Prospectus re C Share Issue

Utilico Emerging Markets Limited
23 November 2007



For release on 23 November 2007


                        Utilico Emerging Markets Limited

     Placing and Offer for Subscription of up to 100 million C Shares 
with Subscription Shares attached on a 1 for 5 basis at an issue 
                            price of 100p per C Share
                                      and
                 Listing on the Channel Islands Stock Exchange

Summary

The Board of Utilico Emerging Markets Limited ('UEM' or the 'Company') is
pleased to announce that it has today written to Shareholders in relation to the
proposals for a Placing and Offer for Subscription of C Shares to raise up to
£100 million (before expenses) and for a listing of all the Company's securities
on the Channel Islands Stock Exchange.

Highlights

•  Placing and Offer for Subscription of up to 100 million C Shares at a
   price of 100p per C Share

•  Subscription Shares to be issued, on the basis of 1 Subscription Share
   for every 5 C Shares subscribed for under the Placing and Offer for
   Subscription, with substantially the same terms as the Existing Warrants

•  Total proceeds of the Issue will amount to up to £100 million before
   expenses

•  The CISX listing will result in the existing ordinary shares, C Shares,
   Subscription Shares and on conversion, the S Shares, qualifying for
   inclusion in PEPs and ISAs

•  Assets representing the net proceeds of the Issue will be accounted for
   and managed as a distinct pool of assets until conversion of the C Shares

•  Arbuthnot Securities Limited is acting as nominated adviser and broker
   to the Company

For further information please contact:

Utilico Emerging Markets Limited          Arbuthnot Securities Limited
Charles Jillings                          Alastair Moreton
01372 271 486                             Richard Tulloch
                                          020 7012 2000


                        Utilico Emerging Markets Limited

     Placing and Offer for Subscription of up to 100 million C Shares with
Subscription Shares attached on a 1 for 5 basis at an issue price of 100p per C
                                      Share
                                      and
                 Listing on the Channel Islands Stock Exchange

Introduction
On 6 November 2007, the Company announced its intention to raise funds through a
placing and offer for subscription and to seek a listing for all its securities
on the CISX. The Board is pleased to announce today details of the proposals to
raise up to £100 million (before expenses) through the Placing and Offer of C
Shares with Subscription Shares attached on a 1 for 5 basis, which will convert
into Ordinary Shares and S Shares respectively, and of the proposed listing on
CISX. The Issue is not being underwritten and will not proceed unless
subscriptions or placing commitments are received in aggregate for at least £30
million.

Background
The Company is an exempted, closed ended Bermuda incorporated investment company
with the objective of providing Shareholders with long-term capital appreciation
by investing predominantly in infrastructure, utility and related companies in
Emerging Markets (being predominantly countries included in leading emerging
market indices). The Company was launched in July 2005 when it raised £52.5
million (before expenses) and a £22.5 million portfolio of existing investments
was transferred to the Company by Utilico Investment Trust plc. In May 2006 the
Company raised £100 million (before expenses) through the issue of 100 million C
shares and 20 million new warrants. The C shares were converted into Ordinary
Shares (and the new warrants consolidated with the pre-existing warrants) in
July 2006. The Company's Ordinary Shares and Warrants are traded on AIM and the
Bermuda Stock Exchange. As part of the proposals it is intended to seek
admission of the Ordinary Shares, C Shares, Warrants and Subscription Shares to
trading on the Daily Official List of the CISX.

As at 31 March 2007, the Company had an audited Net Asset Value of £241.6
million, and an audited diluted Net Asset Value per Ordinary Share (cum income)
of 138.80p (source: Company audited accounts) and as at 30 September 2007 an
unaudited Net Asset Value of £312.4 million, and an unaudited diluted Net Asset
Value per Ordinary Share (cum income) of 173.43p (source: Company unaudited
interim accounts). As at 20 November 2007, being the latest practicable date
prior to the publication of this announcement, the Company had an unaudited Net
Asset Value of £311.3 million (source: Company) and an unaudited diluted Net
Asset Value per Ordinary Share (cum income) of 172.89p (source: Company
unaudited weekly Net Asset Value announcement). The Ordinary Shares have traded
consistently above their issue price of 100p per Ordinary Share since their
admission to AIM in July 2005.

