Proposed issue of equity

RNS Number : 7681R

HICL Infrastructure PLC

08 July 2022

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN OR THE REPUBLIC OF SOUTH AFRICA.

HICL Infrastructure PLC

Proposed issue of equity

8 July 2022

-  Tap issue of New Ordinary Shares at a fixed price of 169.0 p per Share

-  The Issue Price represents a discount of 3.1 per cent. to the closing price of 174.4 pence per Ordinary Share on 7 July 2022 and a 4.9 per cent. premium to the 31 March 2022 ex-div Net Asset Value ("NAV") of 161.1p

-  Current FY2023 inflation forecasts would support an uplift of 3.0p to 3.6p to the Company's NAV at 31 March 2022, in line with the NAV sensitivity provided in the FY2022 Annual Results

-  The issue proceeds will be applied to restore capacity within the Company's £400m Revolving Credit Facility, and provide additional financial resources to pursue HICL's near-term pipeline

-  Latest time and date for receipt of applications is 4.00 p.m. on Thursday 14 July

The Board of HICL Infrastructure PLC (the " Company " or " HICL ") is pleased to announce that it proposes to raise additional equity capital through the issue of new ordinary shares in the capital of the Company (" New Ordinary Shares ") by way of non-pre-emptive tap issuance (the " Issue ").

The New Ordinary Shares will be issued at a price of 169.0p per Share (the "Issue Price" ). The Issue Price represents a discount of 3.1 per cent. to the mid-market closing share price of 174.4p on 7 July 2022 and a premium of 4.9 per cent. to the last reported ex-div NAV of 161.1p (as at 31 March 2022).

The net proceeds of the Issue will restore the Company's revolving credit facility ("RCF") capacity and provide additional resources to support pursuit of the Company's near-term pipeline, as described below.

Details of the Issue

The Issue will be made through the Company's joint corporate brokers, Investec Bank plc (" Investec ") and RBC Capital Markets (" RBC "),and will be subject to the terms and conditions set out in the Appendix to this announcement (the " Appendix ").

The Issue will be launched immediately following this announcement. To register their interest in participating in the Issue, potential investors should communicate their applications for New Ordinary Shares by telephone to their usual sales contact at Investec or RBC. The Issue is expected to close at 4.00 p.m. (London time) on Thursday 14 July 2022 but may close earlier or later at the discretion of the Company, Investec and RBC.

The number of New Ordinary Shares to be issued will be agreed between Investec, RBC and the Company following the close of the Issue and announced shortly thereafter. Investec and RBC may choose to accept applications, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any applications for this purpose on such basis as the Company, Investec and RBC may determine. Investec and RBC may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate New Ordinary Shares after the time of any initial allocation to any person submitting an application after that time, and (ii) allocate New Ordinary Shares after the Issue has closed to any person submitting an application after that time.

Portfolio activity

At 31 March 2022, the Company had utilised £106m of its RCF capacity, which has reduced to c.£90m as a result of the net investment activity since the year end:

-  Completion of the sale of the Company's 100% interest in the Queen Alexandra Hospital PFI Project;

-  Completion of the acquisition of a 50% equity interest in the B247 Mühlhausen-Bad Langensalza Road PPP, HICL's first investment in Germany; and

-  Agreement to acquire a 55% shareholding in ADTIM SAS in France from DIF Capital Partners, HICL's first fibre broadband investment.

Issue proceeds will be used to restore RCF capacity and provide additional financial resources in support of the Company's advanced investment pipeline.

The Company's Investment Manager, InfraRed Capital Partners, has developed a strong pipeline including attractive near-term investment opportunities spanning PPP and electricity transmission assets in the Company's existing geographies.

NAV guidance

The Company's NAV per Share was 163.1p as at 31 March 2022 (ex-div 161.1p). Amongst the assumptions made in reaching that valuation were that short-term (i.e. to March 2023) inflation rates would be as follows:

-  UK RPI and RPIx: 6.0%

-  CPIH : 5.25%

-  Eurozone and Canada CPI: 3.0%

-  USA CPI: 4.0%

Current inflation forecasts for FY2023 are ahead of the assumptions used by the Company in its March 2022 valuation. The scenario provided in HICL's Annual Report 2022 showed that if inflation were 3% above HICL's forecast assumptions for the next 12 months, NAV per Share would increase by 3.6p. Based on current inflation forecasts, the March 2022 NAV per Share would have been 3.0p to 3.6p higher. The Company's September 2022 valuation will reflect updated assumptions for inflation based on latest relevant forecasts where appropriate.

Although interest rates have increased since March 2022, the environment for infrastructure investment remains highly competitive and current evidence indicates that HICL's weighted average discount rate of 6.6% remains appropriate.

Application for Admission

Application will be made to the Financial Conduct Authority for admission of the New Ordinary Shares to the premium segment of the Official List and to London Stock Exchange plc for admission to trading of the New Ordinary Shares on its main market for listed securities (the " Main Market "), (together, " Admission "). It is expected that Admission will become effective, and that dealings in the New Ordinary Shares on the Main Market will commence, on or around Tuesday 19 July 2022.

