM Henri Grisius & Associés sàrl 6 Rue Adolphe L-1116 Luxembourg BP 908, L-2019 Luxembourg
Investment Adviser and Operator	InfraRed Capital Partners Limited 12 Charles II Street London SW1Y 4QU
Sponsor and Placing Agent	Canaccord Genuity Limited 88 Wood Street London EC2V 7QR
Principal Bankers	The Royal Bank of Scotland plc 280 Bishopsgate London EC2M 4RB
	National Australia Bank Limited 88 Wood Street London EC2V 7QQ

Reporting Accountants KPMG LLP

as to English Law Atlantic House

Legal Advisers to the Company Carey Olsen as to Guernsey Law P.O. Box 98

Legal Advisers to Canaccord Norton Rose LLP Genuity 3 More London Riverside

Auditors KPMG Channel Islands Limited 20 New Street

St Peter Port Guernsey GY1 4AN

15 Canada Square London E14 5GL

Legal Advisers to the Company Hogan Lovells International LLP Holborn Viaduct London EC1A 2FG

Carey House Les Banques St Peter Port Guernsey GY1 4BZ

London SE1 2AQ

Part I The Placing, Open Offer and Offer for Subscription

Introduction

The Company is a limited liability, Guernsey-incorporated, closed-ended investment company whose Ordinary Shares have a premium listing on the Official List and are traded on the Main Market of the London Stock Exchange. An investment in the Company enables investors to access the income stream from a diversified and established portfolio of quality infrastructure investments.

Since acquiring the Initial Portfolio shortly after launch in March 2006, it has been the Group's intention to make further infrastructure investments to be funded by cash reserves held pending investment, through borrowing facilities or by raising additional capital from the market. The Group has acquired 66 further new infrastructure investments since launch, and has made 34 follow-on investments which have been financed by Group Debt, the issues of C Shares in 2008, 2009, 2010 and 2012 and a number of tap issues, including the issue of Tap Shares. The Group has also disposed of one investment and one junior loan investment has been fully repaid since launch.

The Current Portfolio consists of Infrastructure Equity in 79 Project Companies in the government accommodation, education, health, transport, utilities and law and order sectors. It includes:

• accommodation projects for the UK Home Office, the Health and Safety Executive and the Ministry of Defence;
• a number of hospitals, schools, and police projects;
• a high speed rail project for the Dutch State; and
• highway projects in Canada.

Background to the Issue

Since the Company's C Share issue in March 2012, the Group has made a number of further investments (of which 10 were investments in new projects) which have been financed by Group Debt and tap issues, and has disposed of one portfolio holding. In summary, this entailed:

• In May 2012, the Group bought an additional 14 per cent. equity and loan note interest in the Colchester Garrison PFI project from Atkins Investment Limited, a subsidiary of WS Atkins plc, for a consideration of £15.0 million, taking the Group's total interest in the project to 56 per cent.
• In May 2012, the Group also completed the acquisition of a 30 per cent. equity and loan note interest in the Birmingham New Hospitals PFI project from Royal Bank Project Investments Limited for a total consideration of £34.6 million.
• In May 2012, the Group also completed the acquisition of a 19.5 per cent. equity and loan note interest in Citylink Telecommunications Holdings Limited (the Connect PFI) for a total consideration of £39.0 million.
• In July 2012, the Group announced the acquisition by the joint venture holding company which it owns with Kajima Partnerships Limited (in which holding company the Group has a 75 per cent. shareholding) of a primary care facility in the north-west of England for £2.9 million.
• In August 2012, the Group announced that it had agreed to buy additional equity and loan note interests in the Romford Hospital, Fife Schools, Exeter Crown Courts and Stoke Mandeville Hospital PFI projects from subsidiaries of Sodexo SA for a total consideration of £10.0 million. This took the Group's total interests in these projects to 66.67 per cent. on Romford Hospital, 50.0 per cent. on Fife Schools and 100 per cent. on both Exeter Crown Courts and Stoke Mandeville Hospital.

• In October 2012, the Group acquired the remaining 33 per cent. equity and loan note interest in the Dorset Fire and Rescue PFI project from Carden Croft & Co Limited, as well as a further 16 per cent. equity and loan note interest in the Ealing Care Homes PFI project from Galliford Try Investments Limited, taking the Group's total holding in the latter project to 84 per cent. The total consideration paid for the two acquisitions was £4.9 million.

• In October 2012, the Group announced the acquisition of a 50 per cent. equity and 75 per cent. loan note interest in Prime LIFT Investments Limited from Barclays European Infrastructure Fund II and Prime Plc, and of a further 9 per cent. equity and loan note interest in the Connect PFI project. The total consideration for these acquisitions was £33.75 million.

• In October 2012, the Group also acquired a 30 per cent. equity and loan note interest in the Fife Schools 2 PPP from Miller Emblem Investments Limited for £3.9 million.
• In November 2012, the Group sold its 50 per cent. equity and loan note interest in the Doncaster Schools PFI project to Vinci Pensions Limited for £5.3 million.
• In December 2012, the Group announced that it had completed the acquisition of a 100 per cent. interest in the Edinburgh Schools PFI project and a 100 per cent. interest in the Perth & Kinross Schools PFI project, in each case from Eiser Infrastructure Partners Limited; and, through the joint venture holding company which the Group owns with Kajima Partnerships Limited, a 37.5 per cent. interest in the West Lothian Schools PFI project from Dawn Construction Limited. The total consideration for these acquisitions was £75.0 million (which figure includes a future loan note subscription obligation of £12.7 million).
• In December 2012, the Group also completed the acquisition of a 10.1 per cent. equity interest in the Sussex Police Authority Custody Centre PFI project from Reliance Sussex PFI Limited for £0.53 million, taking the Group's total equity and loan note interest in the project to 100 per cent.
• In January 2013, the Group completed the acquisition of a 50 per cent. equity and loan note interest in the Northwood MoD HQ PFI project from Carillion Private Finance (Defence) Limited for £30.6 million.

Further information on the Current Portfolio is set out in Part IV of this document. The Group is continuing to appraise suitable investment opportunities and expects to secure further acquisitions in the future, with the possibility of further commitments or allocations being made prior to the closing of the Issue. As at the date of this prospectus, the Group has identified an attractive pipeline of Additional Investments, which the Board has taken into account in determining the target size of the Issue. However, there can be no assurance that any or all of these Additional Investments will be made. The repayment of existing Group Debt will provide the Group with greater flexibility to make further investments in the infrastructure market as suitable opportunities arise.

The Issue and the New Ordinary Shares

The Company is now seeking to raise £119.5 million (before expenses) through the Placing, Open Offer and Offer for Subscription of New Ordinary Shares. The Directors have also reserved the right, in consultation with Canaccord Genuity, to increase the size of the Issue up to a maximum of £167.3 million to the extent that Additional Investments arise and overall demand for New Ordinary Shares exceeds the target amount.

The net proceeds of the Issue will not in any event exceed the aggregate of: (i) the Group's net funding requirement (which as at the date of this prospectus stands at approximately £30 million (which figure includes an outstanding investment obligation on the Perth and Kinross Schools project totalling £12.7 million)); (ii) the consideration payable for the Conditional Investments of approximately £27.5 million; and (iii) the consideration payable for any Additional Investments.

If the Issue meets its target size of £119.5 million, it is expected that the Company will receive approximately £117.5 million from the Issue, net of fees and expenses associated with the Issue, which are anticipated to amount to approximately £2.00 million. If the Issue is increased to its maximum size of £167.3 million and is fully subscribed, it is expected that the Company will receive approximately £164.75 million from the Issue, net of fees and expenses associated with the Issue, which are anticipated to amount to approximately £2.55 million. The Issue is not underwritten.

The Company will first apply the net proceeds of the Issue to repay outstanding Group Debt in full and, depending upon the amount of proceeds raised as described above, to provide the Group with additional resources to make further investments. If such additional net proceeds are not sufficient to fund both of the Conditional Investments, the Group will not proceed with either Conditional Investment. However, if additional net proceeds are not sufficient to fund Additional Investments, the Group may make such Additional Investments where the Group Debt outstanding after such acquisition or acquisitions would be at a level that the Board considers prudent having regard to the terms of the Facility.

The New Ordinary Shares will only be issued at a price which (net of the costs of the Issue) is in excess of the prevailing Net Asset Value per Ordinary Share. For these purposes, the Net Asset Value per Ordinary Share means the Net Asset Value excluding the entitlement of the Existing Ordinary Shares to the second interim dividend for the financial year ending 31 March 2013 of 3.575 pence per Ordinary Share, which was announced on 21 February 2013. In determining the Issue Price of 119.5 pence per New Ordinary Share, the Directors have added an appropriate premium to the prevailing Net Asset Value per Ordinary Share (excluding for these purposes the entitlement to the second interim dividend for the financial year ending 31 March 2013), to take into account the anticipated costs of the Issue and potential movements in the Net Asset Value per Ordinary Share between the date of this prospectus and Admission. For information purposes only, the Net Asset Value per Ordinary Share as at 31 December 2012 was 115.8 pence (ex-dividend, and 117.6 pence including 1.8 pence of accrued dividend).

Given the sustained and marked premium to Net Asset Value at which the Company's Ordinary Shares have traded in recent months, the Directors believe that the use of Ordinary Shares, rather than C Shares, is the most appropriate way by which to raise further equity capital. Issuing New Ordinary Shares at a price which (net of the costs of the Issue) is in excess of the prevailing Net Asset Value (excluding for these purposes the entitlement to the second interim dividend for the financial year ending 31 March 2013), rather than using C Shares (which effectively provide for the issue of Ordinary Shares at Net Asset Value after costs), is expected to avoid any short-term downward pressure upon the market price of Ordinary Shares (which the issue of C Shares might create), and will also provide Existing Ordinary Shareholders with an uplift in the Net Asset Value of their Existing Ordinary Shares.

The Issue is being implemented by way of a Placing, Open Offer and Offer for Subscription. The inclusion of an Open Offer ensures that a portion of the new share capital being made available pursuant to the Issue is reserved in the first instance exclusively for Existing Shareholders. However, as the Issue is not fully pre-emptive, the Company is seeking to disapply the pre-emption rights contained in the Company's Articles. Existing Shareholders will therefore be asked to approve (i) the Issue on the terms and subject to the conditions described in the Circular and (ii) the issue of up to 140 million New Ordinary Shares on a non pre-emptive basis, being the maximum number of Ordinary Shares that could be issued pursuant to the Issue, by way of special resolution at an Extraordinary General Meeting of the Company to be held on 20 March 2013.

Under the Open Offer, Existing Shareholders are entitled to subscribe for up to an aggregate of 65,090,675 New Ordinary Shares pro rata to their holdings of Existing Ordinary Shares on the following basis:

1 New Ordinary Share for every 15 Ordinary Shares held at the Record Date (being the close of business on 22 February 2013)

The balance of New Ordinary Shares to be made available under the Issue, together with any New Ordinary Shares not taken up pursuant to the Open Offer, will be made available for subscription under the Excess Application Facility, the Offer for Subscription and the Placing.

Further information relating to the Issue of the New Ordinary Shares is set out in Part VII of this prospectus.

Rationale for the equity raising

The Company's low correlation to general equities, coupled with a relatively resilient net asset value, has enabled it to play a valuable strategic role within investors' portfolios. The Company has demonstrated strong share price performance over the medium term, trading at a premium to net asset value since April 2009, and has experienced continued demand for its equity, as

evidenced by the issue of 88,347,221 Tap Shares since the Company's C Share issue in March 2012. This progress has been based on the performance of the Investment Adviser, whose team of professionals in this asset class provides experience and stability of service, alongside a strong track record.

Given this backdrop, and in light of the positive prospects for further investments by the Group in the short to medium term, the Directors believe that a further issue of Ordinary Shares is in the best interests of the Company and of the Shareholders as a whole. By applying the proceeds of the Issue to meet the Company's net funding requirement, the Company will:

• be acting in accordance with its established funding strategy;
• be best placed to take advantage of the investment opportunities which the Directors and the Investment Adviser anticipate arising in the future; and
• be afforded greater scope to develop and diversify its portfolio (see further on pages 62 to 88).

Benefits of the Issue

The Directors believe that the Issue will have the following benefits:

• The Company will be able to repay existing borrowings, thereby freeing up the full extent of its loan facility for further investments in the infrastructure market as these opportunities arise.
• The size of the Issue may be increased affording the Company the flexibility to take advantage of opportunities to invest in Additional Investments that may arise on or prior to Admission. The Directors will consider whether the investment opportunities identified by the Investment Adviser constitute Additional Investments shortly prior to Admission and may increase the size of the Issue at their discretion in consultation with Canaccord Genuity.
• The Directors recognise the importance of pre-emption rights to Shareholders and consequently: (i) as the Issue is not fully pre-emptive are seeking the approval of Existing Shareholders for the Issue and for the disapplication of pre-emption rights in connection with the Issue by way of special resolution at an Extraordinary General Meeting of the Company to be held on 20 March 2013; and (ii) 65,090,675 New Ordinary Shares (or such greater number as may be made available by the Directors in exercising their discretion to scale back the Placing and the Offer for Subscription in favour of the Excess Application Facility) are being offered to Existing Shareholders at the Issue Price by way of the Open Offer.
• The market capitalisation of the Company will increase, and the secondary market liquidity in the Ordinary Shares is expected to be enhanced as a result of a larger and more diversified Shareholder base.
• The Company's fixed running costs will be spread across a larger asset base, thereby reducing the total expense ratio.

Directors' intention to subscribe

As at the date of this prospectus, the Directors intend to subscribe for, in aggregate, 60,000 New Ordinary Shares pursuant to the Issue.

Future investments by the Group

Investment objectives and Investment Policy

The Company seeks to provide investors with long-term distributions, at levels that are sustainable, and to preserve the capital value of its investment portfolio over the long term with potential for capital growth. The progressive distribution policy put in place at launch, which aimed to grow the Company's annual distributions to 7 pence per Ordinary Share by March 2013, has been met, and the Directors believe that an annual dividend of at least 7 pence per Ordinary Share is both achievable and sustainable on an ongoing basis;5 the possibility of paying a distribution in excess of this level will be reviewed regularly by the Board having regard to both the prevailing macro-economic conditions and the operational performance of the Company's portfolio. Based on the Investment Adviser's analysis of the Current Portfolio, the Directors believe that an IRR of approximately 7 per cent.6 is an achievable long-term target in respect of a New Ordinary Share, by reference to the Issue Price of 119.5 pence.

The Group's Investment Policy is to ensure a diversified portfolio which has a number of similarly sized investments and is not dominated by any single investment. The Group will in general seek to acquire Infrastructure Equity with similar characteristics to the Current Portfolio.

The Group's Investment Policy is set out in full on pages 46 to 48 of this prospectus.

Current investment strategy

The Group has, as part of its Investment Policy, an investment strategy which it has applied consistently since May 2009. The investment strategy is primarily focused on operational concessions and projects in the following core infrastructure sectors:

• the main focus remains social and transportation infrastructure (such as PFI/PPP/P3) concessions, predominantly with availability-based contracts and most likely to be operational although projects under construction will be considered;
• of possible secondary interest, but only selectively, are:
• debt funding of infrastructure projects (without taking an equity interest), where attractively priced and appropriately structured;
• toll roads where there is proven demand history and an appropriate risk/return profile;
• regulated utilities and transmission systems, if of an appropriate scale; and
• operational renewable energy projects such as wind farms, solar parks or hydro-electric schemes, where there are suitable contractual structures in place which enable the Group to secure long-term income streams, comparable in nature to those in social infrastructure projects.

Opportunities for portfolio development

The Investment Adviser is continually seeking new infrastructure investments which will allow for development and diversification of the portfolio, while meeting the Group's Investment Policy and having the required financial and risk characteristics to enable the Group to meet its investment targets. The main focus for new investments remains operational social infrastructure concessions, predominantly with availability-based contracts.

As the UK secondary infrastructure market has matured and with the global market evolving, the Investment Adviser is seeing a broader spectrum of potential investment opportunities. With a portfolio of 79 operational investments valued at £1.174 billion as at 31 December 2012, the Company will actively consider investments which enhance the portfolio return without materially diverging from established risk-reward characteristics. These include assets within the Group's wider investment strategy such as assets under construction, operational renewable energy projects, infrastructure debt, toll roads and regulated utilities (including transmission systems). The priority remains enhancing total shareholder return whilst maintaining the appropriate risk mix in the portfolio.

Since April 2012, the Investment Adviser has considered a number of potential investment opportunities in detail, of which 10 new investments were secured. Whilst there is no guarantee that suitable new investments will be found in the future, the Investment Adviser is confident that, through its leading market position, new attractive investment opportunities will be sourced for the Group. The investment process is set out in more detail on pages 91 to 92 of this prospectus.

⁴² Prospectus 2013 5 This is a target only and is not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions whatsoever or that investors will recover all or any of their investments.

⁶ This is a target only and is not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions whatsoever or that investors will recover all or any of their investments.

Geographical diversification

In searching for new opportunities, the Company's current geographic focus involves a proactive approach in the UK, Europe, North America and Australia. The Investment Adviser believes there will be opportunities to acquire further investments in the UK as sponsors continue to sell down their interests in projects and portfolios. In Europe, with the developing growth of PFI/PPP as a procurement method in selected countries, there are a growing number of projects in construction which will become operational in due course. The Investment Adviser believes that, in the same way as in the UK, the sponsors of these projects will want, in due course, to sell their investments. A similar situation is developing in Canada and Australia, where there is a well-developed PPP/P3 procurement process. A more targeted approach is being taken to the Asia Pacific region, with opportunities in developing countries such as India and China not currently being considered, as the Investment Adviser believes these markets are not yet sufficiently developed to provide investments with the appropriate risk profile for the Group.

Follow-on investments

Since launch, the Group has acquired 34 follow-on investments in Project Companies in which it already held an investment. In the Current Portfolio, there are a number of shareholders in many of the Project Companies who may decide to dispose of their stakes in the future and, if this is the case, the Group is well placed to acquire any such stakes.

Introduction

The Company is a limited liability, Guernsey-incorporated, closed-ended investment company and its Ordinary Shares are admitted to the Official List with a premium listing and to trading on the Main Market of the London Stock Exchange. It is also a component of the FTSE 250 Index. An investment in the Company enables investors to access the income stream from a diversified and established portfolio of quality infrastructure investments.

The Company was launched on 29 March 2006 and currently has 976,360,139 Ordinary Shares in issue which are admitted to the Official List and to trading on the Main Market of the London Stock Exchange. As at 22 February 2013, being the latest practicable date prior to the publication of this prospectus, the Company had a market capitalisation of £1.238 billion. The Directors' valuation of the Company's portfolio as at 31 December 2012 was £1.174 billion. The unaudited NAV per Ordinary Share, on an investment basis, as at 31 December 2012, was 115.8 pence (ex-dividend, and 117.6 pence including 1.8 pence of accrued dividend).

The Company has been declared by the GFSC under Section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended) and the Authorised Closed-Ended Collective Investment Schemes Rules 2008 to be an Authorised Closed-Ended Collective Investment Scheme. The Company is authorised and regulated by the GFSC.

The Company's capital and operational structure

The Company was incorporated with an authorised share capital of £100,000 divided into 100 management shares of 0.01 pence each and 999,999,900 unclassified shares of 0.01 pence each.

An extraordinary general meeting of the Company was held on 23 March 2012 at which, inter alia, a special resolution to increase the authorised share capital of the Company to £200,000 divided into 100 management shares of 0.01 pence each and 1,999,999,900 unclassified shares of 0.01 pence each was approved by Shareholders. Subsequently, at the annual general meeting of 25 July 2012, Shareholders approved a special resolution to redeem (at their par value of 0.01 pence each) and cancel the two issued management shares. The authorised share capital of the Company therefore currently comprises £199,999.99 divided into 1,999,999,900 unclassified shares of 0.01 pence each.

Details of the Shareholders' voting rights and their entitlements to dividends and other distributions and on any winding-up of the Company are described in Part X on pages 123 to 132 of this prospectus.

The Company makes its investments via a group structure involving two Luxembourg-domiciled investment companies (structured as SOPARFIs) and an English limited partnership (together the "Holding Entities"). The assets of the Company are therefore held indirectly through the Holding Entities and any subsidiaries wholly owned by the general partner of the English limited partnership on behalf of the English limited partnership. InfraRed Capital Partners Limited (previously HSBC Specialist Fund Management Limited) is authorised and regulated in the UK by the FSA and acts as the Investment Adviser of the Company and as Operator of the Partnership.

The Group invests in infrastructure investments indirectly via the Holding Entities:

• The Company invests in equity and debt of HICL Infrastructure 1 Sàrl ("Luxco 1"), a société à responsabilité limitée established in Luxembourg and qualifying as a SOPARFI under Luxembourg legislation and regulation, which in turn invests in equity and debt of a similar entity, HICL Infrastructure 2 Sàrl ("Luxco 2"). Both Luxco 1 and Luxco 2 (together the "Luxcos") are wholly owned subsidiaries of the Company. The Company controls the investment policies of the Luxcos.
• Luxco 2 is the sole limited partner in the Partnership, an English limited partnership which has a special purpose vehicle as its general partner (the "General Partner"). The General Partner is a wholly owned indirect subsidiary of InfraRed Partners LLP. The General Partner, on behalf of the Partnership, has appointed the Operator as operator of the Partnership. Luxco 2 invests the contributions it receives from Luxco 1 in capital contributions and partner loans to the Partnership, which acquires and holds the infrastructure investments.

The Group's infrastructure investments are registered in the name of the General Partner, the Partnership or wholly owned subsidiaries of the Partnership.

Investment opportunity

The Company offers investors access to income streams from a Current Portfolio of 79 investments with a value of £1.174 billion (being the Directors' valuation as at 31 December 2012). The Group intends to make further infrastructure investments in the future as suitable opportunities arise. The Directors believe that attractive opportunities are likely to arise outside, as well as within, the UK (where the majority of the projects within the Current Portfolio are based).

The Directors and the Investment Adviser believe that an investment in infrastructure assets offers the following features, and that these compare favourably with an investment in other asset classes such as non-infrastructure equities and real estate:

• very low correlation to equity investment and limited exposure to economic and business cycles;
• concessions which generally have central or local government counterparties, providing strong credit quality;
• a growing income stream supported by indexation of contract revenues;
• underlying market demand for infrastructure remaining strong globally, given political and economic imperatives worldwide and public budget constraints;
• relative stability of PFI/PPP/P3 infrastructure assets which contrasts with the volatility in financial markets over the past five years; and
• valuation of social infrastructure projects remaining relatively stable, reflecting the inherent value in the underlying income streams for assets in both primary and secondary markets.

The Directors also believe that an investment in the Company offers investors seeking an investment in infrastructure assets the following benefits:

• a stable level of dividend, with the potential for further growth;
• preservation of the capital value of the investment portfolio with the potential for capital growth;
• a diversified portfolio primarily focused on equity investments in operational yielding assets with a proven track record;
• a portfolio of assets that combine size and type to maintain balance and diversification across the portfolio;
• the Group has the opportunity to purchase further stakes in Current Portfolio projects, giving an opportunity to enhance returns through benefits of scale;
• the Infrastructure Investment Team has strength and depth in key skills deal sourcing, deal structuring and portfolio management – enhancing returns on a low risk basis;
• the Group's underlying projects have long-term amortising debt and do not require refinancing;
• the Company provides investors with a range of timely and relevant information assisting them to understand how the Current Portfolio is performing;
• the Infrastructure Investment Team has a network of contacts and relationships globally from which it will continue to source investment opportunities; and

the Infrastructure Investment Team has experience of working internationally in countries where there are strong opportunities for further investments.

Investment Policy

Investment objectives

The Company seeks to provide investors with long-term distributions, at levels that are sustainable, and to preserve the capital value of its investment portfolio over the long term with potential for capital growth. The Company targets an annual distribution of at least 7 pence per Ordinary Share,7 with the prospect of increasing this figure provided it is sustainable with regard to the portfolio's forecast operational performance and the prevailing macro-economic outlook.

The Company is targeting an IRR of 7 to 8 per cent.8 on the original issue price of its Ordinary Shares in March 2006, to be achieved over the long term via active management, including the acquisition by the Group of further investments to complement the Current Portfolio, and by the prudent use of gearing.

Investment criteria

The Group's Investment Policy is to ensure a diversified portfolio which has a number of similarly sized investments and is not dominated by any single investment. The Group will seek to acquire Infrastructure Equity with similar risk/reward characteristics to the Current Portfolio, which may include (but is not limited to):

• public sector, government-backed or regulated revenues;
• concessions which are predominantly "availability" based (i.e. the payments from the concession do not generally depend on the level of use of the project asset); and/or
• companies in the regulated utilities sector.

The Group will also seek to enhance returns for Shareholders by acquiring more diverse infrastructure investments. The Directors currently intend that the Group may invest in aggregate up to 35 per cent. of its total assets (at the time the relevant investment is made) in:

• Project Companies which have not yet completed the construction phases of their concessions but where prospective yield characteristics and associated risks are deemed appropriate to the investment objectives of the Company. This may include investment in companies which are in the process of bidding for concessions, to the extent that such companies form part of a more mature portfolio of investments which the Group considers it appropriate to acquire; and/or
• Project Companies with "demand" based concessions where the Investment Adviser considers that demand and stability of revenues are not yet established, and/or Project Companies which do not have public sector sponsored/awarded or government-backed concessions; and
• to a lesser extent (but counting towards the same aggregate 35 per cent. limit, and again at the time the relevant investment is made) in limited partnerships, other funds that make infrastructure investments and/or financial instruments and securities issued by companies that make infrastructure investments, or whose activities are similar or comparable to infrastructure investments.

Geographic focus

The Directors believe that attractive opportunities for the Group to enhance returns for investors are likely to arise outside as well as within the UK (where the majority of the projects in the Current Portfolio are based). The Group may therefore make investments in the European Union, Norway, Switzerland, the Americas and selected territories in Asia and Australasia. The Group may also make investments in other markets should suitable opportunities arise. The Group will seek to mitigate country risk by concentrating on investment opportunities in jurisdictions where it considers that contract structures and enforceability are reliable and where (to the extent applicable) public sector obligations carry what the Investment Adviser believes to be a satisfactory credit rating and where financial markets are relatively mature.

⁴⁶ Prospectus 2013 7 This is a target only and is not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions whatsoever or that investors will recover all or any of their investments.

⁸ This is a target only and is not a profit forecast. There can be no assurance that this target will be met or that the Company will make any distributions whatsoever or that investors will recover all or any of their investments.

Single investment limit and diversity of Clients and suppliers

For each new a cquisition made, the Company will ensure that such investment acquired does not have an acquisition value (or, if it is a further stake in an existing investment, the combined value of both the existing stake and the further stake acquired is not) greater than 20 per cent. of the total gross assets of the Company immediately post acquisition. The total gross assets will be calculated based on the last published gross investment valuation of the portfolio plus acquisitions made since the date of such valuation at their cost of acquisition.

The purpose of this limit is to ensure the portfolio has a number of investments and is not dominated by any single investment.

In selecting new investments to acquire, the Investment Adviser will seek to ensure that the portfolio of investments has a range of public sector Clients and supply chain contractors, in order to avoid over-reliance on either a single Client or a single contractor.

Other investment restrictions

The Company is subject to certain investment restrictions pursuant to the Listing Rules which are reflected in the Investment Policy. Such investment restrictions are set out in more detail in Part X on page 118 of this prospectus.

Gearing

The Group intends to make prudent use of leverage to finance the acquisition of investments, to enhance returns to investors and to finance outstanding investment obligations. Under the Articles, the Group's outstanding borrowings, excluding intra-group borrowings and the debts of underlying investee companies but including any financial guarantees to support subscription obligations, are limited to 50 per cent. of the Adjusted Gross Asset Value (meaning the fair market value, without deductions for borrowed money or other liabilities or accruals, and including outstanding subscription obligations) of its investments and cash balances at any time. The Group may borrow in currencies other than GBP as part of its currency hedging strategy.

Amendments

Any material amendments to the Investment Policy will require the approval of Shareholders.

New investments and conflicts of interest

It is expected that further investments will be sourced by the Investment Adviser and it is likely that some of these will be investments that have been originated and developed by, and may be acquired from, the Investment Adviser (or its affiliates) or from a fund managed by the Investment Adviser (or its affiliates). In order to deal with these potential conflicts of interest, detailed procedures and arrangements have been established to manage transactions between the Group, the Investment Adviser (or its affiliates) or funds managed by the Investment Adviser (or its affiliates) (the "Rules of Engagement"). If the Group invests in funds managed or operated by the Investment Adviser (or its affiliates), the Group shall bear any management or similar fees charged in relation to such fund provided, however, that the value of the Group's investments in such funds shall not be counted towards the valuation of the Group's investments for the purposes of calculating the fees/profit share payable to the Investment Adviser or the General Partner (as described on page 90 of this prospectus).

It is possible that in future the Group may seek to purchase certain investments from funds managed or operated by the Investment Adviser (or its affiliates) once those investments have matured and to the extent that the investments suit the Group's investment objectives and strategy. If such acquisitions are made, appropriate procedures from the Rules of Engagement will be put in place to manage the conflict.

Key features of the Rules of Engagement include:

• the creation of separate committees within the Investment Adviser. These committees represent the interests of the vendors on the one hand (the "Sellside Committee") and the Group on the other (the "Buyside Committee"), to ensure arm's length decision making and approval processes. The membership of each committee is restricted in such a way as to ensure its independence and to minimise conflicts of interest arising;
• a requirement for the Buyside Committee to conduct an independent due diligence process on the assets proposed to be acquired prior to making an offer for their purchase;

• a requirement for any offer made for the assets to be supported by a report on the Fair Market Value for the transaction from an independent expert;

• the establishment of "Chinese walls" between the Buyside and Sellside Committees with appropriate information barrier procedures to ensure information that is confidential to one or the other side is kept confidential to that side; and

• the provision of a "release letter" to each employee of the Investment Adviser who is a member of the Buyside and Sellside Committees. The release letter confirms that the employee shall be treated as not being bound by his/her duties as an employee to the extent that such duties conflict with any actions or decisions which are in the employee's reasonable opinion necessary for him/her to carry out as a member of the Buyside or Sellside Committee.

In considering any such acquisition the Directors will, as they deem necessary, review and ask questions of the Buyside Committee and the Group's other advisers, to ensure that the Directors are satisfied that the terms of any such acquisitions are negotiated on an arm's length basis.

Investment performance

Over the period from 29 March 2006 to 31 December 2012, the Net Asset Value per Ordinary Share of the Company increased from 98.4 pence to 117.6 pence (cum-dividend, and 115.8 pence ex-dividend). The Company announced on 11 February 2013 that the Directors' valuation of the Company's portfolio as at 31 December 2012 was £1.174 billion.

The Company made a total first year distribution of 6.1 pence per Ordinary Share, which was ahead of the target of 5.75 pence per Ordinary Share as set out in the launch prospectus, followed by total distributions of 6.25 pence per Ordinary Share, 6.4 pence per Ordinary Share, 6.55 pence per Ordinary Share, 6.70 pence per Ordinary Share and 6.85 pence per Ordinary Share for the financial years ended 31 March 2008, 31 March 2009, 31 March 2010, 31 March 2011 and 31 March 2012 respectively. In November 2012, the Company announced an interim dividend of 3.425 pence per Ordinary Share for the financial year ending 31 March 2013 which was paid on 31 December 2012. On 21 February 2013, the Company announced a second interim dividend of 3.575 pence per Ordinary Share for the financial year ending 31 March 2013. Investors in New Ordinary Shares will not be entitled to receive this dividend in respect of such New Ordinary Shares.

The graph below, together with the accompanying statistics in Table 1, show the Company's total shareholder return from listing on the Official List on 29 March 2006 to 22 February 2013 (being the latest practicable date for the purposes of this document), compared with the equivalent information over the same period in respect of the FTSE AllShare Index, the Investment Companies sector as a whole, and each of the UK High Income and Property closed-end fund subsectors. These demonstrate the high level of performance delivered by the Company to Shareholders, over both the short and long term, when set against competing asset classes.

Source: Thomson Reuters Datastream

Table 1: Shareholder total return since launch

	6mth	1yr	5y	Since HICL launch
HICL	5.48	12.38	43.88	85.48
UK Inv Trusts Total Market ex 3i	15.18	13.68	31.62	37.04
FTSE AllShare Index	12.59	12.98	33.29	40.21
UK Inv Trusts Property	4.02	6.47	5.11	( 16.62)
UK Inv Trusts UK High Income	13.14	16.92	30.38	22.53

Source: Thomson Reuters Datastream. All index figures are on a total return basis in sterling terms to 22 February 2013. HICL Infrastructure Company Limited figures are shareholder total return to 22 February 2013.

Share liquidity

With the Company benefiting from a premium listing on the Official List and from admission to trading on the Main Market of the London Stock Exchange, and with a well-established two-way market for the secondary trading of the Company's share capital, liquidity in the Ordinary Shares is substantial. During the course of 2012, the average monthly turnover in the Company's Ordinary Shares was 47 million or 5.9 per cent. of the Company's average issued share capital over that period. This is equivalent to an average daily turnover in the Company's Ordinary Shares of 2.28 million.

Distribution policy

To date, distributions on the Ordinary Shares have been paid twice a year, in respect of the six month periods to 31 March and 30 September, and have been made by way of dividend. Subject to market conditions, this is expected to continue. The Company may also make distributions by way of capital distributions (or otherwise in accordance with the Law and the Articles) as well as, or in lieu of, by way of dividend if and to the extent that the Directors consider this to be appropriate.

Further to Shareholder approval obtained at the Company's last annual general meeting, the Company may offer a scrip dividend alternative, issuing new Ordinary Shares in lieu of a dividend to those Shareholders who elect to receive the same. As at the date of this prospectus, it is the intention of the Directors to continue to seek Shareholder approval at each annual general meeting to offer a scrip dividend alternative.

The New Ordinary Shares will, when issued and fully paid, rank equally in all respects with the Existing Ordinary Shares currently in issue, including the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue. For the avoidance of doubt, Investors in the New Ordinary Shares will not be entitled to receive the second interim dividend of 3.575 pence per Ordinary Share for the financial year ending 31 March 2013.

The Directors intend that the Company will generally restrict distributions (by way of dividend or otherwise) to the level of Distributable Cash Flows, and dividends to the level of income from the Group's investments, as recognised in the relevant financial year. The Directors may, where they consider this to be appropriate in respect of acquisitions where such assets are not fully cash generative, distribute as dividend an amount up to the level of the Group's gross income, i.e. in excess of Distributable Cash Flows.

Project Companies which are operational usually make distributions to the Group twice a year, and occasionally these payments may be received shortly after a period end due to timing of payment process. The Directors intend to include such amounts in Distributable Cash Flows where it is clear these payments relate to the period concerned.

A proportion of Distributable Cash Flows includes cash receipts from the repayment of the subordinated debt element of the Infrastructure Equity in Project Companies in which the Group invests. This is because the Directors believe that the value of the future cash distributions expected to be made by such Project Companies in the final years of their concessions should be sufficient to preserve the capital value of the investments until those cash distributions commence.

Subject to market conditions, it is intended that distributions will be paid as interim dividends.

The Company retains the discretion to reinvest the capital proceeds of any investments which are transferred or sold by the Group during the life of the Company.

Borrowings

In February 2012, the Partnership took out a £150 million multi-currency revolving credit facility (the "Facility") with the Royal Bank of Scotland plc and National Australia Bank Limited to replace the previous credit facility which was due to expire in December 2012. The Facility was split into two tranches: a £50 million tranche with an 18 month term and a £100 million multi-currency tranche with a 3 year term repayable on 28 February 2015. The Group subsequently cancelled the £50 million tranche. The £100 million multi-currency tranche is made up of a €50 million Euro tranche, a CAN\$35 million Canadian dollar tranche and a €42 million multi-currency tranche with Euros as its base currency and may be utilised by way of cash advances denominated in the respective currencies of the tranches or, in respect of the multi-currency tranche only, in cash advances in Euros or optional currencies (subject to certain limits) or by the issue of letters of credit. Further details of the Facility are set out in Part X on page 135 of this prospectus.

Currency and hedging policy

A portion of the Group's underlying investments may be denominated in currencies other than GBP. For example, a portion of the Current Portfolio is denominated in Euros and Canadian dollars. Any dividends or distributions in respect of the Ordinary Shares however will be made in GBP, and the market prices and Net Asset Value of the Ordinary Shares will be reported in GBP.

Currency hedging has been managed on a balance sheet basis through the forward sale of Euros and Canadian dollars and by debt drawings in Euros and Canadian dollars under the Group's credit facility. This has minimised the volatility in the Group's NAV from foreign exchange movements. Having drawn under the Facility to a very limited extent, the Group has undertaken increased hedging of investment income from overseas assets through the forward sale of the respective foreign currency and reduced the balance sheet hedge. The net effect of these changes is expected to give more yield certainty and to limit NAV per share sensitivity to 1.0p for a 10 per cent. forex movement.

Interest rate hedging may be carried out to seek to provide protection against increasing costs of servicing Group Debt drawn down to finance investments. This may involve the use of interest rate derivatives. Currency and interest rate hedging transactions will only be undertaken for the purpose of efficient portfolio management and will not be carried out for speculative purposes.

Financial information and reports to Shareholders

The Group's annual reports are prepared up to 31 March each year and copies are sent to Shareholders in June of that year. Shareholders also receive unaudited interim reports covering the six month period to 30 September in each year. The annual general meeting of the Company is held in Guernsey in each year, the most recent having been held on 25 July 2012.

The audited accounts of the Group are drawn up in GBP and prepared under IFRS. Under IFRS, the Group prepares an income statement which, unlike a statement of total return, does not differentiate between revenue and capital. The Group's management and administration fees, finance costs and all other expenses are charged through the income statement. The Group's accounts consolidate the Partnership and therefore, under IFRS rules, certain interests in Project Companies are consolidated. In addition, fair value changes of equity investments in Project Companies are recognised in the Group's income statement. The Group's accounts include a pro forma statement illustrating the Group's income account and balance sheet on an investment basis rather than a consolidated basis in order to provide Shareholders with a more meaningful representation of the Group's net asset value, its capacity for investment and its capacity to make distributions.

In October 2012 revised IFRS standards were issued (Investment Entities – Amendments to IFRS 10, IFRS 12 and IAS 27) to address the consolidation of investments held by investment companies. These revised accounting standards may allow the Group in the future to prepare IFRS financial statements which do not consolidate subsidiaries in a similar manner to the Group's current pro-forma investment statements. The Group and its advisers welcome these proposals and expect that these revised standards will apply to the Group, and anticipate adoption of these standards in respect of the year ending March 2014 following their official adoption by the EU.

Shareholder communication

The Company and the Investment Adviser, in conjunction with Canaccord Genuity, have developed a format and programme of regular investor briefings. These have to date included:

• a website with Current Portfolio data, quarterly fact sheets and past trading information;
• interim and annual reports;
• investor presentations, and meetings with Shareholders who wish to meet with the Company at least twice a year;
• site visits and case studies to assist in explaining how a single project is structured and performs financially;
• investor lunches and dinners, being an opportunity to meet the Board and the Infrastructure Investment Team; and
• broker conferences.

Valuations

The Investment Adviser is responsible for carrying out the fair market valuation of the Group's investments which is presented to the Directors for their approval and adoption. The Directors receive a report and opinion from an independent third party, with considerable expertise in valuing these types of investment, at each valuation date. The valuation is carried out on a six monthly basis as at 31 March and 30 September each year. The valuation principles used in such methodology are based on a discounted cash flow methodology, and adjusted for EVCA (European Private Equity and Venture Capital Association) guidelines where appropriate to comply with IAS 39, given the special nature of infrastructure investments. In circumstances in which an investment was traded, a market quote would be used.

This is the same methodology as was used at the time of launch and has been used at each subsequent six month reporting period.

Fair value for each investment is derived from the present value of the investment's expected future cash flows, using reasonable assumptions and forecasts, and an appropriate discount rate. The Investment Adviser exercises its judgement in assessing the expected future cash flows from each investment. Each Project Company produces detailed concession life financial models and the Investment Adviser typically takes, inter alia, the following into account in its review of such models and makes amendments where appropriate:

• due diligence findings where current (e.g. a recent acquisition);
• outstanding subscription obligations or other cash flows which are contractually required or assumed in order to generate the returns;
• project performance against milestones;
• opportunities for financial restructuring;
• changes to the economic, legal, taxation or regulatory environment;
• claims or other disputes or contractual uncertainties; and
• changes to revenue and cost assumptions.

Discount rates used for valuing each investment are based on the appropriate long-dated government bond yield (derived from the relevant government bond or gilt) and a risk premium. The risk premium takes into account risks associated with the financing of a project such as project risks (e.g. liquidity, currency risks, market appetite) and any risks to project earnings (e.g. predictability and covenant of the concession income), all of which may be differentiated by project phase.

The Investment Adviser uses its judgement in arriving at the appropriate discount rate. This is based on its knowledge of the market, taking into account intelligence gained from its bidding activities, discussions with financial advisers in the appropriate market and publicly available information on relevant transactions.

	Launch	31 March 2007	31 March 2008	31 March 2009	31 March 2010	31 March 2011	31 March 2012	30 Sept 2012	31 Dec 2012
Directors' valuation (million)	£250.4	£342.0	£437.9	£445.7	£501.3	£673.1	£902.0	£1,015.9	£1,174.1
Discount rate range	N/A	6.5% to 9.0%	7.0% to 12.0%	7.8% to 22.4%	8.4% to 13.2%	7.8% to 10.0%	8.2% to 11.0%	8.1% to 10.0%	8.0% to 10.0%
Weighted average discount rate1	8.0%	Not disclosed	7.4%	8.1%	8.7%	8.7%	8.6%	8.5%	8.4%

The Directors' valuation of the Group's portfolio of investments since launch has been as follows:

¹ Excluding Kemble Water

The Investment Adviser, on behalf of the Company, calculates the Net Asset Value of an Ordinary Share as at 31 March and 30 September each year and this is reported to Shareholders in the Company's annual report and interim financial statements. All valuations made by the Investment Adviser are made, in part, on valuation information provided by the Project Companies in which the Group has invested. Although the Investment Adviser evaluates all such information and data, it may not be in a position to confirm the completeness, genuineness or accuracy of such information or data. In addition, the financial reports typically provided by the Project Companies are provided only on a quarterly or half yearly basis and generally are issued one to four months after their respective valuation dates. Consequently, each half yearly Net Asset Value contains information that may be out of date and require updating and completing. Shareholders should bear in mind that the actual Net Asset Values at such time may be materially different from these half yearly valuations.

The Directors do not envisage any circumstances in which valuations will be suspended.

Life of the Company

The Company has been established with an unlimited life.

Tap issues

The Ordinary Shares have traded at a premium to NAV since April 2009. To regulate the premium at which the Ordinary Shares were trading, and to provide additional funding, the Company has issued 88,347,221 Ordinary Shares by way of tap issues since 31 March 2012. The Directors will continue to monitor the price at which the Ordinary Shares are trading going forward and may seek to issue further Ordinary Shares in the future.

Pre-emption rights

In accordance with the requirements of the Listing Rules in relation to companies with a premium listing, the Company's Articles give Existing Shareholders pre-emption rights over any issue of further shares of a class held by such Existing Shareholders. The pre-emption rights may be disapplied pursuant to a special resolution of Shareholders.

An Extraordinary General Meeting of the Company has been convened for 20 March 2013 at which, inter alia, two special resolutions will be put to the Shareholders in connection with the disapplication of pre-emption rights. One resolution will seek approval for the Issue and for the issue of up to 140 million New Ordinary Shares on a non pre-emptive basis, being the maximum number of Ordinary Shares that could be issued pursuant to the Issue. Such approval will expire on 31 May 2013 regardless of whether any New Ordinary Shares have been issued before that time and will be limited to the allotment of New Ordinary Shares pursuant to the Issue.

The other resolution will, if approved, allow the Directors to allot Ordinary Shares for cash without first offering them to existing Shareholders on a pro rata basis following the Issue. The limit on the number of Ordinary Shares which may be so allotted will be such number as represents 10 per cent. of the Ordinary Shares in issue immediately following the completion of the Issue (or, if the Issue does not proceed, the date of the publication by the Company of an announcement to this effect). The power is intended to provide the Company with greater flexibility in funding acquisitions (other than acquisitions funded by the proceeds of the Issue) during the period following the Issue, before Shareholders are next consulted on the disapplication of pre-emption rights at this year's annual general meeting of the Company (expected to be held in July 2013). Accordingly, such power, if approved, will expire on the conclusion of the next annual general meeting of the Company.

Discount control

Purchase of Ordinary Shares by the Company in the market

At the annual general meeting of the Company held on 25 July 2012, a special resolution was passed authorising the Company (subject to the Listing Rules and all other applicable legislation and regulations) to make market purchases of up to 14.99 per cent. per annum of its issued Ordinary Shares for the purpose of addressing any imbalance between the supply of and demand for the Ordinary Shares, to assist in minimising any discount to Net Asset Value at which the Ordinary Shares may be trading and to increase the Net Asset Value per Ordinary Share.

As with prior years, the Directors intend to seek a renewal of this authority from Shareholders at each annual general meeting of the Company. Purchases of Ordinary Shares will be made within guidelines established from time to time by the Directors. The timing of any purchases will be decided by the Directors in light of prevailing market conditions. However, such purchases will only be made in accordance with applicable law and the Listing Rules in force from time to time or any successor laws, rules or regulations. The Listing Rules currently provide that where the Company purchases its Ordinary Shares the price to be paid must not be more than 105 per cent. of the average of the market values of the Ordinary Shares for the five Business Days before the purchase is made or, if higher, the higher of the latest independent trade and the highest current independent bid.

Tender offers

Additionally, in order to further minimise the risk of the Ordinary Shares trading at a discount to Net Asset Value and to assist in the narrowing of any discount at which the Ordinary Shares may trade from time to time, the Company may make tender offers from time to time. As such, subject to certain limitations (set out below) and the Directors exercising their discretion to operate the tender offer on any relevant occasion, Shareholders may tender for purchase all or part of their holdings of Ordinary Shares for cash. It is envisaged that the tender offers will be effected such that the tender offer calculation date (the "Calculation Date") will be 30 September of the relevant year (or the following Business Day). The price at which Ordinary Shares will be purchased will be the prevailing Net Asset Value per Ordinary Share as at the close of business on the relevant Calculation Date, subject to a discount of 3 per cent. (to cover, inter alia, the costs of the tender offer). Tender offers will, for regulatory reasons, not normally be open to Shareholders in Australia, Canada, Japan, South Africa or the United States of America.

Implementation of a tender offer is subject to prior Shareholder approval. Renewal of the repurchase authority will be sought at each annual general meeting. In determining whether to operate a tender offer at any particular time, the Directors will, inter alia, take into account whether the Company has sufficient cash available to it at such time.

In order to implement a tender offer, a market maker selected by the Board will, as principal, purchase the Ordinary Shares tendered at the tender price and will sell the relevant Ordinary Shares on to the Company at the same price by way of an on-market transaction unless the Company has agreed with the market maker that the market maker may sell any of the Ordinary Shares in the market. The terms and conditions, and in particular those relating to Excluded Overseas Shareholders, upon which it is intended that each tender offer will be implemented will be sent to Shareholders at the relevant time. The tender offers will be conducted in accordance with the Listing Rules and the rules of the London Stock Exchange.

Investors should note that the operation of the tender offers is entirely discretionary and they should place no expectation or reliance on the Directors exercising such discretion on any one or more occasions in respect of Ordinary Shares or on the number of Ordinary Shares which may be the subject of a tender offer.