Listing on the CISX
A number of leading private client fund managers have expressed strong interest
in investing in the Company through their PEPs and ISAs. A primary listing on
the CISX will enable the Ordinary Shares, C Shares, Subscription Shares and,
following conversion of the Subscription Shares, S Shares to qualify for
inclusion in PEPs and ISAs in the UK and accordingly a listing on the CISX
should enable the Company to broaden the depth of its shareholder base. The
Company's warrants will remain ineligible for inclusion in PEPs or ISAs.

The Proposals
After due consideration of the Company's strategy, the Board has concluded that
now is an appropriate time to seek to raise additional capital for the Company
in order to expand the Company's asset base and in some cases, to take larger
stakes in its existing investee companies. The Company continues to source
attractive investment opportunities in line with its investment policy, despite
the recent relatively strong performance in Emerging Markets. Further, the
Company and the Investment Manager believe that the ability to be a larger
shareholder will, over time, enable the Company to both extract and defend value
within the portfolio. The Company continues to seek to build strategic stakes
and an increased portfolio size will facilitate this process.

The Board believes that there is demand from investors for the opportunity to
invest in the Company. As referred to above, a number of leading private client
fund managers have expressed interest in individuals being able to invest in the
Company through PEPs and ISAs.

Benefits of the Issue
The Directors believe that the Issue will confer the following benefits for
Shareholders and the Company:

(a)   increase the potential size of strategic investments from which value can
      be better achieved as a larger shareholder;

(b)   capture long-term value by further increasing its presence in the
      Utilities sector;

(c)   allow new investors to invest in the Company who would not otherwise have
      been able to make an investment of their preferred size in the Company;

(d)   through the CISX listing, allow individuals to hold shares in the Company
      (excluding Warrants) through ISAs and PEPs;

(e)   provide a larger asset base over which the fixed costs of the Company may
      be spread, thereby reducing the Company's total expense ratio; and

(f)   provide the Company with a wider shareholder base and increased investor
      awareness of the Company's activities and provide Shareholders with
      greater liquidity following conversion of the C Shares.

The Proposals ensure, through the C Share conversion mechanism, that Existing
Shareholders will remain fully invested and will not suffer any dilution for the
costs of the Issue or upon conversion of the C Shares and the Subscription
Shares.

Placing and Offer for Subscription
The Company is seeking to raise up to £100 million, before expenses, by the
issue of up to £100 million C Shares (with Subscription Shares attached on a 1
for 5 basis) at an issue price of 100p per C Share pursuant to the Placing and
Offer. The Issue is not being underwritten and, as a result will not proceed
unless aggregate subscriptions and placing commitments are received which
represent a minimum of £30 million (before expenses). The minimum subscription
under the Offer is £1,000 and in multiples of £1,000 thereafter. C Shares and
Subscription Shares allotted under the Offer will be qualifying investments for
the purposes of an existing PEP and for the stocks and shares component of an
ISA.

Arbuthnot Securities has conditionally agreed, as agent for the Company, to use
reasonable endeavours to procure subscribers on a non pre-emptive basis for C
Shares in the Placing at a price of 100p per C Share. C Shares are also being
made available on a non pre-emptive basis to Ordinary Shareholders (other than
certain Overseas Shareholders) and other investors through the Offer for
Subscription.

The basis of allocation under the Issue will be determined by Arbuthnot
Securities in its absolute discretion after consultation with the Company. In
the event that the Issue is oversubscribed, the allocation of C Shares between
the Placing and the Offer, and between applicants in the Offer, will be
determined by Arbuthnot Securities in its absolute discretion after consultation
with the Company.

C Shares and principles of Conversion
The Placing and Offer will be of two new classes of shares, C Shares with
Subscription Shares attached on a 1 for 5 basis, at an issue price of 100p per C
Share. An issue of C Shares is designed to overcome the potential disadvantages
for Existing Shareholders which could arise out of a conventional fixed price
issue of further Ordinary Shares for cash. In particular:

•  the assets representing the net proceeds of the Issue will be accounted
   for and managed as a distinct pool of assets until the Conversion Date. By
   accounting for the net proceeds of the Issue separately, Existing
   Shareholders will not participate in a portfolio containing a substantial
   amount of uninvested cash before the Conversion Date;