Expected Timetable

Latest time and date for receipt of applications	4.00 p.m. on Thursday 14 July 2022
Announcement of results of the Issue	Friday 15 July 2022
New Ordinary Shares issued to investors on a T+2 basis	Friday 15 July 2022
Admission and commencement of dealings in New Ordinary Shares	8.00 a.m. on Tuesday 19 July 2022

LEI:  213800BVXR1E5L7PEV94

Enquiries:

InfraRed Capital Partners Limited   [phone]/[e-mail]

Edward Hunt

Helen Price

Kirsty MacCallum

Investec Bank plc    [phone]

Will Barnett

Neil Brierley

Alice Douglas

Jack Kershaw

Dominic Waters

David Yovichic

Denis Flanagan

RBC Capital Markets  [phone]

Matthew Coakes

Duncan Smith

Max Avison

Lisa Tugwell

Teneo      [phone]/[e-mail]

Haya Herbert-Burns

Matthew Tomlinson

Jesse Mathews

IMPORTANT INFORMATION

This announcement contains Inside Information.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE TAP ISSUE. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS DIRECTED ONLY AT PERSONS SELECTED BY INVESTEC BANK PLC OR INVESTEC EUROPE LIMITED (TRADING AS INVESTEC EUROPE) (ACTING ON BEHALF OF INVESTEC BANK PLC IN CERTAIN JURISDICTIONS IN THE EEA) AND RBC EUROPE LIMITED (THE " JOINT BOOKRUNNERS ") WHO ARE "INVESTMENT PROFESSIONALS" FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE " FPO ") OR "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC" FALLING WITHIN ARTICLE 49(2) OF THE FPO OR TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED UNDER THE FPO OR, IN SWITZERLAND, QUALIFIED INVESTORS AS DEFINED IN ART. 10 PARA. 3 OF THE COLLECTIVE INVESTMENT SCHEMES ACT OF 23 JUNE 2006, AS AMENDED, (THE " CISA ") IN CONJUNCTION WITH ART. 4 PARA. 3-5 AND ART. 5 PARA. 4 OF THE FINANCIAL SERVICES ACT OF 15 JUNE 2018, AS AMENDED (THE " FINSA "), AND AS DEFINED IN ART. 10 PARA. 3TER CISA, TO THE EXTENT THAT THE NEW ORDINARY SHARES MAY BE ACQUIRED SOLELY WITHIN THE SCOPE OF A PORTFOLIO MANAGEMENT AGREEMENT THAT HAS BEEN CONCLUDED FOR AN UNLIMITED NUMBER OF TRANSACTIONS AND IN WRITING OR IN ANOTHER FORM DEMONSTRABLE VIA TEXT AND PROVIDES FOR REMUNERATION  (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS " RELEVANT PERSONS "). ONLY RELEVANT PERSONS MAY PARTICIPATE IN THE TAP ISSUE AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS.

THE NEW ORDINARY SHARES THAT ARE THE SUBJECT OF THE TAP ISSUE ARE NOT BEING OFFERED OR SOLD TO ANY PERSON IN THE UNITED KINGDOM OR THE EUROPEAN ECONOMIC AREA (" EEA "), OTHER THAN TO PERSONS WHO ARE BOTH (I) "QUALIFIED INVESTORS" AS DEFINED IN ARTICLE 2(E) OF THE UK PROSPECTUS REGULATION OR ARTICLE 2(E) OF THE EU PROSPECTUS REGULATION (AS APPLICABLE), WHICH INCLUDES LEGAL ENTITIES WHICH ARE REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (IN THE UK) OR ENTITIES WHICH ARE NOT SO REGULATED WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST IN SECURITIES AND (II) PERSONS TO WHOM THE NEW ORDINARY SHARES MAY BE LAWFULLY MARKETED UNDER THE UK AIFMD LAWS OR THE EU AIFM DIRECTIVE OR THE APPLICABLE IMPLEMENTING LEGISLATION (IF ANY) OF THE MEMBER STATE OF THE EEA IN WHICH SUCH PERSON IS DOMICILED OR IN WHICH SUCH PERSON HAS A REGISTERED OFFICE (AS APPLICABLE).

EACH APPLICANT SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR NEW ORDINARY SHARES.

The New Ordinary Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the " U.S. Securities Act ") or with any securities regulatory authority of any State or other jurisdiction of the United States (as defined below), and accordingly may not be offered, sold, resold, pledged, delivered, distributed or otherwise transferred, directly or indirectly, into or within the United States of America, its territories or possessions, any State of the United States or the District of Columbia (the " United States ") except pursuant to an exemption from, or in a transaction not subject to, registration under the U.S. Securities Act. The Tap Issue is being made (i) outside the United States to persons who are not "U.S. Persons", as defined in and pursuant to Regulation S under the U.S. Securities Act (" U.S. Persons "), in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Regulation S and (ii) to persons located inside the United States or otherwise to U.S. Persons that are ''qualified institutional buyers'' (as the term is defined in Rule 144A under the U.S. Securities Act) that are also ''qualified purchasers'' within the meaning of section 2(A)(51) of the U.S. Investment Company Act of 1940, as amended (the " U.S. Investment Company Act ") and that execute a US Investor Letter, in reliance on an exemption from registration under the U.S. Securities Act.

The Company has not been and will not be registered under the U.S. Investment Company Act and investors are not and will not be entitled to the benefits of the U.S. Investment Company Act.

