M&G Inv Management

Offer for Gigaclear PLC

RNS Number : 3333H
M&G Investment Management Ltd
09 March 2018
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

9 March 2018

CASH OFFER
FOR
GIGACLEAR PLC
BY
INFRACAPITAL (GC) SLP LP

Summary

Infracapital is pleased to announce an all cash offer by Infracapital (GC) SLP LP ("Infracapital (GC)") for the entire issued and to be issued ordinary share capital of Gigaclear plc ("Gigaclear" or the "Company") other than Gigaclear Shares owned by Infracapital (GC) or by other members of the Infracapital Group.

 

Gigaclear Shareholders will be offered 400 pence in cash for each Gigaclear Share they hold, valuing the current issued share capital of Gigaclear at approximately [1]£270 million.

 

The Offer:

 

-     Represents:

a 23% premium to the most recent fund raise in 2017, at 325p per share; and

a 545% premium (a multiple of over six times) to the early subscription by seed and EIS investors at a price of 62p per share paid by the majority of the non-institutional shareholders.

-      Is an opportunity for those shareholders wishing to realise substantial gains, particularly where the applicable three year holding period for EIS purposes has expired. 

-      Provides a liquidity opportunity for shareholders:

Gigaclear's shares are not listed and there is no recognised market for its shares;

the Company plans to raise substantial further capital to finance its medium term business plan and it is not obvious when another material liquidity event may occur in the short to medium term for existing shareholders.

-      Enables individual shareholders to sell shares in a more tax efficient manner (especially those who expect their shares to qualify for EIS treatment) than the share buyback suggested in the Company's circular to shareholders dated 30 November 2017.

-      Ensures that the cash proceeds from the Company's proposed 2018 fund raise can be invested fully in the expansion of the business and its rollout plans (rather than the proposed share buyback).

Infracapital is committed to the Company and intends to continue to support the Company, through the exercise of its pre-emption rights and participation in future fund raises, as it has done since its initial investment in Gigaclear in 2015. Access to such capital has been a key ingredient in the Company's ability to grow at such a fast rate historically.

 

Infracapital (GC) is an existing 43.2% shareholder in Gigaclear. The Offer is conditional upon, amongst other things, Infracapital (GC) receiving valid acceptances in respect of such number of Gigaclear Shares to which the Offer relates as, when aggregated with Gigaclear Shares held by, or otherwise acquired or agreed to be acquired by, Infracapital (GC) or other members of the Infracapital Group, represent (i) more than 50% of the Gigaclear Shares in issue and (ii) Gigaclear Shares carrying more than 50% of the votes normally exercisable at general meetings of Gigaclear (assuming, for this purpose, that an A Ordinary Share carries one vote).

[2]Woodford Investment Management ("Woodford") which manages funds that own, in aggregate, 17,193,382 A

Ordinary Shares has provided a letter of intent to procure acceptance of the Offer in respect of those 17,193,382 A Ordinary Shares representing approximately 25.4 per cent. of the Company's ordinary share capital in issue.

Railway Pension Investments Limited, acting as agent for Railway Pension Trustee Company Limited ("Railpen") which owns 10,769,230 Ordinary Shares representing approximately 15.9 per cent. of the Company's ordinary share capital in issue has irrevocably undertaken not to accept the Offer in respect of any such shares.

Further details of the letter of intent and these undertakings are set out in Appendix III to this Announcement.

Before Gigaclear Shares can be acquired under the Offer or otherwise, they will have to be first offered for sale under Gigaclear's Articles of Association on a pre-emptive basis to all eligible Gigaclear Shareholders, including Infracapital (GC).

Commenting on the Offer, Ed Clarke, Co Founder and Director of Infracapital, said:

 

"Gigaclear is at the forefront of the digital transformation of the UK, bringing ultrafast, full fibre connectivity to poorly served rural communities.  Infracapital has supported the management team at Gigaclear as they have developed the business and its ambitious rollout plan and has already provided substantial capital for that rollout.  There remains a lot of work to be done to deliver the vision and Infracapital is keen to support the business and its management as they embark on the next phase of growth.  To that end we have already expressed to the Company our willingness to support the next round of fund raising required to finance the rollout plan.

 

We believe that our cash offer recognises the value that has been created, particularly for those investors who supported the Company in the earliest stages of its life, and provides an opportunity for existing shareholders to realise substantial gains in full in cash.  Given the capital requirements of the business going forwards it is not obvious when another material liquidity event might occur in the short to medium term for existing shareholders

 

We look forward to continuing to work with the team at Gigaclear and the other shareholders to help it deliver its vision of bringing ultrafast, full fibre connectivity to rural Britain."

 

Infracapital is a leading European infrastructure investor and is part of M&G Prudential, the European savings and investments business of Prudential plc. Infracapital has raised and managed over £4.5 billion[3] of funds and has created a diverse portfolio of infrastructure investments across a range of sectors including digital infrastructure, regulated utilities, renewables and transport. Infracapital (GC) is a vehicle established by Infracapital for the purpose of holding interests in the Company.

 

Infracapital is committed to investing in the digital infrastructure sector. In addition to Gigaclear, Infracapital has invested in a number of businesses deploying fibre including WightFibre, which is building FTTP infrastructure in the Isle of Wight, and Nexera, a joint venture with Nokia in Poland to build FTTP infrastructure. Infracapital also manages Digital Infrastructure Investment Partners LP, a fund launched by Infracapital and funded with investment capital from the UK government to invest in FTTP infrastructure across the UK.

