Electronic Transmission Disclaimer
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ELECTRONIC TRANSMISSION DISCLAIMER STRICTLY NOT TO BE FORWARDED TO ANY OTHER PERSONS IMPORTANT: You must read the following disclaimer before continuing. This electronic transmission applies to the attached document and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached document relating to 3i Infrastructure plc (the “Company”) accessed from this page or otherwise received as a result of such access and you are therefore advised to read this disclaimer carefully before reading, accessing or making any other use of the attached document. In accessing the attached document, you agree to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from us as a result of such access. You acknowledge that this electronic transmission and the delivery of the attached document is confidential and intended for you only and you agree you will not forward, reproduce or publish this electronic transmission or the attached document to any other person. The attached document has been prepared solely in connection with the open offer, placing, intermediaries offer (the “Offer”) and (if applicable) an additional issue (the “Additional Issue”) of new ordinary shares (“New Ordinary Shares”) of the Company. The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws in the United States. Subject to certain exceptions, the New Ordinary Shares may not be offered or sold within the United States or to (or by) any national, resident or citizen of the United States. Pursuant to the Offer (and, if applicable, the Additional Issue), the New Ordinary Shares may not be offered or sold in the United States, or to, or for the account or benefit of (or by), U.S. Persons as defined in Regulation S under the Securities Act (“Regulation S”) or U.S. Residents (as defined below) except that the New Ordinary Shares may be offered or sold to (i) persons who are both “Qualified Institutional Buyers” as defined in Rule 144A under the Securities Act (“Rule 144A”) and “Qualified Purchasers” as defined in the U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”), and related rules, in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A, and (ii) non- U.S. Residents in offshore transactions in reliance on Regulation S. The Company has not been, and will not be, registered under the Investment Company Act, nor will its investment adviser be registered as an investment adviser under the U.S. Investment Advisers Act of 1940 (the “Investment Advisers Act”), and investors will not be entitled to the benefits of the Investment Company Act nor the Investment Advisers Act. “U.S. Residents” for these purposes means any U.S. Person, as well as (i) any natural person who is only temporarily residing outside the United States, (ii) any account of a U.S. Person over which a non-U.S. fiduciary has investment discretion or any entity, which, in either case, is being used to circumvent the registration requirements of the Investment Company Act and (iii) any employee benefit or pension plan that does not have as its participants or beneficiaries persons substantially all of whom are not U.S. Persons. In addition, for these purposes, if an entity either has been formed for or operated for the purpose of investing in the New Ordinary Shares or facilitates individual investment decisions, such as a self-directed employee benefit or pension plan, it will be treated as a U.S. Resident to the extent one or more of the beneficiaries or other interest holders of such entity are U.S. Residents. NOTHING IN THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. This electronic transmission, the attached document and the Offer are only addressed to, and directed at, persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) (“Qualified Investors”) and persons in other jurisdictions to whom it can lawfully be communicated and who may lawfully engage in such investment activity. In addition, marketing for the purposes of the Directive 2011/61/EU (the “AIFMD”) by the Company and/or a third party on its behalf of the New Ordinary Shares in relation to the Placing and Open Offer will only take place in an EEA Member State if the Company is appropriately registered or has otherwise complied with the requirements under AIFMD (as implemented in the relevant EEA Member State) necessary for such marketing to take place. Any investment or investment activity to which this electronic transmission and the attached document relates is therefore only available to and will only be engaged in with: (i) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors in compliance with the AIFMD; and (ii) in any other jurisdiction, to persons to whom it can lawfully be communicated and who may lawfully engage in such investment activity. You are reminded that you have accessed or received this electronic transmission and the attached document on the basis that you are a person into whose possession this document may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorised to deliver this document, electronically or otherwise, to any other person. The attached document has been made available to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, J.P. Morgan Securities plc, RBC Europe Limited and N M Rothschild & Sons Limited (the Banks), and none of any of their respective affiliates, accepts any liability or responsibility whatsoever in respect of any difference between the document distributed to you in electronic format and the hard copy version. By accessing the attached document, you consent to receiving it in electronic form. None of the Banks nor any of their respective affiliates accepts any responsibility whatsoever for the contents of the attached document or for any statement made or purported to be made by it, or on its behalf, in connection with the Company or the New Ordinary Shares. The Banks and each of their respective affiliates, each accordingly disclaims all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of such document or any such statement. No representation or warranty express or implied, is made by any of the Banks or any of their respective affiliates as to the accuracy, completeness or sufficiency of the information set out in the attached document. The Banks are acting exclusively for the Company and no one else in connection with the Offer and Additional Issue (if any). The Banks will not regard any other person (whether or not a recipient of this document) as their client in relation to the Offer and Additional Placing (if any) and will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients nor for giving advice in relation to the Offer or any transaction or arrangement referred to in the attached document. 3i Infrastructure plc 10MAY201609135432 Open Offer, Placing and Intermediaries Offer 11MAY201605415529 THIS DOCUMENT is a prospectus (this ‘‘Prospectus’’) relating to 3i Infrastructure plc (the ‘‘Company’’) prepared in accordance with the Prospectus Rules of the Financial Conduct Authority (the ‘‘FCA’’) made under section 73A of the Financial Services and Markets Act 2000 (‘‘FSMA’’) and approved by the FCA under section 87A of FSMA. The Prospectus has been filed with the FCA and made available to the public in accordance with Rule 3.2 of the Prospectus Rules. If you are in any doubt about the contents of this Prospectus you should consult your accountant, legal or professional adviser, financial adviser or a person authorised for the purposes of FSMA who specialises in advising on the acquisition of shares and other securities if you are in the United Kingdom, or from another appropriately authorised independent financial adviser if you are in a territory outside the United Kingdom. The New Ordinary Shares are only suitable for investors (i) who understand the potential risk of capital loss and that there may be limited liquidity in the underlying investments of the Company, (ii) for whom an investment in the New Ordinary Shares is part of a diversified investment programme and (iii) who fully understand and are willing to assume the risks involved in such an investment programme. Investors in the Company are expected to be institutional investors, professional investors, high net worth investors and advised individual investors who understand the risks involved in investing in the Company and/or who have received advice from their fund manager or broker regarding investment in the Company. The attention of potential investors is drawn to the Risk Factors set out on pages 19 to 45 of this Prospectus. Application will be made to the FCA for all of the new ordinary shares in the Company (the ‘‘New Ordinary Shares’’) to be issued in connection with the Offer (and the Additional Issue, if any) to be admitted to the Official List of the UK Listing Authority (the ‘‘Official List’’) and to the London Stock Exchange (the ‘‘London Stock Exchange’’) for such New Ordinary Shares to be admitted to trading on the premium segment of the London Stock Exchange’s main market for listed securities (together, ‘‘Admission’’).