Investors should not expect that they will necessarily be able to realise, within a period which they would otherwise regard as reasonable, their investment in the Company, nor can they be certain that they will be able to realise their investment on a basis that necessarily reflects the value of the underlying investments held by the Group.

What is infrastructure?

Infrastructure investments are generally defined as investments in assets that provide essential services to society. Infrastructure investments fall into different sectors with different risks/returns associated with them and are broadly categorised between social and economic infrastructure (see below). In addition, the infrastructure asset class can be further segmented between primary (capital growth) and secondary (operational and yielding) assets. A subset of economic infrastructure is renewable energy infrastructure projects, wherein the revenue stream is a function of the electricity generated and the tariff/contractual payment regime.

Social infrastructure

Social infrastructure assets are generally procured and funded by the public sector to provide services for the general public through long-term PFI/PPP/P3 concessions and other government programmes. The preferred model for remuneration is through Client availability payments linked to service performance and availability of the asset for use (e.g. by teachers and pupils at a school). Assets in this sector include education, healthcare, prisons, court houses, public sector buildings and public order training facilities. It can also include transportation assets where the revenue is paid by the procuring Client.

Economic infrastructure

Economic infrastructure supports economic development and commerce as well as the movement of goods and people. It includes transportation assets and regulated utilities. Transportation assets include toll transport links (roads, bridges, tunnels), seaports, airports, heavy and light railways and bulk transport terminals. Regulated utilities include electricity/gas transmission, electricity/gas distribution, water and waste water utilities and water and waste water treatment. Usually a long-term concession is let, but equally the asset can also be sold outright through privatisation. End-user payments finance the ongoing operations, maintenance and capital/acquisition costs of the assets. Other broader examples of economic infrastructure may include communications infrastructure (fixed line networks, mobile towers, satellite systems, broadcast facilities and cable networks), ferries, oil and gas pipeline/storage, merchant power generation, energy trading, car parks, and motorway service stations.

Renewable energy projects

Substantial political, economic, social and environmental drivers have emerged that underpin the commercial investment opportunity in renewable energy infrastructure. These include increasing concern about sources of energy supply and energy security, scarcity of key natural resources, and climate change, leading to a drive towards a lower carbon economy. Examples of renewable energy infrastructure projects include solar electricity generation, wind farms and hydroelectric power schemes. These projects tend to have revenues either based on agreed feed-in tariffs or other contractual mechanisms to ensure that, provided electricity is generated, the revenue earned is known. Properly structured renewable energy projects can produce long-term stable investment cash flows in a similar way to social and economic infrastructure assets.

Infrastructure Project Companies

In an infrastructure project, a private sector consortium (usually comprising a construction company, an operator and financial investors) will form a new Project Company which bids for a concession contract from a procuring Client (typically in the public sector). If successful in its bid, the Project Company is appointed by the Client to be responsible for the financing and construction of an infrastructure asset such as a hospital, school or transport link, and its long-term maintenance and operation in accordance with agreed service standards. The operational services for which the Project Company is responsible are typically low technology, such as cleaning, catering, maintenance, operation and security. Core "delivery" services such as teaching or medical care are typically retained by the public sector rather than being provided by the private sector.

Although the Project Company is responsible for the construction of the infrastructure asset, it does not usually have full ownership rights over the asset (some rights being retained by the procuring Client). The Project Company does, however, have various valuable rights under the long-term concession contract including the right to receive the revenue represented by that contract subject to performance of its obligations and/or proper provision of the required services.

At the outset of the project, the Project Company generally subcontracts the majority of its obligations to third parties, often for the duration of the concession. The Project Company seeks to pass on to those third parties the various risks associated with providing the construction and operational services, subject to appropriate liability and indemnity provisions in the subcontracts. In some instances, the Project Company may perform the operation and maintenance of the asset itself.

The Project Company funds the initial project costs, including the cost of the construction of the infrastructure asset, through a mixture of: (i) long-term senior debt contributed by banks or through the issue of bonds; and (ii) Infrastructure Equity contributed by the financial investors and other consortium members participating in the Project Company. From time to time the public sector may also provide some of the funding itself or contribute a subsidy to the capital cost.

In the case of public sector concessions, the projects are able to support significant leverage. The long-term senior debt typically constitutes between 70-90 per cent. of the relevant Project Company's initial funding, with the balance being provided by Infrastructure Equity. This level of senior debt is generally available because the Project Company's income stream is payable by public sector or equivalent bodies with low counterparty risk, and because the Project Company has contractually allocated a number of key risks that might affect its income stream to subcontractors who have sufficient financial resources and experience to bear those risks. The senior debt is secured, inter alia, on the assets of the Project Company (including the concession contract but generally excluding any land, structures or buildings).

Infrastructure revenue streams and returns to equity

Once the infrastructure asset has been built, and provided the agreed service levels are met, the Client or end users make regular payments to the Project Company for the remainder of the concession (typically 20 – 50 years). These payments are often categorised as either "availability" based, "demand" based, or "feed-in", depending on the nature of the project:

• "Availability" based projects entitle the Project Company to receive regular payments from the Client to the extent that the project asset is "available" for use in the manner and to the standard agreed (e.g. it is decorated, functioning, clean and heated). Availability payments are most closely associated with social infrastructure projects, although this payment method is also being used on roads, railways and light rail schemes.
• "Demand" based projects entitle the Project Company to receive payments correlated to the level of usage of the project asset. For example, in the case of a toll road concession, payment is in the form of user-paid tolls.
• "Shadow toll" projects are normally publicly procured roads, where the revenues paid by the public sector Client vary depending on the volume of traffic using the road. The payment regime may include a number of traffic volume bands, with the lowest band attracting the highest tariff rate, and the highest band attracting the lowest (often zero). Traffic usage is measured and payment by the Client may be based on both the number of vehicles in each traffic band and vehicle type. When traffic volumes are in the higher bands (i.e. with the lowest rate), revenue is generally relatively insensitive to changes in traffic volumes. There are several shadow toll roads in the UK and other countries. Certain transport projects have a payment mechanism that includes both an availability-based payment and a shadow toll payment. In the case of a "steady flow" road project, the Project Company is paid by the public sector Client according to how steadily the traffic is travelling and deductions are levied if traffic congestion builds up.
• "Feed-in" payment arrangements are normally found in renewable energy projects where, provided the electricity is produced, the Project Company will receive a predictable income based on either a contractual tariff or similar arrangement.

Regulated utilities typically represent investments in existing monopoly businesses and offer few opportunities for volume growth but deliver an essential service with little to no demand risk, and little underlying sensitivity with the economic cycle. A regulated utility therefore may offer stable cash flows that are only susceptible to regulatory review.

The payments received by a Project Company from its Client or end users are used to remunerate the Infrastructure Equity investment in the Project Company once the senior debt service, operating costs and other expenses of the Project Company have been met.

Table 2: Illustrative cash flow characteristics of Project Companies (with availability-type income)

Source: InfraRed

As shown in the above table, capital in the form of Infrastructure Equity is committed to finance the construction phase of a project. Senior debt tends to be drawn first, and Infrastructure Equity subscription amounts are typically drawn towards the end of the construction phase. Positive investment cash flow or "income" from an investment in a Project Company is typically received once the project is operational. "Income" from the investment is received in the form of: (i) interest payments on subordinated debt; (ii) repayment of subordinated debt capital; and (iii) dividend payments. Part of the "income yield" received by Infrastructure Equity investors typically therefore will comprise a capital repayment.

Dividend payments by a Project Company tend to be concentrated later in the project life, especially in the last few years once senior debt is fully repaid. This is illustrated in the increase in the cash flows shown in Table 2 above. The present value (on a discounted cash flow basis) of these residual cash flows should be significant enough to largely preserve the capital value of the Project Company, until the distribution of these residual cash flows commences. This is illustrated in the increase in future cash flows shown in Table 4 below on page 62.

Inflation protection characteristics

Returns on Infrastructure Equity tend to vary as inflation rates vary. In calculating the expected future cash flows of the Current Portfolio, long-term inflation rates need to be assumed for each Investment. In the case of the UK investments, the Group's current assumptions as at 31 December 2012 are that RPI (and RPIx) over the long term will be (on an annual basis) 2.75 per cent. per annum. To assist investors, the Investment Adviser has produced in the Company's results a sensitivity analysis on how the valuation of the portfolio varies with changing key economic assumptions (see the interim results of the Company to 30 September 2012, available on the website www.hicl.com). In the case of inflation, an increase or decrease of 1 per cent. over or under the assumed annual rate (for each and every year to the end of each project's concession) would result in an increase or decrease respectively in the Directors' valuation of the Company's portfolio as at 31 December 2012 of approximately 6 per cent.

This impact on Infrastructure Equity returns is the result of the net effect of inflation on the revenues and the costs of the Project Company. The revenues and components of the cost base of Project Companies will typically be fixed in real terms under long-term contracts and then increased over time with reference to specific inflation indices. At the outset these arrangements are structured so as to achieve, as far as possible within other constraints, a matching of the indexation of the revenue with the indexation of the cost base so as to provide a measure of protection of the real Infrastructure Equity returns against movements in inflation.

The sensitivity of Infrastructure Equity returns to inflation varies between projects but, generally, lower rates of inflation than assumed in the base case will lead to lower nominal returns. Conversely, higher rates of inflation will lead to increased nominal returns, although this may only occur over the longer term. This is because in some projects in the early years of a concession the Project Company may have insufficient distributable profit reserves to pay dividends out of the additional cash generated by incremental inflation. The beneficial effect of inflation on returns may therefore be deferred until dividends are payable.

Relatively low risk associated with cash flows from mature Infrastructure Equity investments

Subject to the relevant risk factors identified in the section entitled "Risk Factors" at pages 17 to 29 of this prospectus, the cash flows from Infrastructure Equity investments in projects that have completed their construction phases and are operational are relatively predictable. For infrastructure projects with "availability" based income streams (such as PFI/PPP/P3 schemes), provided that pre-determined contractual standards are met, the Project Company is entitled to receive a pre-determined and usually inflation-linked revenue stream, thereby giving significant protection from economic cycles and competitive pressures.

In the case of "demand" based projects, whilst income streams are inherently less certain due to volatility in, for example, traffic volumes, rigorous research and modelling, together with trading history where available, should enable income streams to be predicted with a reasonable degree of accuracy.

For renewable energy projects, the "feed-in" revenue is a function of the electricity generated. This is dependent on wind speed and duration in the case of wind farms, hours of sunshine and solar panel efficiency in the case of solar parks, and water flow and volume in the case of hydro-electric schemes. Because the tariff regime is contractual and there are good sources of historical climate data available, the revenue from these types of projects can be forecast with a reasonable degree of accuracy. Unlike "demand" based projects, renewable energy projects are not correlated with economic cycle.

Certainty of operating and capital costs is also important in being able to forecast Infrastructure Equity returns. In the case of social infrastructure projects, the majority of the costs associated with a project are contractually pre-determined at its outset. This includes the debt funding which is normally secured for the majority of the concession, so that social infrastructure projects rarely require refinancing to meet their base case investment objectives. Renewable energy projects also tend to have long-term debt as part of their initial funding and, again, the operating costs are either contracted at the start of the concession or are predictable based on operating experience.

Background to the social infrastructure market

The PFI concept was established in the UK in 1992 when the Conservative Government launched the PFI in an attempt to increase the involvement of the private sector in the procurement of public infrastructure assets and avoid poorly conceived projects, cost overruns and delays. After a slow start, the PFI/PPP policy gained momentum from 1995 onwards. It was adopted and developed from 1997 by the Labour Government, and became an established method of UK procurement for social infrastructure.

In the UK, according to the NAO Report "Private Finance Projects" published in October 2009, there were, as at September 2009, over 500 operational PFI projects in England, with a capital value in excess of £28 billion. There are also hundreds of other types of PPPs, which have a capital value of £18 billion. According to the PPP Forum website, over the past 15 years some 600 projects with a capital value of over £60 billion have been signed. This includes almost 100 hospital schemes, over 100 education projects covering more than 800 schools, 43 transport projects and over 300 other operational projects in sectors such as defence, leisure, culture, housing and waste.

Having been developed in the UK, the use of private sector finance to fund new social infrastructure has been adopted by a number of countries around the world, including in Europe, Canada, and Australia. Each country is developing its own programme of new social infrastructure projects, adapting the UK model to suit their needs and legislative frameworks.

Outlook for the social infrastructure market

The market in PFI/PPP investments is generally divided into a primary market and a secondary market. The primary market involves an investment in a Project Company made at the outset of a PFI/PPP project and normally entails the investor providing new equity funds that contribute to the financing of the project's construction. The secondary market typically involves the transfer of an investment in an existing Project Company to a new investor. In most cases a secondary market transaction involves a project that has completed or nearly completed the construction phase of its concession and which will often have begun to provide operational services.

Investments in these mature infrastructure projects are now being traded between investors (including specialist investment funds) either as single investments or aggregated into portfolios. These developments have helped to create a more liquid market in infrastructure investments.

Outlook in the United Kingdom

In December 2012, the Government published its Infrastructure Plan 2012 (being an update to the 2010 and 2011 Plans) and is actively seeking private sector investors to help fund the £310 billion of proposed expenditure. Most of the Plan relates to new economic infrastructure, although there is still a need for new social infrastructure in sectors like education, social housing and waste.

From statements made by the UK Government and ministers, it is clear that infrastructure investment remains a key Government priority, and that private sector capital will play a key role in its funding. However, in recent years, the UK Government has been under pressure to address the significant debt burden of the UK, leading to cuts in all areas of public spending. In relation to signed PFI projects, HM Treasury issued guidance to the public sector in July 2011 to ensure existing contracts were properly managed, assets procured under PFI projects were fully utilised, and that where appropriate, cost savings were agreed between the contracting parties. Since then, the Group has been engaged with public sector Clients wishing to implement this guidance and where cost savings have been identified, they relate to the scope of the facilities management services provided.

The number of PFI or PPP type projects that have completed their construction phases and are operational is growing. Using data from the HM Treasury website, as at March 2012, just under 700 projects are now receiving annual income (source: HM Treasury: "PFI signed projects list March 2012" – summation of those projects in the schedule which received contractual income in 2011/12 year). As the Group tends to acquire operational social infrastructure projects which are through their construction phases, the number of operational projects gives an indication of the pool of potential investment opportunities, assuming existing investors in these projects wish to sell at some point.

Additionally, HM Treasury launched a revised procurement model, PF2, in December 2012. The aims of the PF2 model are to strengthen the partnership between public and private sectors, improve the procurement process, increase the flexibility of service provision, increase transparency of performance, improve value for money by appropriate risk allocation, increase the sources of funding and deliver value for money (source: HM Treasury website). It is likely that PF2 will be used initially on the Priority School Building programme.

Outlook in Europe

In Europe, the value of PPP transactions reaching financial close in 2011 totalled €17.9 billion, and was €6.0 billion in the first half of 2012 (source: EPEC Market Update: Review of the European PPP Market). As Table 3 below shows, the volume of PPP projects signed in the period 2005 to 2008 was on average above €25.0 billion per annum and, as these projects complete their construction phases and become operational, this will create further potential acquisition opportunities for the Group.

Table 3: European PPP Market 2003 – H1 2012 by Volume and Number of Projects

Source: European PPP Expertise Centre

Background to the renewable energy infrastructure market

Renewable energy law and policies are mainly geared towards encouraging incentives to reach specific levels of renewable energy as a proportion of total energy use (for example, the EU has a target of 20 per cent. renewable energy by 2020 agreed in a Directive on renewable energy, to be shared between member states under national targets) and removing barriers to the development of renewable energy (e.g. by facilitating access to grid networks). The International Renewable Energy Agency (IRENA) was also launched in January 2009 to help countries improve their renewables capacity.

There are a number of different forms of incentives and assistance for renewable energy, including "feed-in" tariffs where electricity producers are guaranteed the offtake of their electricity at a fixed price (typically above market rates) or tradeable certificate schemes (e.g. in the UK the Renewables Obligation Certificate (ROC) system, which provides for electricity suppliers to supply specified levels of renewable-source electricity or pay buy-out prices which are then recycled to scheme participants). Other types of incentive include tax credit schemes, such as those used in the US.

In order for this type of investment to produce predictable income streams, there needs to be stability in the forms of financial incentives and assistance given. Where governments decide to change these incentives for projects already contracted (as has happened in some EU countries in the last 18 months), this causes uncertainty and can materially affect a renewable project's financial forecast. For this reason, the Group is not actively considering new investments in the renewable energy sector at the present time, but will remain opportunistic when the risk/return conditions for investment are favourable and appropriate for the Group.

The Directors and the Investment Adviser believe that the market in infrastructure investments is continuing to grow and will provide a suitable background against which the Group will be able to make new investments within its target sectors in the future as well as generate returns from the Current Portfolio.

Part IV The Current Portfolio

The Current Portfolio

The Current Portfolio consists of Infrastructure Equity in 79 Project Companies in the accommodation, education, health, transport, utilities, fire and law and order sectors. It includes accommodation projects for the UK Home Office, Health and Safety Executive and the Ministry of Defence, a number of hospitals, schools, and police projects, a Ministry of Defence helicopter training facility (all of which are based in the UK), two Canadian P3 road projects, two Irish PPP projects, and the DHSRL project in the Netherlands. As at 31 December 2012, the weighted average project concession length remaining in the portfolio was 22.4 years.9

All projects in the Current Portfolio have completed their main construction phases and are fully operational.

Table 4: Illustration1 of expected future cash flows to be received by the Group from the Current Portfolio

Source: Investment Adviser

¹ The illustration represents a target only and is not a profit forecast. There can be no assurance that this target will be met.

² The illustration assumes a Euro to Sterling exchange rate of 0.81, a Canadian dollar to Sterling exchange rate of 0.62 and a weighted average discount rate of 8.4 per cent. per annum. These and the value of the Group's portfolio may vary over time.

³ The valuation is of the Current Portfolio of 79 investments and does not include other assets or liabilities of the Group, and assumes that during the period illustrated above, (i) no new investments are purchased, (ii) no existing investments are sold and (iii) the Group suffers no material liability to withholding taxes, or taxation on income or gains.

As shown in Table 4 above, cash flows from the Current Portfolio comprise: (i) interest payments on subordinated debt; (ii) repayment of subordinated debt; (iii) dividend payments; and (iv) fees (including directors' fees) paid by Project Companies to the Group.

Long-term income phase

During the "long-term income phase" illustrated above it is expected that the Company will pay dividends (as set out in the section headed "Distribution Policy" above) and that such dividends will generally be covered by the Group's Distributable Cash Flows. The Directors believe that the value of future cash flows expected from the Project Companies in the capital repayment phase will preserve the capital value of those investments and therefore Net Asset Value.

Capital repayment phase

During the "capital repayment phase" illustrated above, the Net Asset Value of the Group is depicted to fall because the Group would expect to be returning capital to Shareholders by making capital distributions as well as or in lieu of dividend payments.

Future cash flow

It should be noted that Table 4 above is an illustration. In practice, there are risks associated with the cash flows depicted above, and prospective investors should refer to the section entitled "Risk Factors" at pages 17 to 29 of this prospectus. However, there are also circumstances under which investment performance may exceed the level depicted above, and in particular where the Group may be able to increase the level of cash flow achieved from its Current Portfolio investments via, inter alia, enhancements to the value of its investments (see the section headed "Investment Policy" above), and the making of new investments to increase and extend the Group's future cash flows.

Interests comprising the Current Portfolio

A breakdown of the interests in each investment, as at the date of this prospectus, comprising the Current Portfolio is set out below.

Table 5: Breakdown of interests comprising the Current Portfolio by Project Company

A. Investments as at 31 December 2012
		Group Holdings		Percentage
Project	Equity	Subdebt	Mezzanine Debt	of Portfolio1
Ten largest investments
Birmingham Hospital	30.0%	30.0%		3.3%
Colchester Garrison	56.0%	56.0%		4.5%
Connect PFI	28.5%	28.5%		5.0%
Dutch High Speed Rail Link	43.0%2	43.0%		6.5%
Edinburgh Schools	100.0%	100.0%		3.2%
Home Office Headquarters	100.0%3	100.0%		8.2%
M80 DBFO Road	50.0%	50.0%		2.8%
Oxford John Radcliffe Hospital	100.0%	100.0%		3.0%
Pinderfields and Pontefract Hospitals	50.0%	50.0%		2.8%
Queen Alexandra Hospital	100.0%	100.0%		5.8%
Sub total1				45.1%

¹ Based on the Directors' valuation (unaudited) of £1.174 billion as at 31 December 2012.

² The Group retains the beneficial interest in the shares of the Project Company but the legal title is held by the project security trustee.

³ This is a rounded-up figure as a subsidiary of the Bouygues group has retained one share.

		Group Holdings		Percentage
Project	Equity	Subdebt	Mezzanine Debt	of Portfolio1
Remaining Investments
A249	50.0%	50.0%
A92 Road	50.0%	50.0%
Barking & Dagenham Schools	85.0%	100.0%
Barnet Hospital	100.0%4	100.0%
Birmingham & Solihull LIFT	30.0%	44.0%
Bishop Auckland Hospital	36.0%	37.0%	100.0%
Blackburn Hospital	100.0%	100.0%
Blackpool Primary Care	75.0%	75.0%
Boldon School	100.0%	100.0%
Bradford Schools BSF (Phase II)	34.0%	34.0%
Brentwood Community Hospital	75.0%	75.0%
Central Middlesex Hospital	100.0%5	100.0%
Conwy Schools	90.0%	90.0%
Cork School Of Music	50.0%	50.0%
Croydon School	100.0%	100.0%
Darlington Schools	50.0%	50.0%
Defence Sixth Form College	45.0%	45.0%
Derby Schools	80.0%	80.0%
Doncaster Mental Health Hospital	50.0%	50.0%
Dorset Fire & Rescue	100.0%	100.0%
Dorset Police Stations	80.0%	80.0%
D & C Firearms Training Centre	72.9%	72.9%
Ealing Care Homes	84.0%	84.0%
Ealing Schools	50.0%	50.0%
Exeter Crown Courts	100.0%	100.0%

		Group Holdings			Percentage
Project		Equity	Subdebt	Mezzanine Debt	of Portfolio1
Fife Schools		40.0%	40.0%	100.0%
Fife Schools 2		30.0%6	30.0%
Glasgow Hospital		25.0%7	25.0%
GMPA Police Stations		72.9%	72.9%
Haverstock Schools		50.0%	50.0%
Health and Safety Laboratory		80.0%	90.0%
Helicopter Training Facility	Asset Co	87.6%	7.2%
	Project Co	23.5%	74.1%
Highland Schools PPP		50.0%	50.0%
HSE Merseyside HQ		50.0%	50.0%
Irish Grouped Schools		50.0%	50.0%
Kent Schools		50.0%	50.0%
Kicking Horse Canyon P3		50.0%	0.0%
Lewisham Hospital		100.0%	100.0%
Manchester School		50.0%	50.0%
Medway Police Headquarters		80.0%	80.0%
MPA Firearms Training Facility		72.9%	72.9%
MPA SEL Police Stations		50.0%	50.0%
Newcastle Library		50.0%	50.0%
Newport Schools		80.0%	80.0%
Newton Abbot Hospital		50.0%	100.0%
North Tyneside Schools		50.0%	50.0%
North West Anthony Henday Road		50.0%	50.0%
Northwood MoD HQ8		50.0%	50.0%
Norwich Schools		75.0%	75.0%
Oldham Library		50.0%	50.0%

		Group Holdings		Percentage
Project	Equity	Subdebt	Mezzanine Debt	of Portfolio1
Oldham Schools	75.0%	75.0%
Oxford Churchill Oncology	40.0%	40.0%
Oxford Nuffield Hospital	25.0%	25.0%
Perth and Kinross Schools	100.0%	100.0%9
Renfrewshire Schools	30.0%10	30.0%
Rhondda Cynon Taf Schools	100.0%	100.0%
Romford Hospital	66.6%	66.6%
Sheffield Hospital	75.0%	75.0%
Sheffield Schools	37.5%	37.5%
South Ayrshire Schools	100.0%11	100.0%
Staffordshire LIFT	30.0%	44.0%
Stoke Mandeville Hospital	100.0%	100.0%
Sussex Custodial Centre	100.0%	100.0%
Swindon Police Headquarters	80.0%	80.0%
Tyne & Wear Fire Stations	100.0%	0.0%
West Lothian Schools	37.5%	37.5%
West Middlesex Hospital	100.0%12	100.0%
Willesden Hospital	50.0%	50.0%
Wooldale Learning Centre	50.0%	50.0%
Sub total				54.9%
Total13				100.0%

⁴ This is a rounded-up figure as a subsidiary of the Bouygues group has retained one share.

⁵ This is a rounded-up figure as a subsidiary of the Bouygues group has retained one share.

⁶ The Group retains the beneficial interest in the shares of the Project Company but the legal title is held by the project security trustee.

⁷ The Group retains the beneficial interest in the shares of the Project Company but the legal title is held by the project security trustee.

⁸ The Northwood MOD HQ acquisition was subject to an unconditional sale and purchase agreement and therefore included in the valuation as at 31 December 2012. Completion of the acquisition occurred in January 2013.

⁹ Sub debt percentage reflects both issued subdebt and outstanding obligations to subscribe.

¹⁰ The Group retains the beneficial interest in the shares of the Project Company but the legal title is held by the project security trustee.

¹¹ The Group retains the beneficial interest in the shares of the Project Company but the legal title is held by the project security trustee.

¹² This is a rounded-up figure as a subsidiary of the Bouygues group has retained one share.

¹³ Based on the Directors' valuation (unaudited) of £1.174 billion as at 31 December 2012.

B. Investments since 31 December 2012
		Group Holdings		Acquisition at cost
Project	Equity	Subdebt	Mezzanine Debt	(£m)
Fife Schools	10.0%	10.0%		0.4
Total				0.4

C. Conditional Investments expected to be Acquired
	Group Holdings			Acquisition at cost
Project	Equity	Subdebt	Mezzanine Debt	(£m)
Bradford Schools BSF (Phase I)	29.2%	29.2%
University of Sheffield	50.0%	50.0%
Total				27.5

For details of how the Company values the Current Portfolio see pages 51 to 52 of this prospectus.

Outstanding investment obligations

As at the date of this prospectus, there was an outstanding investment obligation on the Perth and Kinross Schools project totalling £12.7 million (which figure is taken into account in the Group's net funding requirement as at the date of this prospectus of approximately £30 million). This obligation will be met out of the net proceeds of the Issue or, if the Issue does not proceed, out of borrowings.

Directors' valuation of the Group's portfolio as at 31 December 2012

The Directors have agreed a valuation of the Group's 79 investments (including the Unconditional Investment) as at 31 December 2012 of £1.174 billion, and this was announced in the Company's interim management statement published on 11 February 2013. This valuation was performed in order to publish a NAV per share on an investment basis as at 31 December 2012 of 115.8 pence (ex-dividend, and 117.6 pence including 1.8 pence of accrued dividend) and so as to give guidance on how the NAV per share had moved in the three months to 31 December 2012.

The weighted average discount rate used was 8.4 per cent. and an analysis of the weighted average discount rates for the portfolio analysed by territory is shown in Table 6 below:

Table 6

	31 December 2012
Country	Appropriate long-dated government bond yield	Risk premium	Discount rate	30 September 2012	31 March 2012
UK	2.9%	5.5%	8.4%	8.5%	8.6%
Holland	2.2%	6.4%	8.6%	8.7%	8.8%
Canada	2.4%	5.7%	8.1%	8.1%	8.2%
Ireland	5.2%	4.8%	10.0%	10.0%	11.0%
Portfolio	2.9%	5.5%	8.4%	8.5%	8.6%

The key assumptions used to derive the 31 December 2012 valuation were:

• Long-term inflation assumptions of 2.75 per cent. per annum for UK RPI and RPIx, and 2.0 per cent. per annum for the Netherlands, Ireland and Canada.
• Deposit rates in the UK of 1.0 per cent. per annum to 31 March 2017 and 3.50 per cent. per annum thereafter.
• Foreign exchange rates at 31 December 2012 CAN\$/GBP 0.62 and €/GBP 0.81.
• UK corporation tax rate of 23 per cent. per annum.

As with previous Directors' valuations of the Group's portfolio, the sensitivity of the valuation to the key assumptions of discount rate, inflation and bank deposit rates were also calculated and these are set out below in Tables 7 to 9 in the same format and the same basis as used in the interim and annual results presentations of the Company (available from the Company's website).

Table 7

Sensitivity to changing the discount rate
	Directors' valuation at 31 December 2012	NAV per Ordinary Share
Valuation	£1.174 billion	117.6p
	Change	Implied NAV per share movement
+0.5% increase	-£52.7m	-5.4p
-0.5% decrease	+£57.0m	+5.8p

Table 8

Sensitivity to changing the long-term annual inflation assumption
	Directors' valuation at 31 December 2012	NAV per Ordinary Share
Valuation	£1.174 billion	117.6p
	Change	Implied NAV per share movement
+0.5% increase	+£37.0m	+3.8p
-0.5% decrease	-£35.4m	-3.6p

Table 9

Sensitivity to changing the annual bank deposit rate
	Directors' valuation at 31 December 2012	NAV per Ordinary Share
Valuation	£1.174 billion	117.6p
	Change	Implied NAV per share movement
+0.5% increase	+£16.2m	+1.7p
-0.5% decrease	-£15.4m	-1.6p

List of current infrastructure investments

A description of each of the infrastructure investments comprising the Current Portfolio is set out below. The investments described are predominantly "availability-based" and public sector backed.

Portfolio analysis

The pie charts below show how the portfolio has developed since 31 March 2012 in terms of sector split, projects still in construction, geographic location and concession lengths remaining. This analysis is based on the Directors' Valuations of the entire portfolio of the Company as at 22 February 2013 (being the latest practicable date prior to the date of the prospectus, and based on the Current Portfolio Value), 30 September 2012, and 31 March 2012. The change between 30 September 2012 and 22 February 2013 (based on the Current Portfolio Value) was mainly due to seven new acquisitions, two incremental acquisitions and the disposal of Doncaster Schools all announced in the period for a net consideration of £138.5 million. Following the pie charts is a further chart that shows the Group's exposure to contractors which provide services to the Project Companies, by number, and relative aggregate value, of such projects as at 31 December 2012.

¹¹ Based on the Directors' valuation as at 30 September 2012 of the portfolio of 73 investments as at that date.

¹² Based on the Directors' valuation as at 31 March 2012 of the portfolio of 70 investments as at that date.

Contractor Exposure (number is no. of projects; size of bar is relative size of exposure)

¹ All projects are operational with no investments under construction.

² By value as at 31 December 2012, using Directors' valuation. Some projects have more than one contractor so sum of the bars is greater than portfolio valuation.

³ ETDE (a subsidiary of Bouygues) is due to change its name to Bouygues Energies and Services shortly.

⁴ Morrison Facilities Services Limited was acquired by the Mears Group in November 2012.

Current infrastructure investments

A249 Road

The A249 Road project is a 30 year concession, involving the design, construction, financing and operation of the £79 million section from Iwade Bypass to Queensborough of the A249 road, along with routine and major lifecycle maintenance for the life of the concession. The Client is the Secretary of State for Transport.

The A249 project has a "steady flow" payment scheme. The Project Company is also responsible for operations and maintenance of the existing A249 section between Junction 5 of the M2 and the docks entrance at the Port of Sheerness.

Operations began in September 2006 with operations and maintenance services being performed by Carillion Highway Maintenance Limited.

A92 Road

The A92 Road project is a 30 year concession involving the design, construction, financing and operation of the £54 million upgraded A92 shadow toll road between Dundee and Arbroath, for the Client, Angus Council. Services provided under the contract include routine and major lifecycle maintenance for the life of the concession.

Construction works were carried out by Morgan Sindall plc, and were completed in December 2005 and the ongoing operations and maintenance are carried out by BEAR Scotland Limited.

Barking & Dagenham Schools

The Barking & Dagenham project is a £47 million concession for the design, construction, financing and operation of the Eastbury Comprehensive and Jo Richardson Community Schools, together with carrying out all of the routine and major lifecycle maintenance for the life of the concession. The Client is the Mayor and Burgesses of the London Borough of Barking & Dagenham.

The schools benefit from a long-term facilities management agreement with Barking and Dagenham School Project Limited which is controlled by Bouygues Construction SA. The concession contract expires in 2030.

Barnet Hospital

The Barnet General Hospital project is a 33 year concession to design, construct, operate and maintain the rebuilding of Barnet General Hospital in North London for the Barnet and Chase Farm NHS Trust. Financial close was in February 1999. The project involved capital expenditure of approximately £65 million. Construction was completed in March 2002.

Barnet Hospital Project Limited (a joint venture company formed by Bouygues (UK) Limited and ETDE, both subsidiaries of Bouygues Construction S.A.) was responsible for the design and construction. ETDE (previously branded Ecovert South Limited) is responsible for Hard FM Services (maintenance). Medirest is now responsible for Soft FM Services (catering, portering, cleaning etc.). Siemens Healthcare Services Limited has installed and is maintaining medical equipment and new IT and telecommunications.

Birmingham and Solihull LIFT

The Birmingham & Solihull LIFT (BaS LIFT) project has successfully developed 18 new health and social care facilities since it reached financial close in 2004, and designed, constructed and invested in facilities with a capital cost of approximately £65 million.

BaS LIFT has a number of contracts varying from approximately 26 years to approximately 31.5 years in duration, with an average contract term of between 26 and 27 years to deliver health and social care infrastructure to the NHS and local authority clients.

Construction has been carried out using a number of construction partners. Hard FM Services are undertaken on a short term contract basis with Carillion and Integral.

Birmingham Hospital

The Birmingham Hospital project is a 40 year concession to design, construct, finance and maintain a new acute hospital and six new mental health facilities in Birmingham for the University Hospitals Birmingham NHS Foundation Trust and the Birmingham and Solihull Mental Health NHS Foundation Trust (the "Trusts") respectively.

The new acute hospital and mental health facilities were built by a joint-venture between Balfour Beatty Construction and Haden Young (since rebranded as Balfour Beatty Engineering Services) under a £553 million fixed-price construction contract. The new buildings have been built in phases over 5 years. The mental health facilities were handed over in 2008 and provide for 235 beds across 6 new psychiatric facilities.

The acute hospital was substantially completed and handed over in September 2011, with the remaining works finished in August 2012. The hospital provides for 1,213 inpatient beds and 30 operating theatres. Balfour Beatty Workplace is providing Hard FM Services to the Project.

The concession contract expires in August 2046.

Bishop Auckland Hospital

The Bishop Auckland Hospital project is a concession contract for up to 60 years, with a break option exercisable by the Client after 30 years, 40 years or 50 years, to design, construct, finance, service and maintain a redevelopment of Bishop Auckland General Hospital, County Durham for South Durham Health Care NHS Trust. Financial close was in May 1999, and subsequent investments were made in April 2000 to finance certain changes to the hospital.

The project involved capital expenditure of approximately £66 million. Construction works (which included the demolition of certain existing buildings, provision of temporary accommodation, design and construction of a new building, refurbishing certain existing buildings, commissioning and related works) were carried out by Shepherd Construction Limited and were completed in June 2012. The hospital is operational.

The operating phase of the project involves the provision of certain non-clinical support services at the hospital including maintenance, catering, housekeeping, porterage, switchboard and car parking services. ISS Mediclean Limited is responsible for both the Hard and Soft FM Services.

Blackburn Hospital

The Blackburn Hospital Project is a 38 year concession to design, construct, finance and maintain new facilities at the Queens Park Hospital in Blackburn for the East Lancashire Hospitals NHS Trust. Financial close was on 9 July 2003. The project involved capital expenditure of approximately £100 million. The construction was undertaken by Balfour Beatty Construction Limited and Haden Young Limited (since rebranded as Balfour Beatty Engineering Services) (both subsidiaries of Balfour Beatty plc) as a joint venture and was completed in 2006.

Facilities management is being undertaken by Balfour Beatty WorkPlace. Siemens is responsible for the supply and maintenance of certain types of medical equipment.

Blackpool Primary Care

The Blackpool Primary Care project is a 31.5 year concession to design, construct, finance and operate a primary care centre in Blackpool for the Client, the Blackpool Primary Care Trust. Financial close was in January 2008.

The facility spans three levels and houses a wide range of community health services including a walk-in centre, diagnostics and X-Ray suite, GP practices, dental services, children's services, physiotherapy, community nursing and a child and adolescent mental health unit supported by a retail pharmacy and a café.

The construction for the project was approximately £19 million and was carried out by Eric Wright Construction; and became fully operational in 2009. The Hard and Soft FM Services are carried out by Eric Wright FM Limited.

Boldon School

The Boldon School project is a 26 year concession to design, construct, finance and operate Boldon School, along with routine and major lifecycle maintenance. The Client is the Council of the Borough of South Tyneside.

The project was built by Gleeson Construction Services and involved capital expenditure of approximately £18 million. Financial close was in April 2005. The facilities management services are subcontracted to Mitie PFI Limited.

Bradford Schools BSF (Phase II)

The Bradford BSF Schools (Phase II) project is a 26.5 year concession to provide four secondary schools to Bradford Metropolitan District Council (BMDC). The four modern campus environments comprise the Beckfoot & Hazelbeck campus, the Grange School, the Greenhead & Beechcliffe campus and the Hanson & Hanson Campus (HIU). There are also four smaller schools which provide dedicated learning for students with special educational needs. This project is part of Bradford's Building Schools for the Future (BSF) programme. Design and construction of the schools was provided by a joint venture between Costain and Ferrovial Agroman. Construction was completed in 2011.

The facilities management services (caretaking, grounds and building maintenance) are subcontracted to Amey Communities.

Brentwood Community Hospital

The Brentwood Community Hospital PFI project is a 30 year operational term concession to design, build, finance, operate and provide ongoing maintenance of a community hospital in Essex, providing the South West Essex Primary Care Trust with approximately 50 inpatient beds in a 9,000 square metre facility.

Construction was undertaken by Mansell Construction Services Limited (part of the Balfour Beatty Group) and was completed in August 2008. Hard FM Services are conducted by Integral UK Limited, whilst Soft FM Services are provided by Initial Hospital Services Limited.

Central Middlesex Hospital

The Central Middlesex Hospital project is a 33 year concession to design, construct, finance and maintain new hospital facilities, and to refurbish some existing facilities, for the Brent Emergency Care and Diagnostic Centre on the Central Middlesex Hospital site in North West London. The concession contract is with the North West London Hospitals NHS Trust. Financial close was on 6 November 2003. The project involved capital expenditure of approximately £75 million.

The unit comprises 214 beds and three main theatres. Construction of the project is complete and the hospital is operational. The NHS Trust uses the facilities to provide clinical and non-clinical day care and ambulatory care.

The building and maintenance contractor is Central Middlesex Hospital Project Limited, a joint venture company formed by Bouygues (UK) Limited and ETDE, both subsidiaries of Bouygues Construction S.A.

Colchester Garrison

The Colchester Garrison project is a 35 year concession to design, construct, finance and maintain a new garrison facility at Colchester, Essex for The Secretary of State for Defence (the "MoD"). The new garrison has been built partly on an existing garrison site and partly on an adjacent brownfield site owned by the MoD. The project involved capital expenditure of approximately £550 million. Financial close was on 9 February 2004.

The completed garrison facility provides accommodation for approximately 3,500 military and 750 civilian personnel. Construction was by Sir Robert McAlpine Limited and is now complete.

The new configuration enabled approximately 84 hectares of surplus land to be released for development and this has been successfully sold by the Project Company, RMPA Services plc, to Taylor Woodrow Developments Limited. The proceeds from the land sale were used to fund parts of the project.

Catering, cleaning and transport services are provided by Sodexo Defence Services Limited. WS Atkins Facilities Management Limited (now part of the Sodexo group) is responsible for estate and grounds maintenance, contract management and security, waste management and lifecycle.

Connect PFI

CityLink Telecommunications Limited, the Project Company, has a 20 year concession which runs until November 2019 to upgrade London Underground Limited's existing radio and telecommunications systems and implement and operate a new system.

Fluor Enterprises was subcontracted to provide the engineering, procurement, design and construction for installation of the new transmission network and radio systems. Thales Transport and Security Limited was subcontracted to operate the existing and new systems for the life of the project under an operations and maintenance contract.

CityLink is managed by staff on secondment to the company from Thales.

Conwy Schools

The Conwy Schools project is a 26.5 year concession to design, build, operate and maintain three schools for Conwy County Borough Council in North Wales. Financial close was on 12 March 2003. The project involved capital expenditure of approximately £40 million.

The project involves schools in the towns of Llandudno (John Bright school), Llanwrst (Duffryn Conwy school) and Conwy (Aberconwy school) and provides some 3,600 pupil places across the three schools. John Bright is a wholly new build at a new site. Aberconwy and Duffryn Conwy remain on their existing sites and involved substantial new build coupled with refurbishment of existing areas.

Alfred McAlpine Construction Limited (now part of Carillion plc) carried out the construction works, which were completed at the end of March 2005.

Sodexo Limited provides maintenance, cleaning, catering, janitorial and security services.

Cork School of Music

The Cork School of Music PPP project is a 25 year operational term project involving the design, construction, financing and operation of a new €50 million school of music in Cork to accommodate 130 academic staff, 400 full time and 2,000 part-time students. The Client is the Irish Ministry for Education and Science.

The project reached financial close in September 2005, and has been operational since July 2007. Hard and Soft FM Services are provided by HSG Zander (a subsidiary of Bilfinger Berger SE). These services include cleaning, catering, security, maintenance, waste disposal, caretaking, telecoms, and mail.

Croydon Schools

The Croydon Schools project is a 30 year concession for the design, construction, financing and operation of a secondary school and community library in Croydon, along with routine and major lifecycle maintenance for the life of the concession. Financial close was reached in May 2004. The Client is the Mayor and Burgesses of the London Borough of Croydon.

The construction was started by Jarvis and completed by a subsidiary of Vinci. Vinci also provides the Hard and Soft FM Services, which include cleaning, security, catering and helpdesk.

Darlington Schools

The Darlington Schools project is a 25 year operational term concession to design, build and operate four new schools for Darlington Borough Council. The project consists of an Education Village (which brought together three existing schools) and one primary school. The facilities became available on a phased basis in 2005 and 2006 and between them serve 2,000 staff and pupils.

Designed by RyderHKS and supported by Cundall Johnston and DESCO, the schools were built by Kajima Construction Europe (UK) Limited. The Education Village represents the consolidation of Springfield Primary School, Haughton Community School and Beaumont Hill Special School. It successfully combines existing nursery, primary, secondary and special education needs into a single, cohesive campus, representing a unique approach to inclusive education in Darlington. In addition, each school provides energy efficient accommodation through the use of sustainable engineering and technology.

Operations and maintenance services are provided by Mitie PFI Ltd, a subsidiary of Mitie Group plc.

Defence Sixth Form College

The Defence Sixth Form College project is a 30 year concession to design, build, operate, finance and maintain a new residential sixth form college for the MoD. The project replaces an existing army sixth form college with a new 350 places 'tri-service' college that is intended to be an important source of technical officer recruitment to the UK armed forces and MoD civil service. Financial close was on 2 May 2003.

The project involved capital expenditure of approximately £40 million. Construction of the new facilities was completed in August 2005, and the college commenced operations in September 2005.

The Project Company is responsible for the day to day operation and maintenance of the college. Education related services are provided under a subcontract with TQ Education and Training Limited, a subsidiary of Pearson PLC, and include teaching, pastoral care, sports and leisure, IT services and library services. Facilities management services are provided under a subcontract with Interserve Defence Limited and include estate management, domestic services and other general contract management services.

The project is essentially availability-based but with a minor part of income dependent on student numbers. The performance criteria for "availability" payments include exam performance with any bonus payments or deductions for this passed down to Education and Training Limited.

Derby Schools

The Derby Schools project has been operational since December 2006, and involves the design, construction, financing and operation of three primary schools and two secondary schools in Derby for Derby City Council.

The schools were built by Norwest Holst (now part of the Vinci group), and benefit from a long-term facilities management agreement with Vinci Partnerships Limited (guaranteed by Vinci Plc). The concession contract expires in 2031.

Doncaster Mental Health

The Doncaster Mental Health project is a 28 year concession for the design, construction, financing and operation of a service accommodation for an elderly mental health unit in Doncaster, along with the routine and major lifecycle maintenance for the life of the concession. The Client is Rotherham Doncaster and South Humber Mental NHS Foundation Trust.

The project was successfully constructed by BAM Construct, and since it became operational in May 2005, BAM FM Limited has provided Hard FM Services.

Dorset Fire & Rescue

The Dorset Fire & Rescue PPP project is a 27 year concession comprising three sites of fire and police facilities in Dorset, for the Police and Crime Commissioner for Dorset (formerly the Dorset Fire Authority and the Dorset Police Authority). Construction was carried out by Morgan Sindall, with capital expenditure of £45 million, and was completed in August 2008. The Hard FM Services are provided by Cofely, a subsidiary of GDF Suez.

Dorset Police

The project is a 31 year concession to finance, construct and maintain a new £15 million divisional headquarters and section stations at Bridport and East Weymouth, for the Police and Crime Commissioner for Dorset (formerly the Dorset Fire Authority and the Dorset Police Authority). It also involves the refurbishment of the Dorchester station and routine and major lifecycle maintenance of these facilities for the rest of the life of the concession.

Construction was undertaken by Norwest Holst (now part of the Vinci group) and was completed in January 2002, with FM Services being provided by WS Atkins Facilities Management (now part of the Sodexo group).

Durham & Cleveland Firearms Training Centre

The Durham & Cleveland Firearms Training Centre project is a 25 year operational term concession to design, build, operate, finance and maintain a new training facility for the Police and Crime Commissioner for Cleveland (formerly the Cleveland Police Authority). The project involved the construction of a £6 million purpose-built facility designed to train police officers in the use of firearms and was the first of its kind to be developed under PFI. The project became operational in 2001 and currently provides around 6,200 training places per annum.

The project incorporates a number of different facilities, including two different types of firing range, a vehicle stop and search area, an abseil tower and climbing wall, an external baton range and a skills house for close-quarter contact training.

FM Services include catering services, IT systems, grounds and buildings maintenance, security and specialist cleaning. These are all supplied by John Laing Integrated Services (a subsidiary of John Laing plc), who also provide range, armoury and systems maintenance.

Dutch High Speed Rail Link ("DHSRL")

The DHSRL project is a 25 year concession (from the date the assets are available for use) with the State of the Netherlands, represented by the Minister of Transport, Public Works and Water Management and the Minister of Finance (the largest PPP contract ever awarded by the Dutch State) to design, construct, finance, operate and maintain one of the largest high speed railway projects in Europe. The project involved capital expenditure of over £625 million, and involves the construction of the track, noise attenuation, catenary, signalling, traction power distribution and command-control-communication systems that will complete the high speed rail infrastructure. Financial close was on 31 October 2001.

The project involved the design and construction of two new sections of high speed rail track, which were laid between Amsterdam and the Belgian border. Construction has been completed successfully. An unrelated train operating company is responsible for rolling stock and its operation. Train services commenced in September 2009 and HiSpeed services commenced in December 2012. Revenues are receivable from the State of the Netherlands, varying with the level of performance but independent of the level of traffic.

The project is responsible for maintenance of the system (and substructure) and the undertaking of renewals works towards the end of the concession period, and availability is measured, inter alia, by reference to any delays to trains attributable to the project. The project has additional obligations in relation to safety management and liaison with the State, the regulator, traffic allocator, traffic controller, the owner of the existing and connecting infrastructure as well as the substructure contracts. Maintenance obligations are carried out by a joint venture comprising Siemens Nederland By, Koninklijke BAM NBM NV and Fluor Infrastructure BV.

Ealing Care Homes

The Ealing Care Homes project is a 30 year concession to design, construct, finance and operate four care homes for the elderly in the London Borough of Ealing, along with routine and major lifecycle maintenance of the new homes as well as three existing care homes for the life of the concession.