 

Gigaclear connects homes and businesses in rural communities with fast and reliable broadband using FTTP networks. The Company's networks, which are built with Gigabit fibre, provide speeds to these rural communities which are significantly higher than existing internet delivery technologies and than average urban speeds. As of February 2018, Gigaclear has passed over 60,000 premises and serves more than 15,000 customers across its network.

 

This summary should be read in conjunction with, and is subject to, the full text of the following Announcement and appendices to this Announcement.  Appendix I sets out the Conditions and certain further terms of the Offer. Appendix II sets out the sources of information and bases of calculation contained in this Announcement. Appendix III sets out details of the irrevocable undertaking and the letters of intent received by Infracapital in relation to the Offer that are referred to in this Announcement. Certain terms used in this Announcement are defined in Appendix IV.

 

The Offer will be subject to the Conditions and further terms set out in Appendix I of this Announcement and to the full terms and conditions that will be set out in the Offer Document and in the Form of Acceptance.

 

It is intended that the Offer Document and Form of Acceptance containing further details of the Offer will be despatched to Gigaclear Shareholders (other than to persons in a Restricted Jurisdiction) as soon as practicable, and in any event within 28 days after the date of this Announcement (unless agreed otherwise with the Panel).

 

Enquiries:

 

Infracapital

 

Tel:     +44 (0) 20 7548 2729

Ed Clarke

Andy Matthews

 


Jefferies

(Sole Financial Adviser)

Tel:     +44 (0) 20 7029 8000

Barry O'Brien


Harry Bourne


Tulchan

Tel:     +44 (0) 207 353 4200

Tom Murray


Important notices relating to financial advisers

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker and financial adviser exclusively for Infracapital Greenfield and Infracapital (GC) and no one else in connection with the matters set out in this Announcement. In connection with such matters, Jefferies will not regard any other person as its client, and will not be responsible to anyone other than Infracapital Greenfield and Infracapital (GC) for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Jefferies nor any of its affiliates, directors, employees, consultants, agents or advisers owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale or transfer of securities of Gigaclear in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Offer Document, which will contain the full terms and conditions of the Offer, and the Form of Acceptance accompanying the Offer Document. Any acceptance of the Offer or other response in relation to the Acquisition should be made only on the basis of the information contained in the Offer Document.

Information relating to Gigaclear Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Gigaclear Shareholders and other relevant persons in connection with the receipt of communications from Gigaclear may be provided to Infracapital (GC) during the offer period as required under section 4 of Appendix 4 of the Code.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Acquisition or to execute and deliver the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

This Announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Infracapital (GC), or required by the City Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction including the United States or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Acquisition to Gigaclear Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to Gigaclear Shareholders in overseas jurisdictions will be contained in the Offer Document.

Cautionary notice regarding forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Infracapital (GC) may contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the subject matter of such statements, and are subject to risks and uncertainties that could cause the actual outcome to differ materially from those expressed or implied by those statements. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Infracapital, Infracapital (GC), any member of the investment committee of Infracapital, Infracapital Greenfield, M&G Limited, MAGAIM, MAGIM, Jefferies nor their respective affiliates nor the directors, officers, employees or advisers of any such person, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

The forward looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Infracapital, Infracapital (GC), any member of the investment committee of Infracapital, Infracapital Greenfield, M&G Limited, MAGAIM, MAGIM, Jefferies or any of their respective associates or the directors, officers, employees or advisers of any such person, are expressly qualified in their entirety by the cautionary statement above.

Each of Infracapital, Infracapital (GC), the members of the investment committee of Infracapital, Infracapital Greenfield, M&G Limited, MAGAIM, MAGIM, Jefferies, their respective affiliates and the directors, officers, employees and advisers of each such person expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Rounding

Certain figures included in this Announcement have been subject to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Time

In this Announcement, reference to times are to London times.

Disclosure requirements of the City Code

The Panel has granted Infracapital (GC) and Gigaclear a dispensation from the requirements under the City Code that announcements must be published via a Regulatory Information Service ("RIS"). Infracapital (GC) is instead required to publish all announcements on its website at www.ICPoffer.co.uk and Gigaclear is instead required to publish all announcements on a website which it must notify to Gigaclear Shareholders in due course. No announcements other than this Announcement will be sent in hard copy form to the Gigaclear Shareholders. The Panel has also granted a dispensation from the requirements in Note 3 on Rule 8 of the City Code that disclosures made under Rule 8 of the City Code must be made to a RIS. Therefore, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the City Code may be made to Gigaclear by email to such email address as will be notified by Gigaclear to Gigaclear Shareholders and will be published on the website to be identified by Gigaclear. A copy must also be sent to the Panel's Market Surveillance Unit by email ([email protected]).

Under Rule 8.3(a) of the City Code, any person who is interested (directly or indirectly) in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to midnight on the day before the deadline for making an Opening Position Disclosure must instead make a dealing disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested (directly or indirectly) in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a dealing disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A dealing disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 and have not changed. A dealing disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and dealing disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the City Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and dealing disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a dealing disclosure .