The Company has not been approved by the Swiss Financial Market Supervisory Authority FINMA (" FINMA ") under art. 120 para. 1 CISA for offering to non-qualified investors within the meaning of CISA, and investors in the Company do not benefit from the specific investor protection provided by CISA and the supervision by FINMA in connection with the approval under art. 120 para. 1 CISA. The New Ordinary Shares will only be offered and advertised in Switzerland to qualified investors as defined in art. 10 para. 3 CISA in conjunction with art. 4 para. 3-5 and art. 5 para. 4 FinSA, and as defined in art. 10 para. 3^ter CISA, to the extent that the New Ordinary Shares may be acquired solely within the scope of a portfolio management agreement that has been concluded for an unlimited number of transactions and in writing or in another form demonstrable via text and provides for remuneration.

This Announcement has not been approved or reviewed by the Isle of Man Financial Services Authority or any other governmental or regulatory authority in the Isle of Man.  The Tap Issue is available, and may be made, in the Isle of Man, and this document is being provided in connection with the Tap Issue in the Isle of Man, only in accordance with any relevant exclusion contained within the Regulated Activities Order 2011 (as amended) or any relevant exemption contained in the Financial Services (Exemptions) Regulations 2011 (as amended).

This Announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in any jurisdiction including, without limitation, the United States, any member state of the EEA (with the exception of the Republic of Ireland with effect from the time that the Company is registered with the national private placement regime in this jurisdiction), Australia, Canada, Japan or South Africa or any other jurisdiction in which such offer or solicitation is or may be unlawful (an " Excluded Territory ").  This Announcement and the information contained therein are not for publication or distribution, directly or indirectly, to persons in an Excluded Territory unless permitted pursuant to an exemption under the relevant local law or regulation in any such jurisdiction.

The distribution of this Announcement, and/or the issue of New Ordinary Shares in certain jurisdictions may be restricted by law and/or regulation.  No action has been taken by the Company, the Joint Bookrunners or any of their respective affiliates as defined in Rule 501(b) under the U.S. Securities Act (as applicable in the context used, " Affiliates ") that would permit an offer of the New Ordinary Shares or possession or distribution of this Announcement or any other publicity material relating to the New Ordinary Shares in any jurisdiction where action for that purpose is required.  Persons receiving this Announcement are required to inform themselves about and to observe any such restrictions.

Each of Investec Bank plc (" Investec Bank ") which is authorised in the United Kingdom by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (the " FCA ") and the Prudential Regulation Authority, Investec Europe Limited (trading as Investec Europe " Investec Europe ") acting as agent on behalf of Investec Bank in certain jurisdictions in the EEA (together Investec Bank and Investec Europe hereinafter in this Appendix referred to as " Investec ") which is regulated in Ireland by the Central Bank of Ireland, and RBC Europe Limited which is authorised and regulated in the United Kingdom by the FCA, is acting for the Company and for no one else in connection with the Tap Issue and will not be responsible to anyone other than the Company for providing the protections afforded to clients of the Joint Bookrunners or for providing advice in relation to the Tap Issue, or any other matters referred to herein.  This does not exclude any responsibilities or liabilities of any of the Joint Bookrunners under FSMA or the regulatory regime established thereunder.

This Announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable terminology. All statements other than statements of historical facts included in this announcement, including, without limitation, those regarding the Company's financial position, strategy, plans, proposed acquisitions and objectives, are forward-looking statements.

Forward-looking statements are subject to risks and uncertainties and, accordingly, the Company's actual future financial results and operational performance may differ materially from the results and performance expressed in, or implied by, the statements. These forward-looking statements speak only as at the date of this Announcement and cannot be relied upon as a guide to future performance. The Company, the Investment Manager and the Joint Bookrunners expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by applicable laws, regulations or rules.

Information to Distributors

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (" MiFID II "); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; (c) local implementing measures; and/or (d) (where applicable to UK investors or UK firms) the relevant provisions of the UK MiFID Laws (including the FCA's Product Intervention and Governance Sourcebook (" PROD ")) (together, the " MiFID II Product Governance Requirements "), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the New Ordinary Shares have been subject to a product approval process, which has determined that the New Ordinary Shares are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom, and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution a) if to retail investors, through advised distribution channels only; or b) through such distribution channels as are appropriate to professional clients and eligible counterparties, (in each case) as are permitted by MiFID II (the " Target Market Assessment ").

Notwithstanding the Target Market Assessment, distributors should note that: the price of New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Tap Issue.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only contact prospective Applicants for participation in the Tap Issue who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to New Ordinary Shares.  Each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels.

Definitions of certain capitalised terms used in this section and in the Appendix are contained in paragraph 13 of the Appendix.

APPENDIX

TERMS AND CONDITIONS OF THE TAP ISSUE

1.  General

1.1  By participating in the Tap Issue each applicant for New Ordinary Shares (an " Applicant ") is deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix.

1.2  Each Applicant which confirms its agreement (whether orally or in writing) to Investec and/or to RBC to acquire New Ordinary Shares under the Tap Issue will be bound by these terms and conditions and will be deemed to have accepted them.

1.3  The Company and/or Investec and/or RBC may require any Applicant to agree to such further terms and/or conditions and/or give such additional warranties and/or representations as it (in its absolute discretion) sees fit and/or may require any such Applicant to execute a separate letter (a " Tap Issue Letter "). The terms and conditions contained in any such Tap Issue Letter shall be supplemental and in addition to the terms and conditions contained in this Appendix.