The project involved capital expenditure of approximately £22 million, and financial close was in March 2005.

The project was built by Galliford Try, and operations and maintenance services (FM Services) are currently provided by Viridian Housing.

Ealing Schools

The Ealing Schools project is a four school education project in the London Borough of Ealing consisting of one secondary school (Brentside) and three primary schools (Downe Manor, Gifford and Ravenor). All four schools became operational in 2004, and between them can serve over 2,800 staff and pupils. The contract has a 27 year operational term that expires in 2031.

Designed by Seymour Harris Keppie, supported by Buro Happold, the schools were built by Kajima Construction Europe (UK) Limited.

Operations and maintenance services (FM Services) are provided by Mitie PFI Ltd, a subsidiary of Mitie Group plc.

Edinburgh Schools

The Edinburgh Schools project is a 31.5 year concession for the design, construction, financing and operation of six secondary schools and two primary schools, along with routine and major lifecycle maintenance for the life of the concession. The Client is the City of Edinburgh Council.

The construction of the project was carried out by Laing O'Rourke and involved capital expenditure of approximately £165 million. The schools were handed over in a phased completion between November 2008 and January 2010. Mitie PFI Limited undertakes the Hard and Soft FM Services for the project under a long term concession life agreement.

Exeter Crown Court

The Exeter Crown Court project is a 32 year concession, commissioned by the Ministry of Justice, to build and service a new Crown and County Court building in Exeter. The project involved capital expenditure of approximately £20 million. Financial close was on 22 November 2002.

The facility involved the construction of four criminal courts, one civil court, four District Judge hearing rooms and associated accommodation in a single building. The construction works were contracted to Alfred McAlpine Construction Limited (now part of Carillion plc) and were completed in October 2004.

Sodexo Limited is carrying out FM Services, which commenced in November 2004. These comprise catering, cleaning, security and maintenance.

Fife Schools

The Fife Schools project comprises two secondary and one primary school in Scotland and is currently in its fifth year of operation. Construction was carried out by Sir Robert McAlpine and the facilities management contract is with Sodexo. The Client is Fife Council and the operational concession length is 25 years.

Of the two secondary schools, Queen Anne School is located at Dunfermline and caters for 1,800 pupils, whilst Beath High School, Cowdenbeith accommodates a further 1,200 pupils. The primary school is based at Anstruther and has capacity for 500 pupils.

Fife 2 Schools

The project is a 26.5 year concession to design, construct, finance and maintain nine primary schools and one special education needs facility, on eight sites in the Fife area of Scotland.

The new schools were built by Miller Construction under a £63.5 million fixed-price construction contract between 2005 and 2007 and they currently provide accommodation for 3,200 pupils. The schools have been operational since 2007.

FES FM Limited provides both Hard FM and Soft FM Services to the project.

Glasgow Hospital

The Glasgow Hospital project is a concession for the design, construction, financing and operation of two new ambulatory care and diagnostic hospitals in Glasgow, along with routine and major lifecycle maintenance for the life of the concession.

Financial close was reached in August 2006. Construction was carried out by Balfour Beatty under a £178 million construction contract, and the Hard FM Services are provided by Parsons Brinckerhoff.

Greater Manchester Police Authority

This £82 million project involved the design, build, financing and operation of new facilities for the Police and Crime Commissioner for Greater Manchester (formerly the Greater Manchester Police Authority) as part of a 29 year concession. The new facilities are a new traffic headquarters and 16 new police stations (four divisional headquarters, five sub-divisional headquarters and seven local community police stations). All the facilities have now been constructed and are fully operational.

Nearly 3,000 police officers have been able to move from 53 old stations into the 17 new buildings. The new buildings cover 38,600 square metres of floor space. Hard and Soft FM Services (such as cleaning, grounds maintenance and helpdesk) are being supplied by John Laing Integrated Services Ltd, a subsidiary of John Laing plc.

Haverstock School

The Haverstock School project is a single school education PFI project involving the design and construction of a new secondary school on an existing school site on Haverstock Hill in Camden, North London. The school serves 1,100 staff and pupils. The contract for this project has a 26 year operational term that expires in 2030.

Designed by Feilden Clegg Bradley, supported by Whitby Bird and Atelier Ten, the school was built by Kajima Construction Europe (UK) Limited. The old school buildings, the majority of which had been built in Victorian times, were replaced by a single linked block of accommodation with frontage along Haverstock Hill. Phase 1 of the new school became operational in 2004, with subsequent phases handed over one year later.

Operations and maintenance services (FM Services) are provided by Mitie PFI Limited, a subsidiary of Mitie Group plc.

Health & Safety Executive ('HSE') Merseyside Headquarters

The HSE Merseyside Headquarters project is a 30 year operational term PFI accommodation project. This four-storey office building is the HSE's operational headquarters and has capacity for 1,500 employees. It became operational in 2005.

Designed by Cartwright Pickard, supported by Buro Happold, the facility was built by Kajima Construction Europe (UK) Limited. The contract for this project has a 30 year operational term that expires in 2035. Hard FM Services (e.g. maintenance) are provided by Honeywell Control Systems, whilst Soft FM Services (e.g. security and cleaning) are provided by Reliance Integrated Services Limited (currently being novated to Norland Managed Services, also part of the Reliance Group).

Health and Safety Laboratory

The Health and Safety Laboratory project is a 32 year concession commissioned by the Secretary of State for Local Government Transport and the Regions. The project involved the building of new workshops and offices in Buxton and the disposal of old facilities at Sheffield. The project involved capital expenditure of approximately £60 million. Financial close was on 12 April 2002.

Construction was carried out by Shepherd Construction Limited, and major works were completed in October 2004. The project involves Hard and Soft FM Services for the new building, which are carried out by Interserve (Facilities Management) Limited and include cleaning, waste disposal, portering, catering, security and certain IT services.

Helicopter Training Facility

The Medium Support Helicopter Aircrew Training Facilities project is a 40 year concession with a break option exercisable by the Client after 20 years for the design, construction, management, operation and financing of a simulator based training facility for RAF helicopter pilots. Two Project Companies were established; CAE Aircrew Training Services plc ("ProjectCo"), which delivers the training services, and CVS Leasing Limited ("AssetCo"), which owns the simulators and leases them to ProjectCo. The project involved capital expenditure of approximately £100 million.

Six simulators (for Chinook, Puma and Merlin transport helicopters) were installed in a new building at RAF Benson in Oxford. Construction was completed in August 2000. Serco Limited provides the instructors and Vega Software Engineering Limited provides PC based training equipment and software.

The project receives revenue based on usage by the Ministry of Defence with guaranteed minimum amounts and from third parties.

Highland Schools PPP

The Highland Schools PFI project is a 30 year concession with the Highland Council to design, build and operate eleven urban and rural schools with a total capital value of £143 million. The project comprises five primary schools, three secondary schools, a combined primary and secondary school, and a special needs school. This all new build concession runs until 2037.

Morrison Construction commenced the building phase in 2006 on the 11 new schools and community facilities built through the Highland Council's second Public Private Partnership (PPP) programme. Construction has been completed in stages and, with the exception of some outdoor sporting facilities, is now complete.

Facilities management is the responsibility of Morrison Facilities Services (now a subsidiary of the Mears Group plc) and the project is financed through long term fixed-rate guaranteed senior secured bonds and a European Investment Bank loan. The contractual payment mechanism is an availability payment based on availability of accommodation facilities and the level of service performance.

Home Office Headquarters

The Home Office Headquarters project is a 29 year concession commissioned by the Home Office to build, finance, operate and maintain a new headquarters building to replace their existing London office accommodation with purpose-built serviced offices. The new building occupies the site of the former Department of Environment in Marsham Street in Westminster.

The project involved capital expenditure of approximately £200 million and the demolition of the existing offices on a 4.3 acre site and the construction of a Terry Farrell Partners designed building comprising three purpose built interconnecting office blocks totalling c. 75,000 square metres, for up to 3,450 staff. Construction was carried out by Byhome Limited, a joint venture between Bouygues (UK) Limited and its sister facilities management company ETDE (both subsidiaries of Bouygues Construction S.A.).

The project was completed and has been occupied by the Home Office since January 2005. The services being provided include health and safety, cleaning, catering and energy management. Operations are managed by ETDE.

Irish Grouped Schools

The Irish Grouped Schools project is a concession for the design, construction, financing and operation of five secondary schools in the Republic of Ireland, along with routine and major lifecycle maintenance for the life of the concession. The Client is the Minister of Education and Science.

The €34 million project was built by a number of Irish contractors including John Sisk & Son Limited and operations began in December 2002. During the 25 years of operation, HSG Zander (formerly Hochtief Facility Management, and now part of Bilfinger Berger SE) is providing the Hard and Soft FM Services.

Kent Schools

The Kent Schools PFI project has been operational since June 2007 and involves the ongoing operation and maintenance of six secondary schools for Kent County Council. The schools were successfully constructed by Costain Limited and William Verry Limited and benefit from a long-term facilities management agreement with Mitie PFI Limited. The concession contract expires in 2035.

Kicking Horse P3 project, Canada

The Kicking Horse P3 project forms part of the Trans-Canada Highway, extending through the Canadian Rocky Mountains between British Columbia and Alberta. The project comprises the upgrading of approximately six kilometres of highway and the operations and maintenance of a 26 kilometre stretch of highway in total. The key feature is a 400 metre four-lane bridge across Kicking Horse Canyon. Construction works were carried out by Trans-Park Highway Constructors, a joint venture comprising Flatiron Constructors Canada Limited and Parsons Overseas Company of Canada Limited.

Operations began in March 2008 with operations and maintenance services being performed by HMC Services Inc. The Project Company is paid a combination of an availability revenue stream and a shadow toll payment by the Ministry of Transportation of British Columbia.

Lewisham Hospital

The Lewisham Hospital project is a concession for the design, construction, financing and operation of a new wing in Lewisham Hospital, along with routine and major lifecycle maintenance for the 32 year term of the concession. The Client is the Lewisham Hospital NHS Trust.

The £58 million project was built by Carillion and completion was reached in November 2006. A subsidiary of Carillion provides the Hard FM Services for the 32 year term of the concession.

M80 Motorway DBFO

The M80 Motorway DBFO project is a 30 year concession to upgrade a 10 kilometre stretch of the existing M80, between Stepps and Haggs in Scotland, as well as to construct a new eight-kilometre section of motorway, seven new junctions and 60 additional structures. The construction works were performed by a Bilfinger Berger UK, Northstone (NI) Ltd and John Graham (Dromore) Ltd joint venture.

The Project achieved traffic availability in December 2011 and final construction completion was achieved in 2012. The project company is paid an availability revenue stream by the Scottish Ministers. The motorway is to be operated and maintained by BEAR Scotland Limited under a long-term services agreement.

Manchester School

The Manchester Schools project is a concession for the design, construction, financing and operation of the Wright Robinson College for the Council of the City of Manchester, along with routine and major lifecycle maintenance for the 26 year term of the concession.

The £29 million construction was carried out by the Amec Group and was completed in September 2007. The operation and maintenance services (FM Services) are provided by Hochtief and comprise maintenance, caretaking, security, waste, catering and utilities for the 26 year term of the concession.

Medway Police

The Medway Police project is a 30 year concession for the design, construction, financing and operation of a £21 million divisional police headquarters for the Police and Crime Commissioner for Kent (formerly Kent Police Authority), along with routine and major lifecycle maintenance for the life of the concession.

Construction was carried out by Norwest Holst (part of the Vinci group) and was completed in December 2006. The project is operational. FM services comprising maintenance, utilities, inquiries assistance, catering, waste, logistics and conferencing are provided by Vinci Partnerships Ltd (a subsidiary of Vinci plc).

MPA Firearms Training Centre

The Metropolitan Police Specialist Training Centre is a 25 year operational term, £40 million project involving the complete remodelling and refurbishment of the Mayor's Office for Policing and Crime's (formerly the Metropolitan Police) existing training school into two separate disciplines: public order training and specialist firearms training. Construction was completed in January 2003.

Within the public order training arena are a number of realistic facades including a mocked up stadium, an underground station and tube carriage and a complex of houses and flats. The firearms facility incorporates a variety of firing ranges, as well as specialist facilities such as a train carriage and an aeroplane fuselage.

In addition to the training areas, the Centre now contains accommodation for 305 students, plus classrooms, a reception area and canteen, leisure and fitness amenities.

Facilities management services, which include cleaning, catering, security and reception, are being provided by John Laing Integrated Services, a subsidiary of John Laing.

MPA SEL Police Stations

The South East London Police Stations project is a 25 year operational term, £80 million PPP project involving the design and construction by John Laing Construction of four new police stations for the Mayor's Office for Policing and Crime (formerly the Metropolitan Police) in South East London. Situated in Bromley, Deptford, Lewisham and Sutton, these stations provide facilities for Borough operations, the Mounted Branch and the Serious Crime Division. Covering 34,000 square metres of internal space, the stations contain 96 custody cells and stabling for 24 horses.

Hard and Soft FM Services are provided by John Laing Integrated Services Ltd, under a 25 year contract. These services include cleaning, catering, security and building maintenance, together with the provision of property officers, front office staff, typists and custody assistants.

Newcastle Library

The project is a 25 year concession to finance, construct and maintain the new £30 million city centre library in Newcastle and an additional satellite library in High Heaton, both in the North East of the UK, commissioned by Newcastle City Council. Construction was undertaken by Tolent Construction Limited and was completed in March 2009, since which time the libraries have been running successfully with record visitor numbers.

Maintenance and other facilities management services are provided by Integral UK Limited under a long-term contract.

Newport Schools

The Newport Schools project is a concession for the design, construction, financing and operation of a nursery, infant and junior school, along with routine and major lifecycle maintenance for the 25 year term of the concession. The Client is Newport City Council.

The £15 million project was built by Norwest Holst (part of the Vinci group) and has been operational since December 2009. Hard and Soft FM Services are undertaken by Crispin & Borst Limited (ultimately owned by Vinci), and comprise cleaning, maintenance, waste, porterage, and car park management.

Newton Abbot Hospital

The Newton Abbot Hospital project is a 32 year concession for the design, construction, financing and operation of a £20 million community hospital for Devon Primary Care Trust, along with routine and major lifecycle maintenance for the life of the concession.

The construction works were undertaken by Rydon Construction, and were completed in December 2008. Rydon Property Maintenance is carrying out the Hard FM Services.

North Tyneside Schools

The North Tyneside Schools project is a four school education PFI project in North Tyneside consisting of one secondary school (Burnside) and three primary schools (Western, Marine and Coquet). All four schools became operational between 2003 and 2004 and between them serve 2,500 staff and pupils. The Client is the Council of the Borough of North Tyneside, and the concession length is 31 years.

Designed by Seymour, Harris Keppie, supported by Buro Happold, the schools were built by Kajima Construction Europe (UK) Limited. The project is complemented by a wide range of extended use facilities which are used frequently by the local community.

Operations and maintenance services are provided by Mitie PFI Limited, a subsidiary of Mitie Group plc.

North West Anthony Henday P3 project, Canada

The North West Anthony Henday P3 in Alberta, Canada comprises the design, build, financing and ongoing operation of a 21 kilometre stretch of the four and six lane ring-road surrounding the city of Edmonton. The Client is the Province of Alberta, Ministry of Alberta, Ministry of Transportation, and Ministry of Infrastructure.

The project has recently completed construction, with the road opening to traffic in November 2011. Construction was being carried out by a joint venture comprising Flatiron Constructors Canada Limited, Parsons Overseas Company of Canada Ltd and Graham Infrastructure, itself a JV between Graham Infrastructure LP and Jardeg Construction Service LP.

The ongoing operations and maintenance is being carried out by Carmacks Maintenance Services Ltd, under a long-term services agreement. The concession contract lasts for 30 years from the beginning of operations, expiring no later than November 2041.

Northwood MoD HQ Project

The Northwood MOD HQ project is a £198 million scheme to design, construct and commission new-built facilities and associated site infrastructure and retained estate reconfiguration on behalf of the Ministry of Defence ("MOD") in Northwood, Greater London. The project reached financial close in July 2006 and is for a term of 25 years. The Client is the Secretary of State for Defence.

Northwood is the MOD's strategic military command centre, covering the UK's three armed forces and is also a NATO establishment. The contract provides fully serviced office accommodation along with improved single accommodation for personnel stationed on the site.

Construction of the facilities and re-configuration of the refurbished estate was completed in July 2011 after a 5 year construction programme, carried out by Carillion Construction. Carillion Services provides both the Hard and Soft FM Services to the estate.

Norwich Schools

The Norwich Schools PFI project is a 26 year concession for the design, financing, construction and subsequent operation and maintenance of six schools, five primary schools and one secondary school, in and around Norwich for Norwich City Council.

The six schools were built by Kier Regional Limited (Kier Eastern) over a phased delivery programme, with final completion achieved in 2008. The total construction cost for the six schools was approximately £44 million. Kier Facilities Services Limited is performing all Soft and Hard FM Services under a long-term contract.

Nuffield Hospital

The Nuffield Hospital project is a concession for the design, construction, financing and operation of a new £37 million orthopaedic hospital, along with routine and major lifecycle maintenance for the 34 year term of the concession. The Client is the Oxford University Hospitals NHS Trust.

Morrison Construction Ltd carried out the construction works and the project is now operational.

G4S Integrated Services (UK) Limited provides catering, helpdesk, waste, estate maintenance, reception, and security services.

Oldham Library

The Oldham Library project is a £15 million concession for the design, construction, financing and operation of Oldham Library and Lifelong Learning Centre, along with routine and major lifecycle maintenance for the life of the concession, for Oldham Metropolitan Borough Council.

The construction was carried out by Kier Regional Limited and the project became operational in January 2006.

Caxton Facilities Management (part of the Kier group) provides the Hard and Soft FM Services which include cleaning, waste, grounds maintenance, caretaking, vending and security for the 25 years of operation.

Oldham Schools

The Oldham Schools PFI project is a 27 year concession for the financing, design and construction and subsequent operation and maintenance of two 1,500 place secondary schools, the Radclyffe Secondary School and Failsworth Secondary School, on part of each existing school site for Oldham Metropolitan Borough Council. The two schools were built by Kier Regional Limited between May 2006 and February 2008, for a total construction cost of approximately £54 million.

Kier Facilities Services Limited is performing all Soft and Hard FM Services under a long-term contract.

Oxford Churchill Oncology

The Oxford Churchill Oncology project is a 33 year concession for the design, construction, financing, and operation of a 100 bed oncology unit, including provision of medical equipment, along with routine and major lifecycle maintenance for the life of the concession for the Oxford University Hospitals NHS Trust.

The project involved capital expenditure of approximately £124 million. Construction works were undertaken by a joint venture between Balfour Beatty, Carillion and Impregilo.

The services being provided by G4S Integrated Services include cleaning, maintenance, helpdesk, catering, portering, and utilities.

Oxford John Radcliffe PFI Hospital

The Oxford John Radcliffe PFI Hospital project involves the design, construction, management, financing, operation and maintenance of a new wing adjacent to the former Radcliffe Infirmary in Oxford. The concession runs until 31 December 2036.

The new wing was constructed by Carillion Construction Ltd and reached operational completion in December 2006. The new facilities built under the contract formed the 'West Wing' and the 'New Children's Hospital'. A number of adult and children services were relocated from the Radcliffe Infirmary and other sites within the Oxford University Hospitals NHS Trust to centralise them into one facility.

Facilities management services are subcontracted to Carillion Services Limited.

Perth and Kinross Schools

The Perth & Kinross Schools project is a 34 year concession for the design, construction, financing and operation of four secondary schools and five primary schools, along with routine and major lifecycle maintenance for the life of the concession. The Client is the Perth & Kinross Council.

The construction of the project was carried out by Laing O'Rourke and involved capital expenditure of approximately £136 million. The schools were handed over in a phased completion between July 2009 and October 2011. Mitie PFI Limited undertakes the Hard and Soft FM Services for the project under a long term concession life agreement.

Pinderfields and Pontefract Hospitals

The Pinderfields and Pontefract Hospitals project involves the financing, design and construction and subsequent operation of two hospital facilities for the Mid Yorkshire NHS Trust, delivering a combined total of 774 beds. Construction of the new hospital facilities on the two sites completed in 2011, with construction works undertaken by subsidiaries of Balfour Beatty plc.

Soft and Hard FM Services are being delivered by Balfour Beatty Workplace Limited under a long-term contract.

Queen Alexandra Hospital PFI project, Portsmouth

The completed hospital has 1,026 inpatient beds, 34 neonatal intensive care cots, 3 endoscopy suites and 20 main operating theatres. The concession contract runs until December 2040. The Client is Portsmouth Hospitals NHS Trust.

The new hospital buildings were developed and built by Carillion Construction Limited, a subsidiary of Carillion plc. The majority of the new facilities have been operational since June 2009, with final construction completed in January 2012. A subsidiary of Carillion plc provides facilities management services to the project under a long-term services agreement.

Renfrewshire Schools

The Renfrewshire Schools project is a ten school educational project in the Paisley, Linwood and West Johnstone areas of Renfrewshire, Scotland with a 30 year operational term that expires in 2038. The Client is Renfrewshire Council. The project comprises six primary and four secondary schools. All ten schools became operational in January 2008 and between them serve 6,000 pupils. The schools were designed by JMA and built by Carillion Construction Limited. Operations and maintenance services are provided by Amey Built Environment Limited.

Rhondda Cynon Taf Schools

The Rhondda Cynon Taf Schools project is a concession for the design, construction, financing and operation of a primary school, secondary school, a day nursery and an adult learning centre in South Wales for Rhondda Cynon Taf County Borough Council.

Vinci Construction UK Limited (formerly Norwest Holst) carried out the £22 million construction works, and the project is now operational.

The services are provided by Vinci Partnerships Ltd (which is guaranteed by Vinci Plc) for the 24 years of operation.

Romford Hospital PFI project

The Romford project involves the design, build and finance of the Queen's Hospital in Romford, followed by the maintenance of the hospital and the provision of non-clinical services for a total term of 36 years from January 2004. Construction was undertaken by Bovis, a subsidiary of Lend Lease and was completed in October 2006, since which time the hospital has been running successfully. The Client is the Barking, Havering and Redbridge Hospitals NHS Trust.

Non-clinical services are provided under three long-term services agreements by subsidiaries of Sodexo Alliance (facilities management), Lend Lease (life cycle management) and Siemens (managed equipment and telephony services).

Sheffield Hospital

The Sir Robert Hadfield Wing PFI project is a 32 year concession to design, build, finance and maintain a 168 bed after-care facility at the Northern General Hospital in Sheffield for the Sheffield Teaching Hospitals NHS Foundation Trust. The project reached financial close in December 2004 and construction was completed in March 2007.

The project comprises the provision of Hard FM Services only which are undertaken by Dalkia Utilities Services. The scope of services comprises estate maintenance, helpdesk services and utilities management.

Sheffield Schools

The Sheffield Schools PFI project is a 26 year concession for the design, construction, financing and subsequent operation and maintenance of two primary schools and two secondary schools for Sheffield City Council. The schools were built by Kier between May 2006 and February 2008, for a total construction cost of approximately £52 million.

Kier Facilities Services is performing all Soft and Hard FM Services under a long-term contract.

South Ayrshire Schools

The South Ayrshire Schools project is a 33 year concession that involved the financing, design and construction and now subsequent operation of three primary schools, two secondary "academy" schools and a performing arts annex at an existing secondary school for South Ayrshire Council. The schools were all constructed by Carillion Construction Limited and are now being managed and operated by Mitie PFI Limited. All the schools have been operational since between January 2008 and January 2010.

Staffordshire LIFT

The Staffordshire LIFT project has successfully developed 11 new health and social care facilities since it reached financial close in 2005, and designed, constructed and invested in facilities with a capital cost of approximately £40 million.

Staffordshire LIFT has a number of contracts ranging from approximately 25.5 years to 31.5 years in duration to deliver health and social care infrastructure to the NHS and local authority clients.

Construction has been carried out by a number of construction partners. Hard FM Services are provided by Integral.

Stoke Mandeville Hospital

The Stoke Mandeville Hospital project is a 30 year concession to design, finance, construct, refurbish, operate and maintain a new hospital facility for the Buckingham Hospitals NHS Trust. The project involved capital expenditure of approximately £40 million. Financial close was on 21 May 2004. The facility provides clinical and non-clinical services, focused around day care and ambulatory care. Alfred McAlpine Capital Projects Limited (now part of Carillion plc) carried out the construction (including refurbishment) works in joint venture with Hayden Young. The main construction programme was completed in August 2006. FM Services are being delivered by Sodexo Limited and comprise building maintenance, catering, cleaning, linen, portering, pest control and car park management.

Sussex Custodial Services

Sussex Custodial Services is a 30 year concession to build and service three custody centres in Sussex for the Police and Crime Commissioner for Sussex (formerly the Sussex Police Authority). The centres are at Worthing, Chichester and Brighton. A fourth centre at Eastbourne was subsequently contracted for as a variation. The project involved capital expenditure of approximately £20 million. Financial close was on 23 August 2001. The construction of the first three centres was undertaken by Ballast plc and completed in October 2002. Ballast plc has subsequently ceased trading. The fourth centre was constructed by YJL Construction Limited and was completed in June 2005. Operations commenced in November 2002. The services provided are, inter alia, custody and processing of detainees, arranging for medical attendance, building maintenance and waste management. Soft and Hard FM Services are being provided by Reliance Secure Task Management Limited, part of the Reliance Security Group (now rebranded as Tascor and part of the Capita Group).

Swindon Police

The Swindon Police project is a 32 year concession involving the design, construction, financing and operation of a new £18 million divisional headquarters for the Police and Crime Commissioner for Wiltshire and Swindon (formerly the Wiltshire Police Authority), along with routine and major lifecycle maintenance of these facilities for the life of the concession.

The construction works were contracted to Norwest Holst (part of the Vinci group), and were completed in July 2005. Vinci Partnerships Limited is carrying out the FM Services.

Tyne and Wear Fire Stations

The Tyne & Wear Fire Stations project is a concession for the design, construction, financing and operation of seven fire station facilities and a headquarters building in Tyne and Wear, along with routine and major lifecycle maintenance for the life of the concession. The Client is Tyne and Wear Fire and Civic Defence Authority.

Construction was carried out by Jarvis and the £23 million project has been operational since April 2006.

John Laing Integrated Services is providing both the Hard and Soft FM Services (management, building maintenance, security, health and safety, energy management, caretaking, cleaning, waste management, and grounds maintenance) for the 25 years of operation.

West Lothian Schools

The West Lothian Schools project is a 32 year concession for the design, construction, financing and operation of two new schools, the Armadale Academy in Armadale and the Deans Community High School in Livingston, Scotland, along with routine and major lifecycle maintenance for the life of the concession. The Client is the West Lothian Council.

The project was built by Dawn Construction and involved capital expenditure of approximately £60 million. Hard FM Services are also provided by Dawn Construction.

West Middlesex Hospital

The West Middlesex Hospital project is a 35 year concession to design, construct, finance, operate and maintain a new 228 bed hospital for West Middlesex University Hospital NHS Trust. The project involved capital expenditure of approximately £60 million. Construction was carried out by Bouygues (UK) Limited and was completed on 6 June 2003.

FM Services comprising building management, maintenance, catering, laundry, cleaning, porterage, transport and security services are provided by West Middlesex Hospital Project Limited, a joint venture company formed by Bouygues (UK) Limited and ETDE (both subsidiaries of Bouygues Construction S.A.). The Soft FM Services are anticipated to be provided by ISS from April 2013 as sub-contractor to WHP following their appointment as preferred bidder in a recent market testing exercise.

Willesden Hospital

The Willesden Centre for Health & Care project is a 32 year concession for the design, construction, financing and operation of a new £24 million, 11,700m2 multi user health care facility in Willesden, North London. The facility comprises office and training accommodation, ward accommodation and consulting rooms used by a wide range of community based healthcare professionals including GPs and dentists for Brent Primary Care Trust.

The project reached financial close in December 2002, and operations commenced from the new facility in April 2005. Construction was undertaken by Walter Llewellyn & Sons Limited.

Soft FM Services (catering, domestic and support services) are included in the PFI project with Accuro FM providing these services.

Wooldale Centre for Learning

The Wooldale Centre for Learning project, also known as the Caroline Chisholm School, is a PFI education project which consists of a secondary school with sixth form, public library, primary school and nursery on a large site in Northamptonshire. The first phase of the Centre for Learning, or CfL (the primary school, library and part of the secondary school) became operational in 2004. The contract for this project has a 25 year operational term that expires in 2029.

Designed by the Building Design Partnership and built by Kajima Construction Europe (UK) Limited, the CfL seeks to encompass the County Council and Government objectives for inclusive education, from nursery through to sixth form, and provides a community hub as well as a lifelong learning resource centre. The CfL serves over 1,700 staff and pupils. Operations and maintenance services are provided by Mitie PFI Ltd, a subsidiary of Mitie Group plc.

Investments to be Acquired: Conditional Investments

The Group has agreed in principle key commercial terms to acquire a 29.2 per cent. equity and loan note interest in the Bradford Schools BSF (Phase I) project and a 50 per cent. equity and loan note interest in the University of Sheffield project (the "Conditional Investments"). If the net proceeds of the Issue after the repayment of Group Debt are not sufficient to fund both of the Conditional Investments, the Group will not proceed with either Conditional Investment.

Bradford Schools BSF (Phase I)

The Bradford Schools BSF (Phase I) project is a 27 year concession for the design, construction, financing and operation of three new secondary schools, Buttershaw High School, Salt Grammar School and Tong School, along with routine and major lifecycle maintenance for the life of the concession. The Client is City of Bradford Metropolitan District Council.

The project was built by a Costain Limited and Ferrovial Agroman (UK) Limited joint venture, involved capital expenditure of approximately £84 million and was handed over in two phases with full operations commencing from August 2008. Hard and Soft FM Services are provided by Amey Business Services Limited.

University of Sheffield

The University of Sheffield project is a 40 year concession for the design, construction, refurbishment, remodelling, financing and maintenance of student living accommodation covering 4,191 bedrooms. The project includes new build and refurbishment of the retained estate at Endcliffe and Ranmoor campuses together with Hard FM Services. The University of Sheffield is the Client.

Revenue is predominantly availability-based with the balance based on student occupancy.

The project was delivered over four phases with final handover achieved in September 2009. The construction was carried out by Bovis Lend Lease Limited and involved capital expenditure of approximately £160 million. Hard FM Services are provided by Vita Lend Lease Limited.

Investments to be Acquired: Additional Investments

At the date of this prospectus, the Group has identified an attractive pipeline of Additional Investments, which the Board has taken into account in determining the target size of the Issue. However, there can be no assurance that any or all of these Additional Investments will be made.

If the net proceeds of the Issue after the repayment of Group Debt are not sufficient to fund Additional Investments, the Group may make such Additional Investments where the Group Debt outstanding after such acquisition or acquisitions would be at a level that the Board considers prudent having regard to the terms of the Facility.

Part V Management and Administration

Directors

The Directors are responsible for the overall management of the Company. The Directors, all of whom are non-executive, are listed below:

Graham Picken (British), resident in the UK, is an experienced banker and financial practitioner and has been Chairman of the Company since its launch. Appointed a non-executive director of Skipton Building Society in January 2012, he was formerly a nonexecutive director of the Derbyshire Building Society, where he became Chief Executive in February 2008 and led the society to a merger with Nationwide Building Society in December 2008, before standing down at the end of March 2009. Until 2003, Graham's career spanned over thirty years with Midland and HSBC Banks where, before he retired, he was General Manager of HSBC Bank plc responsible for commercial and corporate banking (including specialised and equity finance). Before that Graham was Chief Executive of Forward Trust Group, an authorised bank, and Chairman of First Direct, a division of HSBC Bank plc.

Sarah Evans (British), resident in Guernsey, is a Chartered Accountant and a director of several other listed investment funds, as well as the Guernsey subsidiary of a global bank and an unlisted fund of hedge funds. She spent over six years with the Barclays Bank plc group from 1994 to 2001. During that time she was a treasury director and, from 1996 to 1998, was the Finance Director of Barclays Mercantile, where she was responsible for all aspects of financial control and operational risk management. Prior to joining Barclays she ran her own consultancy business advising financial institutions on all aspects of securitisation. From 1982 to 1988 she was with Kleinwort Benson, latterly as head of group finance. She is a member of the Institute of Directors.

John Hallam (British), resident in Guernsey, is a Fellow of the Institute of Chartered Accountants in England and Wales and qualified as an accountant in 1971. He is a former partner of PricewaterhouseCoopers having retired in 1999 after 27 years with the firm both in Guernsey and in other countries. He is currently chairman of Dexion Absolute Ltd and Partners Group Global Opportunities Ltd, as well as being a director of a number of other financial services companies, some of which are listed on the London Stock Exchange. He served for many years as a member of the Guernsey Financial Services Commission from which he retired in 2006 having been its Chairman for the previous three years.

Chris Russell (British) is a Guernsey resident non-executive director of investment and financial companies in the UK, Hong Kong and Guernsey. He is Chairman of F&C Commercial Property Trust Ltd and a Deputy Chairman of the UK trade body, the Association of Investment Companies. Chris was formerly a director of Gartmore Investment Management Plc, where he was Head of Gartmore's businesses in the US and Japan. Before that he was a holding board director of the Jardine Fleming Group in Asia. He is a Fellow of the UK Society of Investment Professionals and a Fellow of the Institute of Chartered Accountants in England and Wales.

Further details of the Directors' current and previous directorships are set out in Part X of this prospectus on pages 120 to 121. The Board currently intends to appoint two additional Directors during the course of 2013.

Investment Adviser and Operator

ICPL is the investment adviser to the Company pursuant to the Investment Advisory Agreement and is the manager and operator of the Partnership. ICPL is authorised and regulated in the UK by the FSA.

ICPL is indirectly 80.1 per cent. owned by 28 partners and 19.9 per cent. owned by a subsidiary of the HSBC Group, having formerly been the infrastructure and real estate investment arm of the HSBC Group until its management buy-out in April 2011.

Members of the Infrastructure Investment Team are responsible for carrying out the Investment Adviser's functions as investment adviser and operator. The Infrastructure Investment Team is comprised of experienced infrastructure professionals with a strong track record in managing infrastructure investments.

Under the Investment Advisory Agreement, the Investment Adviser's appointment may be terminated, inter alia, by either the Company or the Investment Adviser giving 12 months' notice in writing to the other party.

ICPL's appointment as Operator has corresponding termination provisions, and if ICPL's appointment as Investment Adviser is terminated it may unilaterally terminate its appointment as Operator, and vice versa.

Management fees and advisory fees

The Investment Adviser, in its capacity as Operator, and the General Partner are together entitled to annual fees calculated on the following basis and in the following order: (i) 1.5 per cent. of the proportion of the Adjusted Gross Asset Value of the Group's investments that are in their construction or "ramp-up" phases; (ii) 1.1 per cent. of the proportion of the Adjusted Gross Asset Value of the Group's investments which are not in their construction or "ramp-up" phases and which, together with the investments under (i) above, have a value of up to £750 million in aggregate; (iii) 1.0 per cent. of the proportion of the Adjusted Gross Asset Value of the Group's investments which are not in their construction or "ramp-up" phases and which, together with the investments under (i) above, have a value of greater than £750 million but no more than £1.5 billion in aggregate; and (iv) 0.9 per cent. of the proportion of the Adjusted Gross Asset Value of the Group's investments not accounted for under (i), (ii) or (iii) above. The Investment Adviser is also entitled to a fixed advisory fee of £100,000 per annum.

These fees are calculated and payable six monthly in arrears, and are based on the Adjusted Gross Asset Value of the Group's assets at the beginning of the period concerned, adjusted on a time basis for acquisitions and disposals during the period.

The General Partner as part of its profit share is also entitled to receive an amount equal to 1.0 per cent. of the value of new portfolio investments made by the Group that are not sourced from entities, funds or holdings managed by ICPL or an affiliate of ICPL. This amount is payable on completion of the acquisition of the relevant investment and is calculated on the sum of: (i) the consideration paid (excluding costs); and (ii) the amount of the outstanding investment obligations assumed in relation to the investment.

The Investment Adviser does not receive any directors' or other fees from any Project Company in the Current Portfolio and any fees arising from any Project Company are for the benefit of the Group.

The Directors intend to keep the fees described above under review to ensure they are set at appropriate levels.

If the Group invests in funds managed or operated by ICPL, the Group will bear any management or similar fees charged in relation to such funds, provided however that the value of the Group's investments in such funds will not be counted towards the valuation of the Group's investments for the purposes of calculating the sums payable to the Investment Adviser or the General Partner.

Other fees and expenses

The Company is responsible for other ongoing operational costs and expenses which include (but are not limited to) the fees and expenses of the Administrator, the Registrar, the Directors and the Auditors, as well as listing fees, regulatory fees, expenses associated with any purchases of or tender offers for Ordinary Shares, printing and legal expenses and other expenses (including insurance and irrecoverable VAT). The Luxcos bear the costs of their directors' and administration fees. The Partnership bears the expenses of its operation.

Investment process

Asset origination

The sourcing of new investments is undertaken by the Operator of the Partnership. The Investment Adviser has a dedicated Infrastructure Investment Team which uses the following methods to source investments:

• The Infrastructure Investment Team has an excellent Infrastructure Equity track record of supporting blue chip sponsors and developers through the primary bidding and structuring phases of projects and pursues these relationships with likely vendors of investment stakes. The long-term approach to partnership and asset ownership is attractive to vendors and the underlying concession grantors. The Infrastructure Investment Team is based in offices in New York, Paris and Sydney as well as London, helping to source suitable investments within the target geographical regions. Further details relating to the Infrastructure Investment Team are set out below in Part VI of this prospectus.
• Relationships have been developed with other investment partners including financial institutions, funds and sponsors groups. The Infrastructure Investment Team uses these relationships to network and find suitable opportunities.
• The track record and reputation of the Infrastructure Investment Team, together with its network of contacts and relationships, ensures that a number of new opportunities are brought to the Infrastructure Investment Team from financial advisers, other advisers and vendors.
• Secondary asset sales and divestments are made by developers, concessionaire companies, corporates (contractors and operators) and financial institutions. The Infrastructure Investment Team monitors these groups for suitable opportunities.
• The Infrastructure Investment Team has access to and assesses a number of opportunities which arise by way of auctions and privatisations.
• The Infrastructure Investment Team has sourced all 66 new investments made since the launch of the Company in 2006.

Preliminary review

The Infrastructure Investment Team initially screens new opportunities for quality and compliance with the Group's Investment Policy, the robustness of the cash flows, and the spread of exposure to different types of infrastructure projects and key counterparties. If acceptable, a detailed financial analysis is then undertaken to analyse the cash flows and returns with reference to key operating, financing, tax and accounting assumptions.

Due diligence procedures

Members of the Infrastructure Investment Team evaluate all the risks which they believe are material to making an investment decision. Where appropriate, they complement their analysis through the use of professional advisers including engineering and/or technical consultants, environmental consultants, accountants, taxation, legal, regulatory and economic advisers, financial modellers and insurance experts. These advisers may carry out independent analysis which is intended to provide a second and independent review of key aspects of a project, providing confidence as to the project's performance and likely business plan projections.

All investment evaluations are supported by detailed financial analysis. Investments are considered using a base case set of forecasts which will be assessed together with a sensitivity analysis on key variables, including fluctuations in revenues and costs.

In addition, members of the Infrastructure Investment Team carry out a credit risk assessment on counterparties, contractors, subcontractors, equity investors and other parties, as appropriate, whilst having regard to country risk.

Investment approval

The Investment Adviser has established an investment committee (the "Investment Committee") made up of six senior members of the Infrastructure Investment Team. The transaction leader presents a detailed paper describing the opportunity and the results of the asset review, valuation and due diligence for evaluation and formal approval prior to signing a binding investment agreement. The Investment Committee reviews prospective new investments at various stages up to their acquisition and sanctions the final approval of any acquisition. Prospective acquisitions are reviewed at least at the inception of discussions with the vendors or co-shareholders, at the formal offer stage and prior to any investment. The Investment Committee considers, inter alia, the suitability of the acquisition in relation to the existing portfolio, its match with the Group's Investment Policy and the projected returns compared to the Group's targets. Whilst the Operator has full discretion over acquisitions and disposals, it keeps the Directors informed of new opportunities.

Investment monitoring

The Infrastructure Investment Team has a good understanding of each of the Group's investments and takes a proactive approach to portfolio and asset management. The Infrastructure Investment Team's asset management skills and capabilities provide important support through the appointment of directors to the Project Companies to monitor and deal with any issues as they arise. This capability not only protects the value of the Group's portfolio, but equally allows the team to continually explore opportunities for additional value creation.

The Group receives regular management accounts and annual audited accounts from each Project Company in which it holds equity, as well as management progress reports addressing critical factors such as actual performance against service requirements. These are reviewed by the Infrastructure Investment Team to determine compliance with agreed targets.

The Infrastructure Investment Team reviews the Current Portfolio on a quarterly basis to monitor performance.

The Infrastructure Investment Team has enhanced returns through the implementation of a range of portfolio enhancements and believes it delivers some further growth across the Current Portfolio through its management of the underlying assets. The economies of scale that are achieved from portfolio enhancements can provide a competitive advantage in the acquisition of new assets.

Typical portfolio initiatives that have been, or are, actively analysed include:

• pooled portfolio insurance arrangements and other bulk buying arrangements;
• acquisitions of co-shareholders' interests in existing assets;
• spend-to-save initiatives;
• project variations;
• proactive business plan development, for example in stimulating third party revenues, managing service delivery and regulatory review outcomes;
• proactive treasury management to maximise deposit interest across the Group;
• the agreement of OPEX and CAPEX pricing on long-term contracts with budgeted contingency release;
• if appropriate, the capital restructuring of existing funding arrangements, including through the introduction of more competitive financing; and
• the maintenance of close working relationships with Clients and supply chain contractors.

Investment realisation

Whilst the Group is a long-term owner of infrastructure assets and therefore unlikely to dispose of assets, opportunities for value maximisation through disposal will be considered if appropriate. To date, the Group has disposed of one asset, the Doncaster Schools PFI project (as detailed on page 39 of this prospectus).

Administrators, Registrar and Transfer Agent

Dexion Capital (Guernsey) Limited is the Administrator to the Company and also provides company secretarial services and a registered office to the Company. RSM Henri Grisius & Associés Sàrl. provides administrative services to the Luxcos.

Capita Registrars (Guernsey) Limited is the Registrar to the Company and Capita Registrars is the Company's UK transfer agent and receiving agent.

Safekeeping arrangements

Following a review with the Investment Adviser in relation to good corporate practice, the Board has agreed to engage International Administration Group Ltd, an independent provider of fund administration services globally, to provide safekeeping services to the Group in relation to share and loan note certificates of Project Companies in which the Group holds investments. It is planned that a contract will be signed and services commenced by 30 June 2013.

Part VI The Infrastructure Investment Team and its Track Record

Introduction

The Investment Adviser was appointed as the investment adviser to the Company at the time of its launch in March 2006 and was appointed as the operator of the Partnership by the General Partner, on behalf of the Partnership, on 22 March 2006. Under the terms of the Limited Partnership Agreement, the Operator manages the Partnership and its assets on a fully discretionary basis, subject to compliance with the Investment Policy and its contractual obligations under the Limited Partnership Agreement.

The Investment Adviser is a wholly owned subsidiary of InfraRed Partners LLP. The Investment Adviser was incorporated in England and Wales on 2 May 1997 (registered number 3364976) and is authorised and regulated in the United Kingdom by the FSA. The Investment Adviser changed its name to InfraRed Capital Partners Limited on 11 April 2011.

InfraRed Group

The InfraRed Group is a privately owned dedicated property and infrastructure investment business, managing a range of infrastructure and property funds and investments. The Infrastructure Investment Team has a strong record of delivering attractive returns for its investors, which include pension funds, insurance companies, funds of funds, asset managers and high net worth investors domiciled in the UK, Europe, North America, Middle East and Asia.

The InfraRed Group comprises InfraRed Partners LLP and a number of wholly-owned subsidiaries, two of which are regulated by the FSA (including the Investment Adviser and Operator). The InfraRed Group currently manages five infrastructure funds (including the Group) and four real estate funds. The InfraRed Group currently has a staff of around 100 employees and partners, based mainly in offices in London and with smaller offices in Hong Kong, New York, Paris and Sydney. Further details on the InfraRed Group can be found at www.ircp.com.

Since 1998, the InfraRed Group (including predecessor organisations) has raised 12 private institutional investment funds investing in infrastructure and property in addition to the Company.

InfraRed Partners LLP

InfraRed Partners LLP is 80.1 per cent. owned by 28 partners through InfraRed Capital Partners (Management) LLP, and 19.9 per cent. by a subsidiary of HSBC. This ownership structure was the result of a management buyout of the specialist infrastructure and real estate business previously known as HSBC Specialist Investments Limited, which was completed successfully in April 2011.

The Infrastructure Investment Team

Members of the Infrastructure Investment Team are responsible for carrying out the functions of the Investment Adviser and of the Operator.

The Infrastructure Investment Team specialises in Infrastructure Equity investment, predominantly in Europe, North America and Australasia to date. The Infrastructure Investment Team was originally established as an advisory business in Charterhouse Bank Limited in the early years of PFI/PPP, initially working as advisers to the UK Government and subsequently advising bidding consortia. This gave the Infrastructure Investment Team a valuable contact network within the UK public sector, which has since been maintained and developed.

By 1996, it was apparent that a funding gap had developed in the market because deal sponsors (contractors or facility management companies) did not have either the desire or the capacity to put up all the risk capital required to fund the flow of projects. In mid-1997, the Infrastructure Investment Team developed its advisory business into an investment business in order

to take advantage of that opening. The Infrastructure Investment Team initially made principal investments on the Investment Adviser's own balance sheet before raising the first of its institutional funds, Fund I, in October 2001. The final closing of Fund I took place in May 2002 with aggregate commitments of £125 million from an international investor base. The majority of the capital of Fund I was fully committed by 2004 and the fund was successfully realised in 2006.

The Infrastructure Investment Team raised Fund II in 2004/2005 with a broader international investor base and aggregate commitments of £300 million. Fund III was raised in 2010 once the capital of Fund II had been substantially committed. The final close of Fund III took place in October 2011 with total capital raised of US\$1.2 billion, ahead of the target of US\$1.0 billion.

Funds I, II and III are "primary" funds which invest in infrastructure projects at their outset. The Investment Adviser has also raised the €235 million InfraRed Environmental Infrastructure Fund in 2009, an unlisted capital growth fund which invests in environmental infrastructure projects including renewable energy assets, water related infrastructure and other sectors.

In 2012, the InfraRed Infrastructure Yield Fund was created and it raised around £500 million from global investors to acquire a fully-seeded diversified portfolio of operational infrastructure assets from Fund II.

The Infrastructure Investment Team currently consists of 42 investment professionals, all of whom have an infrastructure investment background. The team currently has over 550 years' combined experience in the infrastructure sector, and approximately 300 years with the InfraRed Group (including predecessor organisations) and has a broad range of relevant skills, including private equity, structured finance, construction and facilities management.

The Infrastructure Investment Team is based in offices in London, New York, Paris and Sydney, enabling the team to source new investment opportunities globally for the InfraRed Group and the funds it manages. The Infrastructure Investment Team takes a proactive approach to monitoring the performance of infrastructure investments for which it is responsible. It will usually take a seat on the boards of the relevant Project Companies. It has an excellent track record for managing investments in infrastructure projects in their construction, commissioning and operational phases. Many of the investments in the Current Portfolio have been in their operational phase for some time and these projects have performed well. The Infrastructure Investment Team has built up substantial experience in dealing with issues presented by the projects so that investment yields are maintained.