For the purpose of this section (Disclosure requirements of the City Code) and the following section (Publication of this Announcement on a website and availability of hard copies) of this Announcement, "business day" means a day on which the London Stock Exchange is open for the transaction of business.

Publication of this Announcement on a website and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26.1 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Infracapital (GC)'s Offer website www.ICPoffer.co.uk by no later than 12 noon (London time) on the business day following the date of this Announcement. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Gigaclear Shareholders may request a hard copy of this Announcement by contacting Jefferies on +44 (0) 20 7029 8000.

The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

 

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are located in the UK or, if you are located outside the UK, from an appropriately authorised independent financial adviser.



 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

FOR IMMEDIATE RELEASE

9 March 2018

CASH OFFER
FOR
GIGACLEAR PLC
BY
INFRACAPITAL (GC) SLP LP

1.           Introduction

Infracapital is pleased to announce an all cash offer by Infracapital (GC) for the entire issued and to be issued ordinary share capital of Gigaclear other than Gigaclear Shares owned by Infracapital (GC) or by other members of the Infracapital Group.

2.           The Offer

Under the terms of the Acquisition, which will be subject to the satisfaction (or waiver, if permitted) of the Conditions set out in Appendix I, to the certain further terms set out in Appendix I and to the full terms and conditions which will be set out in the Offer Document, Gigaclear Shareholders will be entitled to receive:

400 pence in cash for each Gigaclear Share held

The Acquisition values the current issued share capital of Gigaclear (including the Gigaclear Shares held by Infracapital (GC) and members of the Infracapital Group) at approximately [4]£270 million.

If, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is announced, declared or paid in respect of the Gigaclear Shares, Infracapital (GC) reserves the right to reduce the offer consideration by an amount up to the amount of such dividend and/or distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or the Offer Document to the offer consideration for the Gigaclear Shares will be deemed to be a reference to the offer consideration as so reduced.

The Offer is conditional on valid acceptances being received in respect of such number of Gigaclear Shares to which the Offer relates as, when aggregated with Gigaclear Shares held by, or otherwise acquired or agreed to be acquired by, Infracapital (GC) or other members of the Infracapital Group, represent more than (i) 50 per cent. of the Gigaclear Shares in issue; and (ii) Gigaclear Shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote).

3.           Background to and reasons for the Offer

Infracapital continues to be supportive of Gigaclear, having participated in each Gigaclear fund raising round since Infracapital (GC)'s initial investment in 2015. Infracapital believes that shareholder support for the future growth of the Company is vital to the success of the business as a whole. Infracapital (GC) is therefore making the Offer to:

·     ensure that all the future fund raising capital is available to support the Company's future growth plans (rather than to buy back shares); and

·     provide liquidity to those shareholders who are looking to realise their investment and who may not wish to provide further investment capital.

The timing of this Offer coincides with the Company seeking further investment capital and also with, so Infracapital understands, individual shareholders who acquired Gigaclear Shares under EIS arrangements, having held those shares for the requisite three year holding period. As part of the Offer, Infracapital is content to increase its capital investment in the Company - this is consistent with Infracapital's continued commitment to the digital infrastructure sector - but the primary focus is to ensure that the business has sufficient capital to deliver its medium-term growth plans.

4.           Information with respect to Infracapital and Infracapital (GC)

Infracapital (GC) is a limited partnership registered in Scotland, established for the purpose of subscribing for Gigaclear Shares. Its sole limited partner is Infracapital Greenfield Partners I Subholdings, a limited partnership registered in Scotland. The sole limited partner of Infracapital Greenfield Partners I Subholdings is Infracapital Greenfield, an English limited partnership. Infracapital (GC) and Infracapital Greenfield Partners I Subholdings are vehicles whose direct or indirect investor is Infracapital Greenfield.

Infracapital Greenfield is a vehicle whose investors include The Prudential Assurance Company Limited, the life assurance business of Prudential plc and external investors. Prudential plc is listed on, inter alia, the London Stock Exchange and had a market capitalisation (as at 8 March 2018) of £47.5 billion.

The general partners of each of Infracapital Greenfield, Infracapital Greenfield Partners I Subholdings and Infracapital (GC) are subsidiary undertakings of M&G Investments.

Infracapital Greenfield is set up in the form of a limited partnership infrastructure fund and is managed on a discretionary basis by MAGAIM (an indirect subsidiary of Prudential plc) through its Infracapital business unit. MAGAIM is one of the regulated asset management companies of M&G Prudential, established following the introduction of the Alternative Investment Fund Management Directive. All investment decisions regarding Infracapital Greenfield are made by Infracapital, without recourse to any other Prudential Group company or to the remainder of MAGAIM. Infracapital has raised and managed funds of approximately £4.5 billion (as at 8 March 2018) and MAGAIM and its affiliates had approximately £281 billion funds under management (as at 30 June 2017). Infracapital is a ring-fenced business unit of MAGAIM and operates behind an information barrier from the rest of MAGAIM.

Infracapital (GC) has no trading history, owns no assets other than Gigaclear Shares and has not entered into any obligations save with respect to its investments in Gigaclear, its own constitutional documents and management and ancillary arrangements.