2.  Agreement to Acquire New Ordinary Shares

2.1  Conditional upon:

(a)  Admission, occurring and becoming effective by 8.00 a.m. (London time) on the date indicated in the Announcement (or such later time and/or date, not being later than 22 July 2022, as the Company and the Joint Bookrunners may agree);

(b)  the Tap Issue Agreement between the Company, Infrared Capital Partners Limited (the " Investment Manager ") and the Joint Bookrunners dated 21 November 2019 (as amended and supplemented from time to time) (the " Tap Issue Agreement ") becoming otherwise unconditional in all respects in relation to the Tap Issue, as applicable, (save as to the Admission of the New Ordinary Shares) and not having been terminated on or before Admission; and

(c)  Investec and/or RBC confirming to the Applicants their allocation of the relevant New Ordinary Shares,

an Applicant agrees to become a member of the Company and agrees to take those New Ordinary Shares allocated to it by Investec and/or RBC at the price per New Ordinary Share agreed between the Company and the Joint Bookrunners as the price at which the Tap Issue will be undertaken (the " Issue Price ").

2.2  To the fullest extent permitted by law, each Applicant acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Applicant may have.

3.  Payment for New Ordinary Shares

3.1  Each Applicant must pay the Issue Price for the New Ordinary Shares issued to or for the benefit of the Applicant in the manner and by the time directed by Investec and/or RBC. If any Applicant fails to pay as so directed and/or by the time required, the relevant Applicant's application for the New Ordinary Shares shall at the Joint Bookrunners' discretion either be accepted or rejected in which case paragraphs 4.6 or 7.5 of these terms and conditions shall apply to such application respectively.

4.  Participation in, and principal terms of, the Tap Issue

4.1  Prospective Applicants will be identified and contacted by the Joint Bookrunners.

4.2  The latest time and date for receipt of commitments under the Tap Issue is 4.00 p.m. (London time) on 14 July 2022.  The Joint Bookrunners reserve the right to bring this date forward, or to extend the timetable at their discretion, provided that the closing date will be no later than  22 July 2022.

4.3  The Joint Bookrunners will re-contact and confirm orally to Applicants the size of their respective allocations and a trade confirmation will be dispatched as soon as possible thereafter.  The Joint Bookrunners' oral confirmation of the size of allocations and each Applicant's oral commitment to accept the same or such lesser number as determined in accordance with paragraph 4.4 below will constitute a legally binding agreement pursuant to which each such Applicant will be required to accept the number of New Ordinary Shares allocated to the Applicant at the Issue Price and otherwise on the terms and subject to the conditions set out in this Appendix.

4.4  The Company (after consultation with the Joint Bookrunners) reserves the right to scale back the number of New Ordinary Shares to be subscribed by any Applicant in the event of an oversubscription in the Tap Issue. The Company and the Joint Bookrunners also reserve the right not to accept offers to subscribe for New Ordinary Shares or to accept such offers in part rather than in whole. The Joint Bookrunners shall be entitled to effect the Tap Issue by such method as they shall in their sole discretion jointly determine. To the fullest extent permissible by law, neither the Joint Bookrunners, nor any holding company of the Joint Bookrunners, nor any subsidiary, branch or affiliate of the Joint Bookrunners (each an " Affiliate ") nor any person acting on behalf of any of the foregoing shall have any liability to Applicants (or to any other person whether acting on behalf of an Applicant or otherwise). In particular, neither of the Joint Bookrunners, nor any Affiliate thereof nor any person acting on their behalf shall have any liability to Applicants in respect of their conduct of the Tap Issue.  No commissions will be paid to Applicants or directly by Applicants in respect of the New Ordinary Shares.  Under the terms of the Tap Issue Agreement, the Company shall pay an aggregate commission of up to 1.3 per cent. of the gross proceeds raised from Applicants that have been procured by the Joint Bookrunners.

4.5  Each Applicant's obligations will be owed to the Company and to the Joint Bookrunners.  Following the oral confirmation referred to above, each Applicant will have an immediate, separate, irrevocable and binding obligation, owed to the Joint Bookrunners, to pay to the Joint Bookrunners (or as the Joint Bookrunners may direct) in cleared funds an amount equal to the product of the Issue Price and the number of New Ordinary Shares which such Applicant has agreed to acquire under the Tap Issue.  Commitments under the Tap Issue, once made, cannot be withdrawn without the consent of the Directors. The Company shall allot such New Ordinary Shares to each Applicant (or to either of the Joint Bookrunners for onward transmission to the relevant Applicant) following each Applicant's payment to the Joint Bookrunners of such amount.

4.6  Each Applicant agrees to indemnify on demand and hold each of the Joint Bookrunners, the Company and the Investment Manager and its and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the acknowledgements, undertakings, representations, warranties and agreements set forth in these terms and conditions as supplemented by any Tap Issue Letter.

4.7  All obligations of the Joint Bookrunners under the Tap Issue will be subject to fulfilment of the conditions referred to below under "Conditions".

4.8  The Joint Bookrunners shall be entitled (without obligation) to participate in the Tap Issue.

4.9  The Company will announce the results of the Tap Issue through a Regulatory Information Service following the close of the Tap Issue, detailing the aggregate number of New Ordinary Shares to be issued at the Issue Price.

5.  Conditions

5.1  The Tap Issue is conditional upon the Tap Issue Agreement becoming unconditional in relation to the Tap Issue and not having been terminated in accordance with its terms.  The conditions in the Tap Issue Agreement are customary for an agreement of this nature and include ( inter alia ) Admission occurring in relation to the New Ordinary Shares and none of the representations and warranties given by the Company and the Investment Manager being breached or untrue in any material respect.