Investment record

The Infrastructure Investment Team has a long and successful proven track record in sourcing, structuring, acquiring, managing and financing Infrastructure Equity investments. It has been responsible for over 150 Infrastructure Equity investments for the InfraRed Group (including predecessor organisations) and its funds to date. Its projects have won several awards including awards from Project Finance Magazine, Infrastructure Journal and Partnerships Bulletin. The team has expanded the Group's portfolio beyond its initial investment pool and is responsible for its continuing development. The Infrastructure Investment Team possesses a range of different skills and core infrastructure experience in the following sectors:

• social infrastructure, including education, health care, court houses, public sector buildings, public order, road maintenance and PFI/PPP forms of toll roads, bridges, tunnels and heavy and light railways;
• renewable energy, such as wind farms, solar power parks and hydro-electric schemes;
• regulated utilities, such as electricity/gas transmission and distribution, water and waste water utilities and water and waste water treatment; and
• transportation, such as toll roads, bridges, tunnels, seaports, airports and heavy and light railways.

The Investment Committee

The Investment Committee comprises Werner von Guionneau (CEO), Chris Gill (Deputy CEO), Tony Roper, Gareth Craig, Erwan Fournis and Keith Pickard and is responsible for structuring, transacting and managing investments for the Group.

The Investment Committee has combined experience of over 100 years in making infrastructure investments and managing investments and projects. The skills and knowledge of its members are augmented by those of the investment professionals within the wider team as required. Further resource is provided from central functions within the business covering finance, risk management and control, document management and credit evaluations.

The Issue

The Company is seeking to raise £119.5 million (before expenses) through the Placing, Open Offer and Offer for Subscription of New Ordinary Shares. The Directors have also reserved the right, in consultation with Canaccord Genuity, to increase the size of the Issue up to a maximum of £167.3 million to the extent that Additional Investments arise and overall demand for New Ordinary Shares exceeds the target amount.

The net proceeds of the Issue will not in any event exceed the aggregate of: (i) the Group's net funding requirement (which as at the date of this prospectus stands at approximately £30 million (which figure includes an outstanding investment obligation on the Perth and Kinross Schools project totalling £12.7 million)); (ii) the consideration payable for the Conditional Investments of approximately £27.5 million; and (iii) the consideration payable for any Additional Investments.

If the Issue meets its target size of £119.5 million, it is expected that the Company will receive approximately £117.5 million from the Issue, net of fees and expenses associated with the Issue, which are anticipated to amount to approximately £2.00 million. If the Issue is increased to its maximum size of £167.3 million and is fully subscribed, it is expected that the Company will receive approximately £164.75 million from the Issue, net of fees and expenses associated with the Issue, which are anticipated to amount to approximately £2.55 million.

The Company will first apply the net proceeds of the Issue to repay outstanding Group Debt in full and, depending upon the amount of proceeds raised as described above, to provide the Group with additional resources to make further investments. If such additional net proceeds are not sufficient to fund both of the Conditional Investments, the Group will not proceed with either Conditional Investment. However, if additional net proceeds are not sufficient to fund Additional Investments, the Group may make such Additional Investments where the Group Debt outstanding after such acquisition or acquisitions would be at a level that the Board considers prudent having regard to the terms of the Facility.

The Issue, which is not underwritten, is conditional upon:

• (a) Admission occurring on or before 8.00 a.m. on 27 March 2013 or such time and/or date as the Company and Canaccord Genuity may agree, being not later than 31 May 2013;
• (b) the Placing, Open Offer and Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission;
• (c) the approval of the Issue and the disapplication of pre-emption rights in connection with the Issue by Existing Shareholders at the Extraordinary General Meeting of the Company to be held on 20 March 2013 (or at any adjournment thereof); and
• (d) not less than an aggregate of £50 million (or such lesser amount as the Directors and Canaccord Genuity, in consultation with the Investment Adviser, may agree) of New Ordinary Shares being subscribed for pursuant to the Issue.

If these conditions are not met, the Issue will not proceed.

The New Ordinary Shares will only be issued at a price which (net of the costs of the Issue) is in excess of the prevailing Net Asset Value per Ordinary Share. For these purposes, the Net Asset Value per Ordinary Share means the Net Asset Value excluding the entitlement of the Existing Ordinary Shares to the second interim dividend for the financial year ending 31 March 2013 of 3.575 pence per Ordinary Share, which was announced on 21 February 2013. In determining the Issue Price of 119.5 pence per New Ordinary Share, the Directors have added an appropriate premium to the prevailing Net Asset Value per Ordinary Share (excluding for these purposes the entitlement to the second interim dividend for the financial year ending 31 March 2013), to take into account the anticipated costs of the Issue and potential movements in the Net Asset Value per Ordinary Share between the date of this prospectus and Admission. For information purposes only, the Net Asset Value per Ordinary Share as at 31 December 2012 was 115.8 pence (ex-dividend, and 117.6 pence including 1.8 pence of accrued dividend).

Given the sustained and marked premium to Net Asset Value at which the Company's Ordinary Shares have traded in recent months, the Directors believe that the use of Ordinary Shares, rather than C Shares, is the most appropriate way by which to raise further equity capital. Issuing New Ordinary Shares at a price which (net of the costs of the Issue) is in excess of the prevailing Net Asset Value (excluding for these purposes the entitlement to the second interim dividend for the financial year ending 31 March 2013), rather than using C Shares (which effectively provide for the issue of Ordinary Shares at Net Asset Value after costs), is expected to avoid any short-term downward pressure upon the market price of Ordinary Shares (which the issue of C Shares might create), and will also provide Existing Ordinary Shareholders with an uplift in the Net Asset Value of their Existing Ordinary Shares.

Application will be made for the New Ordinary Shares to be admitted to the premium segment of the Official List of the UK Listing Authority and to trading on the Main Market of the London Stock Exchange.

The Open Offer

Open Offer Entitlement

Under the Open Offer, an aggregate amount of 65,090,675 New Ordinary Shares (or such greater number as may be made available by the Directors in exercising their discretion to reallocate from the Placing and/or the Offer for Subscription in favour of the Excess Application Facility) will be made available to Existing Shareholders at the Issue Price pro rata to their holdings of Existing Ordinary Shares, on the terms and subject to the conditions of the Open Offer, on the basis of:

1 New Ordinary Share for every 15 Ordinary Shares held at the Record Date (being the close of business on 22 February 2013).

The balance of New Ordinary Shares to be made available under the Issue, together with any New Ordinary Shares not taken up pursuant to the Open Offer, will be made available under the Excess Application Facility, the Placing and the Offer for Subscription.

Existing Shareholders should be aware that the Open Offer is not a rights issue and Open Offer Application Forms cannot be traded.

Fractional entitlements under the Open Offer will be rounded down to the nearest whole number of New Ordinary Shares and will be disregarded in calculating Open Offer Entitlements. All fractional entitlements will be aggregated and made available to Existing Shareholders under the Excess Application Facility.

The latest time and date for acceptance and payment in full in respect of the Open Offer will be 11.00 a.m. on 19 March 2013. If the Issue proceeds, valid applications under the Open Offer will be satisfied in full up to applicants' Open Offer Entitlements. Existing Shareholders are also being offered the opportunity to subscribe for New Ordinary Shares in excess of their Open Offer Entitlements under the Excess Application Facility, described below.

The terms and conditions of application under the Open Offer are set out at the end of this prospectus. These terms and conditions should be read carefully before an application is made. Investors who are in any doubt about the Issue arrangements should consult their stockbroker, bank manager, solicitor, accountant or other financial adviser.

Excess Application Facility under the Open Offer

Subject to availability, Existing Shareholders who take up all of their Open Offer Entitlements may also apply under the Excess Application Facility for additional New Ordinary Shares in excess of their Open Offer Entitlement. The Excess Application Facility will comprise whole numbers of New Ordinary Shares under the Open Offer which are not taken up by Existing Shareholders pursuant to their Open Offer Entitlements, and any New Ordinary Shares that the Directors determine, in their absolute discretion, should be reallocated from the Placing and/or the Offer for Subscription to satisfy demand from Existing Shareholders in preference to prospective new investors under the Placing or the Offer for Subscription (together, "Excess Shares").

Existing Non-CREST Shareholders who wish to apply to subscribe for more than their Open Offer Entitlement should complete the relevant sections on the Open Offer Application Form.

Existing CREST Shareholders will have Excess CREST Open Offer Entitlements credited to their stock account in CREST and should refer to paragraph 4.2 of the Terms and Conditions of the Open Offer at the end of this prospectus for information on how to apply for Excess Shares pursuant to the Excess Application Facility.

Excess applications may be allocated in such manner as the Directors determine, in their absolute discretion, and no assurance can be given that applications by Existing Shareholders under the Excess Application Facility will be met in full or in part or at all. In the event of oversubscription under the Excess Application Facility the Directors have the discretion (but are not obliged) to limit applications by Existing Shareholders pro rata to their aggregate holdings of Existing Ordinary Shares. However, the Directors also have the discretion (but are not obliged) to scale back the Placing and/or the Offer for Subscription in favour of the Excess Application Facility by re-allocating New Ordinary Shares that would otherwise be available under the Offer for Subscription and/or the Placing to Existing Shareholders through the Excess Application Facility. To the extent any New Ordinary Shares remain unallocated pursuant to Open Offer Entitlements and under the Excess Application Facility, they will be made available under the Offer for Subscription and the Placing at the Directors' discretion.

Action to be taken under the Open Offer

Non-CREST Shareholders

Existing Non-CREST Shareholders will be sent an Open Offer Application Form giving details of their Open Offer Entitlement.

Persons that have sold or otherwise transferred all of their Existing Ordinary Shares should forward this document, together with any Open Offer Application Form, if and when received, at once to the purchaser or transferee, or the bank, stockbroker or other agent through whom the sale or transfer was effected, for delivery to the purchaser or transferee, except that such documents should not be sent to any jurisdiction where to do so might constitute a violation of local securities laws or regulations.

Any Existing Shareholder that has sold or otherwise transferred only some of their Existing Ordinary Shares held in certificated form on or before 27 February 2013, should refer to the instructions regarding split applications in the Terms and Conditions of the Open Offer at the end of this prospectus and in the Open Offer Application Form.

CREST Shareholders

Existing CREST Shareholders will receive a credit to their appropriate stock accounts in CREST in respect of their Open Offer Entitlement and their Excess CREST Open Offer Entitlement as soon as practicable after 8.00 a.m. on 27 February 2013.

In the case of any Existing Shareholder that has sold or otherwise transferred only part of their holding of Existing Ordinary Shares held in uncertificated form on or before 27 February 2013, a claim transaction will automatically be generated by Euroclear UK which, on settlement, will transfer the appropriate Open Offer Entitlement and Excess CREST Open Offer Entitlement to the purchaser or transferee.

Full details of the Open Offer are contained in the Terms and Conditions of the Open Offer at the end of this prospectus. If you have any doubt as to what action you should take, you should seek your own financial advice from your stockbroker, solicitor or other independent financial adviser duly authorised under FSMA who specialises in advice on the acquisition of shares and other securities immediately.

The International Security Identification Number for New Ordinary Shares under the Open Offer is GG00B82WXW23.

The International Security Identification Number for Excess Shares under the Excess Application Facility is GG00B88WJX99.

The Offer for Subscription

The Offer for Subscription will open on 26 February 2013 and the latest time for receipt of Application Forms will be 1.00 p.m. on 18 March 2013.

The terms and conditions of application under the Offer for Subscription and an Application Form are set out at the end of this prospectus. These terms and conditions should be read carefully before an application is made. Investors who are in any doubt about the Offer for Subscription should consult their respective stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Application Forms, accompanied by a cheque or duly endorsed bankers' draft, should be returned by post (or by hand during normal business hours only) to Capita Registrars Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU by no later than 1.00 p.m. on 18 March 2013.

The Placing

The Company, the Investment Adviser and Canaccord Genuity have entered into the Placing, Open Offer and Offer Agreement, pursuant to which Canaccord Genuity has agreed, subject to certain conditions, to use reasonable endeavours to procure subscribers and placees for up to 140 million New Ordinary Shares at the Issue Price under the Placing, less the number of New Ordinary Shares required to satisfy valid applications under the Open Offer, the Excess Application Facility and Offer for Subscription. Placing commitments should be received by no later than 12.00 noon on 21 March 2013.

Pursuant to the Placing, Open Offer and Offer Agreement, Canaccord Genuity has agreed that it will not offer or sell the New Ordinary Shares: (i) as part of its distribution at any time; and (ii) otherwise until 40 days after the completion of the distribution of the New Ordinary Shares, as determined and certified by Canaccord Genuity, other than in accordance with Rule 903 of Regulation S or Rule 144A and, at or prior to confirmation of a sale of New Ordinary Shares (other than a sale pursuant to Rule 144A), it will have sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases New Ordinary Shares from it during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the New Ordinary Shares within the United States or to, or for the account or benefit of, US persons.

In addition, until 40 days after the commencement of the offering of the New Ordinary Shares, an offer or sale of New Ordinary Shares within the United States by a dealer that is participating in the offering may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A. Terms used in the preceding two paragraphs have the meanings given to them by Regulation S under the Securities Act.

Details of the terms of the Placing, Open Offer and Offer Agreement are set out in Part X on page 134 of this prospectus.

Issue expenses

The Issue expenses (including VAT where relevant and assuming the Issue is fully subscribed and the Directors proceed at the target Issue size of £119.5 million) are expected to be approximately £2.00 million. The Issue expenses (including VAT where relevant and assuming the Issue is fully subscribed and the Directors proceed at the maximum Issue size of £167.3 million) are expected to be approximately £2.55 million. Under the terms of the Placing, Open Offer and Offer Agreement (as set out in more detail in section 11 of Part X of this prospectus), Canaccord Genuity will receive a corporate finance fee of £125,000 and is entitled to a total commission of 1.15 per cent. of the gross proceeds of the Issue.

The Issue expenses will include an additional fee of £10,000 payable to each Director in connection with the Issue.

General

The Company has a target of 100 million New Ordinary Shares for issue under the Placing, the Open Offer and the Offer for Subscription. However, the Directors have reserved the right, in consultation with Canaccord Genuity, to increase the size of the Issue up to 140 million New Ordinary Shares to the extent that Additional Investments arise and overall demand for New Ordinary Shares exceeds the target amount. To the extent that they are not subscribed for under the Offer for Subscription and the Open Offer, such New Ordinary Shares may be issued under the Placing. In the event that subscriptions exceed the maximum number of New Ordinary Shares available under the Issue, the Directors will scale back subscriptions under the Placing and the Offer for Subscription at their discretion, with preference given to earlier applications.

Subject to those matters on which the Issue is conditional, the Directors, with the consent of Canaccord Genuity, may bring forward or postpone the closing date for the Placing, the Offer for Subscription and the Open Offer by up to two weeks.

The basis of allocation under the Issue is expected to be announced on 22 March 2013. The basis of allocation shall be determined by the Company after consultation with the Investment Adviser and Canaccord Genuity. CREST accounts will be credited on the date of Admission.

To the extent that any application for subscription is rejected in whole or in part, or the Directors determine in their absolute discretion that the Issue should not proceed, monies received by Capita Registrars, as Receiving Agent to the Open Offer and Offer for Subscription, will be returned to each relevant applicant by crossed cheque in favour of the applicant(s) within 14 days at the applicant's risk and without interest.

The Company does not propose to accept multiple subscriptions. Financial intermediaries who are investing on behalf of clients should make separate applications or, if making a single application for more than one client, provide details of all clients in respect of whom application is being made. Multiple applications or suspected multiple applications on behalf of a single client are liable to be rejected.

Overseas investors

The attention of persons resident outside the UK is drawn to the notices to investors set out on pages 138 to 143 of this prospectus which contain restrictions on the holding of New Ordinary Shares by such persons.

Dealing arrangements

Application will be made for the New Ordinary Shares to be admitted to the premium segment of the Official List and to trading on the Main Market of the London Stock Exchange. It is expected that Admission will become effective, and that dealings in the New Ordinary Shares will commence, at 8.00 a.m. on 27 March 2013.

Settlement

Payment for the New Ordinary Shares applied for under the Open Offer should be made in accordance with the instructions contained in the Terms and Conditions of the Open Offer and, in the case of certificated New Ordinary Shares, in the Open Offer Application Form. Payment for the New Ordinary Shares applied for under the Offer for Subscription should be made in accordance with the instructions contained in the Application Form set out at the end of this prospectus. Payment for the New Ordinary Shares to be acquired under the Placing should be made in accordance with settlement instructions provided to investors by Canaccord Genuity. To the extent that any application or subscription for New Ordinary Shares is rejected in whole or in part, monies will be returned to the applicant(s) within 14 days at the risk of the applicant(s) without interest.

Money laundering

Pursuant to anti-money laundering laws and regulations with which the Company must comply in the UK and/or Guernsey, the Company and its agents, the Administrator, the Receiving Agent, the Investment Adviser and Canaccord Genuity may require evidence in connection with any application for New Ordinary Shares, including further identification of the applicant(s), before any New Ordinary Shares are issued.

The Company and its agents, the Administrator, the Receiving Agent, the Investment Adviser and Canaccord Genuity reserve the right to request such information as is necessary to verify the identity of a New Ordinary Shareholder or prospective New Ordinary Shareholder and (if any) the underlying beneficial owner or prospective beneficial owner of a New Ordinary Shareholder's New Ordinary Shares. In the event of delay or failure by the New Ordinary Shareholder or prospective New Ordinary Shareholder to produce any information required for verification purposes, the Directors, in consultation with the Receiving Agent, Canaccord Genuity and the Investment Adviser, may refuse to accept a subscription for New Ordinary Shares, or may refuse the transfer of New Ordinary Shares held by any such New Ordinary Shareholder.

Part VIII Taxation

The following summary is given as a general guide to the tax treatment of the Group and certain types of investors. It does not purport to cover all taxation issues which might be applicable to the Group or such investors and is not intended to be, nor should be construed to be, legal, tax or investment advice to any particular investor. The summary is based on current laws and tax authority practices in the UK, Guernsey and Luxembourg, which may change, but the summary is believed to be correct at the date hereof. Nevertheless, prospective investors are strongly advised to seek their own advice on the taxation consequences of an investment in the Company, especially those prospective investors who are not resident for tax purposes in the UK as they may be subject to taxation law in their respective jurisdictions. Individuals who are citizens of, or resident in, the United States and corporations or other entities taxable as corporations that were created or organised in or under the laws of the United States or any political subdivision thereof, must seek their own advice as to the consequences of the purchase, beneficial ownership and/or disposition of the Ordinary Shares under US federal, state, local and other tax laws, including the possible effects of changes to such laws.

Guernsey Taxation

The Company

Under current law and practice in Guernsey, the Company is eligible for and has been granted exemption from Income Tax in Guernsey under the Income Tax (Exempt Bodies) (Guernsey) Ordinance 1989 (the "Ordinance"). Under the provisions of the Ordinance, the Company will be treated as if it were not resident in Guernsey for the purposes of liability to Guernsey income tax and will not be liable to income tax in Guernsey save in respect of income arising in Guernsey (other than bank deposit interest). It is anticipated that no income other than bank deposit interest will arise in Guernsey and therefore the Company should not incur any additional liability to Guernsey tax. It is intended to conduct the affairs of the Company so as to ensure it retains such exempt status which is granted on application on an annual basis and on payment of the annual fee, currently £600 per application, and provided the Company continues to qualify under the applicable legislation for exemption.

Guernsey currently does not levy taxes upon capital inheritances, capital gains, gifts, sales or turnover (unless the varying of investments and the turning of such investments to account is a business or part of a business), nor are there any estate duties, (save for registration fees and ad valorem duty for a Guernsey Grant of Representation where the deceased dies leaving assets in Guernsey which require presentation of such a Grant).

No stamp duty is chargeable in Guernsey on the issue, transfer or redemption of shares in the Company.

The Company could be subject to FATCA. The application of FATCA to payments made with respect to the Ordinary Shares is not clear.

On 9 October 2012, the Chief Minister of Guernsey announced the intention of the States of Guernsey to negotiate an intergovernmental agreement with the US regarding the implementation of FATCA. The Chief Minister said that discussions had taken place at official level with the US and formal negotiations are currently ongoing. Once signed, an intergovernmental agreement will be subject to ratification by Guernsey's parliament and implementation of the agreement will be through Guernsey's domestic legislative procedure.

FATCA is particularly complex and its application to the Company, the Ordinary Shares and the Shareholders is uncertain at this time. Each Shareholder should consult his or her own tax adviser to obtain a more detailed explanation of FATCA and to learn how this legislation might affect his or her particular circumstance.

Future Changes

It is expected that rules will be introduced in Guernsey to implement FATCA or alternatively that Guernsey may enter into an intergovernmental agreement with the US under which the Company may comply with FATCA by reporting to Guernsey's domestic tax authority relevant information in relation to certain Shareholders which will be shared with the US Internal Revenue Service.

European Savings Directive

Although not a Member State of the European Union, Guernsey, in common with certain other jurisdictions, entered into agreements with EU Member States on the taxation of savings income. From 1 July 2011, paying agents in Guernsey must automatically report to the Director of Income Tax in Guernsey any interest payment to individuals resident in the contracting EU Member States which falls within the scope of the EU Savings Directive (2003/48/EC) (the "Directive") as applied in Guernsey. However, whilst such interest payments may include distributions from the proceeds of shares or units in certain collective investment schemes which are equivalent to a UCITS, in accordance with EC Directive 85/611/EEC (as recast by EC Directive 2009/65/EC (recast)), guidance notes issued by the States of Guernsey on the implementation of the bilateral agreements indicate that the Company is not equivalent to a UCITS. Accordingly, any payments made by the Company to Shareholders will not be subject to reporting obligations pursuant to the agreements between Guernsey and EU Member States to implement the Directive in Guernsey.

The scope and operation of the Directive is currently being reviewed in accordance with the European Council's findings published on 13 November 2008. Any review will affect EU Member States. Guernsey, along with other dependent and associated territories, will consider the effect of any proposed changes to the Directive in the context of existing bilateral treaties and domestic law, once the outcome of that review is known. If changes are implemented, the position of Shareholders in relation to the Directive as applied in Guernsey may be different to that set out above.

The Shareholders

Shareholders resident in Guernsey

Shareholders who are resident for tax purposes in Guernsey (which includes Alderney and Herm) will incur Guernsey income tax at the applicable rate on a distribution, whether received in cash or as a scrip dividend from the Company. The Company will be required to provide the Director of Income Tax in Guernsey with such particulars relating to any distribution paid to Guernsey resident Shareholders as the Director of Income Tax may require, including the names and addresses of the Guernsey resident Shareholders, the gross amount of any distribution paid and the date of the payment. Provided the Company maintains its exempt status, there would currently be no requirement for the Company to withhold tax from the payment of a distribution to a Guernsey resident Shareholder.

Shareholders not resident in Guernsey

In the case of Shareholders who are not resident in Guernsey for tax purposes and provided the Company maintains its exempt status, the Company's distributions, whether paid in cash or as a scrip dividend, can be made to such Shareholders without giving rise to a liability to Guernsey income tax, nor will the Company be required to withhold Guernsey tax on such distributions.

Luxembourg Taxation

Luxco 1 and Luxco 2 (the "Luxcos") are fully taxable SOPARFI companies and should be considered as resident taxpayers for Luxembourg domestic tax purposes within the meaning of article 159 of the Luxembourg income tax law ("LITL") and for purposes of the tax treaties concluded by the Grand Duchy of Luxembourg with other countries. The Luxcos will be liable to Luxembourg corporate income tax and municipal business tax (currently at an aggregate rate of 29.22 per cent. for a company with its registered seat in Luxembourg City) on the amount of the arm's length margin on their financing activities. However, it is expected that the Luxcos will be able to mitigate taxation in Luxembourg by application of the participation exemption (see below), internal financing arrangements and the minimum, advance annual flat tax of €3,210, for which financing and holding companies are liable per Article 174, (6) LITL.

Financing margin

The Luxcos' interest income will be fully taxable in Luxembourg. Interest expenses will be fully deductible, subject to the recognition of an arm's length margin on the financing activity. The Luxcos will be liable to Luxembourg corporate income tax and municipal business tax (currently at an aggregate rate of 29.22 per cent. for a company with its registered seat in Luxembourg City) on the amount of the arm's length margin earned on their financing activities.

Participation exemption

Dividends received by the Luxcos from qualifying participations will be exempt from tax under the Luxembourg participation exemption provided that certain conditions contained in Article 166 LITL are met. Similarly, the disposal of shares by either of the Luxcos will also be exempt from tax by virtue of the participation exemption provided that certain conditions are met. The Directors intend to manage the holdings in subsidiaries so that the participation exemption conditions are met.

Withholding tax

The Luxcos should be entitled to receive dividend and interest payments from UK and other EU subsidiaries without a withholding on account of taxation, subject to the provisions of the EU Parent Subsidiary Directive, the EU Interest and Royalties Directive and, in the case of UK source interest specifically, on receipt of clearance from HMRC for interest to be paid without deduction of UK income tax.

Insofar as the interest accrued or paid is at arm's length and the interest is not accrued or paid on a profit participating bond within the sense of Article 146(1) LITL or under a silent partnership agreement within the meaning of Article 97, (1), 2 LITL, the Luxcos can make interest payments to the Company without a withholding on account of taxation as there is no requirement to withhold tax under Luxembourg law. As the Company is a legal person, the Luxembourg Law of 23 December 2005 (as amended) (which has transposed the Directive, see above) should not apply. In principle, dividends payable by the Luxcos to the Company will be subject to 15 per cent. withholding tax, although measures will be taken to mitigate such withholding tax.

Net worth tax

Net worth tax of 0.5 per cent on the Luxembourg entities' worldwide net worth is payable annually. However, the Directors consider that the amount charged should be nominal on the basis that equity funded shareholdings that qualify for the participation exemption are considered exempt assets and the debts of the Luxcos are tax deductible for net worth tax purposes unless they are financing exempt assets.

Capital duty

As from 1 January 2009, no capital duty applies to subscribed capital. Nevertheless, a registration tax of €75 should be due upon each amendment of the by-laws.

Taxation of the Partnership

Luxco 2 will invest in the Partnership which is transparent for UK and Luxembourg tax purposes.

UK Taxation of Shareholders

The following comments only apply to Shareholders who are resident or ordinarily resident solely in the UK for taxation purposes and who hold their interest in the Company for investment purposes. They do not apply to persons who hold their interest in the Company as trustees or in any other capacity other than that of absolute beneficial owner; nor do they apply to persons who carry on a banking, financial or insurance trade.

As the Company is a closed-ended company and there is no guarantee or undertaking being given that could give rise to an expectation that a reasonable investor could realise their investment either entirely or almost entirely by reference to net asset value (or by reference to an index), it is not expected that the Company will be treated as an offshore fund for the purposes of the offshore funds rules.

Individual Shareholders

Where an individual Shareholder who is resident in the UK, but who is not subject to the remittance basis of taxation, receives a dividend from the Company this is a foreign source dividend and will be subject to income tax at (generally) 10 per cent. if the individual is a basic rate taxpayer, 32.5 per cent. if the individual is a higher rate taxpayer or 42.5 per cent. if the individual has an annual taxable income in excess of £150,000 for tax year 2012/2013 (reducing to 37.5 per cent. for tax year 2013/2014 onwards). Such Shareholders will also be entitled to a non-payable dividend tax credit of one-ninth of the amount or value of the distribution provided that they own less than a 10 per cent. holding in the Company. This will have the effect of eliminating the income tax liability on such dividend income for Shareholders who are liable to tax only at the basic rate of income tax, reducing the effective rate payable by individuals liable to higher rate income tax to 25 per cent. and reducing the effective rate payable by individuals with an annual taxable income in excess of £150,000 to just over 36.1 per cent for tax year 2012/2013 (reducing to 30.55 per cent. for tax year 2013/2014 onwards).

As a general rule, where dividends do not qualify for the non-payable dividend tax credit, the UK will give credit relief for direct tax paid on dividends to such Shareholders. "Direct tax" means foreign tax directly charged on a dividend by deduction at source or charged directly on the Shareholder if neither the Company nor the Shareholder would have borne the tax if the dividend had not been paid.

Individual Shareholders who are resident but not domiciled in the UK, or resident and domiciled but not ordinarily resident in the UK, and to whom the remittance basis of taxation applies will only be taxed to the extent that the dividends are remitted or deemed to be remitted to the UK. Such Shareholders will not be entitled to the non-payable dividend tax credit. Note that, following a recent consultation, it is currently anticipated that the concept of ordinary residence will be abolished for tax purposes for tax year 2013/2014 onwards. Draft legislation was published on 11 December 2012 as part of the draft legislation for Finance Bill 2013 (the "Draft Legislation"), although, as it is in draft form, it is still subject to change. Assuming, however, that the final legislation is enacted in substantially the same form as the Draft Legislation, individuals who are resident and domiciled but not ordinarily resident in the UK will no longer be able to claim remittance basis taxation from and including tax year 2013/2014.

On the basis that it is not expected that the Company will be treated as an offshore fund for the purposes of the offshore funds rules, gains on disposal of the Ordinary Shares by individual UK resident Shareholders should not be subject to UK income tax, but may, depending on the Shareholders' individual circumstances, give rise to liability to UK taxation on capital gains. Shareholders who are resident or ordinarily resident in the UK for tax purposes (or from and including tax year 2013/14, if legislation is enacted in substantially the same form as the Draft Legislation, Shareholders for whom the "residence condition" is met (which, in the case of individual Shareholders, will mean Shareholders who are resident in the UK for tax purposes)) will generally be liable to capital gains tax accruing on the sale or other disposal of their Ordinary Shares. Capital gains tax will be charged at 18 per cent. where the total chargeable gains and total taxable income arising to that individual in a tax year, after all allowable deductions (including losses, the income tax personal allowance and the capital gains tax annual exempt amount) are less than the upper limit of the income tax basic rate band (which is currently £34,370, reducing to £32,010 from and including the tax year 2013/2014). To the extent that any such chargeable gains (or part of any such chargeable gains) arising in a tax year exceed the upper limit of the income tax basic rate band (when aggregated with total taxable income in that tax year as referred to above), capital gains tax will be charged at 28 per cent. on such chargeable gains. If the offshore funds rules do apply, there will be income tax at 40 per cent. for UK higher rate individual taxpayers and 50 per cent. for taxpayers with an annual taxable income in excess of £150,000 for tax year 2012/2013 (reducing to 45 per cent. for tax year 2013/2014 onwards).

Individual Shareholders who are resident but not domiciled in the UK and to whom the remittance basis of taxation applies will only be taxed on gains arising on disposal (whether by sale or redemption) of Ordinary Shares to the extent that the gains are remitted or deemed to be remitted to the UK.

The attention of individuals that are ordinarily resident in the UK for tax purposes (or, from and including tax year 2013/2014, if legislation is enacted in substantially the same form as the Draft Legislation, Shareholders who are resident in the UK) is drawn to the provisions of Chapter 2 of Part 13 of the Income Tax Act 2007 ("ITA 2007"). Broadly under these provisions a UK tax resident individual may be charged to income tax on certain amounts following a transfer of assets to a person not resident or domiciled within the UK for tax purposes. Non-UK domiciled investors to whom the remittance basis of taxation applies should not be subject to UK income tax under these provisions unless the attributed income is remitted to the UK.

Individuals who are resident for tax purposes in jurisdictions other than the UK will be taxed according to the rules of that jurisdiction.

Where a UK resident or ordinarily resident individual Shareholder (or, from and including tax year 2013/2014, if legislation is enacted in substantially the same form as the Draft Legislation, a Shareholder for whom the "residence condition" is met) receives a capital distribution this will be treated as a part disposal of their holding. The capital gain or loss is calculated as proceeds less base cost. As this is deemed to be a part disposal only part of the base cost can be brought into account. The fraction of base cost which is allowable as a deduction is A/(A+B), where A is the consideration and B is the value of the part retained.

Where the distribution is small, compared with the value of the holding in respect of which it is made, it is not treated for capital gains purposes as giving rise to a part disposal. In such a case, the amount of the distribution is deducted from any expenditure allowable as a deduction in computing a gain or loss on a subsequent disposal by the recipient. Therefore the charge is postponed until a subsequent disposal of the holding. This treatment is not compulsory: the recipient can elect to have the distribution treated as a part disposal.

HMRC automatically treats a distribution as being "small" if it is 5 per cent. or less than the value of the shares at the date of distribution or it is not more than £3,000 (irrespective of whether the 5 per cent. test is satisfied).

Where a distribution does not fall within the above categories, HMRC considers each case on its merits.

Section 13 Gains

This paragraph applies to any UK resident or ordinarily resident Shareholders (or, from and including tax year 2013/2014, if legislation is enacted in substantially the same form as the Draft Legislation, Shareholders who are resident in the UK), irrespective of domicile, whose interest (when aggregated with persons connected with them) in the chargeable gains of the Company or the Luxcos or any other non-UK company in which the Company may invest (together, the "non-UK Companies") exceeds one-tenth of the gain. In the event that any non-UK company would be treated as 'close' under UK tax legislation if it were resident in the UK, then part of any chargeable gain accruing to such non-UK company may be attributed to such a Shareholder and the Shareholder may (in certain circumstances) be liable to UK tax on capital gains (under section 13 Taxation of Chargeable Gains Act 1992 ("TGCA")). The part of the capital gain attributed to the Shareholder corresponds to the Shareholder's proportionate interest in such non-UK Company. Subject to certain time limits, such tax will be deductible in computing any gains arising on the disposal of the Shareholder's Ordinary Shares.

Individual Shareholders who are resident but not domiciled in the UK and to whom the remittance basis of taxation applies would only be taxed on the attributed capital gain when it is remitted to the UK.

Note that the UK Government has proposed a number of amendments to the scope of section 13 TCGA as part of the draft legislation for Finance Bill 2013. The proposed amendments would apply to disposals made on or after 6 April 2012 and include an increase of the participation threshold at which participators may have gains attributed to them from over 10 per cent. to over 25 per cent. and an exclusion from the section 13 TCGA charge for gains arising where it is shown that neither the disposal, acquisition nor holding of the asset forms part of an arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to capital gains tax or corporation tax. The intended scope of this exclusion is not clear from the draft legislation or the guidance, but it may, if enacted in its present form, disapply any attribution of gains to Shareholders under section 13 TCGA in certain circumstances.

Corporate Shareholders

The following assumes that the corporate Shareholder will not be holding the investment with a view to realising trade profits under section 35 of the Corporation Tax Act 2009 ("CTA 2009").

UK resident corporate Shareholders may be able to rely upon legislation in CTA 2009 which exempts certain classes of dividend and other company distributions from the charge to UK corporation tax. In particular, provided the Company meets certain conditions (which are anticipated to be met), dividends paid by the Company to a UK resident corporate Shareholder which is not a "small company" for the purposes of section 931S CTA 2009 should not be subject to UK corporation tax.

Where a UK resident corporate Shareholder receives a capital distribution this will be treated as a part disposal of its holding. The capital gain or loss is calculated as proceeds less base cost. As this is deemed to be a part disposal only part of the base cost can be brought into account. The fraction of base cost which is allowable as a deduction is A/(A+B), where A is the consideration and B is the value of the part retained.

Where the distribution is small, compared with the value of the holding in respect of which it is made, it is not treated for chargeable gains purposes as giving rise to a part disposal. In such a case, the amount of the distribution is deducted from any expenditure allowable as a deduction in computing a gain or loss on a subsequent disposal by the recipient. Therefore the charge is postponed until a subsequent disposal of the holding. This treatment is not compulsory: the recipient can elect to have the distribution treated as a part disposal.

HMRC automatically treats a distribution as being "small" if it is 5 per cent. or less than the value of the shares as at the date of distribution or if it is not more than £3,000 (irrespective of whether the 5 per cent. test is satisfied). Where a distribution does not fall within the above categories, HMRC considers each case on its merits.

On the basis that it is not expected that the Company will be treated as an offshore fund for the purposes of the offshore funds rules, gains on disposal of the Ordinary Shares by UK resident corporate Shareholders will be taxable as chargeable gains subject to any tax reliefs available. If the offshore funds rules do apply, such gains will be taxable as income.

If a corporate Shareholder is resident for tax purposes in a country other than the UK then it will be taxed according to the rules of that jurisdiction.

Exempt Shareholders

UK resident exempt funds will not be liable to tax on dividends paid by the Company or chargeable gains arising upon a disposal of investments held for the purposes of the Company.

Controlled foreign company rules

As it is possible that the Company will be owned by a majority of persons resident in the UK, the UK legislation applying to controlled foreign companies may apply to any corporate Shareholders who are resident in the UK. Under these rules, part of any undistributed income accruing to any non-UK company may be attributed to such a Shareholder, and may in certain circumstances be chargeable to UK corporation tax in the hands of the Shareholder. However, this will only apply if the apportionment to that Shareholder (when aggregated with persons connected or associated with them) is at least 25 per cent. of the relevant profits of the controlled foreign company.

Open Offer

HMRC's published practice is to treat a subscription for shares by an existing shareholder up to his pro rata entitlement pursuant to the terms of an open offer as a reorganisation of share capital such that their Existing Ordinary Shares and the New Ordinary Shares will be treated as the same asset acquired at the time the original shares were acquired, and the base cost of the original shares and the New Ordinary Shares will be spread pro rata across their entire holding.

Any New Ordinary Shares subscribed for in excess of the minimum entitlement under the open offer will be treated as a separate acquisition (see "Offer for Subscription" below).

Offer for Subscription

Where Shareholders acquire Ordinary Shares in the Company through different transactions, they will need to take into account the share identification rules in order to determine which Ordinary Shares they will be treated as disposing of on a part disposal of their shareholding.

Broadly, these rules provide that all Ordinary Shares will be treated as forming a single asset (a "share pool"), regardless of when the Shareholders acquired them. Subject to the exceptions described below, the base cost of the Ordinary Shares in the share pool will be the average base cost of all such Ordinary Shares. Any Ordinary Shares acquired and disposed of by Shareholders on the same day and in the same capacity will, however, be treated as though they are acquired by a single transaction and none of them will be regarded as forming part of a share pool. Moreover, any Ordinary Shares acquired by individual Shareholders within 30 days of a disposal of any of their existing Ordinary Shares will not be regarded as forming part of the share pool and will be treated as being disposed of before the other Ordinary Shares in the share pool. Similarly, where a corporate Shareholder disposes of Ordinary Shares within 10 days of an acquisition of Ordinary Shares, the Ordinary Shares disposed of will be identified with the Ordinary Shares acquired and none of them will be regarded as forming part of a share pool.

Placing

The issue of New Ordinary Shares pursuant to the Placing will not constitute a reorganisation of the share capital of the Company for the purposes of the UK taxation of chargeable gains and, accordingly, any New Ordinary Shares so acquired will be treated as acquired as part of a separate acquisition of New Ordinary Shares.

Scrip Shares

On the basis of case law, UK resident Shareholders should not receive any income liable to UK income tax or corporation tax to the extent that they elect to receive Scrip Shares instead of the cash dividend. Nor should they make any disposal for chargeable gains tax purposes at the time the Scrip Shares are allotted. Instead the Scrip Shares and the original registered holding of Ordinary Shares (the "Original Holding") should be treated as a single holding acquired at the time of the Original Holding. There will be no allowable expenditure for chargeable gains tax purposes arising in respect of the Scrip Shares and the allowable expenditure arising in respect of the Original Holding will be apportioned across the Original Holding and the Scrip Shares. A disposal for chargeable gains tax purposes will only arise at the time the Shareholder subsequently disposes of the Scrip Shares or the Original Holding (a "Subsequent Disposal").

UK resident or ordinarily resident individual Shareholders (or, from and including tax year 2013/2014, if legislation is enacted in substantially the same form as the Draft Legislation, a Shareholder for whom the "residence condition" is met) may be subject to capital gains tax in respect of chargeable gains arising on a Subsequent Disposal depending on their individual circumstances. UK resident corporate Shareholders may be subject to corporation tax in respect of chargeable gains arising on a Subsequent Disposal depending on their individual circumstances. UK resident exempt funds will not be liable to tax on chargeable gains arising upon a Subsequent Disposal of investments held for the purposes of the fund.

Stamp Duty and Stamp Duty Reserve Tax ("SDRT")

The following comments are intended as a guide to the general stamp duty and SDRT position and do not relate to persons such as market makers, brokers, dealers, intermediaries and persons connected with depository arrangements or clearance services, to whom special rules apply.

No Guernsey or UK stamp duty or SDRT will be payable on the issue of New Ordinary Shares or the Scrip Shares.

UK stamp duty (at the rate of 0.5 per cent. of the amount of the value of the consideration for the transfer rounded up where necessary to the nearest £5) is payable on any instrument of transfer of Ordinary Shares executed within the UK other than when the value of the consideration for the transfer is less than £1,000 and the transfer is not part of a larger transaction. There may, however, be no practical necessity to pay such stamp duty as UK stamp duty is not an assessable tax. However, an instrument of transfer which is not duly stamped cannot be used for any purpose in the UK; for example, it will be inadmissible in evidence in civil proceedings in a UK court. Provided that there is no register of the Company kept in the UK and transfer is settled electronically via CREST, any agreement to transfer Ordinary Shares will not be subject to UK SDRT.

ISAs and SIPPs

It is expected that the New Ordinary Shares will be eligible for inclusion in ISAs (subject to applicable subscription limits) provided that they have been acquired by purchase in the market (which will include any New Ordinary Shares acquired directly under the Offer for Subscription but not any New Ordinary Shares acquired directly under the Placing) and that they will be permissible assets for SIPPs.

1. Statutory accounts for financial periods ended 31 March 2010, 31 March 2011 and 31 March 2012

Statutory accounts of the Company prepared in accordance with International Financial Reporting Standards for the financial years ended 31 March 2010, 31 March 2011 and 31 March 2012, in respect of which the Company's auditors, KPMG Channel Islands Limited of St. Peter Port, Guernsey made unqualified reports, have been delivered to the Guernsey Financial Services Commission and such reports did not contain any qualifications.

2. Published report and accounts for financial periods ended 31 March 2010, 31 March 2011, 31 March 2012 and 30 September 2012

2.1 Historical financial information

The published annual report and audited accounts of the Company for the financial years ended 31 March 2010, 31 March 2011 and 31 March 2012, as well as the unaudited interim report for the six month period ended 30 September 2012 (all of which have been incorporated in this prospectus by reference and the parts of these documents that are not referred to in this Part IX are not relevant to investors) included, on the pages specified in the table below, the following information:

Nature of information	For the 6 month period ended 30 Sept 2012 Page No(s)	For the year ended 31 March 2012 Page No(s)	For the year ended 31 March 2011 Page No(s)	For the year ended 31 March 2010 Page No(s)
Consolidated income statement	25	63	47	46
Consolidated balance sheet	26	64	48	47
Consolidated cash flow statement	28	66	50	49
Consolidated statement of changes in equity	27	65	49	48
Accounting policies	29	67-73	51-58	50-57
Notes to the financial statements	29-37	67-111	51-85	50-84
Audit report	n/a	62	46	45
Independent review report	24	n/a	n/a	n/a
Unaudited results on an investment basis	19-21	30-32	22-24	21-23
Portfolio valuation	9-13	17-21	12-15	13-15

2.2 Selected financial information

The key figures that summarise the financial condition of the Company in respect of the financial years ended 31 March 2010, 31 March 2011, and 31 March 2012, and the 6 month interim accounts to 30 September 2012, which have been extracted directly on a straightforward basis from the historical financial information referred to in paragraph 2.1 above of this Part IX are set out in the following table:

Net Asset Values on an Investment Basis	As at 30 Sept 2012 (unaudited)	As at 31 March 2012 (unaudited)	As at 31 March 2011 (unaudited)	As at 31 March 2010 (unaudited)
Net assets (£m)	1041.2	1020.5	673.2	502.9
Net Asset Value per Share (p)	117.6	116.3	113.1	110.7
Net Asset Value per Share after deducting the interim/final distribution (p)	114.2	112.8	109.7	107.4

Net Asset Values on a Consolidated IFRS Basis	As at 30 Sept 2012 (unaudited)	As at 31 March 2012 (audited)	As at 31 March 2011 (audited)	As at 31 March 2010 (audited)
Net assets (£m)	1089.2	1033.3	666.9	499.4
Net Asset Value per Share (p)	121.9	117.0	110.4	107.1
Net Asset Value per Share after deducting the interim/final distribution (p)	118.5	113.5	107.0	103.8

Results on an Investment Basis	For the 6 month period ended 30 Sept 2012 (unaudited)	For the year ended 31 March 2012 (unaudited)	For the year ended 31 March 2011 (unaudited)	For the year ended 31 March 2010 (unaudited)
Profit before tax and gains on investments (revenue)(£m)	22.0	33.2	24.3	17.8
Gains on investments (capital) (£m)	20.2	28.8	20.9	7.2
Profit before tax (£m)	42.2	62.0	45.2	25.0
Earnings per share (p)	4.9	9.8	8.9	6.5
Total distributions per share in the relevant period (p)	3.425	6.85	6.7	6.55

Results on a Consolidated IFRS Basis	For the 6 month period ended 30 Sept 2012 (unaudited)	For the year ended 31 March 2012 (audited)	For the year ended 31 March 2011 (audited)	For the year ended 31 March 2010 (audited)
Profit before tax and gains on investments (revenue) (£m)	16.3	20.9	19.6	25.3
Gains on investments (capital) (£m)	71.1	63.3	18.7	(17.6)
Profit before tax (£m)	87.4	84.2	38.3	7.7
Earnings per share (p)	8.9	13.1	9.0	1.6
Total distributions per share in the relevant period (p)	3.425	6.85	6.7	6.55

2.3 Operating and financial review

The published annual reports and audited accounts of the Company for the financial years ended 31 March 2012, 31 March 2011 and 31 March 2010, as well as the unaudited interim report ended 30 September 2012 included, on the pages specified in the table below (which have been incorporated in this prospectus by reference and the parts of these documents that are not referred to in this Part IX are not relevant to investors), descriptions of the Company's financial condition (in both capital and revenue terms), changes in its financial condition and details of the Group's portfolio of investments for each of those periods.

	As at 30 Sept 2012 Page No(s)	As at 31 March 2012 Page No(s)	As at 31 March 2011 Page No(s)	As at 31 March 2010 Page No(s)
Chairman's Statement	4-6	7-11	4-7	4-6
Investment Adviser's Report	8-14	15-24	11-17	10-16
Report of the Directors	n/a	48-51	35-37	34-36

2.4 Availability of annual report and audited accounts for inspection

Copies of the published annual report and audited accounts of the Company for the financial years ended 31 March 2012, 31 March 2011 and 31 March 2010, as well as the unaudited interim report for the period ended 30 September 2012, are available for inspection at the addresses set out in Part X of this prospectus and on the Company's website, www.hicl.com.

The last year of audited information is the financial period ended 31 March 2012, which is less than 15 months prior to the publication of this prospectus.

2.5 No significant change in financial position

Save for seven new acquisitions, two incremental acquisitions and one disposal for a net consideration of £138.5 million, the issue of 88,347,221 Tap Shares, the payment of a 3.425 pence interim dividend on 31 December 2012 and the declaration of a second interim dividend of 3.575 pence per Ordinary Share on 21 February 2013, there has been no significant change in the trading or financial position of the Group since 30 September 2012, being the end of the last financial period for which interim financial information has been published.

2.6 Working capital

In the Company's opinion, the Group has sufficient working capital for its present requirements (that is, for at least the 12 months following the date of this prospectus).

