Proposed Placing

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE UK MARKET ABUSE REGULATION AND THE INFORMATION CONTAINED HEREIN IS NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, ANY MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, JAPAN OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL

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The board of directors of 3i Infrastructure plc, the FTSE 250 international infrastructure investment company, is pleased to announce a proposed placing of ordinary shares in the capital of the Company (the “Placing Shares”) conducted under the existing non pre-emptive authorities granted by shareholders at the Company’s annual general meeting on 7 July 2022 (the “Placing”).

Highlights of the Placing

• Proposed Placing at a price of 330 pence per Placing Share, representing:
• a 3.1% premium to the Company ex-dividend net asset value per share as at 30 September 2022 (adjusted for the 5.575p dividend paid to shareholders on the register as at 25 November 2022)
• a 3.4% discount to the closing share price on 3 February 2023 (being the trading date immediately prior to the announcement of the Placing)
• Net proceeds from the Placing will be used partially to pay down drawings on the Company’s revolving credit facility (“RCF”), and secure liquidity for future investment
• The Placing Shares will qualify for the final dividend of the financial year ending 31 March 2023, which is expected to be declared in May 2023
• The Placing is expected to close at 12.00 p.m. on 9 February 2023

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) and RBC Capital Markets have been appointed as joint bookrunners in respect of the Placing.

Commenting on today's announcement, Richard Laing, Chair of 3iN, said:

“The Company continues to deliver strong performance and, since its IPO in 2007, 3iN has delivered an annualised total shareholder return of 12.3% to 31 December 2022. There is strong momentum across the portfolio and the Investment Manager has identified significant opportunities to invest further in the portfolio. We are today announcing a Placing partially to pay down drawings on the Company’s RCF and secure liquidity for future investment.” 

Background to and reasons for the Placing

The Company continues to be active with its portfolio of infrastructure investments and continues to run an efficient balance sheet, being substantially drawn into its RCF.

At 31 December 2022, the Company held cash balances of £75 million and was £555 million drawn into its RCF, leaving undrawn commitments of £345 million. The cash balances were subsequently reduced by the payment of the interim dividend of £50 million in January 2023. The RCF commitments mature in November 2025 with a further one year extension option available under the facility agreement.

The Investment Manager has identified a number of follow-on growth opportunities in existing portfolio companies, which may involve further equity investment in the near-term. The Investment Manager is also originating a good flow of new pipeline investment opportunities through its platform across Europe and remains disciplined in seeking to invest selectively in high quality infrastructure companies supported by identified megatrends.

The Company is seeking to increase liquidity for the Company and the Company’s shares, through an equity issuance. Overall, the portfolio continues to perform well and the demand for infrastructure assets is strong. The Directors believe it is an appropriate time to raise new equity and also see this as an opportunity for new shareholders to enter the register.

The net proceeds of the Placing will be used partially to pay down drawings on the Company’s RCF and, together with potential realisation proceeds from the sale of one or more assets, provide the Company with increased flexibility in relation to further investment opportunities in the portfolio and new opportunities in the market.

The Placing Shares will rank pari passu in all respects with the existing ordinary shares in the capital of the Company.

Expected timetable

The expected timetable for the Placing is as follows:

Further details on the Placing

The Placing will be non-pre-emptive and launched immediately following this announcement (the “Announcement”). The price at which the Placing Shares will be issued will be 330 pence per Placing Share (the “Placing Price”). 

The Company reserves the right, after consultation with the Joint Bookrunners and the Investment Manager, to scale back applications under the Placing at its absolute discretion in such amounts as it considers appropriate. 

The Company will apply for admission of the Placing Shares to listing on the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market for listed securities of the London Stock Exchange plc. It is expected that settlement of subscriptions in respect of the Placing Shares and admission will take place such that trading in the Placing Shares will commence at 8.00 a.m. (London) on 14 February 2023.

The Appendix to this Announcement (which forms part of this Announcement) sets out the terms and conditions of the Placing.

For further information, please contact:

Notes to editors:

3i Infrastructure plc

3i Infrastructure plc is a Jersey-incorporated, closed-ended investment company and an approved UK Investment Trust, listed on the London Stock Exchange and regulated by the Jersey Financial Services Commission. The Company's purpose is to invest responsibly in infrastructure, delivering long-term sustainable returns to shareholders and having a positive impact on its portfolio companies and their stakeholders.

3i Investments plc, a wholly-owned subsidiary of 3i Group plc, is authorised and regulated in the UK by the Financial Conduct Authority and acts as Investment Manager of 3i Infrastructure plc.

The Company’s LEI is: 549300SQ4ZSVSWC6H750

This Announcement, including the Appendix, contains (or may contain) certain "forward-looking statements" with respect to certain of the Company's plans and its current goals or expectations relating to its future financial condition and performance and which involve a number of risks and uncertainties. Examples of such forward-looking statements include, among others, statements regarding the Company's business strategy, estimates of expenditure, future plans, present or future events, or objectives for future operations that involve risks and uncertainties and are not historic fact.  Such statements are based on current expectations and, by their nature, are subject to a number of risks and uncertainties that could cause actual results and performance to differ materially from any expected future results or performance, expressed or implied, by the forward-looking statements. No assurance can be given that forward-looking statements results will be achieved. Factors that might cause forward-looking statements to differ materially from actual results include, among other things, the following: global economic conditions, economic conditions in the UK and other jurisdictions in which the Company operates or invests, the effects of continued volatility in credit markets, exchange rate fluctuations and legislative, fiscal and regulatory developments. The forward-looking statements contained in this Announcement speak only as of the date of this Announcement and the Company assumes no obligation to, and does not intend to, update or revise publicly any of them whether as a result of new information, future events or otherwise, except to the extent required by the Financial Conduct Authority, the London Stock Exchange or by applicable law, the Prospectus Regulation Rules, the Listing Rules and the Disclosure Guidance and Transparency Rules.

Save as set out below in the Appendix, neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement (including the Appendix).

The Joint Bookrunners or their respective affiliates from time to time have provided in the past and may provide in the future investment banking, financial advisory and commercial banking services to the Company and its affiliates in the ordinary course of business for which they have received or may receive customary fees and commissions.