5.2  If the Tap Issue does not become unconditional, the Tap Issue will lapse and each Applicant's rights and obligations under the Tap Issue shall cease and determine at such time and no claim may be made by an Applicant in respect thereof. The Joint Bookrunners shall have no liability to any Applicant (or to any other person whether acting on behalf of an Applicant or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition relating to the Tap Issue in the Tap Issue Agreement.

5.3  By participating in the Tap Issue, each Applicant agrees that its rights and obligations hereunder terminate only in the circumstances described above and will not be capable of rescission or termination by the Applicant.

5.4  By participating in a Tap Issue, each Applicant agrees with the Joint Bookrunners that the exercise by the Joint Bookrunners of any right of termination or other discretion under the Tap Issue Agreement shall be within the absolute discretion of the Joint Bookrunners and that the Joint Bookrunners need not make any reference to the Applicant in this regard and that, to the fullest extent permitted by law, the Joint Bookrunners shall not have any liability whatsoever to the Applicant in connection with any such exercise.

6.  No Prospectus

6.1  The Tap Issue is only available to / offered to Relevant Persons that are identified and contacted by the Joint Bookrunners and the New Ordinary Shares will only be offered in such a way as to not require a prospectus in the United Kingdom or elsewhere.  No offering document or prospectus has been or will be submitted to be approved by the FCA in relation to the Tap Issue and Applicants' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and information that has been published by the Company in accordance with the FCA's Disclosure Guidance and Transparency Rules, UK MAR and the Company's pre-investment disclosure document prepared for the purposes of the UK AIFMD Laws and Article 23 of the EU AIFM Directive (collectively " Regulatory Information ").

6.2  Each Applicant, by choosing to participate in the Tap Issue and by making a legally binding offer to subscribe for New Ordinary Shares, agrees that the content of this Announcement, including this Appendix, is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Regulatory Information), representation, warranty, or statement made by or on behalf of the Company or the Joint Bookrunners, or the Investment Manager or any other person and none of the Company, the Joint Bookrunners or the Investment Manager nor any other person will be liable for any Applicant's decision to participate in the Tap Issue based on any other information, representation, warranty or statement which the Applicant may have obtained or received.  Each Applicant acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Tap Issue, and confirms that it has understood the risks of investing in the Company and acquiring New Ordinary Shares and has read the risk factors detailed in the Company's latest annual report and financial statements, in the Company's most recently published prospectus and in the Article 23 pre-investment disclosure document, each of which are available on the Company's website www.hicl.com.  Each Applicant also acknowledges that it has had an opportunity to review and access the information on the Company's ongoing charges detailed in the Regulatory Information. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

7.  Registration and settlement

7.1  Settlement of transactions in the relevant New Ordinary Shares following their Admission will take place within the CREST system, using the DVP mechanism, subject to certain exceptions.  The Joint Bookrunners reserve the right to require settlement for and delivery of the relevant New Ordinary Shares to Applicants by such other means as they may deem necessary, if delivery or settlement is not possible or practicable within the CREST system within the timetable set out in the Announcement or would not be consistent with the regulatory requirements in the Applicant's jurisdiction.

7.2  Each Applicant allocated New Ordinary Shares in the Tap Issue will be sent a trade confirmation stating the number of New Ordinary Shares allocated to it, the aggregate amount owed by such Applicant to the Joint Bookrunners and settlement instructions. Applicants should settle against CREST Participant ID: 331 for Investec or CREST Participant ID: 388 for RBC depending on which of the Joint Bookrunners has sent the Applicant the trade confirmation. Each Applicant agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions which it has in place with a Joint Bookrunner.

7.3  It is expected that settlement will be on a T+2 basis in accordance with the instructions set out in the trade confirmation.

7.4  Interest is chargeable daily on payments not received from Applicants on the due date in accordance with the arrangements set out above at the rate of 2 percentage points above the base rate of Barclays Bank Plc.

7.5  Each Applicant is deemed to agree that if it does not comply with these obligations, the Joint Bookrunners may sell any or all of the New Ordinary Shares allocated to the Applicant on such Applicant's behalf and retain from the proceeds, for their own account and profit, an amount equal to the aggregate amount owed by the Applicant plus any interest due. The Applicant will, however, remain liable for any shortfall below the aggregate amount owed by such Applicant and it may be required to bear any tax or other charges (together with any interest or penalties) which may arise upon the sale of such New Ordinary Shares on such Applicant's behalf.

7.6  If New Ordinary Shares are to be delivered to a custodian or settlement agent, the Applicant should ensure that the trade confirmation is copied and delivered immediately to the relevant person within that organisation.

7.7  Insofar as New Ordinary Shares are registered in the Applicant's name or that of its nominee or in the name of any person for whom the Applicant is contracting as agent or that of a nominee for such person, such New Ordinary Shares will, subject as provided below, be so registered free from any liability to PTM levy, stamp duty or stamp duty reserve tax. If there are any circumstances in which any other stamp duty or stamp duty reserve tax is payable in respect of the issue of the New Ordinary Shares, neither the Joint Bookrunners nor the Company shall be responsible for the payment thereof. Applicants will not be entitled to receive any fee or commission in connection with the Tap Issue.