2.7 Capitalisation and indebtedness

The following tables show the capitalisation and indebtedness of the Group as at 30 September 2012 and the indebtedness of the Group as at 31 December 2012. The figures for capitalisation and indebtedness as at 30 September 2012 have been extracted from the unaudited financial statements of the Group for the six months ended 30 September 2012. There has been no material change in the capitalisation of the Group since 30 September 2012, save for the issue of 3,044,058 Ordinary Shares pursuant to the scrip dividend alternative as detailed on page 117 of this prospectus and the issue of 88,347,221 Tap Shares, as a result of which the share premium figure in the table below has increased from £719.5 million to £827.9 million, on both an investment and consolidated IFRS basis.

The figures in the indebtedness table as at 31 December 2012 have been extracted from the underlying accounting records of the Group as at 31 December 2012, and show the external net financial indebtedness of the Group, and exclude balances between entities that comprise the Group.

	Investment Basis1 (£m)	Consolidation Adjustments (£m)	Consolidated IFRS Basis (£m)
Total current debt
Loans and Borrowing
Secured	—	(47.7)	(47.7)
Unguaranteed/Unsecured	—	—	—
Total non-current debt (excluding current portion of long-term debt)
Loans and Borrowing
Secured2	—	(1,448.6)	(1,448.6)
Unguaranteed/Unsecured	—	—	—
Other financial liabilities (fair value of derivatives)3	—	(266.5)	(266.5)
Total indebtedness	—	(1,762.8)	(1,762.8)
Cash and cash equivalents	33.2	112.3	145.5
Total net indebtedness	33.2	(1,650.5)	(1,617.3)
Shareholders' equity (excluding retained reserves)
Share capital4	—	—	—
Share premium	719.5	—	719.5
Minority interests	—	10.0	10.0
Total capitalisation	719.5	10.0	729.5

Total capitalisation and indebtedness as at 30 September 201213

Notes

1 In order to provide Shareholders with a more meaningful representation of the Group's capitalisation and indebtedness, coupled with greater transparency in the Group's capacity for investment and ability to make distributions, the results have been restated and set out in the tables above. The tables are prepared with all investments accounted for on an investment basis. By deconsolidating the subsidiary investments, the capitalisation and indebtedness under consolidated IFRS basis may be compared with the results under the investment basis. 2 At 30 September 2012 included in 'Trade and other receivables' was £1.5 million of capitalised debt costs (relating to the Company only).

3 Other financial liabilities (fair value of derivatives) relate to interest rate swaps and inflation rate swaps entered into by the Group and Project Companies. In order to manage exposure to movements in interest rates, Project Companies financed by floating rate debt swap their floating rate exposure for fixed rates using interest rate swaps. Similarly, in order to manage exposure to movements in inflation rates, some Project Companies use inflation rate swaps.

4 Share Capital is £88,497 and is made up of 884,968,860 issued and fully paid ordinary shares of 0.01p each.

114 Prospectus 2013 ¹³ At 30 September 2012, the Group had no commitments to subscribe for project investments and one of the subsidiaries had capital commitments of £10.2 million contracted for but not provided for in the statement above.

Total net indebtedness as at 31 December 201214

	Investment Basis1 (£m)	Consolidation Adjustments (£m)	Consolidated IFRS Basis (£m)
Total current debt
Loans and Borrowing
Secured	—	(51.9)	(51.9)
Unguaranteed/Unsecured	—	—	—
Total non-current debt (excluding current portion of long-term debt)
Loans and Borrowing
Secured2	—	(1,732.6)	(1,732.6)
Unguaranteed/Unsecured	—	—	—
Other financial liabilities (fair value of derivatives)3	—	(390.5)	(390.5)
Total indebtedness	—	(2,175.0)	(2,175.0)
Cash and cash equivalents	24.2	160.1	184.3
Total net indebtedness	24.2	(2,014.9)	(1,990.7)

Notes

1 In order to provide Shareholders with a more meaningful representation of the Group's capitalisation and indebtedness, coupled with greater transparency in the Group's capacity for investment and ability to make distributions, the results have been restated and set out in the tables above. The tables are prepared with all investments accounted for on an investment basis. By deconsolidating the subsidiary investments, the capitalisation and indebtedness under consolidated IFRS basis may be compared with the results under the investment basis.

2 At 31 December 2012 included in 'Trade and other receivables' was £1.2 million of capitalised debt costs (relating to the Company only).

3 Other financial liabilities (fair value of derivatives) relate to interest rate swaps and inflation rate swaps entered into by the Group and Project Companies. In order to manage exposure to movements in interest rates, Project Companies financed by floating rate debt swap their floating rate exposure for fixed rates using interest rate swaps. Similarly, in order to manage exposure to movements in inflation rates, some Project Companies use inflation rate swaps.

Part X Additional Information

1. The Company

• 1.1 The Company was incorporated with limited liability in Guernsey as a closed-ended investment company on 11 January 2006 with registered number 44185.
• 1.2 The registered office of the Company is 1 Le Truchot, St. Peter Port, Guernsey, Channel Islands GY1 1WD (telephone: 44 (0) 1481 743940). The Company operates under the Law and the ordinances and regulations made thereunder.
• 1.3 The Company's accounting periods terminate on 31 March of each year, the first such period having ended on 31 March 2007.
• 1.4 The Company is an authorised closed-ended collective investment scheme domiciled in Guernsey under the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended, and the Authorised Closed-ended Investment Schemes Rules 2008. Neither the Guernsey Financial Services Commission nor the States of Guernsey Policy Council accept any responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard thereto.
• 1.5 The authorised share capital of the Company upon incorporation was £100,000 divided into 100 management shares of 0.01 pence each and 999,999,900 unclassified shares of 0.01 pence each. Two management shares were issued at par and these were registered in the name of First Ovalap Limited and Second Ovalap Limited respectively. Both such management shares were held for and on behalf of a Guernsey charitable trust. An extraordinary general meeting of the Company was held on 23 March 2012 at which, inter alia, a special resolution to increase the authorised share capital of the Company to £200,000 divided into 100 management shares of 0.01 pence each and 1,999,999,900 unclassified shares of 0.01 pence each was approved by Shareholders. In 2012, the terms of the management shares were amended so that such shares became redeemable and subsequently, at the annual general meeting held on 25 July 2012, Shareholders approved a special resolution to redeem (at their par value of 0.01 pence each) and cancel the 2 issued management shares. The authorised share capital of the Company therefore currently comprises £199,999.99 divided into 1,999,999,900 unclassified shares of 0.01 pence each.
• 1.6 The Company raised £250 million through the IPO pursuant to which the Company issued 250,000,000 Ordinary Shares of 0.01 pence each at an issue price of £1 per Ordinary Share.
• 1.7 On 21 March 2006, the holders of the two issued management shares in the Company passed a special resolution approving the cancellation of the whole amount standing to the credit of the Company's share premium account following completion of the issue of Ordinary Shares pursuant to the IPO (less any issue expenses set off against the share premium account). On 21 July 2006, an order was made by the Royal Court of Guernsey confirming the reduction of the share premium account.
• 1.8 On 21 May 2008, the Company issued 103,600,000 C Shares of 0.01 pence each. On 4 June 2008, as a result of the conversion of such C Shares, the Company issued 84,361,480 new Ordinary Shares of 0.01 pence each in exchange for 103,600,000 C Shares.
• 1.9 On 8 August 2008, 23 September 2009 and 5 July 2010, the Company applied for block listings of 33,402,711 Ordinary Shares, 36,281,287 Ordinary Shares and 30,000,000 Ordinary Shares respectively. The Company fully utilised these block listings, issuing 100,223,998 Ordinary Shares in aggregate during the period from 10 September 2008 to 1 July 2011. During the period from 1 July 2011 to the date of this document, the Company has issued a further 142,389,059 Ordinary Shares by way of tap issues for general corporate purposes.
• 1.10 On 16 December 2009, the Company issued 80,000,000 C Shares of 0.01 pence each. On 15 January 2010, as a result of the conversion of such C Shares, the Company issued 71,856,000 new Ordinary Shares of 0.01 pence each in exchange for 80,000,000 C Shares.

• 1.11 On 15 December 2010, the Company issued 110,000,000 C Shares of 0.01 pence each. On 13 January 2011, as a result of the conversion of such C Shares, the Company issued 97,350,000 new Ordinary Shares of 0.01 pence each in exchange for 110,000,000 C Shares.

• 1.12 On 30 March 2012, the Company issued 250,000,000 C Shares of 0.01 pence each. On 27 April 2012, as a result of the conversion of such C Shares, the Company issued 218,050,000 new Ordinary Shares of 0.01 pence each in exchange for 250,000,000 C Shares.

• 1.13 As a result of the scrip dividend alternative announced on 13 November 2008, the Company issued 327,253 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.125 pence per Ordinary Share.
• 1.14 As a result of the scrip dividend alternative announced on 20 May 2009, the Company issued 139,142 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.275 pence per Ordinary Share.
• 1.15 As a result of the scrip dividend alternative announced on 12 November 2009, the Company issued 917,049 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.2 pence per Ordinary Share.
• 1.16 As a result of the scrip dividend alternative announced on 20 May 2010, the Company issued 354,717 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.35 pence per Ordinary Share.
• 1.17 As a result of the scrip dividend alternative announced on 11 November 2010, the Company issued 1,467,477 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.275 pence per Ordinary Share.
• 1.18 As a result of the scrip dividend alternative announced on 19 May 2011, the Company issued 1,920,795 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.425 pence per Ordinary Share.
• 1.19 As a result of the scrip dividend alternative announced on 10 November 2011, the Company issued 2,462,466 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.35 pence per Ordinary Share.
• 1.20 As a result of the scrip dividend alternative announced on 12 April 2012, the Company issued 1,496,645 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.5 pence per Ordinary Share.
• 1.21 As a result of the scrip dividend alternative announced on 15 November 2012, the Company issued 3,044,058 Ordinary Shares to Shareholders who had elected to receive the same in lieu of an interim dividend of 3.425 pence per Ordinary Share.
• 1.22 By a resolution dated 25 July 2012:
• (a) the Company has the authority to make market purchases of up to 14.99 per cent. of the Ordinary Shares in issue on such date, which authority will expire on the later of 25 January 2014 or the conclusion of the annual general meeting of the Company to be held in 2013. The maximum price payable for each Ordinary Share shall be 105 per cent. of the average of the middle market quotations for an Ordinary Share (as derived from the Official List) for the five Business Days immediately preceding the day of purchase or, if higher, the higher of the latest independent trade and the highest current independent bid. The minimum price payable shall be 0.01 pence per Ordinary Share; and
• (b) the Company has the authority to make and arrange tender offers in accordance with the Company's prospectus dated 29 February 2012 and the Law of up to a maximum of 15 per cent. of the Ordinary Shares in issue on 25 July 2012 at a price of 97 per cent. of the Net Asset Value per Ordinary Share as at the close of business on the relevant Calculation Date.

2. Holding Entities: the Luxcos

As explained on page 44 of this prospectus, the Company holds its assets through the Luxcos, which are two Luxembourg companies each being a SàrI (broadly the equivalent of a private company), and each qualifying as a SOPARFI. The status of SOPARFIs is relevant for the tax treatment of the investment structure as explained in Part VIII of this prospectus. Luxco 2 holds the limited partnership interest in the Partnership.

3. The Partnership

• 3.1 The Partnership was established on 11 January 2006 as a limited partnership under the Limited Partnerships Act 1907 of the United Kingdom with the name Infrastructure Investments Limited Partnership and with registered number LP11056. The principal place of business of the Partnership is at 12 Charles II Street, London, SW1Y 4QU. The Partnership is governed by an amended and restated limited partnership agreement dated 31 March 2011 (as amended by way of a deed of amendment dated 10 July 2012) (the "Limited Partnership Agreement") between Infrastructure Investments General Partner Limited (a wholly owned special purpose subsidiary of Infrared (Infrastructure) Capital Partners Limited) as general partner (the "General Partner") and Luxco 2.
• 3.2 The Operator's appointment as the operator of the Partnership is currently on the terms of an Operator Letter dated 27 June 2012. The management and operation of the Partnership on the intended basis amounts to the regulated activity of operating a collective investment scheme under UK legislation. In order to lawfully carry on a regulated activity in the United Kingdom, a person must be authorised by the FSA to carry on the activity in question unless an exemption applies.

As such, the Operator, which has been authorised by the FSA to carry on, amongst other things, the regulated activity of operating a collective investment scheme, has been appointed as Operator to manage and operate the Partnership. Under the Limited Partnership Agreement, the Operator has full discretion to acquire, dispose of and manage the assets of the Partnership, subject to investment guidelines which reflect the investment strategy, policy and restrictions applying to the Group as set out in this prospectus. The Operator may effect borrowings for the Partnership within limits to be prescribed by the limited partner.

• 3.3 The Limited Partnership Agreement provides that the General Partner and the Operator will not be liable for losses incurred by the Partnership in the absence of their gross negligence, fraud, gross professional misconduct, wilful default, wilful illegal act or any conscious and material breach of their respective obligations. Each of the General Partner, the Operator and their agents and employees are entitled to be indemnified out of the Partnership's assets against claims, costs, damages or expenses incurred or threatened by reason of their acting as such, subject to the same exceptions.
• 3.4 The Partnership does not have a fixed life. If the Operator ceases to be operator, the Company will, under the terms of an option agreement between the Company and the Operator, have the option to buy the entire share capital of the General Partner from Infrared (Infrastructure) Capital Partners Limited, and Infrared (Infrastructure) Capital Partners Limited will have a corresponding option to sell such capital to the Company, in each case for a nominal consideration.

4. Restrictions under the Listing Rules

In accordance with the requirements of the UK Listing Authority, the Company has adopted the policies set out below:

• (a) the Company's primary objective is investing and managing its assets with a view to spreading or otherwise managing investment risk. The Company must, at all times, invest and manage its assets in a way which is in accordance with its investment policy;
• (b) the Company will not conduct a trading activity which is significant in the context of the Group as a whole. The Company will not cross-finance businesses forming part of the Group's investment portfolio; and
• (c) no more than 10 per cent., in aggregate, of the Company's assets will be invested in other listed closed-ended investment funds.

The Listing Rules may be amended or replaced over time. To the extent that the above investment restrictions are no longer imposed under the Listing Rules, those investment restrictions shall cease to apply to the Company.

In the event of any breach of the investment restrictions applicable to the Company, Shareholders will be informed of the actions to be taken by the Company by notice sent to the registered addresses of the Shareholders in accordance with the Articles or by an announcement issued through a Regulatory Information Service.

5. Directors' and other interests

5.1 At the date of this prospectus, the Directors and their connected persons hold the following Ordinary Shares in the Company:

• (a) Graham Picken 100,443 Ordinary Shares
• (b) Sarah Evans 249,471 Ordinary Shares
• (c) John Hallam 97,736 Ordinary Shares
• (d) Chris Russell 68,895 Ordinary Shares
• 5.2 As at the date of this prospectus, the Directors intend to subscribe for, in aggregate, 60,000 New Ordinary Shares pursuant to the Issue.
• 5.3 The Directors are remunerated for their services. In respect of the Company's accounting period ending on 31 March 2012, the Chairman received an annual fee of £47,500, Mr J. Hallam received a fee of £39,000, Mrs S. Evans received a fee of £35,000 and Mr C. Russell received a fee of £35,000. The foregoing fees include an additional £10,000 per Director in respect of the work in relation to the C Share issue in March 2012. In respect of the Company's accounting period ending on 31 March 2013, the Chairman is entitled to an annual fee of £50,000, Mr J. Hallam is entitled to an annual fee of £35,000 and Mrs S. Evans and Mr C. Russell are each entitled to an annual fee of £30,000. The aggregate remuneration of the Directors shall not exceed £250,000 per annum (or such sum as the Company in general meeting shall determine). In addition, each Director is entitled to a payment of £10,000 in connection with additional duties performed in relation to the Issue. All such fees are payable out of the assets of the Company. No Director has waived or agreed to waive future emoluments nor has any Director waived any such emolument during the current financial year. No commissions or performance related payments have been or will be made to the Directors by the Company. In addition, a director (currently Mrs S. Evans) who is also a director of the two Luxcos will be entitled to an additional £5,000 per annum for work in connection with those companies.

No Director has a service contract with the Company, nor are any such contracts proposed. The Directors were confirmed as non-executive directors by the Ordinary Shareholders at the annual general meeting following their appointment, and their appointment is subject to the Articles. The Directors' appointments can be terminated in accordance with the Articles without notice and without compensation.

• 5.4 No loan has been granted to, nor any guarantee provided for the benefit of, any Director by the Company.
• 5.5 There are no potential conflicts of interest between any of the duties owed to the Company by any of the Directors and each of the Directors' private interests and other duties.
• 5.6 No amount has been set aside or accrued by the Company or its subsidiaries to provide pension, retirement or other benefits.
• 5.7 The Board currently intends to appoint two additional Directors during the course of 2013.

6. Other directorships

In addition to their directorships of the Company and other companies in the Group, the Directors are, or have been, members of the administrative, management or supervisory bodies or partners of the following companies or partnerships, at any time in the previous five years:

Name	Current Directorships and Partnerships	Past Directorships and Partnerships
Graham Picken (Chairman) Skipton Building Society		Blue Lake Services Ltd. Derbyshire Building Society
Sarah Evans	Celadon PCC Ltd Crystal Amber Fund Limited CQS Diversified Fund Limited Evans Property Holdings Ltd Harbourvest Senior Loans Europe Limited La Bigoterie Holdings Ltd Northern Trust (Guernsey) Limited	FAP Hedge Fund Opportunities Fund GP Ltd FAP Hedge Fund Opportunities Fund Ltd FAP Hedge Fund Opportunities Master Fund Ltd Japan Leisure Hotels Limited Phaunos Timber Fund Limited
John Hallam	Barclays Insurance Guernsey PCC Ltd Baring Coller Secondaries Fund Ltd Baring Coller Secondaries Fund II Ltd BH Global Ltd Bracken Partners Investments Channel Islands Ltd Dexion Absolute Ltd EFG Private Bank (Channel Islands) Ltd Genesis Asset Managers LLP Genesis Taihei Investments LLC IGA LP GP Ltd Investec Expert Investment Funds PCC Ltd Investec Premier Funds PCC Ltd Les Grandes Moulins Ltd Motion Fund II (GP) Ltd NB Distressed Debt Investment Fund Ltd NB Private Equity Partners Ltd Olivant Ltd Partners Group Global Opportunities Ltd Ruffer Illiquid Strategies Fund of Funds 2009 Ltd	Anfre Insurance PCC (Guernsey) Ltd BSkyB Guernsey Ltd Cazenove Absolute Equity Ltd Ciel Bleu Ltd Ciel Clair Ltd Cognetas Fund (GP) Ltd Develica Asia Pacific Ltd Develica Asia Pacific Real Estate Fund (GP) Ltd Develica Deutschland Ltd Develica Equity Partners Ltd Develica Germany (GP) Ltd EFG Offshore Ltd Emperor Marine Ltd Genesis Administration Ltd Genesis Emerging Markets Opportunities Fund Ltd Genesis Emerging Markets Opportunities Fund Ltd II Genesis Emerging Markets Opportunities Fund Ltd III Harlequin Insurance PCC Ltd Investec Emerging Markets Currency Alpha Fund Ltd Investec Global Energy Long Short Fund Ltd M&G Recovery Investment Co Ltd Mannequin Insurance PCC Ltd

Name	Current Directorships and Partnerships	Past Directorships and Partnerships
	Ruffer Illiquid Strategies Fund 2011 Ltd	NB PEP GP Ltd
	Sienna Investment Co Ltd	New Star RBC Hedge 250 Index Exchange Traded
	Sienna Investment Co 2 Ltd	Securities PCC Ltd
	Sienna Investment Co 3 Ltd	Partners Group Alternative Strategies PCC Ltd
	Sienna Investment Co 4 Ltd	Prodesse Investment Ltd
	Stapleford Insurance Co Ltd	Septup Ltd
	Weightman Vizards Insurance Ltd	Standard Life Investments Property Income Trust Ltd
		Tapestry Investment Co PCC Ltd
		Vision Opportunity China Fund Ltd
Chris Russell	Absolute Return Objective SA	British Airways Pensions Investment
	Association of Investment Companies Ltd	Management Company Ltd
	Dawnfield Holdings Ltd	Candover plc
	Deska Holdings Ltd	Castle Asia Alternative PCC Ltd
	Enhanced Index Funds plc	Dalton Capital Asia Ltd
	F&C Commercial Property Trust Ltd	FAP Hedge Fund Opportunities Fund GP Ltd
	Geski Holdings Ltd	FAP Hedge Fund Opportunities Fund Ltd
	Hanseatic Asset Management LBG	F&C Event Driven Limited
	JP Morgan Fleming Japanese Smaller	Investec All Africa Fund Ltd
	Companies Investment Trust plc	Investec High Income Trust plc
	Macau Property Opportunities Fund Limited	Korea Fund Inc
	Marina View Management Ltd	LIM Japan Fund
	Salters Management Company Ltd
	Schroders (C.I.) Ltd.
	TISEF Ltd

6.1 At the date of this prospectus, none of the Directors:

(a) has any convictions in relation to fraudulent offences for at least the previous five years;

• (b) has been subject to any official public incrimination or sanction of him or her by any statutory or regulatory authority (including any designated professional body) nor has ever been disqualified by a court from acting as a director of a company or from acting as a member of the administrative, management or supervisory bodies of an issuer or from acting in the management or conduct of the affairs of any issuer, for at least the previous five years; or
• (c) has been bankrupt. Graham Picken has not been a director of any company or been a member of the administrative management or supervisory body of an issuer or a senior manager of an issuer at the time of any receivership or compulsory or creditors' voluntary liquidation for at least the previous five years.

Sarah Evans has been a director of the following companies which were dissolved or which went into solvent voluntary liquidation during the past five years:

FAP Hedge Fund Opportunities Fund GP Ltd FAP Hedge Fund Opportunities Fund Ltd FAP Hedge Fund Opportunities Master Fund Ltd Japan Leisure Hotels Limited

John Hallam has been a director of the following companies which were dissolved or which went into solvent voluntary liquidation during the past five years:

BSkyB Guernsey Ltd Cazenove Absolute Equity Ltd Ciel Bleu Ltd Ciel Clair Ltd Ciel Gris Ltd Ciel Nuageux Ltd Ciel Orageux Ltd Ciel Voilé Ltd Develica Asia Pacific Ltd Develica Asia Pacific Real Estate Fund (GP) Ltd Develica Deutschland Ltd Develica Germany (GP) Ltd Genesis Administration Ltd Investec Emerging Markets Currency Alpha Fund Ltd Investec Global Energy Long Short Fund Ltd M&G Recovery Investment Co. Ltd New Star RBC Hedge 250 Index Exchange Traded Securities PCC Ltd Prodesse Investment Ltd Septup Ltd Tapestry Investment Co PCC Ltd Vision Opportunity China Fund Ltd Vision Opportunity China GP Ltd

Chris Russell has been a director of the following companies which were dissolved or which went into solvent voluntary liquidation during the past five years:

Castle Asia Alternative PCC Ltd Dalton Capital Asia F&C Event Driven Ltd – Voluntary liquidation FAP Hedge Fund Master Fund Ltd FAP Hedge Fund Opportunities Fund Ltd FAP Hedge Fund Opportunities Fund GP Ltd Investec All Africa Fund Investec High Income Trust plc – Voluntary liquidation

• 6.2 The Company maintains directors' and officers' liability insurance on behalf of the Directors at the expense of the Company.
• 6.3 The business address of the Directors is 1 Le Truchot, St. Peter Port, Guernsey, GY1 1WD.

7. Major interests

7.1 In so far as is known to the Company, as at the close of business on 22 February 2013 (the latest practicable date prior to publication of this prospectus), the following registered holdings representing a direct or indirect interest of 3 per cent. or more of the Company's issued share capital were recorded on the Company's share register:

	Number of Ordinary Shares Held	Percentage Held
Nortrust Nominees Limited	61,404,482	6.29%
Chase Nominees Limited	54,827,024	5.62%
Forest Nominees Limited	41,930,036	4.29%
Ferlim Nominees Limited	40,098,853	4.11%
Rathbone Nominees Limited	36,995,502	3.79%
Giltspur Nominees Limited	33,483,146	3.43%

• 7.2 Those interested, directly or indirectly, in three per cent. or more of the issued share capital of the Company do not now and, following the Issue, will not have different voting rights from other Shareholders.
• 7.3 The Company is not aware of any person who directly or indirectly, jointly or severally, will exercise or could exercise control over the Company immediately following the Issue.
• 7.4 The Company is not aware of any arrangements, the operation of which may at a subsequent date result in a change of control of the Company.
• 7.5 As at 22 February 2013 (the latest practicable date prior to publication of this prospectus), the Investment Adviser's staff, and their connected persons, hold in aggregate approximately 1 million Ordinary Shares.
• 7.6 As at the date of this prospectus, the Directors intend to subscribe for, in aggregate, 60,000 New Ordinary Shares pursuant to the Issue. As at the date of this prospectus, insofar as is known to the Company, no person intends to subscribe for more than 5 per cent. of the Issue.

8. Memorandum of Incorporation

The Memorandum of the Company provides that the objects of the Company include carrying on business as an investment company. The objects of the Company are set out in full in clause 4 of the Memorandum, a copy of which is available for inspection at the addresses specified in paragraph 13 of this Part X.

9. Articles of Incorporation

The following are excerpts from or summaries of the Articles of Incorporation of the Company and are set out in full in the Articles.

9.1 Votes of members

Subject to Articles 11 and 162(4) (and to the restrictions referred to below) and subject to any special rights or restrictions for the time being attached to any class of shares, every member (being an individual) present in person or by proxy or (being a corporation) present by a duly authorised representative at a general meeting has, on a show of hands, one vote and, on a poll, one vote for every Ordinary Share or fraction of an Ordinary Share held by him.

9.2 Shares

Ordinary Shares of 0.01p each

(a) Income

Holders of Ordinary Shares are entitled to participate in any dividends or other distributions out of the profits of the Company available for dividend or distribution and resolved to be distributed in respect of any accounting period or any other income right to participate therein.

(b) Capital

Holders of Ordinary Shares are entitled on the winding-up of the Company to receive out of the assets of the Company available for distribution an amount equal to the nominal value of the Ordinary Shares plus the surplus (if any) remaining after payment of the nominal values of the Nominal Shares then in issue.

(c) Redemption

The Directors have the power (but no obligation) to redeem some or all of the Ordinary Shares on dates determined in their discretion (each a "Redemption Date"). The Directors are entitled in their absolute discretion to determine the procedures for redemption on and after the Redemption Date (subject to the facilities and requirements of CREST). Without prejudice to the foregoing, the Company shall notify Shareholders of the number of Ordinary Shares to be redeemed (if any) and the discount to be applied to the Net Asset Value of the Ordinary Shares in arriving at the redemption price.

Payment of the redemption price in respect of any Ordinary Shares in certificated form may be made by cheque or warrant made payable to the relevant Shareholders or, in the case of joint Shareholders, to such relevant joint Shareholders or to such person or persons as the relevant Shareholder or all the relevant joint Shareholders may in writing direct and sent (at the risk of the Shareholder or Shareholders) to the address specified by that Shareholder (or, if none is specified, to the address of the Shareholder as entered on the register, or in the case of joint Shareholders, to that one of the relevant joint Shareholders who is first named on the register in respect of such Ordinary Shares). Due payment of the cheque or warrant will be in satisfaction of the redemption price represented thereby. The Company may alternatively make such payment by electronic transfer to a bank account nominated by the relevant Shareholder or all the relevant joint Shareholders and notified to the Registrar not less than three Business Days before the Redemption Date, at the Shareholder's or Shareholders' expense.

Each payment in respect of Ordinary Shares held in uncertificated form (that is, in CREST) will be made by electronic transmission to an account in accordance with the mandate instruction in writing acceptable to the Company given by the relevant Shareholder or all the relevant joint Shareholders.

Nominal Shares of 0.01p each

The holder or holders of Nominal Shares shall have the right to receive notice of and to attend general meetings of the Company but shall not be entitled to vote thereat. Nominal Shares shall carry no right to dividends. The Nominal Shares may be issued in order to facilitate the conversion of C Shares in accordance with the Articles. In a winding-up, holders of Nominal Shares shall be entitled to be repaid an amount equal to their nominal value out of the assets of the Company. No Nominal Shares are currently in issue.

C Shares

In order to prevent the issue of further shares diluting existing Shareholders' share of the NAV of the Company, if the Directors consider it appropriate they may issue further shares as "C Shares". C Shares constitute a temporary and separate class of shares which are issued at a fixed price determined by the Company. The issue proceeds from the issue of C Shares will be

invested in investments which initially will be attributed solely to the C Shares. Once the investments have been made, the C Shares will be converted into Ordinary Shares on a basis which reflects the respective net assets per share represented by the two classes of shares.

9.3 Dividends and distributions

• (a) Subject to compliance with the Law, the Board may at any time declare and pay such dividends as appear to be justified by the position of the Company. The Board may also declare and pay any fixed dividend which is payable on any shares of the Company half-yearly or otherwise on fixed dates whenever the position in the opinion of the Board so justifies.
• (b) The Company in general meeting may declare a dividend but no dividend shall exceed the amount recommended by the Directors or permitted by the Law.
• (c) The distribution by way of dividend of the Company's surpluses arising from the realisation of investments is prohibited. Whenever a dividend or a distribution falls to be considered by the Board, the Directors will consider whether to distribute a dividend or otherwise.
• (d) Subject to Section 304 of the Law, the Directors may at any time declare and pay such interim dividends as appear to be justified by the position of the Company.
• (e) The method of payment of any dividend shall be at the discretion of the Board.
• (f) All unclaimed dividends may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed and the Company shall not be constituted a trustee thereof. No dividend shall bear interest against the Company. Any dividend unclaimed after a period of 12 years from the date of declaration or payment of such dividend shall be forfeited and shall revert to the Company.
• (g) The Directors are empowered to create reserves before recommending or declaring any dividend. The Directors may also carry forward any profits or other sums which they think prudent not to distribute by dividend.

9.4 Scrip Dividend

• (a) The Directors may, if authorised by an ordinary resolution, offer any holders of any particular class of shares (excluding treasury shares) the right to elect to receive further shares (whether or not of that class), credited as fully paid, instead of cash in respect of all or part of any dividend.
• (b) The value of the further shares shall be calculated by reference to the average of the middle market quotations for a fully paid share of the relevant class, as shown in the Official List, for the day on which such shares are first quoted "ex" the relevant dividend and the four subsequent dealing days or in such other manner as the Directors may decide.
• (c) The Directors shall give notice to the members of their rights of election in respect of the scrip dividend and shall specify the procedure to be followed in order to make an election.
• (d) The further shares so allotted shall rank pari passu in all respects with the fully paid shares of the same class then in issue except as regards participation in the relevant dividend.
• (e) The Board may from time to time establish or vary a procedure for election mandates, under which a holder of shares may, in respect of any future dividends for which a right of election is offered, elect to receive shares in lieu of such dividend on the terms of such mandate.

9.5 Issue of shares

• (a) Without prejudice to any special rights conferred on the holders of any class of shares, any share in the Company may be issued with or have attached thereto such preferred, deferred or other special rights, or such restrictions whether in regard to dividend, return of capital, voting or otherwise as the Company may from time to time by ordinary resolution determine and, subject to and in default of such resolution, as the Directors may determine.
• (b) Subject to the Articles, the unissued shares shall be at the disposal of the Directors, and they may allot, grant options over or otherwise dispose of them to such persons, at such times and generally on such terms and conditions and in such manner and at such times as they determine and so that the amount payable on application on each share shall be fixed by the Directors.
• (c) The Company may on any issue of shares pay such commission as may be fixed by the Directors and disclosed in accordance with the Law. The Company may also pay brokerage charges.

9.6 Pre-emption rights

If the Company proposes to allot any further Ordinary Shares or C Shares for cash ("Equity Shares") or to sell treasury shares for cash (together with the Equity Shares, "Relevant Securities"), those Relevant Securities shall not be allotted to any person unless the Company has first offered them to the existing holders (as at a record date selected by the Directors) of that class of shares (if any) on the same terms, and at the same price, as those Relevant Securities are proposed to be offered to other persons, on a pro rata basis to the number of shares of the relevant class held by those holders.

These provisions may be modified or excluded in relation to any proposed allotment by special resolution of the shareholders.

These provisions will not apply to scrip dividends effected in accordance with the Articles.

9.7 Variation of rights

If at any time the capital of the Company is divided into separate classes of share, the special rights attached to any class of shares may (unless otherwise provided by the terms of issue) be varied with the consent in writing of the holders of three-quarters of the issued shares of that class or with the sanction of a special resolution passed at a separate meeting of the holders of such shares. The necessary quorum shall be two persons holding or representing by proxy at least one-third of the voting rights of the class in question. Every holder of shares of the class concerned shall be entitled at such meeting to one vote for every share held by him on a poll. The rights conferred upon the holders of any shares or class of shares issued with preferred, deferred or other rights shall not be deemed to be varied by the creation or issue of further shares ranking pari passu therewith or the exercise of any power under the disclosure provisions requiring shareholders to disclose an interest in the Company's shares as set out in the Articles.

9.8 Restriction on voting

A member of the Company shall not be entitled in respect of any share held by him to attend or vote (either personally or by representative or by proxy) at any general meeting or separate class meeting of the Company:

• (a) unless all amounts due from him have been paid; or
• (b) in the circumstances mentioned in paragraphs 9.9 and 9.10 below.

9.9 Notice requiring disclosure of interest in shares

The Directors may serve notice on any member requiring that member to disclose to the Company to the satisfaction of the Directors the identity of any person (other than the member) who has an interest in the shares held by that member and the nature of such interest. Any such notice shall require any information in response to such notice to be given within such reasonable time as the Directors may determine.

The Directors may be required to exercise their powers under the relevant Article on a requisition of members holding not less than one-tenth of the paid up capital of the Company carrying the right to vote at general meetings. If any member is in default in supplying to the Company the information required by the Company within the prescribed period, the Directors in their absolute discretion may serve a direction notice on the defaulting member. The direction notice may direct that in respect of the shares in respect of which the default has occurred (the "default shares") and any other shares held by the defaulting member, that member shall not be entitled to vote in general meetings or class meetings. Where the default shares represent at least 0.25 per cent. of the class of shares concerned the direction notice may additionally direct that dividends and distributions on such shares will be retained by the Company (without interest) and that no transfer of the shares (other than a transfer authorised under the Articles) shall be registered until the default is rectified.

9.10 Transfer of shares

The Articles provide that the Directors may implement such arrangements as they may think fit in order for any class of shares to be admitted to settlement by means of the CREST UK system. If the Directors implement any such arrangements, no provision of the Articles shall apply or have effect to the extent that it is in any respect inconsistent with:

• (a) the holding of shares of that class in uncertificated form;
• (b) the transfer of title to shares of that class by means of the CREST UK system; or
• (c) the CREST Guernsey Requirements.

Where any class of shares is for the time being admitted to settlement by means of the CREST UK system such securities may be issued in uncertificated form in accordance with and subject as provided in the CREST Guernsey Requirements. Unless the Directors otherwise determine such securities held by the same holder or joint holder in both certificated form and uncertificated form shall be treated as separate holdings. Such securities may be changed from uncertificated to certificated form and from certificated to uncertificated form in accordance with and subject as provided in the CREST Guernsey Requirements.

Title to such of the shares as are recorded on the register as being held in uncertificated form may be transferred only by means of the CREST UK system. Every transfer of shares from a CREST account of a CREST member to a CREST account of another CREST member shall vest in the transferee a beneficial interest in the shares transferred, notwithstanding any agreements or arrangements to the contrary however and whenever arising and however expressed.

Subject as provided below, any member may transfer all or any of his shares which are in certificated form by instrument of transfer in any form which the Directors may approve. The instrument of transfer of a certificated share shall be signed by or on behalf of the transferor. The Directors may refuse to register any transfer of certificated shares unless the instrument of transfer is lodged at the Company's registered office accompanied by the relevant share certificate(s) and such other evidence as the Directors may reasonably require to show the right of the transferor to make the transfer. The Directors may refuse to register a transfer of any share which is not fully paid up or on which the Company has a lien provided that this would not prevent dealings from taking place on an open and proper basis.

Subject to the provisions of the CREST Guernsey Requirements, the registration of transfers may be suspended at such times and for such periods as the Directors may from time to time determine provided that such suspension shall not be for more than 30 days in any year.

If it shall come to the notice of the Directors that any shares:

• (a) are or may be owned or held directly or beneficially by any person whose ownership or holding or continued ownership or holding of those shares (whether on its own or in conjunction with any other circumstances appearing to the Directors to be relevant) might in the sole and conclusive determination of the Directors cause a pecuniary or tax disadvantage to the Group; or
• (b) are or may be owned or held directly or indirectly by another holder of shares or other securities of the Company or any person that is a pension or other benefit plan subject to Title I of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA") and in the opinion of the Directors the assets of the Company may be considered "plan assets" within the meaning of regulations adopted under ERISA; or
• (c) are or may be owned or held directly or beneficially such that the aggregate number of United States Persons (as defined in the Articles) who are holders or beneficial owners (which for these purposes shall include beneficial ownership by attribution pursuant to Section 3(c)(1)(A) of the Investment Company Act) of shares or other securities of the Company and who are Private Offering Holders (as defined in the Articles) is or may be more than 75; or
• (d) are or may be owned or held directly or beneficially by any person to whom a transfer of shares or whose ownership or holding of any shares might in the opinion of the Directors require registration of the Company as an investment company under the Investment Company Act,

(such shares being "Prohibited Shares"), the Directors shall give notice in writing to the holder of a share requiring him to make a declaration as to whether or not the share is a Prohibited Share in circumstances in which it is unclear to the Directors whether or not the share is a Prohibited Share.

The Directors shall give written notice to the holder of any share which appears to them to be a Prohibited Share requiring him within 21 days (or such extended time as the Directors consider reasonable) to transfer (and/or procure the disposal of interests in) such share to another person so that it will cease to be a Prohibited Share. From the date of such notice until registration for such a transfer or a transfer arranged by the Directors as referred to below, the share will not confer any right on the holder to receive notice of or to attend and vote at general meetings of the Company (and of any class of shareholders) and those rights will vest in the Chairman of any such meeting, who may exercise or refrain from exercising them entirely at his discretion. If the notice is not complied with within 21 days to the satisfaction of the Directors, the Directors shall arrange for the Company to sell the share at the best price reasonably obtainable to any other person so that the share will cease to be a Prohibited Share. The net proceeds of sale (with interest at such rate as the Directors consider appropriate) shall be paid over by the Company to the former holder upon surrender by him of the relevant share certificate.

9.11 Alteration of capital and purchase of shares

The Company may from time to time by ordinary resolution increase its authorised share capital if such has been specified by such sum to be divided into shares of such amount as the resolution may prescribe.

The Company may from time to time, subject to the provisions of the Law, purchase its own shares (including any redeemable shares) in any manner authorised by the Law.

The Company may by ordinary resolution: consolidate and divide all or any of its share capital into shares of a larger amount than its existing shares; subdivide all or any of its shares into shares of a smaller amount than is fixed by the Memorandum of Incorporation; cancel any shares which at the date of the resolution have not been taken or agreed to be taken and diminish the amount of its authorised share capital by the amount of shares so cancelled; convert all or any of its shares into a different currency; or denominate or redenominate the share capital in a particular currency.

The Company may reduce its share capital, any capital account or any share premium account in any manner and with and subject to any authorisation and consent required by the Law.

9.12 Interests of Directors

• (a) A Director must, immediately after becoming aware of the fact that he is interested in a transaction or proposed transaction with the Company, disclose such conflict to the Board if the monetary value of the Director's interest is quantifiable, or if there is no quantifiable monetary value, the nature and extent of the interest.
• (b) The requirement in paragraph (a) above does not apply if the transaction proposed is between the Director and the Company, or if the Company is entering into the transaction in the ordinary course of business on usual terms.
• (c) Save as mentioned below, a Director shall not vote in respect of any contract or arrangement or any other proposal whatsoever in which he has any material interest otherwise than by virtue of his interest in shares or debentures or other securities of or otherwise through the Company. A Director may be counted in the quorum at a meeting in relation to any resolution on which he is debarred from voting.
• (d) A Director shall be entitled to vote (and be counted in the quorum) (in the absence of some other material interest not mentioned below) in respect of any resolution concerning any of the following matters:
• (i) the giving of any guarantee, security or indemnity to him in respect of money lent or obligations incurred by him at the request of or for the benefit of the Company or any of its subsidiaries;
• (ii) the giving of any guarantee, security or indemnity to a third party in respect of a debt or obligation of the Company or any of its subsidiaries for which the Director himself has assumed responsibility in whole or in part under a guarantee or indemnity or by the giving of security;
• (iii) any proposal concerning an offer of shares or debentures or other securities of or by the Company or any of its subsidiaries for subscription or purchase in which offer he is or is to be interested as a participant in the underwriting or sub-underwriting thereof;
• (iv) any proposal concerning any other company in which he is interested, directly or indirectly, and whether as an officer or shareholder or otherwise howsoever, provided that he is not the holder of or beneficially interested in one per cent. or more of the issued shares of any such company (or of any third company through which his interest is derived) or of the voting rights available to members of the relevant company (any such interest being deemed to be a material interest in all circumstances).
• (e) A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company, or where the terms of appointment are arranged and he may vote on any such appointment other than his own appointment or the terms thereof.

• (f) Any Director may act by himself or by his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

• (g) Any Director may continue to be or become a director, managing director, manager or other officer or member of a company in which the Company is interested, and any such Director shall not be accountable to the Company for any remuneration or other benefits received by him.

• (h) A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director on such terms as the Directors may determine.

9.13 Directors

• (a) The Directors shall be remunerated for their services at such rate as the Directors shall determine provided that the aggregate amount of such fees shall not exceed £250,000 per annum (or such sums as the Company in general meeting shall from time to time determine). The Directors shall also be entitled to be paid all reasonable expenses properly incurred by them in attending general meetings, board or committee meetings or otherwise in connection with the performance of their duties.
• (b) If any Director having been requested by the Directors shall render or perform extra or special services or shall travel or go to or reside in any country not his usual place of residence for any business or purpose of the Company he shall be entitled to receive such sum as the Directors may think fit for expenses and also such remuneration as the Directors may think fit either as a fixed sum or as a percentage of profits or otherwise and such remuneration may, as the Directors shall determine, be either in addition to or in substitution for any other remuneration which he may be entitled to receive.
• (c) The Directors may from time to time appoint one or more of their body (other than a Director resident in the UK) to the office of managing director or to any other executive office for such periods and upon such terms as they determine.
• (d) The Directors may at any time appoint any person to be a Director either to fill a casual vacancy or as an addition to the existing Directors. Any Director so appointed shall hold office only until, and shall be eligible for re-election at, the next general meeting following his appointment but shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at that meeting if it is an annual general meeting. Without prejudice to those powers, the Company in general meeting may appoint any person to be a Director either to fill a casual vacancy or as an additional Director.
• (e) The Articles require that, at each annual general meeting, not less than one-third of the Directors (or if their number is not three or an integral multiple of three), the number nearest thereto, shall retire from office. Notwithstanding this and consistent with the UK Corporate Governance Code, it is the policy of the Directors that each of their number will retire from office and may stand for re-election at every annual general meeting.
• (f) Subject to the provisions of the Articles, the Directors to retire by rotation on each occasion shall be those of the Directors who have been longest in office since their last appointment or re-appointment but, as between persons who became or were last reappointed Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. In addition, any Director who would not otherwise be required to retire at any annual general meeting which is the third annual general meeting after the later of his appointment by the Company in general meeting and re-election as a Director of the Company in general meeting, shall nevertheless be required to retire at such annual general meeting.
• (g) If any resolution(s) for the appointment or re-appointment of the persons eligible for appointment or re-appointment as Directors are put to an annual general meeting and are lost and at the end of that meeting there are fewer than the minimum number of Directors required for the Company then all retiring Directors of the Company who stood for re-appointment (the "Retiring Directors") shall be deemed to have been re-appointed and shall remain in office. The

Retiring Directors may only act for the purpose of filling vacancies and convening general meetings and perform such duties as are appropriate to maintain the Company as a going concern and to comply with the Company's legal and regulatory obligations but not for any other purpose.

• (h) The Retiring Directors shall convene a general meeting as soon as reasonably practicable following the annual general meeting referred to in (g) above and they shall retire from office at that meeting. If at the end of that further meeting the number of Directors is fewer than the minimum number required then the provisions outlined in (g) above shall also apply to that meeting.
• (i) A Director who retires at an annual general meeting may, if willing to act, be re-appointed. If he is not re-appointed then he shall, unless (g) above applies, retain office until the meeting appoints someone in his place or, if it does not do so, until the end of the meeting.
• (j) The maximum number of Directors shall be seven and the minimum number of Directors shall be two. The majority of the Directors shall at all times be resident outside the United Kingdom.
• (k) Unless otherwise fixed by the Company in general meeting, a Director shall not be required to hold any qualification shares.
• (l) Each Director is required to retire at 70 years of age.
• (m) The office of Director shall be vacated if the Director resigns his office by written notice, if he shall have absented himself from meetings of the Directors for a consecutive period of six months and the Directors resolve that his office shall be vacated, if he becomes of unsound mind or incapable, if he becomes insolvent, suspends payment or compounds with his creditors, if he is requested to resign by written notice signed by all his co-Directors, if the Company in general meeting by ordinary resolution shall declare that he shall cease to be a Director, or if he becomes resident in the United Kingdom and, as a result, a majority of the Directors are resident in the United Kingdom.
• (n) The Directors may appoint a Chairman, who will not have a second or casting vote.

9.14 General Meetings

Notice for any general meeting shall be sent by the secretary or officer of the Company or any other person appointed by the Directors not less than 14 clear days before the meeting. The notice must specify the time, date, and place of the general meeting and, in the case of any special business, the general nature of the business to be transacted. A meeting may be convened by a shorter notice or at no notice in any manner the members think fit, with the consent in writing of all the members pursuant to the Law. The accidental omission to give notice of any meeting or the non-receipt of such notice by any Shareholder shall not invalidate any resolution, or any proposed resolution otherwise duly approved, passed or proceeding at any meeting. The quorum for the general meeting shall be two members present in person or by proxy.

9.15 Winding-up

• (a) On a winding-up, the surplus assets remaining after payment of all creditors, including payment of bank borrowings, shall be applied in the following priority:

• (i) if any C Shares are in issue then:

  • (1) the Share Surplus (as defined in the Articles) shall be divided amongst the holders of Ordinary Shares in accordance with paragraph (ii) below as if the Share Surplus comprised the assets of the Company available for distribution;
  • (2) the C Share Surplus (as defined in the Articles) shall be divided amongst the holders of C Share(s) pro rata according to their holdings of C Shares;

• (3) the Deferred Shares shall have no rights to the capital or assets of the Company;

• (ii) the Share Surplus shall be applied in the following priority:
• (1) firstly, in the payment to the holders of Ordinary Shares of a sum equal to the nominal amount of the Ordinary Shares of such class held by such holders provided that there are sufficient assets available in the Company to enable such payment to be made;
• (2) secondly, in the payment to the holder or holders of the Nominal Shares of sums up to the nominal amount paid up thereon out of the assets of the Company remaining after recourse thereto under (4) above; and
• (3) thirdly, in the payment to the holders of the Ordinary Shares of any balance then remaining including but without limitation the balance of any assets in the Company.
• (b) On a winding-up the liquidator may, with the authority of a special resolution, divide amongst the members in specie any part of the assets of the Company. The liquidator may with like authority vest any part of the assets in trustees upon such trusts for the benefit of members as he shall think fit but no member shall be compelled to accept any assets in respect of which there is any liability.
• (c) Where the Company is proposed to be or is in the course of being wound up and the whole or part of its business or property is proposed to be transferred or sold to another company the liquidator may, with the sanction of an ordinary resolution, receive in compensation, or part compensation for the transfer or sale, shares, policies or other like interests in the transferee for distribution among the members or may enter into any other arrangements whereby the members may, in lieu of, or in addition to, receiving cash, shares, policies or other like interests participate in the profits of or receive any other benefit from the transferee.