Copies of the audited consolidated financial statements of Prudential plc for the financial years ended 31 December 2015 and 31 December 2016 and of its half year financial report for the six month period ended 30 June 2017 are available by clicking on the 'Investors' section of the Prudential's website at http://www.prudential.co.uk/investors/financial-highlights and selecting the document entitled 'Prudential plc Annual Report 2015', 'Prudential pic Annual Report 2016', or 'Prudential plc 2017 Half Year Financial Report' (as appropriate) under the heading 'Reports'.

5.           Information with respect to Gigaclear

Gigaclear connects homes and businesses in rural communities with fast and reliable broadband using FTTP networks. The Company's networks, which are built with Gigabit fibre, provide speeds to these rural communities which are significantly higher than existing internet delivery technologies and than average urban speeds. As of February 2018, Gigaclear has passed over 60,000 premises and serves more than 15,000 customers across its network.

6.           Intentions of Infracapital (GC) with regard to Gigaclear's management, employees and business

Intentions in respect of Gigaclear

Following completion of the Acquisition, by acquiring shares such that in all circumstances its shareholding will carry more than 50 per cent. of the voting rights exercisable at a general meeting of Gigaclear, Infracapital (GC) will acquire day to day control of Gigaclear.  However, Infracapital (GC) is a financial investor and does not intend to exercise operational management control.

Intentions in respect of Gigaclear management and employees

Infracapital (GC) does not intend to seek to terminate the continued employment (or make any material change in the terms of employment or in the balance of the skills and functions) of the employees and management of Gigaclear or its subsidiaries. Infracapital (GC) confirms that it does not have any intentions regarding Gigaclear's business that would materially affect contributions into Gigaclear's pension plan, the accrual of benefits for existing members, or the admission of new members. Infracapital (GC) does not have any strategic plans for Gigaclear which will have any likely repercussions on employment or locations of the Gigaclear Group's places of business.

Infracapital (GC) has no intentions with regard to changing any research and development functions of Gigaclear, changing the location of Gigaclear's headquarters and headquarters function or the redeployment of Gigaclear's fixed assets.

Employment rights

The existing contractual and statutory employment rights, including in relation to existing pensions contributions, of Gigaclear's management and employees will be fully safeguarded in accordance with the applicable law.

7.           Gigaclear Share Scheme

Participants in the Gigaclear Share Scheme will be contacted in due course regarding the effect of the Acquisition on their rights under that scheme and provided with further details concerning the proposals which will be made to them. Appropriate proposals will be set out in letters to be sent to participants in the Gigaclear Share Scheme in due course.

8.           Intentions regarding compulsory acquisition of Gigaclear Shares

Infracapital (GC) is not seeking to acquire the entire issued and to be issued share capital of Gigaclear. As a result of the irrevocable undertaking not to accept the offer given by certain Gigaclear Shareholders, details of which are set out in section 10 below, Infracapital (GC) does not expect nor anticipate receiving acceptances under the Offer in respect of, or otherwise acquire, 90 per cent. or more of the Gigaclear Shares to which the Offer relates. Accordingly Infracapital (GC), does not expect to be in a position to exercise, and in any event has no intention of exercising, any rights it may have pursuant to the provisions of Chapter 3 of Part 28 of the Act to acquire compulsorily on the same terms as the Offer any remaining Gigaclear Shares not acquired or agreed to be acquired pursuant to the Offer or otherwise.

9.           Disclosure of interests in Gigaclear Shares

[5]As of the close of business on 8 March 2018 (being the last Business Day before the date of this Announcement), Infracapital (GC) was interested in 29,193,878 Gigaclear Shares (representing approximately 43.2 per cent. of Gigaclear's existing issued share capital) and approximately 49.5 per cent. of the voting rights capable of being exercised at a general meeting of Gigaclear).  Infracapital (GC) has an obligation to subscribe for a further 6,769,230 Gigaclear Shares pursuant to an investment agreement previously entered into by it with Gigaclear.  

Save for the foregoing and the letter of intent and irrevocable undertaking noted in section 10 below, as at 8 March 2018 neither Infracapital (GC) nor any person acting in concert (within the meaning of the City Code) with Infracapital (GC) has any interest in, or right to subscribe for, any Gigaclear Shares or other relevant securities relating to Gigaclear, nor does any such person have any short position in Gigaclear Shares or other relevant securities relating to Gigaclear, including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery of Gigaclear Shares or other relevant securities relating to Gigaclear or borrowed or lent any Gigaclear Shares or other relevant securities relating to Gigaclear, nor entered into any financial collateral arrangements relating to Gigaclear Shares or other relevant securities relating to Gigaclear.

Furthermore, no arrangement exists with Infracapital (GC) or any person acting in concert with Infracapital (GC) in relation to Gigaclear Shares. For these proposes, an "arrangement" includes any indemnity or option arrangement, any agreement or understanding, formal or informal, of whatever nature, relating to Gigaclear Shares which may be an inducement to deal or refrain from dealing in such securities.