8.  Representations and Warranties

By participating in the Tap Issue, each Applicant will (and any person acting on such Applicant's behalf) be deemed to acknowledge, agree, represent and warrant to each of the Company, the Investment Manager and the Joint Bookrunners that:

8.1  it has read this Announcement, including this Appendix, in its entirety and acknowledges that its acquisition of New Ordinary Shares is subject to and based upon all the terms, conditions, representations, warranties, indemnities, acknowledgements, agreements and undertakings and other information contained herein and undertakes not to redistribute or duplicate this Announcement (including this Appendix);

8.2  it is a Relevant Person and undertakes that it will subscribe for, hold, manage or dispose of any New Ordinary Shares that are allocated to it for the purposes of its business;

8.3  it is subscribing for the New Ordinary Shares for its own account or is subscribing for the New Ordinary Shares for an account with respect to which it exercises sole investment discretion and has the authority to make and does make the representations, warranties, indemnities, acknowledgements and agreements contained in this Announcement;

8.4  it understands (or, if acting for the account of another person, such person understands) the resale and transfer restrictions set out in this Appendix;

8.5  no offering document or prospectus has been prepared in connection with the New Ordinary Shares and represents and warrants that it has not received a prospectus or other offering document in connection therewith;

8.6  the Ordinary Shares are listed on the premium listing segment of the Official List of the FCA, and the Company is therefore required to publish Regulatory Information, which includes a description of the nature of the Company's business and the Company's most recent balance sheet and profit and loss account and that the Applicant is able to obtain or access such information without undue difficulty, and is able to obtain access to such information or comparable information concerning any other publicly traded company, without undue difficulty;

8.7  it is relying solely on this Announcement (including this Appendix) and the Regulatory Information published by the Company prior to Admission of the New Ordinary Shares issued pursuant to the Tap Issue and not on any other information given, or representation or statement made at any time, by any person concerning the Company or the Tap Issue. It hereby irrevocably and unconditionally waives any rights it may have against any such persons in respect of any such other information given, or such other representation or statement made;

8.8  it has not relied on the Joint Bookrunners or any person affiliated with either of the Joint Bookrunners in connection with any investigation of the accuracy of any information contained in this Announcement;

8.9  no action has been taken, or will be taken, in any jurisdiction other than the United Kingdom that would permit a public offering of the New Ordinary Shares in any country or jurisdiction where action for the purpose is required;

8.10  it has not offered or sold and will not offer or sell any New Ordinary Shares to the public in any member state of the EEA except in circumstances falling within Article 1(4) of the EU Prospectus Regulation which do not result in any requirement for the publication of a prospectus;

8.11  the content of this Announcement and the Regulatory Information is exclusively the responsibility of the Company and (in respect of the Regulatory Information) in addition to the Company, the persons stated therein as accepting responsibility, and apart from the liabilities and responsibilities, if any, which may be imposed on either of the Joint Bookrunners under any regulatory regime, none of the Investment Manager, either of the Joint Bookrunners nor any person acting on their behalf nor any of their affiliates makes any representation, express or implied, nor accepts any responsibility whatsoever for the contents of this Announcement and the Regulatory Information nor for any other statement made or purported to be made by them or on its or their behalf in connection with the Company, the New Ordinary Shares or the Tap Issue, including but without limitation the Company Key Information Document published in accordance with UK PRIIPs Laws (and/or the EU PRIIPs Regulation);

8.12  if the laws of any territory or jurisdiction outside the United Kingdom are applicable to its agreement to acquire New Ordinary Shares under the Tap Issue, it warrants that it has complied with all such laws, obtained all governmental and other consents which may be required, complied with all requisite formalities and paid any issue, transfer or other taxes due in connection with its application in any territory and that it has not taken any action or omitted to take any action which will result in the Company, the Investment Manager or either of the Joint Bookrunners or any of their respective affiliates, officers, agents or employees acting in breach of the regulatory or legal requirements, directly or indirectly, of any territory or jurisdiction outside the United Kingdom in connection with the Tap Issue;

8.13  it does not have a registered address in, and is not a citizen, resident or national of, any jurisdiction in which it is unlawful to make or accept an offer of the New Ordinary Shares and it is not acting on a non-discretionary basis for any such person;

8.14  it acknowledges that no person is authorised in connection with the Tap Issue to give any information or make any representation other than as contained in this Appendix or the Regulatory Information and, if given or made, any information or representation must not be relied upon as having been authorised by either of the Joint Bookrunners, the Company or the Investment Manager;

8.15  it is not applying as, nor is it applying as nominee or agent for, a person who is or may be liable to notify and account for tax under the Stamp Duty Reserve Tax Regulations 1986 at any of the increased rates referred to in section 67, 70, 93 or 96 (depository receipts and clearance services) of the Finance Act 1986;

8.16  it acknowledges that settlement of transactions in the New Ordinary Shares following Admission will take place in CREST but each Joint Bookrunner reserves the right in its absolute discretion to require settlement in certificated form if, in its opinion, delivery or settlement is not possible or practicable within the CREST system within the timescales previously notified to the Applicant as set out in the contract note or other confirmation and the Tap Issue Letter (or otherwise), or would not be consistent with the regulatory requirements in any Applicant's jurisdiction;

8.17  it accepts that none of the New Ordinary Shares have been or will be registered in any jurisdiction other than the United Kingdom and that the New Ordinary Shares may not be offered, sold or delivered, directly or indirectly, within any Excluded Territory unless an exemption from any registration requirement is available;

8.18  it: (i) is entitled to subscribe for the New Ordinary Shares under the laws of all relevant jurisdictions; (ii) has fully observed the laws of all relevant jurisdictions; (iii) has the requisite capacity and authority and is entitled to enter into and perform its obligations as a subscriber for New Ordinary Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto;