•  the Net Asset Value of the Existing Ordinary Shares will not be diluted
   by the Issue Expenses, which will be borne by the subscribers for C Shares;

•  the Calculation Date will fall within 10 business days of at least 80
   per cent. of the net proceeds of the Issue being invested in accordance with
   the Company's investment policy (or such greater amount as the Directors and
   the Investment Manager may agree) or, if earlier, 31 May 2008; and

•  the basis upon which the C Shares will convert into Ordinary Shares is
   such that the number of Ordinary Shares to which holders of C Shares will
   become entitled will reflect the relative Net Asset Value of the pool of new
   capital attributable to the C Shares as compared to the Net Asset Value
   attributable to the Ordinary Shares in issue at that time. As a result, the
   Net Asset Value attributable to the Ordinary Shares then in issue is not
   expected to be adversely affected by Conversion and no dilution to Existing
   Shareholders will result.

Prior to Conversion, the C Shares will carry the right to any dividends declared
only in respect of the assets attributable to the C Shares. For the purposes of
attending and voting at general meetings of the Company, the C Shares and the
Ordinary Shares will be treated as if they are a single class. C Shareholders
will be entitled to participate in a winding-up of the Company or upon a return
of capital.

The Ordinary Shares arising on Conversion will rank pari passu with the Ordinary
Shares then in issue and will have the rights set out in the Company's Bye-laws.

Subscription Shares
Under the terms of the Issue, Subscription Shares will be issued on the basis of
1 Subscription Share for every 5 C Shares subscribed. Subscription Shares carry
the right to subscribe for Ordinary Shares and holders of Subscription Shares
may only subscribe for C Shares in the event of a takeover offer for the Company
prior to Conversion. On the Conversion Date the Subscription Shares will convert
into S Shares and Deferred Subscription Shares so as to ensure that the number
of S Shares in issue following the Conversion Date will be at a ratio to the
number of Ordinary Shares arising on Conversion of the C Shares that is equal to
the ratio of Warrants to Ordinary Shares in issue immediately prior to the
Conversion Date. Each holder of S Shares in certificated form will be issued
with a certificate in respect of their holding of S Shares. Fractional
entitlements will be rounded down and will not be issued. The S Shares will
carry the right to subscribe for 1 Ordinary Share per S Share at a subscription
price of 100p per Ordinary Share. In addition to the first exercise date of 31
July 2008, the S Shares may be exercised on any of the following dates: 31
January and/or 31 July in each of the years 2009 and 2010. The rights attaching
to the Subscription Shares and the S Shares will, for all material purposes, be
similar to those of the Warrants, the only material difference being that the
Subscription Shares and the S Shares constitute shares in the capital of the
Company. Accordingly, unlike the Company's warrants, which are not eligible for
inclusion in PEPs and ISAs provided they are allotted under the Offer,
Subscription Shares and S Shares will be qualifying investments for the purposes
of an existing PEP and for the stocks and shares component of an ISA.

Intentions of Directors and Major Shareholders
The Company has received irrevocable undertakings from two major shareholders
(Utilico and Foreign & Colonial Investment Trust PLC ('FCIT')) to vote in favour
of the Resolutions in respect of Ordinary Shares held beneficially by them,
representing approximately 25.66 per cent. (in respect of Utilico's holding) and
11.4 per cent. (in respect of FCIT's holding) respectively of the Ordinary
Shares in issue as at the date of this document. The Directors all intend to
vote in favour of the Resolutions in respect of Ordinary Shares held
beneficially by them, representing, in aggregate, approximately 1.1 per cent. of
the Ordinary Shares in issue as at the date of this announcement.

Special General Meeting
An SGM of the Company has been convened for 10.00 a.m. (Bermuda time) on 13
December 2007 in order to obtain Ordinary Shareholders' approval for the
increase in the Company's authorised share capital and the adoption of new
Bye-laws in connection with the implementation of the Issue.

Admission and Dealings
Applications will be made to AIM, the Bermuda Stock Exchange and the CISX for up
to 100 million C Shares and up to 20 million Subscription Shares to be admitted
to trading. It is expected that Admission will become effective, and that
dealings in the C Shares and the Subscription Shares will commence, on 19
December 2007.