10.         [6]Letter of intent to accept the Offer and irrevocable undertaking to not accept the Offer

Infracapital (GC) has received a letter of intent from Woodford pursuant to which Woodford has indicated that it intends to:

(a)      procure that Infracapital (GC) is authorised to deliver to Gigaclear, on behalf of certain funds managed by Woodford, a Transfer Notice under Article 10 of the Gigaclear Articles in respect of 17,193,382 A Ordinary Shares (representing approximately 25.4 per cent. of the Company's ordinary share capital in issue), thereby triggering the offering of those shares to Gigaclear Shareholders under Article 10 of the Gigaclear Articles, with the price at which such shares are to be offered for sale being 400 pence per Gigaclear Share; and

(b)      procure the acceptance the Offer in respect of any such A Ordinary Shares referred to in paragraph (a) above which are not acquired by Gigaclear Shareholders (including Infracapital (GC)) under the pre-emptive provisions of Article 10 of the Gigaclear Articles.

In addition, Infracapital (GC) has received an irrevocable undertaking not to accept the Offer, or to procure that the Offer is not accepted, from Railpen in respect of 10,769,230 Ordinary Shares held by it (representing approximately 15.9 per cent. of the Company's ordinary share capital in issue).

11.         Financing of the Acquisition

Infracapital (GC) intends to finance the cash consideration that may become payable to Gigaclear Shareholders pursuant to the Acquisition with funds drawn from the limited partners of Infracapital Greenfield.

Jefferies, as financial adviser to Infracapital (GC), is satisfied that sufficient resources are available to Infracapital (GC) to satisfy in full the cash consideration that may become payable to Gigaclear Shareholders pursuant to the Offer.

12.         Offer related arrangements

Infracapital (GC) is not party to any offer‑related arrangements or other agreements, arrangements or commitments to which Rule 21.2 of the City Code applies.

13.         Restricted Jurisdictions

The availability of the Acquisition to Gigaclear Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should inform themselves of, and observe any applicable legal or regulatory requirements.

14.         Documents on website

Copies of the following documents will, by no later than 12 noon (London time) on the business day following the date of this Announcement, be published on www.ICPoffer.co.uk:

(a)          this Announcement;

(b)          the letter of intent to accept the Offer referred to in section 10 of this Announcement; and

(c)          the irrevocable undertaking not to accept the Offer referred to in section 10 of this Announcement.

15.         Conditions and timetable

Appendix I to this Announcement sets out the Conditions and certain further terms to which the Acquisition will be subject.

If the Acquisition becomes or is declared unconditional as to acceptances and becomes or is declared unconditional in all respects, Infracapital (GC) has agreed to keep the Acquisition open for acceptances for at least 14 days following the date on which the Acquisition becomes or is declared unconditional in all respects.

There are no agreements or arrangements to which Infracapital (GC) is a party which relate to the circumstances in which it may or may not seek to invoke any of the Conditions to the implementation of the Acquisition.

16.         Consent

Jefferies has given and not withdrawn its consent to the publication of this Announcement with the inclusion in it of the references to its name and (where applicable) advice in the form and context in which they appear.

17.         General

The full terms of the Acquisition will be set out in the Offer Document and the Form of Acceptance. Relevant documentation is expected to be sent (or made available) to Eligible Gigaclear Shareholders and, for information purposes, to participants in the Gigaclear Share Schemes in due course. In deciding whether or not to accept the Offer in respect of their Gigaclear Shares, Gigaclear Shareholders should consider the information contained in, and the procedures described in, such documentation.

This Announcement is not intended to and does not constitute or form part of any invitation to purchase any securities pursuant to the Acquisition or otherwise. The Acquisition will be implemented solely pursuant to the terms of the Offer Document and the accompanying Form of Acceptance which will contain the full terms and conditions of the Acquisition, including details of how to accept the Offer. Any decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.

Infracapital (GC) will publish the Offer Document. Infracapital (GC) urges Gigaclear Shareholders to read the Offer Document carefully when it becomes available because it will contain important information in relation to the Acquisition. Any decision by Gigaclear Shareholders in respect of the Acquisition should be made only on the basis of the information contained in the Offer Document and the Form of Acceptance.

Important notices relating to financial advisers

Jefferies, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as corporate broker and financial adviser exclusively for Infracapital Greenfield and Infracapital (GC) and no one else in connection with the matters set out in this Announcement. In connection with such matters, Jefferies will not regard any other person as its client, and will not be responsible to anyone other than Infracapital Greenfield and Infracapital (GC) for providing the protections afforded to clients of Jefferies or for providing advice in relation to the contents of this Announcement or any other matter referred to herein. Neither Jefferies nor any of its affiliates, directors, employees, consultants, agents or advisers owes or accepts any duty, liability or responsibility whatsoever (whether direct, indirect, consequential, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Further information

This Announcement is for information purposes only and is not intended to and does not constitute or form part of, any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Acquisition or otherwise, nor shall there be any sale or transfer of securities of Gigaclear in any jurisdiction in contravention of applicable law. The Acquisition will be implemented solely by means of the Offer Document, which will contain the full terms and conditions of the Offer, and the Form of Acceptance accompanying the Offer Document. Any acceptance of the Offer or other response in relation to the Acquisition should be made only on the basis of the information contained in the Offer Document.

Information relating to Gigaclear Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by Gigaclear Shareholders and other relevant persons in connection with the receipt of communications from Gigaclear may be provided to Infracapital (GC) during the offer period as required under section 4 of Appendix 4 of the Code.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to accept the Acquisition or to execute and deliver the Form of Acceptance may be affected by the laws of the relevant jurisdictions in which they are located.

This Announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

Unless otherwise determined by Infracapital (GC) or required by the City Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction or any other jurisdiction where to do so would violate the laws in that jurisdiction and no person may accept the Offer by any use, means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction including the United States or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and the Offer will not be capable of acceptance by any such use, means, instrumentality or facilities. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction or any other jurisdiction where to do so would constitute a violation of the laws of that jurisdiction.

The availability of the Acquisition to Gigaclear Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.

Further details in relation to Gigaclear Shareholders in overseas jurisdictions will be contained in the Offer Document.

Cautionary notice regarding forward-looking statements

This Announcement (including information incorporated by reference in this Announcement), oral statements made regarding the Acquisition, and other information published by Infracapital (GC) may contain statements which are, or may be deemed to be, "forward looking statements". Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the matters to which the statements relate, and are subject to risks and uncertainties that could cause the actual outcome to differ materially from those expressed or implied by those statements. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms "believes", "estimates", "will look to", "would look to", "plans", "prepares", "anticipates", "expects", "is expected to", "is subject to", "budget", "scheduled", "forecasts", "synergy", "strategy", "goal", "cost-saving", "projects" "intends", "may", "will" or "should" or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These events and circumstances includes changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Infracapital, Infracapital (GC), any member of the investment committee of Infracapital, Infracapital Greenfield, M&G Limited, MAGAIM, MAGIM, Jefferies nor their respective affiliates nor the directors, officers, employees or advisers of any such person, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in this Announcement will actually occur. Given these risks and uncertainties, potential investors should not place any reliance on forward looking statements.

The forward looking statements speak only at the date of this Announcement. All subsequent oral or written forward-looking statements attributable to Infracapital, Infracapital (GC), any member of the investment committee of Infracapital, Infracapital Greenfield, M&G Limited, MAGAIM, MAGIM, Jefferies or any of their respective associates or the directors, officers, employees or advisers of any such person, are expressly qualified in their entirety by the cautionary statement above.

Each of Infracapital, Infracapital (GC), the members of the investment committee of Infracapital, Infracapital Greenfield, MAGAIM, MAGIM, Jefferies, their respective affiliates and the directors, officers, employees and advisers of each such person expressly disclaims any obligation to update such statements other than as required by law or by the rules of any competent regulatory authority, whether as a result of new information, future events or otherwise.

Rounding

Certain figures included in this Announcement have been subject to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of figures that precede them.

Time

In this Announcement, reference to times are to London times.

Disclosure requirements of the City Code

The Panel has granted Infracapital (GC) and Gigaclear a dispensation from the requirements under the City Code that announcements must be published via a Regulatory Information Service ("RIS"). Infracapital (GC) is instead required to publish all announcements on its website at www.ICPoffer.co.uk and Gigaclear is instead required to publish all announcements on a website which it must notify to Gigaclear Shareholders in due course. No announcements other than this Announcement will be sent in hard copy form to the Gigaclear Shareholders. The Panel has also granted a dispensation from the requirements in Note 3 on Rule 8 of the City Code that disclosures made under Rule 8 of the City Code must be made to a RIS. Therefore, any Opening Position Disclosures and Dealing Disclosures required under Rule 8 of the City Code may be made to Gigaclear by email to such email address as will be notified by Gigaclear to Gigaclear Shareholders and will be published on the website to be identified by Gigaclear. A copy must also be sent to the Panel's Market Surveillance Unit by email ([email protected]).

Under Rule 8.3(a) of the City Code, any person who is interested (directly or indirectly) in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to midnight on the day before the deadline for making an Opening Position Disclosure must instead make a dealing disclosure.

Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested (directly or indirectly) in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a dealing disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A dealing disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8 and have not changed. A dealing disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and dealing disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the City Code).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and dealing disclosures must be made can be found in the Disclosure Table on the Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a dealing disclosure.

For the purpose of this section (Disclosure requirements of the City Code) and the following section (Publication of this Announcement on a website and availability of hard copies) of this Announcement, "business day" means a day on which the London Stock Exchange is open for the transaction of business.

Publication of this Announcement on a website and availability of hard copies

A copy of this Announcement and the documents required to be published by Rule 26.1 of the City Code will be available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, for inspection on Infracapital (GC)'s website www.ICPoffer.co.uk by no later than 12 noon (London time) on the business day following the date of this Announcement. For the avoidance of doubt, the contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

Gigaclear Shareholders may request a hard copy of this Announcement by contacting Jefferies on +44 (0) 20 7029 8000.

The contents of the websites referred to in this Announcement are not incorporated into and do not form part of this Announcement.

 

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or from an independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are located in the UK or, if you are located outside the UK, from an appropriately authorised independent financial adviser.



 

APPENDIX I

CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE OFFER

Part A: Conditions to the Offer

The Offer will be conditional upon valid acceptances of the Offer having been received (and not, where permitted, withdrawn) by no later than 1.00 p.m. on the first closing date of the Offer as specified in the Offer Document (or such later times and/or dates as Infracapital (GC) may, subject to the rules of the City Code or with the consent of the Panel, decide) in respect of such number of Gigaclear Shares to which the Offer relates as, when aggregated with Gigaclear Shares held by, or otherwise acquired or agreed to be acquired by, Infracapital (GC) and members of the Infracapital Group, represent more than (i) 50 per cent. of the Gigaclear Shares in issue; and (ii) Gigaclear Shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Gigaclear (assuming, for this purpose, that each A Ordinary Share carries one vote).