8.19  if it is resident in the UK, (a) it is a qualified investor within the meaning of Article 2(e) of the UK Prospectus Regulation and also a person (i) who has professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the " Order "); or (ii) falling within Article 49(2)(A) to (D) ("High Net Worth Companies, Unincorporated Associations, etc") of the Order; or (iii) to whom this Announcement (including this Appendix) may otherwise be lawfully communicated; and (b) if it is a financial intermediary, as that term is used in Article 5 of the UK Prospectus Regulation, that the New Ordinary Shares acquired by it in the Tap Issue will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in the UK other than qualified investors (within the meaning of Article 2(e) of the UK Prospectus Regulation), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

8.20  it has not been engaged to acquire the New Ordinary Shares: (a) on behalf of any other person in the UK who is not a qualified investor (within the meaning of Article 2(e) of the UK Prospectus Regulation) unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA; or (b) on behalf of any other person in the EEA who is not a qualified investor (within the meaning of Article 2(e) of the EU Prospectus Regulation) unless the offer of the New Ordinary Shares is not treated under the EU Prospectus Regulation as having been made to such other person;

8.21  if it is a resident in the EEA: (a) it is a qualified investor within the meaning of Article 2(e) of  the EU Prospectus Regulation; and (b) that it is a person to whom the New Ordinary Shares may be lawfully marketed under the EU AIFM Directive or under the applicable implementing legislation (if any) of the relevant Member State; and (c) if it is a financial intermediary, as that term is used in Article 5 of the EU Prospectus Regulation, that the New Ordinary Shares purchased by it in the Tap Issue will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State other than qualified investors (within the meaning of Article 2(e) of the EU Prospectus Regulation), or in circumstances in which the prior consent of the Joint Bookrunners has been given to the offer or resale;

8.22  if it is domiciled/resident in Switzerland, it is a qualified investor as defined in art. 10 para. 3 CISA in conjunction with art. 4 para. 3-5 or art. 5 para. 4 FinSA, or as defined in art. 10 para. 3^ter CISA provided that the New Ordinary Shares may be acquired solely within the scope of a portfolio management agreement that has been concluded for an unlimited number of transactions and in writing or in another form demonstrable via text and provides for remuneration;

8.23  it has not offered or sold and, prior to the expiry of a period of six months from Admission, will not offer or sell any New Ordinary Shares to persons in the United Kingdom, except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA;

8.24  it has not offered or sold and will not offer or sell any New Ordinary Shares to persons in the EEA prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in any Member State within the meaning of the EU Prospectus Regulation;

8.25  if it is outside the United Kingdom, neither the Announcement (including this Appendix) nor any other information or document issued by or on behalf of or in respect of the Company or either of the Joint Bookrunners constitutes an invitation, offer or promotion to, or arrangement with, it or any person whom it is procuring to subscribe for New Ordinary Shares pursuant to the Tap Issue  unless, in the relevant territory, such offer, invitation or other course of conduct could lawfully be made to it or such person and such documents or materials could lawfully be provided to it or such person and the New Ordinary Shares could lawfully be distributed to and subscribed and held by it or such person without compliance with any unfulfilled approval, registration or other regulatory or legal requirements;

8.26  if the Applicant it is a natural person, such Applicant is not under the age of majority (18 years of age in the United Kingdom) on the date on which he/she agrees to apply for New Ordinary Shares and will not be any such person on the date on which any such agreement to apply under the Tap Issue is accepted;

8.27  it has the funds available to pay in full for the New Ordinary Shares which it has agreed to acquire pursuant to its commitment under the Tap Issue and that it will pay the total subscription in accordance with the terms set out in this Appendix and, as applicable, as set out in the contract note or other confirmation and the Tap Issue Letter (if any) on the due time and date;

8.28  (i) it has communicated or caused to be communicated and will communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the New Ordinary Shares only in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person; and (ii) no document is being issued by either of the Joint Bookrunners in its capacity as an authorised person under section 21 of FSMA;

8.29  it acknowledges that neither of the Joint Bookrunners nor any of their respective affiliates nor any person acting on their behalf is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Tap Issue or providing any advice in relation to the Tap Issue and participation in the Tap Issue is on the basis that it is not and will not be a client of either of the Joint Bookrunners or any of their affiliates and that the Joint Bookrunners and any of their affiliates do not have any duties or responsibilities to it for providing the protections afforded to their respective clients or for providing advice in relation to the Tap Issue or the Company nor in respect of any representations, warranties, undertaking or indemnities contained in these terms and conditions and/or in any Tap Issue Letter;

8.30  save in the event of fraud on the part of a Joint Bookrunner, none of the Joint Bookrunners or any direct or indirect subsidiaries of the Joint Bookrunners or any other member of either Joint Bookrunner's group, nor any of their respective directors, members, partners, officers and employees shall be responsible or liable to an Applicant or any of its clients for any matter arising out of a Joint Bookrunner's role as bookrunner or otherwise in connection with the Tap Issue and that where such responsibility or liability nevertheless arises as a matter of law, the Applicant and, if relevant, its clients, will immediately waive any claim against such persons which the Applicant or any of its clients may have in respect thereof;