Conditions of the Issue
The Issue is subject to, inter alia, the satisfaction of the following
conditions on or before 8.00 a.m. on 19 December 2007 or such later time and/or
date (being not later than 31 January 2008), as the Company and Arbuthnot may
agree:

(i)   the passing at the SGM of the Resolutions;

(ii)  the Placing and Offer Agreement becoming unconditional (save for
      any condition relating to Admission) and not having been terminated in
      accordance with its terms;

(iii) the receipt of subscriptions or placing commitments for a minimum
      of £30 million; and

(iv)  Admission having become effective.

Expected timetable of principal events

Placing and Offer for Subscription opens                        23 November 2007

Latest time for receipt of completed Forms             10.00 a.m. on 10 December
of Directionfrom holders of depositary interests                            2007

Latest time for receipt of completed Proxy Forms        2.00 p.m. on 11 December
                                                                            2007

Latest time for receipt of commitments under the       11.00 a.m. on 12 December
Placing and completed Application Forms and                                 2007
payment under the Offer                                                     


Special General Meeting                                 2.00 p.m. on 13 December
                                                                          2007**

Announcement of the results of the Issue                        18 December 2007

Admission to the Daily Official List of the CISX and            19 December 2007
dealings on AIM, the BSX and the CISX expected to      
commence in the C Shares and Subscription Shares      

CREST accounts credited in respect of the C Shares and          19 December 2007
Subscription Shares issued in uncertificated form   

Certificates in respect of the C Shares and                     28 December 2007
Subscription Shares expected to be dispatched by       

* All references to times are to London time.

** The SGM will be held at the Company's registered office at 10.00 a.m. Bermuda
time, which is 2.00 p.m. London time.

Arbuthnot Securities Limited is acting as nominated adviser and broker to the
Company

Capitalised terms in this announcement shall, unless otherwise stated, have the
same meaning as set out in the section headed 'Definitions' in the prospectus to
be sent to Existing Shareholders and Warrantholders today.

THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT (THE 'SECURITIES') HAVE 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. THE OFFER, SALE, PLEDGE OR TRANSFER OF
THESE SECURITIES IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. ANY HOLDER
OF THESE SECURITIES, BY PURCHASING OR OTHERWISE ACQUIRING THESE SECURITIES,
ACKNOWLEDGES THAT THESE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND THAT THE ISSUER HAS NOT REGISTERED AND WILL NOT
REGISTER UNDER THE US INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
'INVESTMENT COMPANY ACT'). THE HOLDER AGREES FOR THE BENEFIT OF THE ISSUER, ANY
DISTRIBUTORS OR DEALERS AND ANY SUCH PERSONS' AFFILIATES THAT THESE SECURITIES
MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT, THE INVESTMENT COMPANY ACT AND ANY APPLICABLE STATE
SECURITIES LAWS AND ONLY (1) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH
REGULATION S UNDER THE SECURITIES ACT TO A NON-US PERSON (AS DEFINED IN
REGULATION S UNDER THE SECURITIES ACT, 'US PERSON') AND IN EACH CASE IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES AND OTHER JURISDICTIONS. THE HOLDER ACKNOWLEDGES THAT THE PURPOSE OF THE
FOREGOING LIMITATION IS, IN PART, TO ENSURE THAT THE ISSUER IS NOT REQUIRED TO
REGISTER UNDER THE INVESTMENT COMPANY ACT.

This announcement does not constitute an offer to sell, or the solicitation of
an offer to buy, shares in any jurisdiction in which such offer or solicitation
is unlawful and, in particular, is not for distribution into Canada, Australia,
New Zealand, the Republic of South Africa or Japan or to any national, resident
or citizen of Canada, Australia, New Zealand, the Republic of South Africa or
Japan. The issuance of the C Shares and Subscription Shares has not been and
will not be registered under the applicable securities laws of Canada,
Australia, New Zealand, the Republic of South Africa or Japan. The distribution
of this announcement in other jurisdictions may be restricted by law and
therefore persons into whose possession this announcement comes should inform
themselves about and observe any such restriction. Any failure to comply with
these restrictions may constitute a violation of the securities law of any such
jurisdictions.

Arbuthnot Securities Limited, which is authorised and regulated by the Financial
Services Authority, is acting for the Company only and will not be responsible
to any other person for providing the protections afforded to customers of
Arbuthnot Securities Limited or for advising such person on the matters referred
to in this announcement.



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