For the purposes of this Condition:

(i)           Gigaclear Shares which have been unconditionally allotted but not issued before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights they will carry upon issue;

(ii)          valid acceptances shall be deemed to have been received in respect of Gigaclear Shares which are treated for the purposes of Part 28 of the Act as having been acquired or contracted to be acquired by Infracapital (GC), whether by virtue of acceptance of the Offer or otherwise;

(iii)          the expression "Gigaclear Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Act; and

(iv)         all percentages of voting rights and share capital are to be calculated by reference to the percentage held and in issue outside treasury.

The Acquisition will be subject to certain further terms set out in this Appendix I, and to the full terms and conditions which will be set out in the Offer Document.

If Infracapital (GC) is required by the Panel to make an offer for Gigaclear Shares under the provisions of Rule 9 of the City Code, Infracapital (GC) may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

Part B: Certain further terms of the Offer

Infracapital (GC) reserves the right to direct that a portion of the Gigaclear Shares to be transferred pursuant to acceptances of the Offer be transferred directly to any other member of the Infracapital Group.

The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

The Offer will be governed by and construed in accordance with English law and be subject to the jurisdiction of the courts of England and Wales, to the Conditions and terms set out in this Announcement and in due course in the Offer Document and the Form of Acceptance. The Offer will comply with the applicable rules and regulations of the Financial Conduct Authority and the City Code.

If the Offer lapses for any reason, the Acquisition will cease to be capable of further acceptance, and Infracapital (GC) and accepting Gigaclear Shareholders will cease to be bound by acceptances of the Offer delivered on or before the time when the Offer lapses.

Gigaclear Shares acquired under the Offer will be acquired fully paid and free from all liens, equities, charges, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date on which the Offer becomes or is declared unconditional in all respects.

If, after the date of this Announcement, any dividend and/or other distribution and/or other return of capital is announced, declared or paid in respect of the Gigaclear Shares, Infracapital (GC) reserves the right to reduce the offer consideration by an amount up to the amount of such dividend and/or distribution and/or return of capital so announced, declared or paid, in which case any reference in this Announcement or the Offer Document to the offer consideration for the Gigaclear Shares will be deemed to be a reference to the offer consideration as so reduced. For the avoidance of doubt, any payments made in cash or by way of the delivery of shares on the vesting of awards calculated by reference to dividends accrued in respect of those underlying vested shares are not to be construed as a dividend, distribution or return of capital for these purposes.

The Acquisition will lapse if:

(a)          in so far as the Acquisition or any matter arising from or relating to the Acquisition constitutes a concentration with a Community dimension within the scope of the Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Regulation and there is then a CMA Phase 2 Reference; or

(b)          in so far as the Acquisition or any matter arising from the Acquisition does not constitute a concentration with a Community dimension within the scope of the Regulation, the Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

in each case, before the later of 1:00 p.m. on the first closing date of the Acquisition or the date when the Acquisition becomes or is declared unconditional as to acceptances.



 

APPENDIX II

SOURCES OF INFORMATION AND BASES OF CALCULATION

In this Announcement:

1.            the number of Gigaclear Shares in issue as at the date of this Announcement is based on 67,561,914 Gigaclear Shares being in issue as at 19 February 2018 according to a filing made by Gigaclear at Companies House, with no subsequent such filings having been made as at the date of this Announcement; and

2.            the entire issued share capital of Gigaclear is stated as being valued at approximately £270 million on the basis of the Offer Price and there being 67,561,914 Gigaclear Shares in issue on the date of this Announcement (as noted in paragraph 1 above). No account is taken in this valuation of (i) of any options to subscribe for Gigaclear Shares or (ii) any outstanding commitments to subscribe for Gigaclear Shares.

APPENDIX III

DEFINITIONS

"Act" means the Companies Act 2006, as amended from time to time;

"Acquisition" means the acquisition of the entire issued and to be issued share capital of Gigaclear (other than Gigaclear Shares held by Infracapital (GC) and other members of the Infracapital Group), to be implemented by way of the Offer as described in this Announcement and to be set out in the Offer Document;

"A Ordinary Share" means an A ordinary share of one pence in the capital of Gigaclear;

"B Ordinary Share" means a B ordinary share of one pence in the capital of Gigaclear;

"Business Day" means a day, other than a public holiday, Saturday or Sunday, when banks are open in London for general banking business;

"City Code" means the City Code on Takeovers and Mergers as issued from time to time by or on behalf of the Panel;

"Conditions" means the conditions to the implementation of the Acquisition set out in Part A of Appendix I to this Announcement and to be set out in the Offer Document;

"EIS" means the Enterprise Investment Scheme under the provisions of the Income Tax Act 2007 (as amended);

"Eligible Gigaclear Shareholders" means the Gigaclear Shareholders other than Restricted Gigaclear Shareholders;

"Form of Acceptance"  means the form of acceptance to accept the Offer;

"FTTP"  means Fibre-to-the-Premises;

"Gigaclear" or the "Company" means Gigaclear plc, incorporated in England and Wales with registered number 07476617;

"Gigaclear Articles" means Gigaclear's Articles of Association adopted on 26 April 2017;