9.16 Borrowing powers

The Directors may exercise all the powers of the Company to borrow money (in whatever currency the Directors determine from time to time) and to give guarantees, mortgage, hypothecate, pledge or charge all or part of its undertaking, property or assets and uncalled capital and to issue debentures and other securities whether outright or as collateral security for any liability or obligation of the Company or of any third party, provided always that the aggregate principal amount from time to time outstanding of all borrowings by the Group (excluding intra-Group borrowings and the debts of underlying investee companies, but including any financial guarantees to support investment obligations) shall not at any time exceed 50 per cent. of the Adjusted Gross Asset Value of the Group's investments and cash balances.

10. General

• 10.1 The Issue is not underwritten.
• 10.2 The Company initially obtained consent under the GSFC regulatory framework for closed-ended funds on 8 February 2006. As an existing closed-ended collective investment scheme the Company, with effect from 15 December 2008, has been deemed to have been granted an authorisation declaration in accordance with section 8 of the Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended and rule 6.02 of the Authorised Closed-ended Investment Schemes Rules 2008 as if such Rules had been in operation on 8 February 2006. The Company is authorised and regulated by the GFSC.

The Company is not (and is not required to be) regulated or authorised by the FSA but, in common with other investment companies admitted to the UK Official List, is subject to the Listing Rules and is bound to comply with applicable law such as the relevant parts of FSMA.

• 10.3 There have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Company is aware) during the period covering the 12 months preceding the date of this prospectus, which may have, or have had in the recent past, a significant effect on the Company's and/or the Group's financial position or profitability. For the purposes of this paragraph, the Group shall include any Project Company which is a subsidiary undertaking of the Group.
• 10.4 The Issue Price of 119.5 pence per New Ordinary Share represents a premium of 119.49 pence over its nominal value of 0.01 pence.
• 10.5 The Company is committed to complying with any corporate governance obligations which may apply to Guernsey registered companies from time to time. The Company is a member of the Association of Investment Companies (the "AIC") and to date has complied with the AIC code of corporate governance along with (except as explained below) the UK Corporate Governance Code (formerly the Combined Code). As a Guernsey authorised closed-ended collective investment scheme, the Company is subject to the Code of Corporate Governance issued by the GFSC which came into force on 1 January 2012 (the "Guernsey Code"). The Company is deemed to comply with the Guernsey Code by virtue of its compliance with the AIC code of corporate governance and with the UK Corporate Governance Code.

The Financial Reporting Council published a new edition of the UK Corporate Governance Code in September 2012, which applies to reporting periods beginning on or after 1 October 2012. The AIC is in the process of updating the AIC code of corporate governance to reflect the relevant changes to the UK Corporate Governance Code. The Company currently complies with the previous (June 2010) edition of the UK Corporate Governance Code (an approach which is accepted by the Financial Reporting Council) and is now considering the timing for adoption of the principles contained in the September 2012 edition as appropriate for a company of its size and nature.

The Board currently consists of four non-executive Directors, all of whom are independent of the Company's Investment Adviser. This independence allows all the Directors to sit on the Company's various Committees. The provision of the UK Corporate Governance Code which relates to the combination of the roles of the chairman and chief executive does not apply as the Company has no executive directors.

Consistent with the UK Corporate Governance Code, it is the policy of the Directors that each of their number will retire from office and may stand for re-election at every annual general meeting.

• 10.6 The Company's audit committee is comprised of John Hallam (chairman of the committee), Sarah Evans and Chris Russell. The audit committee's remit is to meet bi-annually and to consider, inter alia:
• (a) the annual and interim accounts;
• (b) the system of internal controls; and
• (c) the terms of appointment and remuneration for the auditor (including overseeing the independence of the auditor particularly as it relates to the provision of non-audit services).

The Company's remuneration committee is comprised of Chris Russell (chairman of the committee), Graham Picken, Sarah Evans and John Hallam. The remuneration committee's remit is to meet annually and to consider, inter alia:

• (a) the policy for remuneration of the Directors;
• (b) any proposed changes to the remuneration of the Directors; and
• (c) any additional ad hoc payments in relation to duties undertaken over and above normal business.

The Company has also established a nomination committee and a management engagement committee, each of which are comprised of Graham Picken, Chris Russell, Sarah Evans and John Hallam.

• 10.7 Where information contained in this prospectus has been sourced from a third party, the Company confirms that such information has been accurately reproduced and, so far as the Company is aware and is able to ascertain from information published by that third party, no facts have been omitted which would render the reproduced information inaccurate or misleading.
• 10.8 The Company has not had any employees since its incorporation and does not own any premises.
• 10.9 The Investment Adviser has given and has not withdrawn its consent to the inclusion of the statements attributed to it in this prospectus in the form and context in which they are included and has authorised the contents of its statements for the purposes of the Prospectus Rules. The Investment Adviser accepts responsibility for, and authorises, and consents to, the inclusion of, the statements attributed to it contained in this document. To the best of the knowledge and belief of the Investment Adviser (who has taken all reasonable care to ensure that such is the case) those statements are in accordance with the facts and do not omit anything likely to affect the import of those statements.
• 10.10 In the event that the Issue raises £119.5 million, the net assets of the Company will increase by £117.5 million. If the Issue had been undertaken on the first day of the Company's last completed financial year, the Company's earnings in that financial year would have increased.

11. Material contracts

• 11.1 The following contracts (not being contracts entered into in the ordinary course of business) (a) have been entered into by the Company or a Holding Entity during the two years immediately preceding publication of this prospectus and are, or may be, material, or (b) have been entered into by the Company or a Holding Entity and include an obligation or entitlement which is material to the Company as at the date of this prospectus:
• (a) A placing, open offer and offer agreement dated 26 February 2013 between the Company, the Investment Adviser and Canaccord Genuity (the "Placing, Open Offer and Offer Agreement"), pursuant to which the Company will pay to Canaccord Genuity a corporate finance fee of £125,000 and a total commission of 1.15 per cent. of the amount raised pursuant to the Placing, Open Offer and Offer for Subscription (ignoring Issue expenses and all placing and other commissions payable).

The Company will also bear all reasonable costs, charges and expenses of or incidental to or incurred in connection with the Placing.

The Placing, Open Offer and Offer Agreement contains certain representations and warranties from the Company to Canaccord Genuity concerning, amongst other things, its authority to issue the New Ordinary Shares and the accuracy of this prospectus. Canaccord Genuity also have the benefit of an indemnity from the Company in relation to liabilities incurred by Canaccord Genuity in the discharge of its duties under the Placing, Open Offer and Offer Agreement save (amongst other things) to the extent that the same is finally judicially determined to have arisen as a result of fraud, negligence or wilful default of Canaccord Genuity or its associates.

(b) A receiving agent agreement (the "Receiving Agent Agreement") dated 26 February 2013 between the Company and the Receiving Agent pursuant to which the Receiving Agent agrees to provide receiving agent services to the Company in relation to the Open Offer and the Offer for Subscription. The Receiving Agent Agreement may be terminated by either party in the event of a material breach by, or the insolvency, dissolution or administration of, the other party. In the event of termination, the Company will pay to the Receiving Agent fees and expenses for work actually performed and all actual costs associated with the termination and close-out of the services. The Receiving Agent is entitled to

receive various fees for services provided, including a minimum aggregate advisory fee of £2,500, a minimum processing fee in relation to the Open Offer of £5,000 and a minimum aggregate processing fee in relation to the Offer for Subscription of £5,000, as well as reasonable out-of-pocket expenses.

The Company has agreed to indemnify the Receiving Agent for all losses, damages, liabilities and professional fees arising from the Company's breach of the Receiving Agent Agreement and from certain third party claims by the Receiving Agent of its duties. The aggregate liability of the Receiving Agent arising out of or in connection with the Receiving Agent Agreement will be limited to the lesser of £250,000 or an amount equal to five times the total fee payable to the Receiving Agent.

(c) A £150 million multi-currency revolving credit facility agreement dated 28 February 2012 between: (i) the Partnership; (ii) Infrastructure Investments General Partner Limited; (iii) Infrastructure Investments Holdings Limited; (iv) the Company (together the "Obligors"); (v) the Royal Bank of Scotland plc; and (vi) National Australia Bank Limited (the "Facility"). The Facility was split into two tranches: a £50 million tranche with an 18 month term and a £100 million multi-currency tranche with a 3 year term. The Group has subsequently cancelled the £50 million tranche.

The £100 million multi-currency tranche is made up of a €50 million Euro tranche, a CAN\$35 million Canadian dollar tranche and a €42 million multi-currency tranche with Euros as its base currency. Each of the tranches may be utilised by way of cash advance denominated in their respective currencies, and the multi-currency tranche may also be utilised by way of letters of credit and advances in currencies other than Euros (subject to certain restrictions). Interest is calculated by way of the margin, LIBOR (or, in respect of loans denominated in Euros only, EURIBOR) and the mandatory cost. The margin is 2.30 per cent. per annum. There is also a commitment fee of 1.0 per cent. per annum on the undrawn commitments plus an arrangement fee, administration fee and a letter of credit fee equal to the margin on any letters of credit. The repayment date of the tranche is 28 February 2015.

The Facility may be used to (i) finance or refinance the Current Portfolio and any further investments by the Company, subject to certain restrictions on the class and concentration of the portfolio; (ii) related costs; (iii) general corporate working capital purposes; and (iv) the repurchase by the Company of issued share capital up to an aggregate maximum of £10 million. Voluntary prepayment is allowed in minimum amounts of £250,000 and voluntary cancellation is allowed in respect of the Euro tranche, the Canadian dollar tranche and the multi-currency tranche in minimum amounts of €250,000, CAN\$250,000 and £250,000 respectively. Various interest cover and loan to value ratios are imposed. The proceeds of any disposal by an Obligor or equity raising by the Company are required to be paid into a series of specified accounts and must either be applied in prepayment of the Facility or, subject to confirmation that the financial covenants are and will continue to be achieved, in the acquisition of further investments.

The Facility is secured by, amongst other security, a debenture from the Partnership, charges over partnership interests granted by the General Partner and Luxco 2 and a charge over shares of the General Partner and Luxco 2. There are also cross guarantees and indemnities between the Obligors, including the Company in its capacity as a guarantor under the Facility. The Facility contains provisions for the introduction of additional borrowers. The Facility contains further representations, warranties, covenants, events of defaults and other obligations, including indemnities on the part of the Partnership.

(d) An investment advisory agreement dated 31 March 2011, between the Company and the Investment Adviser whereby the Investment Adviser was appointed to provide investment advisory services to the Company (the "Investment Advisory Agreement"). The Investment Advisory Agreement amends the terms of and restates the original investment advisory agreement between the Company and the Investment Adviser dated 7 February 2006. The Investment Adviser is paid a fee as is set out in this prospectus (see page 90), which fee shall be reduced by the amount of any commissions or other remuneration (except for the fee the Investment Adviser receives as Operator of the Partnership) received by the Investment Adviser in relation to any transaction carried out on behalf of the Company. The Investment Adviser shall also be entitled to all reasonable out-of-pocket expenses properly incurred by the Investment Adviser in carrying out its duties under the Investment Advisory Agreement. The fee paid to the Investment Adviser is subject to review from time to time by the Company.

The Investment Advisory Agreement may be terminated by either party giving the other party one year's written notice. In addition, either party (the "Terminating Party") may terminate the Investment Advisory Agreement immediately by giving the other party written notice, if the other party commits a material breach of the Investment Advisory Agreement (or a breach that is not material but is recurrent or continuing) and does not remedy it within 30 days of being notified by the Terminating Party of such breach, has had an administrator, encumbrancer, receiver or similar body appointed in respect of it or any of its assets, is unable to pay its debts or an order has been made or an effective resolution passed for its liquidation (except a voluntary liquidation or terms previously approved in writing by the Terminating Party). The Investment Advisory Agreement may also be terminated if the Operator Letter is terminated in accordance with its terms, a force majeure event occurs preventing a party from performing its obligations for 30 days or the Investment Adviser is no longer permitted to perform its services in accordance with all the applicable laws and regulations.

The Investment Advisory Agreement provides that the Company shall indemnify the Investment Adviser and its officers, directors, employees and agents for losses of any nature arising in connection with the Investment Advisory Agreement (except where fraud, negligence or wilful default are involved on the part of the Investment Adviser and its officers, directors, employees and agents). The Investment Advisory Agreement also provides that the Investment Adviser shall indemnify the Company and its group for all losses suffered due to the negligence, wilful default or fraud of the Investment Adviser.

(e) An administration and secretarial agreement, dated 15 December 2010, between the Company and the Administrator whereby the Administrator was appointed to provide administrative, secretarial and cash management services to the Company (the "Administration Agreement"). Such services include in particular, keeping the accounts of the Company, providing all information and assistance required by the Investment Adviser in relation to the Investment Adviser's preparation of the NAV of the Ordinary Shares, arranging for and administering the issue of shares in the Company, safekeeping of the Company's shares in Luxco 1 and providing all administrative services required by the Company. In performance of such duties, the Administrator is at all times subject to the control and review of the Board.

The Administrator is paid an annual fee of 0.015 per cent. of NAV up to £100 million plus 0.01 per cent. of NAV over £100 million (subject to a total minimum of £10,000 per annum) and subject to additional charges, on a time spent basis, for special projects, accounting fees of £4,000 for interim accounts and £5,000 for final accounts and secretarial fees of £20,000 per annum for its services, or as otherwise agreed in writing between the Company and the Administrator from time to time. The Administrator is also entitled to receive all expenses properly incurred.

The Administration Agreement provides that the Administrator shall not be liable for any loss or damage suffered by the Company or the Investment Adviser as a result of the Administrator carrying out its duties under the Administration Agreement unless the loss or damage arises out of the Administrator's fraud, negligence or wilful default. The Company has indemnified the Administrator against any liabilities of whatever nature arising out of the Administrator properly performing its duties under the Administration Agreement (provided that fraud, negligence and wilful default on the part of the Administrator are absent).

The Administration Agreement can be terminated by either party on sixty days' written notice to the other. It can be terminated immediately by either party (the "Terminating Party"), if the other party breaches its obligations under the Administration Agreement and does not remedy the breach within 30 days of notice of the breach from the Terminating Party, passes a resolution for its own winding-up (except a voluntary liquidation for the purpose of reconstruction or amalgamation upon terms previously approved in writing by the Terminating Party) or if the Royal

Court of Guernsey shall order its winding-up or if it shall be declared "en désastre" or if a receiver shall be appointed over the whole or a substantial part of its assets or, in the case of the Company being the Terminating Party, if the Administrator ceases to hold the authorisations, licences and consents necessary for the conduct of its business under the Administration Agreement.

• (f) The Partnership is governed by an amended and restated limited partnership agreement dated 31 March 2011 (as amended by a deed of variation dated 10 July 2012) between the General Partner (for itself and as General Partner of the Partnership) and Luxco 2. A description of the Limited Partnership Agreement is included at paragraph 3 of this Part X above and a description of the fees payable to the Operator and the General Partner is included in Part V of this prospectus.
• (g) Pursuant to an amended and restated letter of appointment between the General Partner (for itself and as general partner of the Partnership) and the Operator dated 27 June 2012 (the "Operator Letter"), the Operator manages and operates the Partnership and its investments. A description of the Operator Letter is included at paragraph 3 of this Part X above and a description of the fees payable to the Operator and the General Partner is included in Part V of this prospectus.

Related party transactions

As at the date of this prospectus, the Company has not entered into any related party transactions in the period covered by the historical financial information set out in Part X of this prospectus or the period between the latest date of such historical financial information and the date of this prospectus.

12. Availability of this prospectus

Copies of this prospectus may be collected, free of charge during normal business hours, from any of the following:

HICL Infrastructure Company Limited Hogan Lovells International LLP c/o Dexion Capital (Guernsey) Limited Atlantic House 3rd Floor, 1 Le Truchot Holborn Viaduct St. Peter Port London Guernsey EC1A 2FG Channel Islands GY1 1WD

This document is also available for download at: www.hicl.com

13. Documents for inspection

Copies of the following documents may be inspected at the offices of Hogan Lovells International LLP, Atlantic House, Holborn Viaduct, London EC1A 2FG and at the registered office of the Company during usual business hours on any day (except Saturdays, Sundays and public holidays) from the date of this prospectus until the Open Offer, the Offer for Subscription and Placing close:

• (a) the Memorandum and Articles of Incorporation of the Company;
• (b) the annual report and audited financial statements of the Company for the periods ended 31 March 2010, 31 March 2011 and 31 March 2012 and the interim report and unaudited financial statements of the Company for the period ended 30 September 2012; and
• (c) this prospectus.

Dated 26 February 2013

Notices to Overseas Investors

This document has been approved by the FSA as a prospectus which may be used to offer securities to the public in the UK for the purposes of section 85 FSMA and Directive 2003/7/EC. No arrangement has however been made with the competent authority in any other EEA State (or any other jurisdiction) for the use of this prospectus as an approved prospectus in such jurisdiction and accordingly no public offer is to be made in such jurisdictions. Issue or circulation of this prospectus may be prohibited in countries other than those in relation to which notices are given below. This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, shares in any jurisdiction in which such offer or solicitation is unlawful.

For the attention of Austrian investors

This document has been produced for the sole purpose of providing information about the New Ordinary Shares to qualified investors as such term is defined by sec. 1/1/5a Austrian Capital Market Act 1991 (Kapitalmarktgesetz 1991 or "CMA") or a maximum of 149 investors in Austria carefully and individually selected in line with relevant market-related criteria. This document is made available on the condition that it is for the use only by the recipient and may not be passed on to any other person or reproduced in any part. The New Ordinary Shares will not be offered in the course of a public offering, a public solicitation to offer or of an equivalent marketing in Austria and, therefore, the provisions of the CMA, as amended, relating to prospectus requirements for securities do not apply. The New Ordinary Shares have thus neither been registered for public distribution in Austria with the Austrian Financial Market Authority ("FMA") nor been the subject-matter of a prospectus compliant with the CMA or approved by or notified to the FMA. Any order by any person other than the initial recipient of this document will be rejected. The New Ordinary Shares may be qualified as "black" foreign investment fund units for Austrian income tax purposes if neither an Austrian tax representative will be appointed vis-à-vis the Oesterreichische Kontrollbank AG nor a self-evidence of capital gains, ordinary income and withholding tax is conducted by the investor. The Company does not envisage appointing an Austrian tax representative vis-à-vis Oesterreichische Kontrollbank AG. The qualification as "black" foreign investment fund unit results in a disadvantageous tax treatment as compared to the tax treatment of foreign shares under Austrian law. The tax treatment of the New Ordinary Shares depends on the individual circumstances of the investor and may be subject to changes in the future. Prospective investors should take their own tax advice in relation to a potential investment in the New Ordinary Shares. Past performance is no reliable indicator for the future performance.

For the attention of Belgian investors

No action has been taken, or is intended to be taken, to permit a public offer of New Ordinary Shares in Belgium. In particular, this prospectus and any related documentation have not been submitted to the Belgian Banking, Finance and Insurance Commission (Commissie voor het Bank-, Financie- en Assurantiewezen/Commission Bancaire, Financière et des Assurances, the "CBFA"). The CBFA has not reviewed or approved this prospectus, or commented on its accuracy or adequacy.

Accordingly, New Ordinary Shares may not be offered or sold and this prospectus, any offering material or other similar document relating to the New Ordinary Shares may not be advertised, distributed or made available to any individual or legal entity in Belgium other than in circumstances which do not constitute a public offer for subscription of the New Ordinary Shares in Belgium under the Belgian law of 16 June 2006 on the public offer of investment instruments and the admission to trading of investment instruments on a regulated market and the Belgian law of 20 July 2004 on certain forms of collective management of portfolios, as amended from time to time.

Prospective purchasers shall only acquire New Ordinary Shares for their own account.

In addition, New Ordinary Shares may not be offered or sold to any person qualifying as a consumer within the meaning of the Belgian law of 6 April 2010 on market practices and the protection of the consumer unless such sale is made in compliance with this law and any applicable implementing regulation. Belgian investors should seek advice from their own advisers about the consequences of the investment in New Ordinary Shares, including the tax consequences.

For the attention of Danish investors

This document has not been and will not be filed with or approved by the Danish Financial Supervisory Authority or any other regulatory authority in Denmark and the New Ordinary Shares have not been and are not intended to be offered to the public in Denmark or listed on a Danish regulated market.

Consequently, this prospectus may not be made available to the public in Denmark nor may the New Ordinary Shares otherwise be marketed or offered for sale directly or indirectly in Denmark, except to qualified investors within the meaning of, or otherwise in compliance with an exemption set forth in, Executive Order No. 643 of 19 June 2012.

For the attention of Dutch investors

The New Ordinary Shares are only offered by means of this prospectus and are not, may not and will not be offered, distributed, sold, transferred or delivered, directly or indirectly, in or from the Netherlands, as part of the initial distribution or at any time thereafter other than: (i) to "Qualified Investors" (gekwalificeerde beleggers), within the meaning of section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht) ("DFSA"), provided that these parties acquire the relevant New Ordinary Shares for their own account or that of another "Qualified Investor"; (ii) to less than 150 individuals or legal entities who or which are not a "Qualified Investor"; (iii) to investors who acquire New Ordinary Shares for a total consideration of at least €100,000 per investor, for each separate offer; (iv) an offer of New Ordinary Shares whose denomination per unit amounts to at least €100,000; and (v) an offer of New Ordinary Shares with a total consideration of less than €2,500,000, which limit shall be calculated over a period of 12 months.

For the attention of Finnish investors

The New Ordinary Shares may not be offered or sold, directly or indirectly, to any resident of the Republic of Finland or in the Republic of Finland, except pursuant to applicable Finnish laws and regulations. Specifically, the New Ordinary Shares may not be offered or sold, directly or indirectly, to the public in the Republic of Finland as defined in the Finnish Securities Market Act (746/2012) (the "Finnish Securities Market Act"). This prospectus may not be distributed in the Republic of Finland, other than: (i) to a limited number of less than one hundred and fifty pre-selected investors; (ii) to an unlimited number of qualified investors as defined under the Finnish Securities Market Act; or (iii) provided that the New Ordinary Shares may only be acquired for a consideration of not less than €100,000 or in denominations of not less than €100,000 per investor, to an unlimited number of pre-selected investors, and the offering of the New Shares does not constitute a public offering as defined in the Finnish Securities Market Act. This prospectus has not been approved by the Finnish Financial Supervisory Authority.

For the attention of French investors

This prospectus has not been prepared in the context of a public offering of securities in France within the meaning of Article L.411-1 et seq. of the French Code monétaire et financier and Article 211-1 et seq. of the Autorité des marchés financiers (the "AMF") General Regulations, and has therefore not been submitted to the AMF for prior approval or otherwise.

Accordingly, the New Ordinary Shares may not be offered or sold, directly or indirectly, to the public in France and neither this prospectus nor any other offering material relating to the New Ordinary Shares has been distributed or caused to be distributed or will be distributed or caused to be distributed to the public in France, except to qualified investors (investisseurs qualifiés), provided that such investors are acting for their own account and/or to persons providing portfolio management financial services (personnes fournissannt le services d'investissement de gestion de portefeuille pour compte de tiers), all as defined and in accordance with Articles L. 411-1, L.411-2, D.411-1 to D.411-3, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier.

New Ordinary Shares may only be offered or sold, directly or indirectly, to the public in the Republic of France in accordance with applicable laws relating to public offerings (which are in particular embodied in Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et financier and Article 211-1 et seq. of the AMF General Regulations).

For the attention of German investors

The New Ordinary Shares may not be distributed to the public in Germany. Canaccord Genuity (in its capacity as placing agent) is making this prospectus available to individually selected members of their existing customer base only. This document is only directed to such recipients to whom it is directly addressed; it is not directed to the public in Germany and may not be disseminated to the public in Germany.

For the attention of Guernsey investors

Any document relating to the New Ordinary Shares may be promoted in Guernsey by persons regulated by the GFSC as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended). Persons appointed by the Company and not so licensed may not promote the Company in Guernsey to private investors and may only distribute and circulate any document relating to New Ordinary Shares in Guernsey to persons regulated as licensees under the Protection of Investors (Bailiwick of Guernsey) Law, 1987 (as amended), the Banking Supervision (Bailiwick of Guernsey) Law, 1994 (as amended), the Insurance Business (Bailiwick of Guernsey) Law, 2002 (as amended) or the Regulation of Fiduciaries, Administration Business and Company Directors, etc. (Bailiwick of Guernsey) Law, 2000 (as amended). Promotion is not being made in any other way.

For the attention of Irish investors

No action has been taken or arrangement made with the Central Bank of Ireland (the competent authority in Ireland for the purpose of Directive 2003/71/EC) for the use of this prospectus as an approved prospectus in Ireland.

Accordingly, the New Ordinary Shares may not be offered or sold in Ireland and this prospectus may not be distributed in Ireland other than:

• (a) to "qualified investors" within the meaning of the Prospectus (Directive 2003/71/EC) Regulations 2005 of Ireland (the "Irish Prospectus Regulations"); or
• (b) in any other circumstances which do not require the publication by the Company of a prospectus pursuant to Regulation 9 of the Irish Prospectus Regulations.

No Irish investor shall knowingly sell the New Ordinary Shares to other Irish resident investors.

Neither the Company nor the investment has been authorised by the Central Bank of Ireland. The Company is incorporated in Guernsey and is supervised by the Guernsey Financial Services Commission.

This prospectus and the information contained herein are private and confidential and are for the use solely of the person to whom this prospectus is addressed. If a prospective investor is not interested in making an investment, this prospectus should be promptly returned. This prospectus does not, and shall not be deemed to, constitute an invitation to the public in Ireland to purchase interests in the Company. No person receiving a copy of this prospectus may treat it as constituting an invitation to them to purchase interests in the Company or a solicitation to anyone other than the addressee.

The offer for sale of interests in the Company shall not be made by any person in Ireland otherwise than in conformity with the provisions of the European Communities (Markets in Financial Instruments) Regulations 2007 (as amended) and in accordance with any codes, guidance or requirements imposed by the Central Bank of Ireland thereunder.

For the attention of Italian investors

No action has been taken or will be taken which would allow the offering of New Ordinary Shares in the Republic of Italy.

The offering of New Ordinary Shares has not been authorised by the competent Italian Authorities, i.e. the Bank of Italy and the CONSOB pursuant to Article 42 and Article 94 et seq. of Legislative Decree No. 58 of 24 February 1998 as subsequently amended, and, accordingly, New Ordinary Shares may not be offered, sold, or marketed, directly or indirectly, to Italian investors of any kind nor any investment in the New Ordinary Shares may be otherwise solicited in the Republic of Italy.

The New Ordinary Shares may be exclusively sold upon express and autonomous request of the investor who has directly contacted the Company on his own initiative and this prospectus may be only sent to the investor at the investor's request.

For the attention of Jersey investors

Subject to certain exemptions (if applicable), the Company shall not raise money in Jersey by the issue anywhere of New Ordinary Shares (or Ordinary Shares), and this prospectus relating to the New Ordinary Shares shall not be circulated in Jersey, without first obtaining consent from the Jersey Financial Services Commission pursuant to the Control of Borrowing (Jersey) Order 1958, as amended. No such consents have been obtained by the Company. Subject to certain exemptions (if applicable), offers for securities in the Company may only be distributed and promoted in or from within Jersey by persons with appropriate registration under the Financial Services (Jersey) Law 1998, as amended.

For the attention of Luxembourg investors

In relation to the Grand Duchy of Luxembourg ("Luxembourg"), which has implemented the Prospectus Directive by the Law of 10 July 2005 Relative Aux prospectus Pour Valeurs Mobilières (the "Prospectus Law"), the shares which are subject of the offering contemplated by this prospectus may not be offered to the public in Luxembourg, except that the shares may be offered to the public in Luxembourg:

• (i) to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities; or
• (ii) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; or
• (iii) to fewer than 150 natural or legal persons (other than qualified investors as defined in the Prospectus Law); or
• (iv) any other circumstances which do not require the publication by the issuer of a prospectus pursuant to Article 5 of the Prospectus Law.

For the purposes of this provision, the expression an "offer of shares to the public" in relation to any share in Luxembourg means the communication to persons in any form and by any means of sufficient information on the terms of the offer and the shares to be offered so as to enable an investor to decide to purchase or subscribe to the shares and the expression "Prospectus Directive" means Directive 2003/71/EC.

For the attention of Norwegian investors

This prospectus has not been produced in accordance with the prospectus requirements laid down in the Norwegian Securities Trading Act 2007, nor in accordance with the prospectus requirements laid down in the Norwegian Securities Fund Act of 2011 as amended. This prospectus has not been approved or disapproved by, or registered with, the Oslo Stock Exchange, the Norwegian Financial Services Authority (Finanstilsynet) nor the Norwegian Registry of Business Enterprises. The New Ordinary Shares described herein have not been and will not be offered or sold to the public in Norway, and no offering or marketing materials relating to the New Ordinary Shares may be made available or distributed in any way that would constitute, directly or indirectly, an offer to the public in Norway. This prospectus is for the recipient only and may not in any way be forwarded to any other person or to the public in Norway.

For the attention of Portuguese investors

This offer is only available on a private placement basis, and it is not available for the general public in Portugal. This document does not constitute a public offer or solicitation. The New Ordinary Shares are only being offered or marketed to recipients to whom this document is personally addressed, and this document and other marketing materials relating to the New Ordinary Shares are strictly confidential and may not be distributed to any person or entity other than the intended recipients hereof. In addition, prospective investors should confirm for themselves that the securities are eligible for inclusion in their portfolios in accordance with relevant specific Portuguese laws and regulations. Furthermore, this offer has not been subject to approval of the Portuguese Securities Commission who has not confirmed its compliance with Portuguese public offering regulations.

Recipients to whom this document is personally addressed agree that the information and documentation are provided in English language, confirm that they understand English language and hereby waive the translation of such documents to Portuguese language.

For the attention of Spanish investors

Neither the New Ordinary Shares nor this document have been authorised or registered in the administrative registries of the Spanish Securities Markets Commission (Comisión Nacional del Mercado de Valores). Accordingly, the New Ordinary Shares may not be offered, sold or delivered in Spain (and Canaccord Genuity may not distribute any prospectus or any other offering or publicity material relating to the New Ordinary Shares) except in circumstances which do not constitute a public offering of securities in Spain (or which otherwise qualify as an exception permitted) within the meaning of Article 30-bis of the Spanish Securities Market Law of July 28, 1988 (Ley 24/1988, de 28 de julio, del Mercado de Valores), Royal Decree 1310/2005 of 4 November (Real Decreto 1310/2005 de 4 de noviembre), both as amended and restated, and supplemental rules enacted thereunder or in substitution thereof from time to time.

For the attention of Swedish investors

The Company is not an investment fund (Sw. fondföretag) for the purpose of the Swedish Investment Funds Act 2004 (Sw. lag (2004:46) om investeringsfonder). This prospectus is only directed to such recipients to whom it is directly addressed and may not be copied or, directly or indirectly, be distributed or made available to other persons without the express consent of the Investment Adviser.

The New Ordinary Shares may not be offered to the public in Sweden. The New Ordinary Shares may only be offered (i) to "Qualified Investors" (Sw. kvalificerade investerare), within the meaning of the Swedish Financial Instruments Trading Act 1991 (Sw. lag (1991:980) om handel med finansiella instrument) (the "Act"); (ii) to less than 150 individuals or legal entities who or which are not a "Qualified Investor"; (iii) to investors who acquire New Ordinary Shares for a total consideration of at least €100,000 per

investor, for each separate offer; (iv) with an offer of New Ordinary Shares whose denomination per unit amounts to at least €100,000; or (v) with an offer of New Ordinary Shares with a total consideration of not more than €2,500,000 which limit shall be calculated over a period of 12 months.

For these purposes the term "Qualified Investors" means: (a) legal entities which are authorised to act on the financial markets; (b) large legal entities which meet at least two of the following three criteria: (i) a balance sheet total corresponding to at least €20,000,000 (ii) a net turnover corresponding to at least €40,000,000; and (iii) equity capital corresponding to at least €2,000,000; (c) national and regional governments, central banks, the European Central Bank, the European Investment Bank, the International Monetary Fund and other similar supranational institutions; and (d) other institutional investors than those referred to in (a) - (c) above of which the main objectives are to invest in financial instruments, including entities engaging in securitisation of assets or other financial transactions.

Neither this prospectus nor the offering of New Ordinary Shares hereunder is subject to any registration or approval requirements in Sweden under the Act. Accordingly, this document has not been, nor will it be, registered or approved by the Swedish Financial Supervisory Authority (Sw. Finansinspektionen).

For the attention of United States investors

The New Ordinary Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States and the Company has not registered, and does not intend to register as an investment company under the Investment Company Act. Accordingly, the New Ordinary Shares may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States, or to or for the account or benefit of any US person within the meaning of Regulation S, except that the New Ordinary Shares may be offered and sold: (a) in the United States to QIBs in reliance on, Rule 144A who are QPs; and (b) outside the United States only in "offshore transactions" to persons that are not US persons as defined in, and in reliance on, Regulation S.

Each purchaser of New Ordinary Shares offered by this prospectus, in receiving this prospectus and making its purchase, will be deemed by the Company and Canaccord Genuity to have made, and may further be required to make, the representations, acknowledgments and agreements as described under the section "Terms and Conditions of Application under the Offer" in this prospectus. Any purchaser of New Ordinary Shares in the United States or who is a US person within the meaning of Regulation S will be required to execute and return to the Company a US purchaser letter in order to effect their purchase of New Ordinary Shares.

Definitions

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

"Additional Investment"	means an investment made or contracted to be made by the Group on or prior to Admission but after the date of this prospectus or any investment identified by the Investment Adviser on or prior to Admission which the Directors reasonably believe will be made or contracted to be made by the Group by no later than 30 September 2013;
"Adjusted Gross Asset Value"	means fair market value, without deductions for borrowed money or other liabilities or accruals, and including outstanding subscription obligations;
"Administration Agreement"	means the administration and secretarial agreement dated 15 December 2010 between the Company and the Administrator, details of which are set out in Part X of this prospectus;
"Administrator"	means Dexion Capital (Guernsey) Limited;
"Admission"	means admission of the New Ordinary Shares to be issued pursuant to the Issue to the premium segment of the Official List and/or to trading on the Main Market of the London Stock Exchange as the context may require;
"AIFM Directive"	means the European Directive on Alternative Investment Fund Managers (No. 2011/61/EU);
"Application Form"	means the application form attached to this prospectus for use in connection with the Offer for Subscription;
"Articles of Incorporation" or "Articles"	means the Articles of Incorporation of the Company in force from time to time;
"Auditors"	means KPMG Channel Islands Limited;
"Business Day"	means any day (other than a Saturday or Sunday) on which commercial banks are open for business in London and Guernsey;
"Canaccord Genuity"	means Canaccord Genuity Limited, in its capacity as the Company's sponsor and/or placing agent (as the context requires);
"Capita Registrars"	a trading name of Capita Registrars Limited;
"certificated" or "in certificated form"	means in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in certificated form (that is, not in CREST);
"Circular"	means the circular to Existing Shareholders containing notice of the Extraordinary General Meeting dated 26 February 2013;
"Client"	means the procuring client which appoints a Project Company under a PFI/PPP concession and to whom the construction and operational services are provided during the project;
"Company"	means HICL Infrastructure Company Limited;

"Conditional Investments"	means the proposed acquisitions of a 29.2 per cent. equity and loan note interest in the Bradford Schools BSF (Phase I) project and a 50 per cent. equity and loan note interest in the University of Sheffield project, as described in further detail in Part IV of this prospectus (and "Conditional Investment" shall mean either one of them);
"Court"	means the Royal Court of the Bailiwick of Guernsey;
"CREST" or "CREST system"	means the paperless settlement procedure operated by Euroclear UK & Ireland enabling system securities to be evidenced otherwise than by certificates and transferred otherwise than by written instrument;
"CREST Guernsey Requirements"	means rule 22 and such other of the rules and requirements of Euroclear UK & Ireland as may be applicable to issuers from time to time specified in the CREST Reference Manual issued by Euroclear UK & Ireland from time to time;
"C Shares"	means C shares of 0.01p each in the capital of the Company classed as C Shares and having the rights attached thereto;
"Current Portfolio"	means the portfolio of infrastructure investments which the Group has acquired on or prior to the date of this prospectus, as further described in Part IV of this prospectus;
"Current Portfolio Value"	means: (i) the value attributed by the Directors' valuation of the Company's portfolio of 79 assets as at 31 December 2012 (including the Unconditional Investment); plus (ii) the consideration payable for any investments made between 1 January 2013 and the date of this prospectus (excluding the Unconditional Investment and the Conditional Investments);
"DHSRL"	means the Dutch High Speed Rail link project described in Part IV on page 77 of this prospectus;
"Directors" or "Board"	means the directors of the Company, whose names appear on page 36 of this prospectus, or the board of directors from time to time of the Company, as the case may require, and "Director" is to be construed accordingly;
"Distributable Cash Flow"	means, in any year: (i) all cash received by the Group from its investments that is supported by a sufficiency of distributable reserves for accounting purposes, including but not limited to: (a) interest payments on subordinated debt; (b) repayments of subordinated debt; and (c) dividend payments; less (ii) management and advisory fees, interest on external borrowings, running costs and taxation;
"EEA"	means the European Economic Area;
"EU"	means the European Union;
"Euroclear UK & Ireland"	means Euroclear UK & Ireland Limited, the operator of CREST;

"Excess Application Facility"	means the arrangement pursuant to which Existing Shareholders may apply for additional New Ordinary Shares in excess of their Open Offer Entitlement in accordance with the terms and conditions of the Open Offer;
"Excess CREST Open Offer Entitlement"	means, in respect of each Existing CREST Shareholder, the entitlement (in addition to their Open Offer Entitlement) to apply for New Ordinary Shares using CREST pursuant to the Excess Application Facility;
"Excess Shares"	means: (a) New Ordinary Shares which are not taken up by Existing Shareholders pursuant to their Open Offer Entitlement together with (b) New Ordinary Shares that the Directors have reallocated from the Placing and/or the Offer for Subscription to be available to Existing Shareholders, in each case that are offered to other Existing Shareholders under the Excess Application Facility;
"Excluded Overseas Shareholder"	means a holder of Ordinary Shares with a registered mailing address in an Excluded Territory;
"Excluded Territory"	means Australia, Canada, Japan, South Africa or the United States;
"Existing CREST Shareholders"	means Existing Shareholders holding Ordinary Shares in uncertificated form in CREST;
"Existing Non-CREST Shareholders"	means Existing Shareholders holding Ordinary Shares in certificated form;
"Existing Ordinary Shares"	means Ordinary Shares in issue as at the Record Date;
"Existing Shareholder"	means a holder of an Ordinary Share as at the Record Date that is not restricted in holding New Ordinary Shares as set out on pages 168 to 170 of this prospectus;
"Extraordinary General Meeting"	means the extraordinary general meeting of the Company to be held at 2.30 p.m. on 20 March 2013;
"Facility"	means the £100 million Multi-Currency Revolving Credit Facility Agreement dated 28 February 2012 between: (i) the Partnership; (ii) Infrastructure Investments General Partner Limited; (iii) Infrastructure Investments Holdings Limited; (iv) the Company; (v) the Royal Bank of Scotland plc; and (vi) National Australia Bank Limited, details of which are set out in Part X of this prospectus;
"Fair Market Value"	means the amount for which an asset could be exchanged between willing parties who are under no compulsion to transact, who are acting for self interest and gain, and both of whom are equally well informed about the Current Portfolio and the infrastructure market;
"FATCA"	means the Foreign Account Tax Compliance Act provisions of the US Hiring Incentives to Restore Employment Act;
"FSA"	means the UK Financial Services Authority or any successor organisation;
"FSMA"	means the Financial Services and Markets Act 2000 of the United Kingdom, as amended;
"Fund I"	means the HSBC Infrastructure Fund;

"Fund II"	means the InfraRed Infrastructure Fund II;
"Fund III"	means the InfraRed Infrastructure Fund III;
"General Partner"	means Infrastructure Investments General Partner Limited;
"GFSC"	means the Guernsey Financial Services Commission;
"Group"	means the Company, the Luxcos and the Partnership (together, individually or in any combination as appropriate);
"Group Debt"	means the aggregate amount of outstanding bank debt, from time to time, drawn down under the Facility or any other facility taken out in respect of the Group from time to time;
"Hard FM Services"	means hard facilities management services such as maintenance services and the periodic refurbishment and replacement of components;
"HMRC"	means Her Majesty's Revenue and Customs;
"Holding Company"	means a special purpose company formed to hold the equity and subordinated debt in a Project Company: references in this prospectus to "investments in Project Companies", "making investments in Project Companies" or Infrastructure Equity in Project Companies, etc. shall be deemed to include a reference to investments or making investments etc. in Holding Companies as and when the context requires;
"Holding Entities"	means all or any of Luxco 1, Luxco 2 and the Partnership;
"HSBC" or "HSBC Group"	means HSBC Holdings plc, together with its subsidiaries and associates;
"ICPL"	means InfraRed Capital Partners Limited;
"IFRS"	means International Financial Reporting Standards;
"InfraRed Group" or "InfraRed"	has the meaning given in Part VI of this prospectus;
"Infrastructure Equity"	means the subordinated debt (or the entitlement to acquire subordinated debt) and equity of a Project Company, a Holding Company or any other Portfolio
	Company (as appropriate);
"Infrastructure Investment Team"	means the infrastructure investment team of the Investment Adviser;
"Initial Portfolio"	means the initial portfolio of 15 infrastructure investments which the Group acquired from Fund I and HSBC Infrastructure Limited;
"Internal Rate of Return" or "IRR"	means the total return calculated as being the discount rate which when applied to expected cash flows would give a net present value of zero;

"Investment Advisory Agreement"	means the Investment Advisory Agreement between the Investment Adviser and the Company, further details of which are set out in Part X of this prospectus;
"Investment Committee"	means the investment committee established by the Operator as described on pages 91 and 92 of this prospectus;
"Investment Company Act"	means the United States Investment Company Act of 1940, as amended;
"Investment Policy"	means the investment policy of the Group, as set out on pages 46 to 48 of this prospectus;
"IPO"	means the initial public offering of 250 million Ordinary Shares;
"ISA"	means an Individual Savings Account;
"ISA Regulations"	means the Individual Savings Account Regulations 1998 (SI 1998/1870) (as amended);
"Issue"	means the issue of the New Ordinary Shares pursuant to the Placing, the Open Offer and the Offer for Subscription described in this prospectus;
"Issue Price"	means 119.5 pence per New Ordinary Share;
"Law"	means the Companies (Guernsey) Law, 2008 (as amended);
"LIFT"	means the NHS LIFT (Local Improvement Finance Trust) initiative, which was introduced to promote the development of new and refurbished primary community health facilities and facilities for general medical practitioners;
"Limited Partnership Agreement"	has the meaning given in paragraph 3.1. of Part X of this prospectus;
"Listing Rules"	means the rules, including the listing rules, the disclosure rules, the transparency rules and the prospectus rules made by the UK Listing Authority under section 73A of the FSMA;
"London Stock Exchange" or "LSE"	means London Stock Exchange plc;
"Luxco 1", "Luxco 2", together the "Luxcos"	have the respective meanings given on page 44 of this prospectus;
"Luxembourg Administrator"	means RSM Henri Grisius & Associés Sàrl;
"Memorandum of Incorporation" or "Memorandum"	means the memorandum of incorporation of the Company;
"Net Asset Value" or "NAV"	means the net asset value of the Company in total or (as the context requires) per Ordinary Share calculated in accordance with the Company's valuation policies and as described in this prospectus;
"New Ordinary Shareholder"	means a holder of New Ordinary Shares issued pursuant to the Issue;
"New Ordinary Shares"	means the Ordinary Shares to be issued under the terms set out in this prospectus and having the rights set out in the Articles and "New Ordinary Share" shall be construed accordingly;

"NHS"	means the National Health Service of the United Kingdom;
"Offer for Subscription" or "Offer"	means the offer for subscription to the public in the UK of New Ordinary Shares on the terms set out in this prospectus;
"Official List"	means the official list maintained by the UK Listing Authority;
"Open Offer"	means the offer to Existing Shareholders, constituting an invitation to apply for New Ordinary Shares under the Issue, on the terms and subject to the conditions set out in this prospectus and, in the case of Existing Non-CREST Shareholders only, the Open Offer Application Form;
"Open Offer Application Form"	means the personalised application form on which Existing Shareholders may apply for New Ordinary Shares under the Open Offer;
"Open Offer Entitlement"	means the entitlement of Existing Shareholders to apply for New Ordinary Shares under the Open Offer as set out in Part VII of this prospectus;
"Operator"	means ICPL acting in its capacity as operator of the Partnership;
"Operator Letter"	means the operator agreement between the Operator and the General Partner (for itself and on behalf of the Partnership) dated 27 June 2012;
"Ordinary Shares"	means shares of 0.01p each in the capital of the Company, classed as ordinary shares and having the rights attached thereto;
"Overseas Shareholders"	means all Shareholders that are not resident in the United Kingdom;
"Partnership"	means the limited partnership which holds and manages the Company's investments, as further described in Part II of this prospectus;
"P3"	means Canadian public private partnership;
"PFI"	means the Private Finance Initiative;
"Placing"	means the placing of the New Ordinary Shares pursuant to the Placing, Open Offer and Offer Agreement, details of which are contained in this prospectus;
"Placing, Open Offer and Offer Agreement"	means the conditional placing, open offer and offer agreement between the Company, Canaccord Genuity and the Investment Adviser, details of which are set out in Part X of this prospectus;
"Portfolio Company"	means a Project Company or a company which undertakes an activity permitted by the Investment Policy;
"PPP"	means the Public Private Partnership;
"Principal Bankers"	means The Royal Bank of Scotland plc and National Australia Bank Limited;
"Prohibited Shares"	has the meaning given to it on page 128 of this prospectus;

"Project Agreement"	means the agreement between a Project Company and the Client under which the Project Company agrees to procure the construction of the project and the provision of the services;
"Project Company"	means any investment in an infrastructure project including a special purpose company formed to undertake an infrastructure project;
"Prospectus Rules"	means the prospectus rules made by the FSA under section 73A of the FSMA;
"QIBs"	means certain qualified institutional buyers as defined in, and in reliance on, Rule 144A under the Securities Act;
"ramp-up phase"	means the period after a project's completion of its construction phase during which it is building up to being fully operational with full service provision;
"Receiving Agent"	means Capita Registrars Limited;
"Receiving Agent Agreement"	means the receiving agent agreement dated 26 February 2013 between the Company and the Receiving Agent, details of which are set out in Part X of this prospectus;
"Record Date"	means close of business (UK time) on 22 February 2013;
"Registrar"	means Capita Registrars (Guernsey) Limited;
"Regulation S"	means Regulation S under the Securities Act;
"Regulatory Information Service"	means a regulatory information service approved by the FSA and on the list of Regulatory Information Services maintained by the FSA;
"Rule 144A"	means Rule 144A under the Securities Act;
"Rules of Engagement"	means the rules established to manage transactions between the Group, the Investment Adviser, or any fund managed by the Investment Adviser;
"Sàrl"	means a Luxembourg société à responsabilité limitée;
"Scrip Shares"	means shares which are issued instead of a cash dividend;
"Securities Act"	means the United States Securities Act of 1933, as amended;
"Shareholders"	means the holders of Ordinary Shares;
"Soft FM Services"	means soft facilities management services such as cleaning, catering, security and grounds maintenance services;
"SOPARFI"	means a Luxembourg société à participations financières;
"Tap Shares"	means the 88,347,221 Ordinary Shares issued by way of tap issues between 31 March 2012 and the date of this prospectus;
"Transfer Agent"	means Capita Registrars;

"UK Listing Authority"	means the Financial Services Authority in its capacity as the competent authority for listing in the UK pursuant to Part VI of the FSMA;
"uncertificated" or "in uncertificated form"	means, in relation to a share or other security, a share or other security, title to which is recorded in the relevant register of the share or other security concerned as being held in uncertificated form (that is, in CREST) and title to which may be transferred by means of CREST;
"Unconditional Investment"	means the unconditional contract signed by the Group to acquire a 50 per cent. equity and loan note interest in the Northwood MoD HQ PFI project from Carillion Private Finance (Defence) Limited for £30.6 million, as announced by the Company on 21 November 2012 in its interim results for the six months ended 30 September 2012;
"United Kingdom" or "UK"	means the United Kingdom of Great Britain and Northern Ireland;
"United States" or "US"	means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;
"US person"	has the meaning given in Regulation S under the Securities Act;
"Valuation"	means the Directors' calculation of the Fair Market Value of the Group's portfolio on an investment basis as at 31 December 2012; and
"VAT"	means value added tax.