"Gigaclear Group" means Gigaclear and its subsidiary undertakings;

"Gigaclear Share Scheme" means the employee share scheme of Gigaclear;

"Gigaclear Shareholders" means the holders of Gigaclear Shares;

"Gigaclear Shares" means the Ordinary Shares, the A Ordinary Shares and the B Ordinary Shares in the capital of Gigaclear and includes:

(a)          the existing unconditionally allotted or issued and fully paid (or credited as fully paid) Ordinary Shares and A Ordinary Shares in the capital of Gigaclear;

(b)          any further Ordinary Shares, A Ordinary Shares or B Ordinary Shares in the capital of Gigaclear which are unconditionally allotted or issued and fully paid (or credited as fully paid) before the date on which the Offer closes (or such earlier date or dates as Infracapital (GC) may, subject to the City Code, determine); and

(c)          any Gigaclear Shares held as treasury shares that cease to be held as treasury shares before the date on which the Offer closes (or such earlier date or dates as Infracapital (GC) may, subject to the City Code, determine)

but excludes any shares held as treasury shares on such date as Infracapital may determine before the Offer closes (which may be a different date(s) to the date referred to in ((b) and (c)), and "Gigaclear Share" means any one of them;

"Infracapital" means Infracapital, a business unit of M&G Prudential, responsible for managing its equity infrastructure business;

"Infracapital (GC)" means Infracapital (GC) SLP LP, registered in Scotland as a limited partnership under the Limited Partnership Act 1907 with limited partnership number SL20019;

"Infracapital Greenfield" means Infracapital Greenfield Partners I LP, registered in England and Wales as a limited partnership under the Limited Partnership Act 1907 with limited partnership number LP17149;

"Infracapital Group" means Infracapital (GC) and any Infracapital Entity (as defined in the Gigaclear Articles);

"Infracapital Greenfield Partners I Subholdings" means Infracapital Greenfield Partners I Subholdings SLP LP, registered in Scotland as a limited partnership under the Limited Partnership Act 1907 with limited partnership number SL032294;

"Jefferies" means Jefferies International Limited;

"London Stock Exchange" means London Stock Exchange plc;

"MAGAIM" means M&G Alternatives Investment Management Limited;

"M&G Prudential" means the European savings and investment business of Prudential plc;

"Opening Position Disclosure" has the meaning given in the City Code;

"Ordinary Share" means an ordinary share of one pence in the capital of Gigaclear;

"Offer" means the Offer as described in this Announcement to be made by Infracapital (GC) by way of a takeover offer as defined in Chapter 3 of Part 28 of the Act to acquire the entire issued and to be issued share capital of Gigaclear (other than Gigaclear Shares held by Infracapital (GC) or by members of the Infracapital Group)  on the terms and subject to the conditions to be set out in the Offer Document and the Form of Acceptance (and, where the context admits, any subsequent revision, variation, extension or renewal of such offer, including any revision, variation, extension or renewal of such offer including any election or alternative available in connection with it);

"Offer Document" means the document to be dispatched to Gigaclear Shareholders, containing (among other things) the terms and conditions of the Offer;

"offer period" means the period commencing on the date of this Announcement and ending on the earlier of the date on which the Offer has become or has been declared unconditional as to acceptances and/or the date on which the Offer lapses or is withdrawn (or such other date as the Panel may decide);

"Panel" means the Panel on Takeovers and Mergers;

"Prudential Group" means Prudential plc and its subsidiary undertakings;

"Railpen" means Railway Pension Investments Limited, acting as agent for Railway Pension Trustee Company Limited;

"Restricted Gigaclear Shareholders" means those Gigaclear Shareholders who are located in a Restricted Jurisdiction;

"Restricted Jurisdiction" means any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Acquisition is sent or made available to Gigaclear Shareholders in that jurisdiction, including the United States and any state or jurisdiction in the United States;

"Transfer Notice" has the meaning given to that expression in the Gigaclear Articles; and

"Woodford" means Woodford Investment Management Limited.



[1]  £270 million is determined on the basis described in note 2 of Appendix II.

[2] Acceptance of the Offer in respect of these Gigaclear Shares will be subject to the shares not having been acquired by Gigaclear Shareholders (including Infracapital (GC)) when first offered for sale in accordance with the pre-emptive transfer provisions in the Gigaclear Articles.

[3] As at 2 March 2018

[4]  £270 million is determined on the basis described in note 2 of Appendix II.

[5] Infracapital (GC) reserves the right to transfer all or some of the Gigaclear Shares in which it is interested to other members of the Infracapital Group.

[6] The Gigaclear Articles contain provisions which require Gigaclear Shareholders who wish to transfer Gigaclear Shares (other than pursuant to certain specified exemptions) to first offer those Gigaclear Shares for sale in accordance with the Gigaclear Articles. Accordingly, before Infracapital (GC) is able to acquire Gigaclear Shares under the Offer from a particular Gigaclear Shareholder, that Gigaclear Shareholder must first have offered those Gigaclear Shares for sale in accordance with the Gigaclear Articles by lodging a Transfer Notice with Gigaclear in respect of those shares.  The process for doing this will be explained in the Offer Document and Gigaclear Shareholders who wish to accept the Offer should not lodge a Transfer Notice with Gigaclear until they have received and read the Offer Document.


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