1. Introduction

Existing Shareholders must hold Existing Ordinary Shares as at the date the Existing Ordinary Shares are marked "ex" the entitlement to participate in the Open Offer to be eligible to partake in the Open Offer. Open Offer Application Forms are expected to be posted to Existing Non-CREST Shareholders on or around 26 February 2013 and Open Offer Entitlements are expected to be credited to stock accounts of Existing CREST Shareholders in CREST on 27 February 2013. The latest time and date for receipt of completed Open Offer Application Forms and payment in full under the Open Offer and settlement of relevant CREST instructions (as appropriate) is expected to be 11.00 a.m. on 19 March 2013 with Admission and commencement of dealings in New Ordinary Shares expected to take place at 8.00 a.m. on 27 March 2013.

This document and, for Existing Non-CREST Shareholders only, the Open Offer Application Form contain the formal terms and conditions of the Open Offer. Your attention is drawn to paragraph 4 of these Terms and Conditions which gives details of the procedure for application and payment for the New Ordinary Shares available under the Open Offer. The attention of Overseas Shareholders is drawn to paragraph 6 of these Terms and Conditions.

The Open Offer is an opportunity for Existing Shareholders to apply for New Ordinary Shares pro rata to their current holdings at the Issue Price of 119.5 pence per New Ordinary Share in accordance with these Terms and Conditions.

The Excess Application Facility is an opportunity for Existing Shareholders who have applied for all of their Open Offer Entitlements to apply for additional New Ordinary Shares. The Excess Application Facility will be comprised of New Ordinary Shares that are not taken up by Existing Shareholders under the Open Offer pursuant to their Open Offer Entitlements, aggregate fractional entitlements under the Open Offer and any New Ordinary Shares that the Directors determine should be reallocated from the Offer for Subscription and/or the Placing to satisfy demand from Existing Shareholders in preference to prospective new investors under the Offer for Subscription and/or the Placing. There is no limit on the amount of New Ordinary Shares that can be applied for by Existing Shareholders under the Excess Application Facility, save that the maximum amount of New Ordinary Shares to be allotted under the Excess Application Facility shall be limited by the maximum size of the Issue (as may be increased by the Directors up to £167.3 million) less New Ordinary Shares issued under the Placing and the Open Offer pursuant to Existing Shareholders' Open Offer Entitlements and any New Ordinary Shares that the Directors determine to issue under the Offer for Subscription. Allotments under the Excess Application Facility shall be allocated in such manner as the Directors may determine in their absolute discretion, and no assurance can be given that applications by Existing Shareholders will be met in full or in part or at all. In the event of oversubscription under the Excess Application Facility, the Directors have the discretion (but are not obliged) to limit applications by Existing Shareholders pro rata to their aggregate holdings of Existing Ordinary Shares. However, the Directors also have the discretion (but are not obliged) to scale back the Placing and/or Offer for Subscription in favour of the Excess Application Facility by reallocating New Ordinary Shares that would otherwise be available under the Placing and/or Offer for Subscription to Existing Shareholders through the Excess Application Facility. To the extent any New Ordinary Shares remain unallocated pursuant to Open Offer Entitlements and under the Excess Application Facility, they will be made available under the Offer for Subscription and the Placing at the Directors' discretion.

Any Existing Shareholder who has sold or transferred all or part of his/her registered holding(s) of Existing Ordinary Shares prior to 8.00 a.m. on 27 February 2013 is advised to consult his or her stockbroker, bank or other agent through or to whom the sale or transfer was effected as soon as possible since the invitation to apply for New Ordinary Shares under the Open Offer may be a benefit which may be claimed from him/her by the purchasers under the rules of the London Stock Exchange.

2. The Open Offer

Subject to the terms and conditions set out below (and, in the case of Existing Non-CREST Shareholders, in the Open Offer Application Form), Existing Shareholders are being given the opportunity to apply for any number of New Ordinary Shares at the Issue Price (payable in full on application and free of all expenses) up to a maximum of their Open Offer Entitlement which shall be calculated on the basis of:

1 New Ordinary Share for every 15 Existing Ordinary Shares held at the Record Date (being close of business on 22 February 2013)

Subject to the terms and conditions set out below, applications by Existing Shareholders will be satisfied in full up to the amount of their individual Open Offer Entitlement.

Open Offer Entitlements will be rounded down to the nearest whole number and any fractional entitlements to New Ordinary Shares will be disregarded in calculating Open Offer Entitlements. Fractions will be aggregated and made available to Existing Shareholders under the Excess Application Facility.

Existing Shareholders may apply to acquire less than their Open Offer Entitlement should they so wish. In addition, Existing Shareholders may apply to acquire additional New Ordinary Shares using the Excess Application Facility. Please refer to paragraphs 4.1(c) and 4.2(c) of these Terms and Conditions for further details of the Excess Application Facility.

If you are an Existing Non-CREST Shareholder, the Open Offer Application Form shows the number of Existing Ordinary Shares registered in your name on the Record Date (in Box 1).

Existing CREST Shareholders will have New Ordinary Shares representing their Open Offer Entitlement credited to their stock accounts in CREST and should refer to paragraph 4.2 of these Terms and Conditions and also to the CREST Manual for further information on the relevant CREST procedures.

The Open Offer Entitlement, in the case of Existing Non-CREST Shareholders, is equal to the number of New Ordinary Shares shown in Box 2 on the Open Offer Application Form or, in the case of Existing CREST Shareholders, is equal to the number of their New Ordinary Shares representing their Open Offer Entitlement standing to the credit of their stock account in CREST.

The Excess Application Facility enables Existing Shareholders to apply for any whole number of additional New Ordinary Shares in excess of their Open Offer Entitlement. Existing Non-CREST Shareholders who wish to apply to subscribe for more than their Open Offer Entitlement should complete Boxes 5, 6 and 7 on the Open Offer Application Form. Excess applications may be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that applications by Existing Shareholders will be met in full or in part or at all.

Existing Shareholders should be aware that the Open Offer is not a rights issue. Existing Non-CREST Shareholders should also note that their respective Open Offer Application Forms are not negotiable documents and cannot be traded. Existing CREST Shareholders should note that, although the New Ordinary Shares representing their Open Offer Entitlements and Excess CREST Open Offer Entitlements will be credited to CREST and be enabled for settlement, applications in respect of entitlements under the Open Offer may only be made by the Existing Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim raised by Euroclear UK & Ireland's Claims Processing Unit. New Ordinary Shares not applied for under the Open Offer will not be sold in the market for the benefit of those who do not apply under the Open Offer and Existing Shareholders who do not apply to take up New Ordinary Shares available under the Open Offer will have no rights under the Open Offer. Any New Ordinary Shares which are not applied for in respect of the Open Offer may be allotted to Existing Shareholders to meet any valid applications under the Excess Application Facility or may be issued to the subscribers under the Placing and/or the Offer for Subscription, with the proceeds retained for the benefit of the Company.

3. Conditions and further terms of the Open Offer

The Open Offer is conditional on:

• (a) Admission occurring on or before 8.00 a.m. on 27 March 2013 or such later time and/or date as the Company and Canaccord Genuity may agree, being not later than 31 May 2013;

• (b) the Placing, Open Offer and Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission;

• (c) the approval of the Issue and the disapplication of pre-emption rights in connection with the Issue by Existing Shareholders at the Extraordinary General Meeting of the Company to be held on 20 March 2013 (or at any adjournment thereof); and

• (d) not less than an aggregate of £50 million (or such lesser amount as the Directors and Canaccord Genuity, in consultation with the Investment Adviser, may agree) of New Ordinary Shares being subscribed for pursuant to the Issue.

Accordingly, if these conditions are not satisfied or waived (where capable of waiver) the Issue will not proceed and any applications made by Existing Shareholders will be rejected. In such circumstances, application monies will be returned (at the applicant's sole risk), without payment of interest, as soon as practicable thereafter.

No temporary documents of title will be issued in respect of New Ordinary Shares under the Open Offer held in uncertificated form. Definitive certificates in respect of New Ordinary Shares taken up are expected to be posted to those Existing Shareholders who have validly elected to hold their New Ordinary Shares in certificated form in the week commencing 8 April 2013. In respect of those Existing Shareholders who have validly elected to hold their New Ordinary Shares in uncertificated form, the New Ordinary Shares are expected to be credited to their stock accounts maintained in CREST on 27 March 2013.

4. Procedure for application and payment

The action to be taken by you in respect of the Open Offer depends on whether, at the relevant time, you have an Open Offer Application Form in respect of your entitlement under the Open Offer or you have New Ordinary Shares representing your Open Offer Entitlement and Excess CREST Open Offer Entitlement credited to your CREST stock account in respect of such entitlement.

Existing Shareholders who hold their Existing Ordinary Shares in certificated form will be issued New Ordinary Shares in certificated form. Existing Shareholders who hold part of their Existing Ordinary Shares in uncertificated form will be issued New Ordinary Shares in uncertificated form to the extent that their entitlement to New Ordinary Shares arises as a result of holding Existing Ordinary Shares in uncertificated form. However, it will be possible for Existing Shareholders to deposit Open Offer Entitlements into, and withdraw them from, CREST. Further information on deposit and withdrawal from CREST is set out in paragraph 4.2(g) of these Terms and Conditions.

CREST sponsored members should refer to their CREST sponsor, as only their CREST sponsor will be able to take the necessary action specified below to apply under the Open Offer in respect of the Open Offer Entitlements and Excess CREST Open Offer Entitlements of such members held in CREST. CREST members who wish to apply under the Open Offer in respect of their Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST should refer to the CREST Manual for further information on the CREST procedures referred to below.

Existing Shareholders who do not want to apply for the New Ordinary Shares under the Open Offer should take no action and should not complete or return the Open Offer Application Form.

4.1 If you have an Open Offer Application Form in respect of your entitlement under the Open Offer:

(a) General

Subject as provided in paragraph 6 of these Terms and Conditions in relation to Overseas Shareholders, Existing Non-CREST Shareholders will receive an Open Offer Application Form. The Open Offer Application Form shows the number of Existing Ordinary Shares registered in their name on the Record Date in Box 1. It also shows the maximum number of New Ordinary Shares for which they are entitled to apply under the Open Offer set out in Box 2. Box 3 shows how much they would need to pay if they wish to take up their Open Offer Entitlements in full. Any fractional entitlements to New Ordinary Shares will be disregarded in calculating Open Offer Entitlements and will be aggregated and made available to Existing Shareholders under the Excess Application Facility. Any Existing Non-CREST Shareholders with fewer than 15 Existing Ordinary Shares will not receive an Open Offer Entitlement but may apply

for Excess Shares pursuant to the Excess Application Facility (see paragraph 4.1(c) of these Terms and Conditions). Existing Non-CREST Shareholders may apply for less than their entitlement should they wish to do so. Existing Non-CREST Shareholders may also hold such an Open Offer Application Form by virtue of a bona fide market claim. Existing Non-CREST Shareholders may also apply for Excess Shares under the Excess Application Facility by completing Boxes 5, 6 and 7 on the Open Offer Application Form.

The instructions and other terms set out in the Open Offer Application Form part of the terms of the Open Offer in relation to Existing Non-CREST Shareholders.

(b) Bona fide market claims

Applications to acquire New Ordinary Shares may only be made on the Open Offer Application Form and may only be made by the Existing Non-CREST Shareholder named in it or by a person entitled by virtue of a bona fide market claim in relation to a purchase of Existing Ordinary Shares through the market prior to the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer. Open Offer Application Forms may not be assigned, transferred or split, except to satisfy bona fide market claims up to 3.00 p.m. on 15 March 2013. The Open Offer Application Form is not a negotiable document and cannot be separately traded. An Existing Non-CREST Shareholder who has sold or otherwise transferred all or part of his holding of Existing Ordinary Shares prior to the date upon which the Existing Ordinary Shares were marked "ex" the entitlement to participate in the Open Offer, should consult his broker or other professional adviser as soon as possible, as the invitation to acquire New Ordinary Shares under the Open Offer may be a benefit which may be claimed by the transferee. Existing Non-CREST Shareholders who have sold all or part of their registered holdings should, if the market claim is to be settled outside CREST, complete Box 8 on the Open Offer Application Form and immediately send it to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The Open Offer Application Form should not, however be forwarded to or transmitted to any Excluded Overseas Shareholders. If the market claim is to be settled outside CREST, the beneficiary of the claim should follow the procedures set out in the Open Offer Application Form. If the market claim is to be settled in CREST, the beneficiary of the claim should follow the procedure set out in paragraph 4.2(b) below.

(c) Excess Application Facility

Existing Shareholders may apply to acquire Excess Shares using the Excess Application Facility, should they wish. Existing Non-CREST Shareholders wishing to apply for Excess Shares may do so by completing Box 5 on the Open Offer Application Form. The maximum number of New Ordinary Shares to be allotted under the Excess Application Facility (the "Maximum Excess Application Number") shall be limited to: (a) the maximum size of Issue; less (b) New Ordinary Shares issued under the Placing and the Open Offer pursuant to Existing Shareholders' Open Offer Entitlements and any New Ordinary Shares that the Directors determine to issue under the Offer for Subscription. Applications under the Excess Application Facility shall be allocated in such manner as the Directors may determine, in their absolute discretion, and no assurance can be given that the applications by Existing Shareholders will be met in full or in part or at all. Excess monies in respect of applications which are not met in full will be returned to the applicant (at the applicant's risk) without interest as soon as practicable thereafter by way of cheque or CREST payment, as appropriate.

A credit of 23 million Excess CREST Open Offer Entitlements will be made to each Existing CREST Shareholder; if an Existing CREST Shareholder would like to apply for a larger Excess CREST Open Offer Entitlement, such Existing CREST Shareholder should contact Capita Registrars to arrange for a further credit of New Ordinary Shares to its Excess CREST Open Offer Entitlement, subject at all times to the maximum number of New Ordinary Shares available under the Excess Application Facility.

All enquiries in connection with the procedure for application of Excess CREST Open Offer Entitlements should be made to Capita Registrars on the Shareholder helpline 0871 664 0321 or, if calling from overseas, +44 208 639 3399. Calls to the 0871 664 0321 number are charged at 10 pence per minute from a BT landline, other telephone provider costs may vary. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. Lines are open from 9.00 a.m. to 5.30 p.m. on Monday to Friday. Capita Registrars cannot provide financial advice on the merits of the Open Offer or as to whether applicants should take up their Open Offer Entitlement or apply for Excess Shares.

(d) Application procedures

Existing Non-CREST Shareholders wishing to apply to acquire all or any of the New Ordinary Shares should complete the Open Offer Application Form in accordance with the instructions printed on it. Completed Open Offer Application Forms should be posted in the accompanying pre-paid envelope for use within the UK only or returned by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU (who will act as Receiving Agent in relation to the Open Offer) so as to be received by Capita Registrars by no later than 11.00 a.m. on 19 March 2013, after which time Open Offer Application Forms will not be valid. Existing Non-CREST Shareholders should note that applications, once made, will be irrevocable and receipt thereof will not be acknowledged. If an Open Offer Application Form is being sent by first-class post in the UK, Existing Shareholders are recommended to allow at least four working days for delivery.

All payments must be in GBP and made by cheque or bankers' draft made payable to Capita Registrars Limited re HICL Infrastructure Company Limited Open Offer A/c and crossed "A/C Payee Only". Cheques or bankers' drafts must be drawn on a bank or building society or branch of a bank or building society in the United Kingdom or Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and bankers' drafts to be cleared through the facilities provided by any of those companies or committees and must bear the appropriate sort code in the top right hand corner and must be for the full amount payable on application. Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the back of the cheque or draft to such effect. The account name should be the same as that shown on the Open Offer Application Form. Post-dated cheques will not be accepted. Third party cheques (other than building society cheques or bankers' drafts where the building society or bank has confirmed that the relevant Existing Shareholder has title to the underlying funds by printing the Existing Shareholder's name on the back of the draft and adding the branch stamp) will be subject to the Money Laundering Regulations (as defined on page 172 below) which will delay Shareholders receiving their New Ordinary Shares (please see paragraph 5 below).

Cheques or bankers' drafts will be presented for payment upon receipt. Funds will be held in a non-interest bearing account and no interest will be paid on payments. It is a term of the Open Offer that cheques shall be honoured on first presentation and the Company may elect to treat as invalid acceptances in respect of which cheques are not so honoured. All documents, cheques and bankers' drafts sent through the post will be sent at the risk of the sender. Payments via CHAPS, BACS or electronic transfer will not be accepted.

If cheques or bankers' drafts are presented for payment before the conditions to the Open Offer are fulfilled, the application monies will be kept in a separate non-interest bearing bank account. If the Open Offer does not become unconditional, no New Ordinary Shares will be issued and all monies will be returned (at the applicant's sole risk), without payment of interest, to applicants as soon as practicable following the lapse of the Open Offer.

The Company may in its sole discretion, but shall not be obliged to, treat an Open Offer Application Form as valid and binding on the person by whom or on whose behalf it is lodged, even if not completed in accordance with the relevant instructions or not accompanied by a valid power of attorney where required, or if it otherwise does not strictly comply with the terms and conditions of the Open Offer. The Company further reserves the right (but shall not be obliged) to accept either:

• (i) Open Offer Application Forms received after 11.00 a.m. on 19 March 2013; or
• (ii) applications in respect of which remittances are received before 11.00 a.m. on 19 March 2013 from authorised persons (as defined in FSMA) specifying the New Ordinary Shares applied for and undertaking to lodge the Open Offer Application Form in due course but, in any event, within two Business Days.

Multiple applications will not be accepted. All documents and remittances sent by post by or to an applicant (or as the applicant may direct) will be sent at the applicant's own risk.

(e) Effect of application

By completing and delivering an Open Offer Application Form, the applicant:

• (i) represents and warrants to the Company and Canaccord Genuity that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer or the Excess Application Facility, as the case may be, and to execute, deliver and exercise his rights, and perform his obligations under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares or acting on behalf of any such person on a non-discretionary basis;
• (ii) agrees with the Company and Canaccord Genuity that all applications and contracts resulting therefrom under the Open Offer and the Excess Application Facility and any non-contractual obligations arising under or in connection therewith shall be governed by and construed in accordance with the laws of England and Wales;
• (iii) confirms to the Company and Canaccord Genuity that in making the application he is not relying on any information or representation in relation to the Company other than that contained in this document, and the applicant accordingly agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all information in relation to the Company and the New Ordinary Shares contained in this document;
• (iv) represents and warrants to the Company and Canaccord Genuity that he is the Existing Shareholder originally entitled to the Open Offer Entitlement or that he received such Open Offer Entitlement by virtue of a bona fide market claim;
• (v) represents and warrants to the Company and Canaccord Genuity that if he has received some or all of his Open Offer Entitlement from a person other than the Company he is entitled to apply under the Open Offer in relation to such Open Offer Entitlement by virtue of a bona fide market claim;

• (vi) requests that the New Ordinary Shares to which he will become entitled be issued to him on the terms set out in this document and the Open Offer Application Form, subject to the Memorandum and Articles of Incorporation;

• (vii) represents and warrants to the Company and Canaccord Genuity that he is not, nor is he applying on behalf of any Excluded Overseas Shareholder or a person in any jurisdiction in which the application for New Ordinary Shares is prevented by law and he is not applying with a view to re-offering, re-selling, transferring or delivering any of the New Ordinary Shares which are the subject of his application in the United States or to any Excluded Overseas Shareholder or a person in any jurisdiction in which the application for New Ordinary Shares is prevented by law (except where proof satisfactory to the Company has been provided to the Company that he is able to accept the invitation by the Company free of any requirement which it (in its absolute discretion) regards as unduly burdensome), nor acting on behalf of any such person on a non-discretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares under the Open Offer or the Excess Application Facility;

• (viii) represents and warrants to the Company and Canaccord Genuity that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986;
• (ix) confirms that in making the application he is not relying and has not relied on Canaccord Genuity or any person affiliated with Canaccord Genuity in connection with any investigation of the accuracy of any information contained in this document or his investment decision; and
• (x) acknowledges and agrees that, if a supplementary prospectus is issued by the Company in respect of an amendment to the Issue Price then, subject to the applicant not exercising his right to withdraw his application under section 87G of FSMA, the application will be treated as being for such number of New Ordinary Shares as equals the cash amount of the original application divided by the new Issue Price.

All enquiries in connection with the procedure for application and completion of the Open Offer Application Form should be addressed to the Receiving Agent, at Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU or by calling Capita Registrars on 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.

Existing Non-CREST Shareholders who do not want to take up or apply for the New Ordinary Shares under the Open Offer should take no action and should not complete or return the Open Offer Application Form.

• 4.2 If you have Open Offer Entitlements and Excess CREST Open Offer Entitlements credited to your stock account in CREST in respect of your entitlement under the Open Offer:
• (a) General

Subject as provided in paragraph 6 of these Terms and Conditions in relation to certain Overseas Shareholders, each Existing CREST Shareholder will receive a credit to his stock account in CREST of his Open Offer Entitlement equal to the maximum number of New Ordinary Shares for which he is entitled to apply to acquire under the Open Offer. Entitlements to New Ordinary Shares will be rounded down to the nearest whole number and any fractional Open Offer Entitlement will therefore also be rounded down. Any fractional entitlements to New Ordinary Shares will be disregarded in calculating Open Offer Entitlements and will be aggregated and made available to Existing Shareholders under the Excess Application Facility.

The CREST stock account to be credited will be an account under the participant ID and member account ID that apply to the Existing Ordinary Shares held on the Record Date by the Existing CREST Shareholder in respect of which the Open Offer Entitlement and Excess CREST Open Offer Entitlement have been allocated.

If for any reason the Open Offer Entitlements and/or Excess CREST Open Offer Entitlements cannot be admitted to CREST by, or the stock accounts of Existing CREST Shareholders cannot be credited by, 27 February 2013, or such later time and/or date as the Company may decide, an Open Offer Application Form will be sent to each Existing CREST Shareholder in substitution for the Open Offer Entitlement and Excess CREST Open Offer Entitlement which should have been credited to his stock account in CREST. In these circumstances the expected timetable as set out in this document will be adjusted as appropriate and the provisions of this document applicable to Existing Non-CREST Shareholders will apply to Existing CREST Shareholders who receive such Open Offer Application Forms.

CREST members who wish to apply to acquire some or all of their entitlements to New Ordinary Shares should refer to the CREST Manual for further information on the CREST procedures referred to below. Should you need advice with regard to these procedures, please contact Capita Registrars on 0871 664 0321 from within the UK or on + 44 208 639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.

Please note Capita Registrars cannot provide financial advice on the merits of the Open Offer or as to whether applicants should take up their Open Offer Entitlements or Excess CREST Open Offer Entitlements. If you are a CREST sponsored member you should consult your CREST sponsor if you wish to apply for New Ordinary Shares as only your CREST sponsor will be able to take the necessary action to make this application in CREST.

(b) Market claim

Each of the Open Offer Entitlements and the Excess CREST Open Offer Entitlements will constitute a separate security for the purposes of CREST. Although Open Offer Entitlements and the Excess CREST Open Offer Entitlements will be admitted to CREST and be enabled for settlement, applications in respect of Open Offer Entitlements and the Excess CREST Open Offer Entitlements may only be made by the Existing Shareholder originally entitled or by a person entitled by virtue of a bona fide market claim transaction. Transactions identified by the Euroclear UK & Ireland's Claims Processing Unit as "cum" the Open Offer Entitlement and the Excess CREST Open Offer Entitlements will generate an appropriate market claim transaction and the relevant Open Offer Entitlement(s) and Excess CREST Open Offer Entitlement(s) will thereafter be transferred accordingly.

(c) Excess Application Facility

Existing Shareholders may apply to acquire Excess Shares using the Excess Application Facility, should they wish. The Excess Application Facility enables Existing CREST Shareholders to apply for Excess Shares in excess of their Open Offer Entitlement.

An Excess CREST Open Offer Entitlement may not be sold or otherwise transferred. Subject as provided in paragraph 6 of these Terms and Conditions in relation to Overseas Shareholders, the CREST accounts of Existing CREST Shareholders will be credited with an Excess CREST Open Offer Entitlement in order for any applications for Excess Shares to be settled through CREST.

Existing CREST Shareholders should note that, although the Open Offer Entitlements and the Excess CREST Open Offer Entitlements will be admitted to CREST, they will have limited settlement capabilities (for the purposes of market claims only). Neither the Open Offer Entitlements nor the Excess CREST Open Offer Entitlements will be tradable or listed and applications in respect of the Open Offer may only be made by the Existing Shareholders originally entitled or by a person entitled by virtue of a bona fide market claim.

To apply for Excess Shares pursuant to the Excess Application Facility, Existing CREST Shareholders should follow the instructions in paragraph 4.2(f) below and must not return a paper form and cheque.

Should a transaction be identified by the Euroclear UK & Ireland's Claims Processing Unit as "cum" the Open Offer Entitlement and the relevant Open Offer Entitlement be transferred, the Excess CREST Open Offer Entitlements will not transfer with the Open Offer Entitlement claim, but will be transferred as a separate claim. Should an Existing CREST Shareholder cease to hold all of his Existing Ordinary Shares as a result of one or more bona fide market claims, the Excess CREST Open Offer Entitlement credited to CREST and allocated to the relevant Existing Shareholder will be transferred to the purchaser. Please note that a separate USE Instruction must be sent in respect of any application under the Excess CREST Open Offer Entitlement.

All enquiries in connection with the procedure for applications in respect of Excess CREST Open Offer Entitlements should be made to Capita Registrars on the Shareholder helpline 0871 664 0321, or, if calling from overseas, +44 208 639 3399. Calls to 0871 664 0321 are charged at 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open from 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.

(d) USE Instructions

Existing CREST Shareholders who are CREST members and who want to apply for New Ordinary Shares in respect of all or some of their Open Offer Entitlements and/or Excess CREST Open Offer Entitlements in CREST must send (or, if they are CREST sponsored members, procure that their CREST sponsor sends) a USE Instruction to Euroclear UK & Ireland which, on its settlement, will have the following effect:

• (i) the crediting of a stock account of the Receiving Agent under the participant ID and member account ID specified below, with the number of Open Offer Entitlements and Excess CREST Open Offer Entitlements corresponding to the number of New Ordinary Shares applied for; and
• (ii) the creation of a CREST payment, in accordance with the CREST payment arrangements in favour of the payment bank of the Receiving Agent in respect of the amount specified in the USE Instruction which must be the full amount payable on application for the number of New Ordinary Shares referred to in (i) above.

(e) Content of USE Instruction in respect of Open Offer Entitlements

The USE Instruction must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

• (i) the number of New Ordinary Shares for which application is being made (and hence the number of the Open Offer Entitlement(s) being delivered to the Receiving Agent);
• (ii) the ISIN of the Open Offer Entitlement. This is GG00B82WXW23;

• (iii) the CREST participant ID of the accepting CREST member;

• (iv) the CREST member account ID of the accepting CREST member from which the Open Offer Entitlements are to be debited;

• (v) the participant ID of the Receiving Agent in its capacity as a CREST receiving agent. This is 7RA33;
• (vi) the member account ID of the Receiving Agent in its capacity as a CREST receiving agent. This is 27881HIC;
• (vii) the amount payable by means of a CREST payment on settlement of the USE Instruction. This must be the full amount payable on application for the number of New Ordinary Shares referred to in paragraph (e)(i) above;
• (viii) the intended settlement date. This must be on or before 11.00 a.m. on 19 March 2013; and
• (ix) the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.

In order for an application under the Open Offer to be valid, the USE Instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 19 March 2013.

In order to assist prompt settlement of the USE Instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE Instruction:

• (i) a contact name and telephone number (in the free format shared note field); and
• (ii) a priority of at least 80.

CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE Instruction may settle on 19 March 2013 in order to be valid is 11.00 a.m. on that day.

If the Open Offer does not become unconditional by 8.00 a.m. on 27 March 2013 or such later time and date as the Company and Canaccord Genuity determine (being no later than 31 May 2013), the Open Offer will lapse, the Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by an Existing CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter. The interest earned on such monies will be retained for the benefit of the Company.

(f) Content of USE Instruction in respect of Excess CREST Open Offer Entitlements

The USE Instruction must be properly authenticated in accordance with Euroclear UK & Ireland's specifications and must contain, in addition to the other information that is required for settlement in CREST, the following details:

• (i) the number of Excess Shares for which the application is being made (and hence the number of the Excess CREST Open Offer Entitlement(s) being delivered to the Receiving Agent);
• (ii) the ISIN of the Excess CREST Open Offer Entitlement. This is GG00B88WJX99;
• (iii) the CREST participant ID of the accepting CREST member;
• (iv) the CREST member account ID of the accepting CREST member from which the Excess CREST Open Offer Entitlements are to be debited;
• (v) the participant ID of the Receiving Agent in its capacity as Receiving Agent. This is 7RA33;

• (vi) the member account ID of the Receiving Agent in its capacity as Receiving Agent. This is 27881HIC;

• (vii) the amount payable by means of a CREST payment on settlement of the USE Instruction. This must be the full amount payable on application for the number of Excess Shares referred to in paragraph (f)(i) above;

• (viii) the intended settlement date. This must be on or before 11.00 a.m. on 19 March 2013; and
• (ix) the Corporate Action Number for the Open Offer. This will be available by viewing the relevant corporate action details in CREST.

In order for the application in respect of an Excess CREST Open Offer Entitlement under the Excess Application Facility to be valid, the USE Instruction must comply with the requirements as to authentication and contents set out above and must settle on or before 11.00 a.m. on 19 March 2013.

In order to assist prompt settlement of the USE Instruction, CREST members (or their sponsors, where applicable) may consider adding the following non-mandatory fields to the USE Instruction:

• (i) a contact name and telephone number (in the free format shared note field); and
• (ii) a priority of at least 80.

CREST members and, in the case of CREST sponsored members, their CREST sponsors, should note that the last time at which a USE Instruction may settle on 19 March 2013 in order to be valid is 11.00 a.m. on that day. Please note that automated CREST generated claims and buyer protection will not be offered on the Excess CREST Open Offer Entitlement security.

If the Open Offer does not become unconditional by 8.00 a.m. on 27 March 2013 or such later time and date as the Company and Canaccord Genuity determine (being no later than 31 May 2013), the Open Offer and the Excess Application Facility will lapse, the Open Offer Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by an Existing CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter. The interest earned on such monies will be retained for the benefit of the Company.

(g) Deposit of Open Offer Entitlements into, and withdrawal from, CREST

An Existing Non-CREST Shareholder's entitlement under the Open Offer as shown by the number of Open Offer Entitlements set out in his Open Offer Application Form may be deposited into CREST (either into the account of the Existing Shareholder named in the Open Offer Application Form or into the name of a person entitled by virtue of a bona fide market claim). Similarly, Open Offer Entitlements and Excess CREST Open Offer Entitlements held in CREST may be withdrawn from CREST so that the entitlement under the Open Offer is reflected in an Open Offer Application Form. Normal CREST procedures (including timings) apply in relation to any such deposit or withdrawal, subject (in the case of a deposit into CREST) as set out in the Open Offer Application Form.

A holder of an Open Offer Application Form who is proposing to deposit the entitlement set out in such form into CREST is recommended to ensure that the deposit procedures are implemented in sufficient time to enable the person holding or acquiring the Open Offer Entitlement and the entitlement to apply under the Excess Application Facility following their deposit into CREST to take all necessary steps in connection with taking up the entitlement prior to 3.00 p.m. on 14 March 2013. After depositing their Open Offer Entitlement into their CREST account, CREST holders will, shortly after that, receive a credit for their Excess CREST Open Offer Entitlement, which will be managed by Capita Registrars.

In particular, having regard to normal processing times in CREST and on the part of Capita Registrars, the recommended latest time for depositing an Open Offer Application Form with the CREST Courier and Sorting Service, where the person entitled wishes to hold the entitlement under the Open Offer set out in such Open Offer Application Form as

an Open Offer Entitlement and Excess CREST Open Offer Entitlements in CREST, is 3.00 p.m. on 14 March 2013 and the recommended latest time for receipt by Euroclear UK & Ireland of a dematerialised instruction requesting withdrawal of Open Offer Entitlements and Excess CREST Open Offer Entitlements from CREST is 4.30 p.m. on 13 March 2013 in either case so as to enable the person acquiring or (as appropriate) holding the Open Offer Entitlements and Excess CREST Open Offer Entitlements following the deposit or withdrawal (whether as shown in an Open Offer Application Form or held in CREST) to take all necessary steps in connection with applying in respect of the Open Offer Entitlements and Excess CREST Open Offer Entitlements prior to 11.00 a.m. on 19 March 2013. CREST holders inputting the withdrawal of their Open Offer Entitlement from their CREST account must ensure that they withdraw both their Open Offer Entitlement and the Excess CREST Open Offer Entitlement.

Delivery of an Open Offer Application Form with the CREST deposit form duly completed whether in respect of a deposit into the account of the Existing Shareholder named in the Open Offer Application Form or into the name of another person in respect of a bona fide market claim, shall constitute a representation and warranty to the Company and Capita Registrars by the relevant CREST member(s) that it/they is/are not in breach of the provisions of the notes under the paragraph headed "Instructions for depositing entitlements under the Open Offer into CREST" in the Open Offer Application Form, and a declaration to the Company and the Registrar from the relevant CREST member(s) that it/they is/are not an Excluded Overseas Shareholder or a person in any jurisdiction in which the application for New Ordinary Shares is prevented by law and, where such deposit is made by a beneficiary of a market claim, a representation and warranty that the relevant CREST member(s) is/are entitled to apply under the Open Offer or the Excess Application Facility by virtue of a bona fide market claim.

(h) Validity of application

USE Instructions complying with the requirements as to authentication and contents set out above which settles by no later than 11.00 a.m. on 19 March 2013 will constitute valid applications under the Open Offer.

(i) CREST procedures and timings

CREST members and (where applicable) their CREST sponsors should note that Euroclear UK & Ireland does not make available special procedures in CREST for any particular corporate action. Normal system timings and limitations will therefore apply in relation to the input of a USE Instruction and its settlement in connection with the Open Offer and the Excess Application Facility. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST sponsored member, to procure that his CREST sponsor takes) such action as shall be necessary to ensure that a valid application is made as stated above by 11.00 a.m. on 19 March 2013. In this connection CREST members and (where applicable) their CREST sponsors are referred in particular to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(j) Incorrect or incomplete applications

If a USE Instruction includes a CREST payment for an incorrect sum, the Company, through the Receiving Agent, reserves the right:

• (i) to reject the application in full and refund the payment to the CREST member in question (without interest);
• (ii) in the case that an insufficient sum is paid, to treat the application as a valid application for such lesser whole number of New Ordinary Shares as would be able to be applied for with that payment at the Issue Price, refunding any unutilised sum to the CREST member in question (without interest); and
• (iii) in the case that an excess sum is paid, to treat the application as a valid application for all the New Ordinary Shares referred to in the USE Instruction, refunding any unutilised sum to the CREST member in question (without interest).

(k) Effect of valid application

A CREST member who makes or is treated as making a valid application in accordance with the above procedures thereby:

• (i) represents and warrants to the Company and Canaccord Genuity that he has the right, power and authority, and has taken all action necessary, to make the application under the Open Offer or the Excess Application Facility, as the case may be, and to execute, deliver and exercise his rights, and perform his obligations, under any contracts resulting therefrom and that he is not a person otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares or acting on behalf of any such person on a non-discretionary basis;
• (ii) agrees with the Company and Canaccord Genuity to pay the amount payable on application in accordance with the above procedures by means of a CREST payment in accordance with the CREST payment arrangements (it being acknowledged that the payment to Capita Registrar's payment bank in accordance with the CREST payment arrangements shall, to the extent of the payment, discharge in full the obligation of the CREST member to pay to the Company the amount payable on application);
• (iii) agrees with the Company and Canaccord Genuity that all applications and contracts resulting therefrom under the Open Offer and the Excess Application Facility and any non-contractual obligations arising under or in connection therewith shall be governed by, and construed in accordance with, the laws of England and Wales;
• (iv) confirms to the Company and Canaccord Genuity that in making the application he is not relying on any information or representation in relation to the Company other than that contained in this document, and the applicant accordingly agrees that no person responsible solely or jointly for this document or any part thereof, or involved in the preparation thereof, shall have any liability for any such information or representation not so contained and further agrees that, having had the opportunity to read this document, he will be deemed to have had notice of all the information in relation to the Company and the New Ordinary Shares contained in this document;
• (v) represents and warrants to the Company and Canaccord Genuity that he is the Existing Shareholder originally entitled to the Open Offer Entitlement and Excess CREST Open Offer Entitlement or that he has received such Open Offer Entitlement and Excess CREST Open Offer Entitlement by virtue of a bona fide market claim;
• (vi) represents and warrants to the Company and Canaccord Genuity that if he has received some or all of his Open Offer Entitlement and Excess CREST Open Offer Entitlement from a person other than the Company, he is entitled to apply under the Open Offer and the Excess Application Facility in relation to such Open Offer Entitlement and Excess CREST Open Offer Entitlement by virtue of a bona fide market claim;
• (vii) subject to certain limited exceptions, requests that the New Ordinary Shares to which he will become entitled be issued to him on the terms set out in this document, subject to the Memorandum of Incorporation and Articles of Incorporation;
• (viii) represents and warrants to the Company and Canaccord Genuity that he is not, nor is he applying on behalf of any Shareholder who is an Excluded Overseas Shareholder or a person in any jurisdiction in which the application for New Ordinary Shares is prevented by law and he is not applying with a view to re-offering, re-selling, transferring or delivering any of the New Ordinary Shares which are the subject of his application in the United States or to, or for the benefit of, a Shareholder who is a citizen or resident or which is a corporation, partnership or other entity created or organised in or under any laws of any other Excluded Territory or any jurisdiction in which the application for New Ordinary Shares is prevented by law (except where proof satisfactory to the Company has been provided to the Company that he is able to accept the invitation by the Company free of any requirement which it (in its absolute discretion) regards as unduly burdensome),

nor acting on behalf of any such person on a non-discretionary basis nor (a) person(s) otherwise prevented by legal or regulatory restrictions from applying for New Ordinary Shares under the Open Offer or the Excess Application Facility;

• (ix) represents and warrants that he is not, and nor is he applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 93 (depository receipts) or section 96 (clearance services) of the Finance Act 1986;
• (x) confirms that in making the application he is not relying and has not relied on Canaccord Genuity or any person affiliated with Canaccord Genuity in connection with any investigation of the accuracy of any information contained in this document or his investment decision; and
• (xi) acknowledges and agrees that, if a supplementary prospectus is issued by the Company in respect of an amendment to the Issue Price then, subject to the CREST member not exercising his right to withdraw his application under section 87G of FSMA, the application will be treated as being for such number of New Ordinary Shares as equals the cash amount of the original application divided by the new Issue Price.

(l) Company's discretion as to the rejection and validity of applications

The Company may in its sole discretion:

• (i) treat as valid (and binding on the CREST member concerned) an application which does not comply in all respects with the requirements as to validity set out or referred to in these Terms and Conditions;
• (ii) accept an alternative properly authenticated dematerialised instruction from a CREST member or (where applicable) a CREST sponsor as constituting a valid application in substitution for or in addition to a USE Instruction and subject to such further terms and conditions as the Company may determine;
• (iii) treat a properly authenticated dematerialised instruction (in this sub-paragraph the "first instruction") as not constituting a valid application if, at the time at which the Receiving Agent receives a properly authenticated dematerialised instruction giving details of the first instruction or thereafter, either the Company or Capita Registrars has received actual notice from Euroclear UK & Ireland of any of the matters specified in Regulation 35(5)(a) of the CREST Regulations in relation to the first instruction. These matters include notice that any information contained in the first instruction was incorrect or notice of lack of authority to send the first instruction; and
• (iv) accept an alternative instruction or notification from a CREST member or CREST sponsored member or (where applicable) a CREST sponsor, or extend the time for settlement of a USE Instruction or any alternative instruction or notification, in the event that, for reasons or due to circumstances outside the control of any CREST member or CREST sponsored member or (where applicable) CREST sponsor, the CREST member or CREST sponsored member is unable validly to apply for New Ordinary Shares by means of the above procedures. In normal circumstances, this discretion is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or any part of CREST) or on the part of the facilities and/or systems operated by the Receiving Agent in connection with CREST.

(m) Lapse of the Open Offer

In the event that the Open Offer does not become unconditional by 8.00 a.m. on 27 March 2013 or such later time and date as the Company and Canaccord Genuity may agree being no later than 31 May 2013, the Open Offer and the Excess Application Facility will lapse, the Open Offer Entitlements and Excess CREST Open Offer Entitlements admitted to CREST will be disabled and the Receiving Agent will refund the amount paid by an Existing CREST Shareholder by way of a CREST payment, without interest, as soon as practicable thereafter. The interest earned on such monies, if any, will be retained for the benefit of the Company.

5. Anti-money laundering regulations

5.1 Holders of Open Offer Application Forms

To ensure compliance with the Money Laundering Regulations, the Registrar and/or the Receiving Agent may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf the Open Offer Application Form is lodged with payment (which requirements are referred to below as the "verification of identity requirements"). If the Open Offer Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of the Registrar or Receiving Agent. In such case, the lodging agent's stamp should be inserted on the Open Offer Application Form.

The person lodging the Open Offer Application Form with payment and in accordance with the other terms as described above (the "acceptor"), including any person who appears to the Registrar to be acting on behalf of some other person, accepts the Open Offer in respect of such number of New Ordinary Shares as is referred to therein (for the purposes of this paragraph 5 the "relevant New Ordinary Shares") shall thereby be deemed to agree to provide the Registrar with such information and other evidence as the Registrar may require to satisfy the verification of identity requirements.

If Capita Registrars determines that the verification of identity requirements apply to any acceptor or application, the relevant New Ordinary Shares (notwithstanding any other term of the Open Offer) will not be issued to the relevant acceptor unless and until the verification of identity requirements have been satisfied in respect of that acceptor or application. The Registrar and/or the Receiving Agent is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any acceptor or application and whether such requirements have been satisfied, and neither Capita Registrars nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, The Registrar has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant application as invalid, in which event the monies payable on acceptance of the Open Offer or under the Excess Application Facility will be returned (at the acceptor's risk) without interest to the account of the bank or building society on which the relevant cheque or bankers' draft was drawn.

Submission of an Open Offer Application Form with the appropriate remittance will constitute a warranty to each of the Company, the Registrar, the Receiving Agent, and Canaccord Genuity from the applicant that the Money Laundering Regulations will not be breached by application of such remittance.

The verification of identity requirements will not usually apply:

• (i) if the applicant is an organisation required to comply with the Money Laundering Directive (the Council Directive on prevention of the use of the financial system for the purpose of money laundering and terrorist financing (no. 2005/60/EC));
• (ii) if the acceptor is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations;
• (iii) if the applicant (not being an applicant who delivers his application in person) makes payment by way of a cheque drawn on an account in the applicant's name; or
• (iv) if the aggregate subscription price for the New Ordinary Shares is less than €15,000 (approximately £12,900).

In other cases the verification of identity requirements may apply. Satisfaction of these requirements may be facilitated in the following ways:

• (a) if payment is made by cheque or bankers' draft in GBP drawn on a branch in the United Kingdom of a bank or building society which bears a UK bank sort code number in the top right hand corner the following applies. Cheques, should be made payable to "Capita Registrars Limited re HICL Infrastructure Company Limited Open Offer A/c" in respect of an application by an Existing Shareholder and crossed "A/C Payee Only". Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the cheque/bankers' draft to such effect. The account name should be the same as that shown on the Open Offer Application Form; or
• (b) if the Open Offer Application Form is lodged with payment by an agent which is an organisation of the kind referred to in (i) above or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the non-European Union members of which are Argentina, Australia, Brazil, Canada, China, Gibraltar, Hong Kong, Iceland, Japan, Mexico, New Zealand, Norway, Russian Federation, Singapore, South Africa, Switzerland, Turkey, UK Crown Dependencies and the US and, by virtue of their membership of the Gulf Cooperation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide with the Open Offer Application Form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to Capita Registrars. If the agent is not such an organisation, it should contact Capita Registrars.

To confirm the acceptability of any written assurance referred to in (b) above, or in any other case, the acceptor should contact Capita Registrars by telephone on 0871 664 0321 from within the UK or on + 44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' costs may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the UK will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Open Offer nor give any financial, legal or tax advice.

If the Open Offer Application Form(s) is/are in respect of New Ordinary Shares with an aggregate subscription price of €15,000 (approximately £12,900) or more and is/are lodged by hand by the acceptor in person, or if the Open Offer Application Form(s) in respect of New Ordinary Shares is/are lodged by hand by the acceptor and the accompanying payment is not the acceptor's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or her address.

If, within a reasonable period of time following a request for verification of identity, and in any case by no later than 11.00 a.m. on 19 March 2013, Capita Registrars has not received evidence satisfactory to it as aforesaid, Capita Registrars may, at its discretion, as agent of the Company, reject the relevant application, in which event the monies submitted in respect of that application will be returned without interest to the account at the drawee bank or building society from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).

5.2 Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST

If you hold your Open Offer Entitlements and Excess CREST Open Offer Entitlements in CREST and apply for New Ordinary Shares in respect of all or some of your Open Offer Entitlements and Excess CREST Open Offer Entitlements as agent for one or more persons and you are not a UK or EU regulated person or institution (e.g. a UK financial institution), then, irrespective of the value of the application, Capita Registrars is obliged to take reasonable measures to establish the identity of the person or persons on whose behalf you are making the application. You must therefore contact Capita Registrars before sending any USE or other instruction so that appropriate measures may be taken.

Submission of a USE Instruction (which on its settlement constitutes a valid application as described above) constitutes a warranty and undertaking by the applicant to provide promptly to Capita Registrars such information as may be specified by Capita Registrars as being required for the purposes of the Money Laundering Regulations. Pending the provision of evidence satisfactory to Capita Registrars as to identity, Capita Registrars may in its absolute discretion take, or omit to take, such action as it may determine to prevent or delay issue of the New Ordinary Shares concerned. If satisfactory evidence of identity has not been provided within a reasonable time, then the application for the New Ordinary Shares represented by the USE Instruction will not be valid. This is without prejudice to the right of the Company to take proceedings to recover any loss suffered by it as a result of failure to provide satisfactory evidence.

6. Overseas Shareholders

This document has been approved by the FSA, being the competent authority in the United Kingdom.

Accordingly, the making of the Open Offer to persons resident in, or who are citizens of, or who have a registered address in, countries other than the United Kingdom may be affected by the law or regulatory requirements of the relevant jurisdiction. The comments set out in this paragraph 6 are intended as a general guide only and any Overseas Shareholders who are in any doubt as to their position should consult their professional advisers without delay.

6.1 General

The distribution of this document and the Open Offer Application Form and the making of the Open Offer to persons who have registered addresses in, or who are resident or ordinarily resident in, or citizens of, or which are corporations, partnerships or other entities created or organised under the laws of countries other than the United Kingdom or to persons who are nominees of or agents, custodians, trustees or guardians for citizens, residents in or nationals of, countries other than the United Kingdom may be affected by the laws or regulatory requirements of the relevant jurisdictions. Those persons should consult their professional advisers as to whether they require any governmental or other consents or need to observe any applicable legal requirement or other formalities to enable them to apply for New Ordinary Shares under the Open Offer or the Excess Application Facility.

No action has been or will be taken by the Company, Canaccord Genuity, or any other person, to permit a public offering or distribution of this document (or any other offering or publicity materials or Open Offer Application Form(s) relating to the New Ordinary Shares) in any jurisdiction where action for that purpose may be required, other than in the United Kingdom.

Receipt of this document and/or an Open Offer Application Form and/or a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST will not constitute an invitation or offer of securities for subscription, sale or purchase in those jurisdictions in which it would be illegal to make such an invitation or offer and, in those circumstances, this document and/or the Open Offer Application Form must be treated as sent for information only and should not be copied or redistributed. Open Offer Application Forms will not be sent to, and Open Offer Entitlements nor Excess CREST Open Offer Entitlements will not be credited to stock accounts in CREST of, Excluded Overseas Shareholders or their agents or intermediaries, except where the Company is satisfied that such action would not result in the contravention of any registration or other legal requirement in any jurisdiction.

No person receiving a copy of this document and/or an Open Offer Application Form in any territory other than the United Kingdom and/or a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST may treat the same as constituting an invitation or offer to him or her, nor should he or she in any event use any such Open Offer Application Form and/or credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST unless, in the relevant territory in which the Open Offer Application Form is received or in which the person is resident or located, such an invitation or offer could lawfully be made to him or her and such Open Offer Application Form and/or credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST could lawfully be used, and any transaction resulting from such use could be effected, without contravention of any registration or other

legal or regulatory requirements. In circumstances where an invitation or offer would contravene any registration or other legal or regulatory requirements, this document and/or the Open Offer Application Form must be treated as sent for information only and should not be copied or redistributed. It is the responsibility of any person (including, without limitation, custodians, agents, nominees and trustees) outside the United Kingdom wishing to apply for New Ordinary Shares under the Open Offer or the Excess Application Facility to satisfy himself or herself as to the full observance of the laws of any relevant territory in connection therewith, including obtaining any governmental or other consents that may be required, observing any other formalities required to be observed in such territory and paying any issue, transfer or other taxes due in such territory.

None of the Company, Canaccord Genuity, nor any of their respective representatives, is making any representation to any offeree or purchaser of the New Ordinary Shares regarding the legality of an investment in the New Ordinary Shares by such offeree or purchaser under the laws applicable to such offeree or purchaser.

Persons (including, without limitation, custodians, agents, nominees and trustees) receiving a copy of this document and/or an Open Offer Application Form and/or a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST, in connection with the Open Offer or otherwise, should not distribute or send either of those documents nor transfer Open Offer Entitlements or Excess CREST Open Offer Entitlements in or into any jurisdiction where to do so would or might contravene local securities laws or regulations. If a copy of this document and/or an Open Offer Application Form and/or a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST is received by any person in any such territory, or by his or her custodian, agent, nominee or trustee, he or she must not seek to apply for New Ordinary Shares in respect of the Open Offer or the Excess Application Facility unless the Company and Canaccord Genuity determine that such action would not violate applicable legal or regulatory requirements. Any person (including, without limitation, custodians, agents, nominees and trustees) who does forward a copy of this document and/or an Open Offer Application Form and/or transfers Open Offer Entitlements or Excess CREST Open Offer Entitlements into any such territory, whether pursuant to a contractual or legal obligation or otherwise, should draw the attention of the recipient to the contents of these Terms and Conditions and specifically the contents of this paragraph 6.

Any person (including, without limitation, custodians, agents, nominees and trustees) outside of the United Kingdom wishing to apply for New Ordinary Shares in respect of the Open Offer must satisfy himself or herself as to the full observance of the applicable laws of any relevant territory, including obtaining any requisite governmental or other consents, observing any other requisite formalities and paying any issue, transfer or other taxes due in such territories.

The Company reserves the right to treat as invalid any application or purported application for New Ordinary Shares that appears to the Company or its agents to have been executed, effected or dispatched from the United States or another Excluded Territory or in a manner that may involve a breach of the laws or regulations of any jurisdiction or if the Company or its agents believe that the same may violate applicable legal or regulatory requirements or if it provides an address for delivery of the share certificates of New Ordinary Shares or in the case of a credit of Open Offer Entitlements or Excess CREST Open Offer Entitlements to a stock account in CREST, to a CREST member who is an Excluded Overseas Shareholder or any other jurisdiction outside the United Kingdom in which it would be unlawful to deliver such share certificates or make such a credit.

Existing Shareholders in jurisdictions outside the United Kingdom other than the United States, Canada, Japan, the Republic of South Africa or Australia may, subject to the laws of their relevant jurisdiction, take up New Ordinary Shares in accordance with the instructions set out in this document and the Open Offer Application Form. Such Existing Shareholders who have registered addresses in, or who are resident in, or who are citizens of, countries other than the United Kingdom should, however, consult their appropriate professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their New Ordinary Shares. Notwithstanding any other provision of this document or the Open Offer Application Form, the Company reserves the right to permit any person to apply for New Ordinary Shares in respect of the Open Offer and/or under the Excess Application Facility if the Company, in its sole and absolute discretion, is satisfied that the transaction in question is exempt from, or not subject to, the legislation or regulations giving rise to the restrictions in question.

Overseas Shareholders who wish, and are permitted, to apply for New Ordinary Shares should note that payment must be made in GBP denominated cheques or bankers' drafts or where such Overseas Shareholder is an Existing CREST Shareholder, through CREST.

7. Admission, settlement and dealings

The result of the Open Offer is expected to be announced on 22 March 2013. Applications will be made to the UKLA for the New Ordinary Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that Admission will become effective and that dealings in the New Ordinary Shares, fully paid, will commence at 8.00 a.m. on 27 March 2013.

The Existing Ordinary Shares are already admitted to CREST. No further application for admission to CREST is accordingly required for the New Ordinary Shares. All such shares, when issued and fully paid, may be held and transferred by means of CREST.

Open Offer Entitlements and Excess CREST Open Offer Entitlements held in CREST are expected to be disabled in all respects after 11.00 a.m. on 19 March 2013 (the latest date for applications under the Open Offer). If the condition(s) to the Open Offer described above are satisfied, New Ordinary Shares will be issued in uncertificated form to those persons who submitted a valid application for New Ordinary Shares by utilising the CREST application procedures and whose applications have been accepted by the Company. The stock accounts to be credited will be accounts under the same CREST participant IDs and CREST member account IDs in respect of which the USE Instruction was given.

Notwithstanding any other provision of this document, the Company reserves the right to send Existing CREST Shareholders an Open Offer Application Form instead of crediting the relevant stock account with Open Offer Entitlements and Excess CREST Open Offer Entitlements, and to allot and/or issue any New Ordinary Shares in certificated form. In normal circumstances, this right is only likely to be exercised in the event of any interruption, failure or breakdown of CREST (or of any part of CREST) or on the part of the facilities and/or systems operated by the Registrar in connection with CREST.

For Existing Non-CREST Shareholders who have applied by using an Open Offer Application Form, share certificates in respect of the New Ordinary Shares validly applied for are expected to be despatched by post in the week commencing 8 April 2013. No temporary documents of title will be issued and, pending the issue of definitive certificates, transfers will be certified against the share register of the Company. All documents or remittances sent by or to applicants, or as they may direct, will be sent through the post at their own risk. For more information as to the procedure for application, Existing Non-CREST Shareholders are referred to paragraph 4.1 above and their respective Open Offer Application Form.

8. Times and dates

The Company shall, in agreement with Canaccord Genuity and after consultation with its financial and legal advisers, be entitled to amend the dates that Open Offer Application Forms are despatched or amend or extend the latest date for acceptance under the Open Offer and all related dates set out in this document and in such circumstances shall notify the UK Listing Authority, and make an announcement on a Regulatory Information Service and, if appropriate, to Shareholders but Existing Shareholders may not receive any further written communication. If a supplementary prospectus is issued by the Company two or fewer Business Days prior to the latest time and date for acceptance and payment in full under the Open Offer specified in this document, the

latest date for acceptance under the Open Offer shall be extended to the date that is three Business Days after the date of issue of the supplementary prospectus (and the dates and times of principal events due to take place following such date shall be extended accordingly).

9. Governing law and jurisdiction

The terms and conditions of the Open Offer and the Excess Application Facility as set out in this document, the Open Offer Application Form and any non-contractual obligation related thereto shall be governed by, and construed in accordance with, English law. The courts of England and Wales are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Open Offer and the Excess Application Facility, this document or the Open Offer Application Form. By taking up New Ordinary Shares in accordance with the instructions set out in this document and, where applicable, the Open Offer Application Form, Existing Shareholders irrevocably submit to the jurisdiction of the courts of England and Wales and waive any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

10. Further information

Your attention is drawn to the further information set out in this document and also, in the case of Existing Non-CREST Shareholders and other Existing Shareholders to whom the Company has sent Open Offer Application Forms, to the terms, conditions and other information printed on the Open Offer Application Form.

Terms and Conditions of Application under the Offer for Subscription

The New Ordinary Shares are only suitable for investors who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, for whom an investment in one or more classes of shares is part of a diversified investment programme and who fully understand and are willing to assume the risks involved in such an investment programme.

In the case of a joint Application, references to you in these terms and conditions of Application are to each of you, and your liability is joint and several. Please ensure you read these terms and conditions in full before completing the Application Form.

In these terms and conditions, which apply to the Offer for Subscription:

"Applicant" means a person or persons (in the case of joint applicants) whose name(s) appear(s) on the registration details of an Application Form;

"Application" means the offer made by an Applicant by completing an Application Form and posting it (or delivering it by hand during normal business hours only) to Capita Registrars Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, as specified in the Prospectus;

"Money Laundering Regulations" means the Money Laundering Regulations 2007 of the United Kingdom, the Handbook for Financial Services Business on Countering Financial Crime and Terrorist Financing issued by the GFSC and The Criminal Justice (Proceeds of Crime) (Financial Services Businesses) (Bailiwick of Guernsey) Regulations 2007, as such handbook and/or regulations may be amended from time to time;

"Prospectus" means the prospectus dated 26 February 2013 published by the Company;

"Receiving Agent" means Capita Registrars;

"US person" has the meaning given in Regulation S of the US Securities Act of 1933, as amended.

The Terms and Conditions

(a) The contract created by the acceptance of an Application under the Offer for Subscription will be conditional on:

• (i) Admission occurring on or before 8.00 a.m. on 27 March 2013 or such later time and/or date as the Company and Canaccord Genuity may agree, being not later than 31 May 2013;
• (ii) the Placing, Open Offer and Offer Agreement having become unconditional in all respects and not having been terminated in accordance with its terms before Admission;
• (iii) the approval of the Issue and the disapplication of pre-emption rights in connection with the Issue by Existing Shareholders at the Extraordinary General Meeting of the Company to be held on 20 March 2013 (or at any adjournment thereof); and
• (iv) not less than an aggregate of £50 million (or such lesser amount as the Directors and Canaccord Genuity, in consultation with the Investment Adviser, may agree) of New Ordinary Shares being subscribed for pursuant to the Issue.
• (b) The right is reserved by the Company to present all cheques and bankers' drafts for payment on receipt and to retain application monies and refrain from delivering an Applicant's New Ordinary Shares into CREST, pending clearance of the successful Applicant's cheque or bankers' drafts. The Company also reserves the right to reject in whole or part, or to scale down or limit, any Application. The Company may treat Applications as valid and binding if made in accordance with the prescribed instructions and the Company may, at its discretion, accept an Application in respect of which payment is not received by the Company prior to the closing of the Offer for Subscription. If any Application is not accepted in full or if any

contract created by acceptance does not become unconditional, the application monies or, as the case may be, the balance thereof will be returned (without interest) by returning each relevant Applicant's cheque or bankers' draft or by crossed cheque in favour of the first Applicant, through the post at the risk of the person(s) entitled thereto. In the meantime, application monies will be retained by the Receiving Agent in a separate account.

To ensure compliance with the Money Laundering Regulations, Capita Registrars may require, at its absolute discretion, verification of the identity of the person by whom or on whose behalf an Application Form is lodged with payment. If the Application Form is submitted by a UK regulated broker or intermediary acting as agent and which is itself subject to the Money Laundering Regulations, any verification of identity requirements are the responsibility of such broker or intermediary and not of Capita Registrars.

The person lodging the Application Form with payment and in accordance with the other terms as described above, including any person who appears to the Receiving Agent to be acting on behalf of some other person, accepts the Offer in respect of such number of offered New Ordinary Shares as is referred to therein and shall thereby be deemed to agree to provide the Receiving Agent with such information and other evidence as the Receiving Agent may require to satisfy the verification of identity requirements.

If the Receiving Agent determines that the verification of identity requirements apply to any Application, the relevant New Ordinary Shares (notwithstanding any other term of the Offer) will not be issued to the relevant Applicant unless and until the verification of identity requirements have been satisfied in respect of that Applicant or Application. The Receiving Agent is entitled, in its absolute discretion, to determine whether the verification of identity requirements apply to any Application and whether such requirements have been satisfied, and neither the Receiving Agent nor the Company will be liable to any person for any loss or damage suffered or incurred (or alleged), directly or indirectly, as a result of the exercise of such discretion.

If the verification of identity requirements apply, failure to provide the necessary evidence of identity within a reasonable time may result in delays in the despatch of share certificates or in crediting CREST accounts. If, within a reasonable time following a request for verification of identity, the Receiving Agent has not received evidence satisfactory to it as aforesaid, the Company may, in its absolute discretion, treat the relevant Application as invalid, in which event the monies payable on acceptance of the Offer will be returned (at the Applicant's risk) without interest to the account of the bank or building society on which the relevant cheque or bankers' draft was drawn.

Submission of an Application Form with the appropriate remittance will constitute a warranty to each of the Company, the Receiving Agent and Capita Registrars from the Applicant that the Money Laundering Regulations will not be breached by application of such remittance. The verification of identity requirements will not usually apply:

• if the Applicant is an organisation required to comply with the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing); or
• if the Applicant is a regulated United Kingdom broker or intermediary acting as agent and is itself subject to the Money Laundering Regulations; or
• if the Applicant (not being an applicant who delivers his application in person) make payment by way of a cheque drawn on an account in the applicant's name; or
• if the aggregate subscription price for the offered New Ordinary Shares is less than €15,000 (approximately £12,900).

In other cases the verification of identity requirements may apply. Satisfaction of these requirements may be facilitated in the following ways:

• (a) If payment is made by cheque or bankers' draft in GBP drawn on a branch in the United Kingdom of a bank or building society which bears a UK bank sort code number in the top right hand corner the following applies. Cheques should be made payable to "Capita Registrars re: HICL Infrastructure Company Limited – Offer for Subscription A/C" in respect of an application and crossed "A/C Payee Only". Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the back of the cheque/bankers' draft to such effect. However, third party cheques may be subject to the Money Laundering Regulations which would delay Applicants receiving their New Ordinary Shares. The account name should be the same as that shown on the Application Form; or
• (b) If the Application Form is lodged with payment by an agent which is an organisation required to comply with the Money Laundering Directive (2005/60/EC of the European Parliament and of the EC Council of 26 October on the prevention of the use of the financial system for the purpose of money laundering and terrorist financing) or which is subject to anti-money laundering regulation in a country which is a member of the Financial Action Task Force (the non-European Union members of which are Argentina, Australia, Brazil, Canada, China, Gibraltar, Hong Kong, Iceland, Japan, Mexico, New Zealand, Norway, Russian Federation, Singapore, South Africa, Switzerland, Turkey, UK Crown Dependencies and the US and, by virtue of their membership of the Gulf Cooperation Council, Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab Emirates), the agent should provide with the Application Form written confirmation that it has that status and a written assurance that it has obtained and recorded evidence of the identity of the person for whom it acts and that it will on demand make such evidence available to Capita Registrars. If the agent is not such an organisation, it should contact Capita Registrars at Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

To confirm the acceptability of any written assurance referred to in (b) above, or in any other case, the Applicant should telephone the Shareholder helpline on 0871 664 0321 (calls to this number are charged at 10 pence per minute from a BT landline, other network providers' costs may vary) or +44 208 639 3399 if calling from outside the United Kingdom. Calls to the helpline from outside the UK will be charged at applicable international rates. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.

• (c) If the Application Form(s) is/are in respect of New Ordinary Shares with an aggregate subscription price of €15,000 (approximately £12,900) or more and is/are lodged by hand by the Applicant in person, or if the Application Form(s) in respect of New Ordinary Shares is/are lodged by hand by the Applicant and the accompanying payment is not the Applicant's own cheque, he or she should ensure that he or she has with him or her evidence of identity bearing his or her photograph (for example, his or her passport) and separate evidence of his or address. If, within a reasonable period of time following a request for verification of identity, and in any case by 1.00 p.m. on 18 March 2013, Capita Registrars has not received evidence satisfactory to it as aforesaid, Capita Registrars may, at its discretion, as agent of the Company, reject the relevant Application, in which event the monies submitted in respect of that Application will be returned without interest to the account at the drawee bank or building society from which such monies were originally debited (without prejudice to the rights of the Company to undertake proceedings to recover monies in respect of the loss suffered by it as a result of the failure to produce satisfactory evidence as aforesaid).
• (d) All payments must be made by cheque or bankers' draft in GBP drawn on a branch of a bank or a building society in the United Kingdom or the Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and bankers' drafts to be cleared through the facilities provided by those companies or committees and must bear the appropriate sort code in the top right hand corner. Cheques, which must be drawn on the personal account of the individual investor where they have sole or joint

title to the funds, should be made payable to Capita Registrars Limited Re "HICL Infrastructure Company Limited – Offer for Subscription A/C" and crossed "A/C Payee only". Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the building society or bank has confirmed the name of the account holder by stamping or endorsing the back of the building society cheque/bankers' draft to such effect. Cheques should be for the full amount payable on application. Post dated cheques and payment via CHAPS, BACS or electronic transfer will not be accepted.

(e) The account name should be the same as that shown on the Application Form.

The following is provided by way of guidance to reduce the likelihood of difficulties, delays and potential rejection of an Application Form (but without limiting the Receiving Agent's right to require verification of identity as indicated above):

• (i) Applicants should make payment by a cheque drawn on an account in their own name and write their name and address on the back of the bankers' draft or cheque and, in the case of an individual, record his date of birth against his name; bankers' drafts should be duly endorsed by the bank or building society on the reverse of the cheque as described above; and
• (ii) if an Applicant makes the Application as agent for one or more persons, he should indicate on the Application Form whether he is a UK or EU regulated person or institution (for example, a bank or stockbroker) and specify his status. If an Applicant is not a UK or EU regulated person or institution, he should contact the Receiving Agent.
• (f) By completing and delivering an Application Form, you, as the Applicant (and, if you sign the Application Form on behalf of somebody else or a corporation, that person or corporation, except as referred to in paragraph (viii) below):
• (i) offer to subscribe for the number of New Ordinary Shares specified in your Application Form (or such lesser number for which your Application is accepted) on the terms of and subject to the Prospectus, including these terms and conditions, and subject to the Memorandum and Articles of Incorporation of the Company;
• (ii) agree that, in consideration of the Company agreeing to process your Application, your Application cannot be revoked after 1.00 p.m. on 18 March 2013 (or such later time and date as the Directors may determine if they may postpone the closing of the Offer in accordance with the Prospectus) and that this paragraph shall constitute a collateral contract between you and the Company which will become binding upon despatch by post to, or (in the case of delivery by hand during normal business hours only) on receipt by, the Receiving Agent of your Application Form;
• (iii) agree and warrant that your cheque or bankers' draft may be presented for payment on receipt and will be honoured on first presentation and agree that if it is not so honoured you will not be entitled to receive the New Ordinary Shares until you make payment in cleared funds for the New Ordinary Shares and such payment is accepted by the Company in its absolute discretion (which acceptance shall be on the basis that you indemnify it, and the Receiving Agent against all costs, damages, losses, expenses and liabilities arising out of or in connection with the failure of your remittance to be honoured on first presentation) and you agree that, at any time prior to the unconditional acceptance by the Company of such late payment, the Company may (without prejudice to its other rights) avoid the agreement to subscribe such New Ordinary Shares and may issue or allot such New Ordinary Shares to some other person, in which case you will not be entitled to any payment in respect of such New Ordinary Shares other than the refund to you at your risk of the proceeds (if any) of the cheque or bankers' draft accompanying your Application, without interest;

• (iv) agree that: (A) any monies returnable to you may be retained pending clearance of your remittance and the completion of any verification of identity required by the Money Laundering Regulations; and (B) monies pending allocation will be retained in a separate account and that such monies will not bear interest;

• (v) undertake to provide satisfactory evidence of your identity within such reasonable time (in each case to be determined in the absolute discretion of the Company and the Receiving Agent) to ensure compliance with Money Laundering Regulations;

• (vi) agree that, in respect of those New Ordinary Shares for which your Application has been received and is not rejected, acceptance of your Application shall be constituted, at the election of the Company, either: (i) by notification to the UK Listing Authority and the London Stock Exchange of the basis of allocation (in which case acceptance shall be on that basis); or (ii) by notification of acceptance thereof to the Receiving Agent;
• (vii) authorise the Receiving Agent to procure that your name (together with the name(s) of any other joint Applicant(s)) is/are placed on the register of members of the Company in Guernsey in respect of such New Ordinary Shares and to send a crossed cheque for any monies returnable by post without interest, at the risk of the persons entitled thereto to the address of the person (or in the case of joint holders, the first-named person) named as an Applicant in the Application Form;
• (viii) warrant that, if you sign the Application Form on behalf of somebody else or on behalf of a corporation, you have due authority to do so on behalf of that other person or corporation, and such person or corporation will also be bound accordingly and will be deemed also to have given the confirmations, warranties and undertakings contained herein and undertake to enclose your power of attorney or a copy thereof duly certified by a solicitor or bank with the Application Form;
• (ix) agree that all Applications, acceptances of Applications and contracts resulting therefrom and any non-contractual obligations arising under or in connection therewith shall be governed by and construed in accordance with Guernsey law, and that you submit to the jurisdiction of the Guernsey Courts and agree that nothing shall limit the right of the Company to bring any action, suit or proceeding arising out of or in connection with any such Applications, acceptances of Applications and contracts or any non-contractual obligations arising under or in connection therewith in any other manner permitted by law or in any court of competent jurisdiction;
• (x) confirm that in making such Application, neither you nor any person on whose behalf you are applying are relying on any information or representation in relation to the Company other than the information contained in the Prospectus and, accordingly, you agree that no person (responsible solely or jointly for the Prospectus or any part thereof or involved in the preparation thereof) shall have any liability for any such information or representation;
• (xi) irrevocably authorise the Company or any person authorised by it, to do all things necessary to effect registration of any New Ordinary Shares subscribed by or issued to you into your name(s) or into the name(s) of any person(s) in whose favour the entitlement to any such New Ordinary Shares has been transferred and authorise any representative of the Company to execute any document required therefor;
• (xii) agree that, having received the Prospectus, you shall be deemed by the Company and Canaccord Genuity to have had notice of all information and to have made, and may be further required to make, the representations, acknowledgements and agreements concerning the Company and the New Ordinary Shares contained therein;
• (xiii) confirm that you have reviewed the restrictions contained in these terms and conditions;
• (xiv) warrant that, if you are an individual, you are not under the age of 18;

• (xv) agree that all documents and cheques sent by post to, by or on behalf of the Company or the Receiving Agent, will be sent at the risk of the person(s) entitled thereto;

• (xvi) warrant that in connection with your Application you have observed the laws of all relevant territories, obtained any requisite governmental or other consents, complied with all requisite formalities and paid any issue or transfer or other taxes due in connection with your Application in any territory and that you have not taken any action which will or may result in the Company acting in breach of the regulatory or legal requirements of any territory in connection with the Offer for Subscription or your Application;

• (xvii) represent and agree that: (i) if you are a US person within the meaning of Regulation S, you are: (a) a QIB as defined in Rule 144A who is a QP as defined in Section 2(a)(51) of the Investment Company Act; (b) not a broker dealer which owns and invests on a discretionary basis less than US\$25 million in securities of unaffiliated issuers; (c) not a participant directed employee plan, such as a 401(k) plan; (d) acquiring the New Ordinary Shares for your own account, or for the account of one or more QIBs each of which is also a QP and as to which you have full power to make the foregoing acknowledgements, undertakings, representations, warranties and agreements; (e) not formed for the purpose of investing in the New Ordinary Shares or the Company; (f) aware, and each beneficial owner of the New Ordinary Shares has been advised, that Company may be relying on the exemption from the registration provisions of the Securities Act provided by Rule 144A; and (g) understand that the New Ordinary Shares have not been and will not be registered under the Securities Act and may not be offered, sold, pledged or otherwise transferred except: (y) in accordance with Rule 144A to a person that it and any person acting on its behalf reasonably believes is a QIB and that is also a QP purchasing for its own account or for the account of one or more QIBs that are also QPs; or (z) outside the United States to a person that is not a US person in an offshore transaction as defined in, and in reliance on, Regulation S, in each case in accordance with any applicable securities laws of any state or other jurisdiction of the United States; (ii) if you are not a US person within the meaning of Regulation S, you (a) are not acting on behalf of a US person; (b) are, or at the time the New Ordinary Shares are purchased will be, the beneficial owner of the New Ordinary Shares and are located outside the United States; (c) are not an affiliate of the Company or a person acting on behalf of the Company or such affiliate; (d) are not purchasing with a view to re-sale in the United States or to or for the account of a US person; (e) are aware that the New Ordinary Shares have not been and will not be registered under the Securities Act and are being offered and sold outside the United States in reliance on Regulation S; (f) prior to the expiration of the applicable "distribution compliance period" (within the meaning of Regulation S) for the New Ordinary Shares you will not offer, sell, pledge or otherwise transfer the New Ordinary Shares except: (y) outside the United States to a person that is not a US person in an offshore transaction as defined in, and in reliance on, Regulation S; or (z) to a QIB that is also a QP in accordance with Rule 144A; (g) agree that all hedging transactions with respect to the New Ordinary Shares will be conducted in compliance with the Securities Act; and (iii) acknowledge that the Company and Canaccord Genuity and their respective affiliates, and others, will rely upon the truth and accuracy of the above acknowledgements, representations and agreements and agree that, if any of the acknowledgements, representations or agreements deemed to have been made by you by your purchase of New Ordinary Shares is no longer accurate, you shall promptly notify the Company and Canaccord Genuity. If you are acquiring any New Ordinary Shares as a fiduciary or agent for one or more investor accounts, you represent that you have sole investment discretion with respect to each such account and that you have full power to make the above acknowledgements, representations and agreements on behalf of each account;

• (xviii) if you are a US person within the meaning of Regulation S, you represent that: (a) no portion of the assets used to purchase or hold the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of an "employee beneficial plan" within the meaning of Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA") that is subject to Title I of ERISA, a plan, individual retirement account or other arrangement that is subject to Section 4975 of the US Internal Revenue Code of 1986, as amended (the "Code") or any other laws or regulations of any state of the United States or other jurisdiction that would have the same effect as the regulations promulgated under ERISA or the Code;

• (xix) represent and agree that you are not a resident of Canada, Australia or Japan;

• (xx) understand and agree that the New Ordinary Shares have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction of the United States, and the Company has not registered, and does not intend to register, as an investment company under the Investment Company Act. Accordingly, the New Ordinary Shares may not be offered, sold, pledged or otherwise transferred directly or indirectly in or into the United States, or to or for the account or benefit of any US person within the meaning of Regulation S, except that the New Ordinary Shares may be offered and sold: (a) in the United States to QIBs as defined in, and in reliance on, Rule 144A who are QPs as defined in Section 2(a)(51) of the Investment Company Act, in reliance on the exemption from registration provided by Rule 144A; and (b) outside the United States in "offshore transactions" to persons that are not US persons as defined in, and in reliance on, Regulation S;
• (xxi) acknowledge and agree that, if a supplementary prospectus is issued by the Company in respect of an amendment to the Issue Price then, subject to you not exercising your right to withdraw your application under section 87G of FSMA, your application will be treated as being for such number of New Ordinary Shares as equals the cash amount of the original application divided by the new Issue Price;
• (xxii) agree that if the New Ordinary Shares are issued in certificated form, they will bear a legend to the following effect:

THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT: (1) IN AN OFFSHORE TRANSACTION TO A PERSON WHO IS NOT A US PERSON WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT ("REGULATION S") IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S; OR (2) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON WHOM THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVE IS A QUALIFIED INSTITUTIONAL BUYER ("QIB") WITHIN THE MEANING OF RULE 144A AND THAT IS A QUALIFIED PURCHASER ("QP") WITHIN THE MEANING OF SECTION 2(A)(51) OF THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs EACH OF WHICH IS A QP WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A AND, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF SUCH SECURITY OF THE RESALE RESTRICTIONS REFERRED TO ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF ANY EXEMPTION UNDER THE SECURITIES ACT FOR RESALES OF THIS SECURITY.

IF THE BENEFICIAL OWNER HEREOF IS A US PERSON WITHIN THE MEANING OF REGULATION S, SUCH BENEFICIAL OWNER REPRESENTS THAT: (1) IT IS A QIB THAT IS ALSO A QP; (2) IT IS NOT A BROKER DEALER WHICH OWNS AND INVESTS ON A DISCRETIONARY BASIS LESS THAN US\$25,000,000 IN SECURITIES OF UNAFFILIATED ISSUERS; (3) IT IS NOT A PARTICIPANT DIRECTED EMPLOYEE PLAN, SUCH AS A 401(K) PLAN; (4) IT IS HOLDING AN INTEREST IN THIS SECURITY FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ONE OR MORE QIBs, EACH OF WHICH IS A QP; (5) IT WAS NOT FORMED FOR THE PURPOSE OF INVESTING IN HICL INFRASTRUCTURE COMPANY LIMITED (THE "COMPANY") OR THIS SECURITY; AND (6) IT WILL PROVIDE NOTICE OF THE FOREGOING TRANSFER RESTRICTIONS TO ITS SUBSEQUENT TRANSFEREES.

THE BENEFICIAL OWNER HEREOF HEREBY ACKNOWLEDGES THAT IF AT ANY TIME WHILE IT HOLDS AN INTEREST IN THIS SECURITY IT IS A US PERSON WITHIN THE MEANING OF REGULATION S THAT IS NOT A QIB AND A QP, THE COMPANY MAY: (A) COMPEL IT TO SELL ITS INTEREST IN THIS SECURITY TO A PERSON WHO IS: (I) A US PERSON WHO IS A QIB AND A QP THAT IS, IN EACH CASE, OTHERWISE QUALIFIED TO PURCHASE AN INTEREST IN THIS SECURITY IN

A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT; OR (II) NOT A US PERSON WITHIN THE MEANING OF REGULATION S; OR (B) COMPEL THE BENEFICIAL OWNER TO SELL ITS INTEREST IN THIS SECURITY TO THE COMPANY OR AN AFFILIATE OF THE COMPANY OR TRANSFER ITS INTEREST IN THIS SECURITY TO A PERSON DESIGNATED BY OR ACCEPTABLE TO THE COMPANY. THE COMPANY HAS THE RIGHT TO REFUSE TO HONOUR A TRANSFER OF AN INTEREST IN THIS SECURITY TO A US PERSON WHO IS NOT A QIB AND A QP.

THE COMPANY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE INVESTMENT COMPANY ACT. THE COMPANY MAY COMPEL EACH BENEFICIAL OWNER OF THIS SECURITY THAT IS A US PERSON WITHIN THE MEANING OF REGULATIONS TO CERTIFY PERIODICALLY THAT SUCH BENEFICIAL OWNER IS A QIB AND A QP; and

(xxiii) agree, on request by the Company, or the Receiving Agent on behalf of the Company, to disclose promptly in writing to the Company or the Receiving Agent any information which the Company or the Receiving Agent may reasonably request in connection with your Application and authorise the Company or the Receiving Agent on behalf of the Company, to disclose any information relating to your Application as it considers appropriate.

No person receiving a copy of this Prospectus and/or an Application Form in any territory other than the UK may treat the same as constituting an invitation or an offer to him; nor should he in any event use an Application Form unless in the relevant territory, such an invitation or offer could lawfully be made to him or the Application Form could lawfully be used without contravention of any, or compliance with any unfulfilled registration or other legal or regulatory requirements. It is the responsibility of any person outside the UK wishing to apply for New Ordinary Shares under the Offer for Subscription to satisfy himself as to full observance of the laws of any relevant territory in connection with any such Application, including obtaining any requisite governmental or other consents, observing any other formalities requiring to be observed in any such territory and paying any issue, transfer or other taxes required to be paid in any such territory.

The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province of Canada, Australia, South Africa or Japan and, accordingly, unless an exemption under any relevant legislation or regulations is applicable, none of the New Ordinary Shares may be offered, sold, renounced, transferred or delivered, directly or indirectly, in Canada, Australia, South Africa or Japan. Unless the Company has expressly agreed otherwise in writing, you represent and warrant to the Company that you are not a resident of Canada, South Africa, Australia or Japan and that you are not subscribing for such New Ordinary Shares for the account of any resident of Canada, Australia, South Africa or Japan and that you will not offer, sell, renounce, transfer or deliver, directly or indirectly, New Ordinary Shares subscribed for by you in the United States, Canada, Australia, South Africa or Japan or to any resident of Canada, Australia, South Africa or Japan. Subject to certain exceptions, no Application will be accepted if it bears an address in the United States, Canada, Australia, South Africa or Japan unless an appropriate exemption is available.

Pursuant to The Data Protection (Bailiwick of Guernsey) Law 2001 (the "DP Law"), the Company, the Administrator and/or the Registrar may hold personal data (as defined in the DP Law) relating to past and present Shareholders.

Such personal data held is used by the Administrator and the Registrar to maintain the Company's register of Shareholders and mailing lists and this may include sharing such data with third parties in one or more of the countries mentioned below when: (i) effecting the payment of dividends and redemption proceeds to Shareholders and the payment of commissions to third parties; and (ii) filing returns of Shareholders and their respective transactions in shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used.

The countries referred to above include, but need not be limited to, those in the European Economic Area and any of their respective dependent territories overseas, Argentina, Australia, Brazil, Canada, Hong Kong, Hungary, Japan, New Zealand, Singapore, South Africa, Switzerland and the United States of America.

By becoming registered as a holder of New Ordinary Shares in the Company, a person becomes a data subject (as defined in the DP Law) and is deemed to have consented to the processing by the Company, the Administrator or the Registrar of any personal data relating to them in the manner described above.

The basis of allocation will be determined by the Directors after consultation with the Investment Adviser and with Canaccord Genuity, at their absolute discretion. The right is reserved to reject in whole or in part and/or scale down and/or ballot any Application or any part thereof. The right is reserved to treat as valid any Application not in all respects completed in accordance with the instructions relating to the Application Form, including if the accompanying cheque or bankers' draft is for the wrong amount.

Save where the context otherwise requires, words and expressions defined in the Prospectus have the same meanings when used in these terms and conditions and in the Application Form and explanatory notes in relation thereto.

Applications should be returned so as to be received by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU no later than 1.00 p.m. on 18 March 2013.

HELP DESK: If you have a query concerning the completion of this Application Form, please telephone Capita Registrars between 9.00 a.m. and 5.30 p.m. (London time) Monday to Friday on 0871 664 0321 from within the UK or +44 20 8639 3399 if calling from outside the UK. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline (other network providers' costs may vary). Calls to the helpline from outside the UK will be charged at applicable international rates. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer for Subscription nor give any financial, legal or tax advice.

1. Application

Fill in (in figures) in Box 1 the number of New Ordinary Shares being subscribed for. The number being subscribed for must be a minimum of 1,000 New Ordinary Shares and thereafter in multiples of 500 New Ordinary Shares. Financial intermediaries who are investing on behalf of clients should make separate applications for each client.

2A. Holders' details

Fill in (in block capitals) the full name(s) of each holder and the address of the first named holder. Applications may only be made by persons aged 18 or over. In the case of joint holders only the first named may bear a designation reference. A maximum of four joint holders is permitted. All holders named must sign the Application Form in section 3.

2B. CREST

If you wish your New Ordinary Shares to be deposited in a CREST Account in the name of the holders given in section 2A, enter in section 2B the details of that CREST Account. Where it is requested that New Ordinary Shares be deposited into a CREST Account please note that payment for such New Ordinary Shares must be made prior to the day such New Ordinary Shares might be allotted and issued. It is not possible for an applicant to request that New Ordinary Shares be deposited in their CREST Account on an against payment basis. Any Application Form received containing such a request will be rejected.

3. Signature

All holders named in section 2A must sign section 3 and insert the date. The Application Form may be signed by another person on behalf of each holder if that person is duly authorised to do so under a power of attorney. The power of attorney (or a copy duly certified by a solicitor or a bank) must be enclosed for inspection (which originals will be returned by post at the addressee's risk). A corporation should sign under the hand of a duly authorised official whose representative capacity should be stated and a copy of a notice issued by the corporation authorising such person to sign should accompany the Application Form.

4. Cheque/bankers' draft, payment details

Payment must be made by a cheque or bankers' draft and must accompany your Application. All payments by cheque or bankers' draft must be for the exact number of New Ordinary Shares inserted in section 1 of your Application Form. Your cheque or bankers' draft must be made payable to Capita Registrars Limited Re "HICL Infrastructure Company Limited – Offer for Subscription A/C" and crossed "A/C Payee". If you use a bankers' draft or a building society cheque you should ensure that the bank or building society issuing the payment enters the name, address and account number of the person whose account is being debited on the reverse of the bankers' draft or cheque and adds its stamp. Cheques should be drawn on the personal account to which you have

sole or joint title to the funds. Your cheque or bankers' draft must be drawn in GBP on an account at a bank branch in the United Kingdom or the Channel Islands which is either a settlement member of the Cheque and Credit Clearing Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and bankers' drafts to be cleared through the facilities provided by any of those companies or committees and must bear a United Kingdom bank sort code number in the top right hand corner. Third party cheques will not be accepted with the exception of building society cheques or bankers' drafts where the bank or building society has confirmed the name of the account holder by stamping and endorsing the cheque to such effect. Your payment must relate solely to this Application. No receipt will be issued.

5. Reliable introducer declaration

Applications with a value greater than €15,000 (approximately £12,900) will be subject to Guernsey's verification of identity requirements. This will involve you providing the verification of identity documents listed below UNLESS you can have the declaration provided at section 5 of the Application Form given and signed by a firm acceptable to the Registrar and Receiving Agent. In order to ensure your Application is processed timely and efficiently all Applicants are strongly advised to have the declaration provided in section 5 of the Application Form completed and signed by a suitable firm.

If the declaration in section 5 cannot be completed and the value of the Application is greater than €15,000 (approximately £12,900), in accordance with internationally recognised standards for the prevention of money laundering, the documents listed below must be provided with the completed Application Form as appropriate. Notwithstanding that the declaration in section 5 has been completed and signed, the Registrar and the Receiving Agent reserve the right to request of you the identity documents listed below and/or to seek verification of identity of each holder and payor (if necessary) from you or their bankers or from another reputable institution, agency or professional adviser in the applicable country of residence. If satisfactory evidence of identity has not been obtained within a reasonable time your Application may be rejected or revoked. Where certified copies of documents are requested below, such copy documents should be certified by a senior signatory of a firm which is either a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm which is itself subject to regulation in the conduct of its business in its own country of operation and the name of the firm should be clearly identified on each document certified.

5A. For each holder being an individual enclose:

• (1) a certified clear photocopy of one of the following identification documents which bear both a photograph and the signature of the person: current passport – Government or Armed Forces identity card – driving licence; and
• (2) certified copies of at least two of the following documents which purport to confirm that the address given in section 2A of the Application Form is that person's residential address: a recent gas, electricity, water or telephone (not mobile) bill – a recent bank statement – a council rates bill – or a similar document issued by a recognised authority; and
• (3) if none of the above documents show their date and place of birth, a note of such information; and
• (4) details of the name and address of their personal bankers from which the Registrar or the Receiving Agent may request a reference, if necessary.

5B. For each holder being a company (a "holder company") enclose:

• (1) a certified copy of the certificate of incorporation of the holder company; and
• (2) the name and address of the holder company's principal bankers from which the Registrar or the Receiving Agent may request a reference, if necessary; and
• (3) a statement as to the nature of the holder company's business, signed by a director; and

• (4) a list of the names and residential addresses of each director of the holder company; and

• (5) for each director, documents and information similar to that mentioned in 5A above; and

• (6) a copy of the authorised signatory list for the holder company; and
• (7) a list of the names and residential/registered address of each ultimate beneficial owner interested in more than 5 per cent. of the issued share capital of the holder company and, where a person is named, also complete 5C below and, if another company is named (hereinafter a "beneficiary company"), also complete 5D below. If the beneficial owner(s) named do not directly own the holder company but do so indirectly via nominee(s) or intermediary entities, provide details of the relationship between the beneficial owner(s) and the holder company.
• 5C For each individual named in 5B(7) as a beneficial owner of a holder company enclose for each such person documents and information similar to that mentioned in 5A(1) to 5A(4).
• 5D For each beneficiary company named in 5B(7) as a beneficial owner of a holder company enclose:
• (1) a certified copy of the certificate of incorporation of that beneficiary company; and
• (2) a statement as to the nature of that beneficiary company's business signed by a director; and
• (3) the name and address of that beneficiary company's principal bankers from which the Registrar or the Receiving Agent may request a reference, if necessary; and
• (4) a list of the names and residential/registered address of each beneficial owner owning more than 5 per cent. of the issued share capital of that beneficiary company.

Capita Registrars or the Receiving Agent reserves the right to ask for additional documents and information.

6. Contact details

To ensure the efficient and timely processing of your Application Form, please provide contact details of a person who Capita Registrars may contact with all enquiries concerning your Application. Ordinarily this contact person should be the person signing in section 3 on behalf of the first named holder. If no details are entered here and Capita Registrars requires further information, any delay in obtaining that additional information may result in your Application being rejected or revoked.

Instructions For Delivery Of Completed Application Forms

Completed Application Forms should be returned, by post (or by hand during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU, so as to be received by no later than 1.00 p.m. on 18 March 2013, together in each case with payment by cheque or duly endorsed bankers' draft in full in respect of the Application. If you post your Application Form, you are recommended to use first class post and to allow at least four days for delivery. Application Forms received after this date may be returned.

HICL Infrastructure Company Limited-Application Form

Please send this completed form by post or by hand (during normal business hours only) to Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU so as to be received by no later than 1.00 p.m. on 18 March 2013.

Important: Before completing this form, you should read the accompanying notes.

To: HICL Infrastructure Company Limited and Capita Registrars

1. Application

I/We the person(s) detailed in section 2A below offer to subscribe the amount shown in Box 1 for New Ordinary Shares subject to the Terms and Conditions set out in the Prospectus dated 26 February 2013 and subject to the Memorandum and Articles of Incorporation of the Company.

Box 1

(Minimum of 1,000 New Ordinary Shares and in multiples of 500 New Ordinary Shares thereafter)

2A. Details of holder(s) in whose name(s) shares will be issued (Block Capitals)

Surname/Company Name
Mr Mrs, Miss or Title Forenames (in full)
Address
Surname/Company Name
Mr Mrs, Miss or Title Forenames (in full)
Address
Surname/Company Name
Mr Mrs, Miss or Title Forenames (in full)
Address
Surname/Company Name
Mr Mrs, Miss or Title Forenames (in full)
Address

2B. CREST Details

(Only complete this section if New Ordinary Shares allotted are to be deposited in a CREST account, which must be in the same name as the holder(s) given in section 2A).

CREST Participant ID: ................................................................ CREST Member Account ID .................................................

3. Signature(s) all holders must sign

First holder signature:	Second holder signature:
Name (Print)	Name (Print)
Third holder signature :	Fourth holder signature:
Name (Print)	Name (Print)
Dated:	2013

4. Cheque/Bankers' Draft Details

Pin or staple to this form your cheque or duly endorsed bankers' draft for the exact price of the number of New Ordinary Shares inserted by you in Box 1 (being such number multiplied by 119.5 pence). Cheques and bankers' drafts should be made payable to Capita Registrars Limited Re: "HICL Infrastructure Company Limited – Offer for Subscription A/C" and crossed "A/C Payee". Cheques and bankers' payments must be drawn in GBP on an account at a bank branch in the United Kingdom or the Channel Islands and must bear a United Kingdom bank sort code number in the top right hand corner.

5. Reliable Introducer Declaration

Completion and signing of this declaration by a suitable person or institution may avoid presentation being requested of the identity documents detailed in section 5 of the notes on how to compare the Application Form. The declaration below may only be signed by a person or institution (such as a governmental approved bank, stockbroker or investment firm, financial services firm or an established law firm or accountancy firm) ("the firm") which is itself subject in its own country to operation of "know your customer" and anti-money laundering regulations no less stringent than those which prevail in Guernsey. Acceptable countries include Austria, Belgium, Canada, Denmark, Finland, France, Germany, Gibraltar, Greece, Hong Kong, Iceland, Ireland, Isle of Man, Italy, Japan, Jersey, Luxembourg, Netherlands, New Zealand, Norway, Portugal, Singapore, South Africa, Spain, Sweden, Switzerland, the United Kingdom and the United States of America.

DECLARATION: To the Company and the Receiving Agent

With reference to the holder(s) detailed in section 2A, all persons signing at section 3 (collectively "the subjects") WE HEREBY DECLARE:

• 1. we operate in one of the above mentioned countries and our firm is subject to money laundering regulations under the laws of that country which, to the best of our knowledge, are no less stringent than those which prevail in Guernsey;
• 1. we are regulated in the conduct of our business and in the prevention of money laundering by the regulatory authority identified below;
• 1. each of the subjects is known to us in a business capacity and we hold valid identity documentation on each of them and we undertake to immediately provide to you copies thereof on demand;
• 1. we confirm the accuracy of the names and residential/business address(es) of the holder(s) given in section 2A and if a CREST Account is cited at section 2B that the owner thereof is named in section 2A; and
• 1. having regard to all local money laundering regulations we are, after enquiry, satisfied as to the source and legitimacy of the monies being used to subscribe for the New Ordinary Shares mentioned.

The above information is given in strict confidence for your own use only and without any guarantee, responsibility or liability on the part of this firm or its officials.

Signed:
Name:
Position having authority to bind the firm.
Name of regulatory authority
Firm's Licence number:
Website address or telephone number of regulatory authority
STAMP of firm giving full name and business address

6. Contact Details

To ensure the efficient and timely processing of this Application please enter below the contact details of a person the Registrar or the Receiving Agent may contact with all enquiries concerning this Application. Ordinarily this contact person should be the person signing in section 3 on behalf of the first named holder. If no details are entered here and the Registrar or the Receiving Agent requires further information, any delay in obtaining that additional information may result in your Application being rejected or revoked.

Contact name E-mail address
Contact address
Postcode
Telephone No Fax No
For Official Use only

1 Le Truchot St Peter Port GY1 3SZ Guernsey

t +44 (0)1481 743 940

e info@hicl.com

w www.hicl.com