8.31  it acknowledges that where it is acquiring New Ordinary Shares for one or more managed, discretionary or advisory accounts, it is authorised in writing for each such account: (i) to acquire the New Ordinary Shares for each such account; (ii) to make on each such account's behalf the representations, warranties and agreements set out in this Appendix; and (iii) to receive on behalf of each such account any documentation relating to the Tap Issue in the form provided by the Company and/or either of the Joint Bookrunners. It agrees that the provision of this paragraph shall survive any resale of the New Ordinary Shares by or on behalf of any such account;

8.32  it irrevocably appoints any Director and any director of either of the Joint Bookrunners to be its agent and on its behalf (without any obligation or duty to do so), to sign, execute and deliver any documents and do all acts, matters and things as may be necessary for, or incidental to, its acquisition of all or any of the New Ordinary Shares for which it has given a commitment under the Tap Issue, in the event of its own failure to do so;

8.33  it accepts that if the Tap Issue does not proceed (for whatever reason) then none of the Company, the Joint Bookrunners, the Investment Manager, or any of their affiliates, nor persons controlling, controlled by or under common control with any of them nor any of their respective employees, agents, officers, members, stockholders, partners or representatives, shall have any liability whatsoever to it or any other person;

8.34  in connection with its participation in the Tap Issue it has observed all relevant legislation and regulations, in particular (but without limitation) those relating to money laundering and countering terrorist financing and that its application is only made on the basis that it accepts full responsibility for any requirement to identify and verify the identity of its clients and other persons in respect of whom it has applied. In addition, it warrants that it is a person: (i) subject to the UK Money Laundering Regulations 2017 (SI 2017/692) and any other applicable anti-money laundering guidance, regulations or legislation in force and applicable in the UK (" Money Laundering Regulations "); or (ii) subject to the EU Directive 2015/849 on the prevention of the use of the financial system for the purposes of money laundering or terrorist financing, as amended (the " Money Laundering Directive "); or (iii) acting in the course of a business in relation to which an overseas regulatory authority exercises regulatory functions and is based or incorporated in, or formed under the law of, a country in which there are in force provisions at least equivalent to those required by the Money Laundering Directive;

8.35  it agrees that, due to anti-money laundering and the countering of terrorist financing requirements, the Joint Bookrunners and/or the Company may require proof of identity of the Applicant and related parties and verification of the source of the payment before the application can be processed and that, in the event of delay or failure by the Applicant to produce any information required for verification purposes, the Joint Bookrunners and/or the Company may refuse to accept the application and the subscription monies relating thereto. It holds harmless and will indemnify the Joint Bookrunners and the Company against any liability, loss or cost ensuing due to the failure to process this application, if such information as has been required has not been provided by it or has not been provided on a timely basis;

8.36  if it is acting as a "distributor" (for the purposes of the MiFID II Product Governance Requirements):

(a)  it acknowledges that the Target Market Assessment undertaken by the Joint Bookrunners and the Investment Manager does not constitute: (i) an assessment of suitability or appropriateness for the purposes of MiFID II or the UK MiFID Laws; or (ii) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the New Ordinary Shares, and each distributor is responsible for undertaking its own target market assessment in respect of the New Ordinary Shares and determining appropriate distribution channels;

(b)  notwithstanding any Target Market Assessment undertaken by the Joint Bookrunners and the Investment Manager, it confirms that it has satisfied itself as to the appropriate knowledge, experience, financial situation, risk tolerance and objectives and needs of the investors to whom it plans to distribute the New Ordinary Shares and that it has considered the compatibility of the risk/reward profile of such New Ordinary Shares with the end target market;

(c)  it acknowledges that the price of the New Ordinary Shares may decline and investors could lose all or part of their investment; the New Ordinary Shares offer no guaranteed income and no capital protection; and an investment in the New Ordinary Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom;

(d)  it acknowledges that the Joint Bookrunners are acting for the Company in connection with the Tap Issue and for no-one else and that they will not treat any Applicant as their respective customer by virtue of such application being accepted or owe any Applicant any duties or responsibilities concerning the price of the New Ordinary Shares or concerning the suitability of the New Ordinary Shares for the Applicant or be responsible to the Applicant for the protections afforded to their respective customers; and

(e)  it agrees that if so required by a Joint Bookrunner or the Investment Manager, it shall provide aggregated summary information on sales of the New Ordinary Shares as contemplated under rule 3.3.30R of the PROD Sourcebook and information on the reviews carried out under rules 3.3.26R to 3.3.28R of the PROD Sourcebook;

8.37  the Joint Bookrunners and the Company (and any agent on their behalf) are entitled to exercise any of their rights under the Tap Issue Agreement or any other right in their absolute discretion without any liability whatsoever to them (or any agent acting on their behalf);

8.38  the representations, undertakings and warranties contained in this Appendix are irrevocable. It acknowledges that the Joint Bookrunners, the Company, the Investment Manager and their respective affiliates will rely upon the truth and accuracy of the foregoing representations and warranties and it agrees that if any of the representations or warranties made or deemed to have been made by its subscription of the relevant New Ordinary Shares are no longer accurate, it shall promptly notify the Joint Bookrunners and the Company in writing;

8.39  where it or any person acting on behalf of it is dealing with either of the Joint Bookrunners, any money held in an account with either of the Joint Bookrunners on behalf of it and/or any person acting on behalf of it will not be treated as client money within the meaning of the relevant rules and regulations of the Financial Conduct Authority which therefore will not require the Joint Bookrunners to segregate such money, as that money will be held by either of the Joint Bookrunners under a banking relationship and not as trustee;

8.40  any of its clients, whether or not identified to the Joint Bookrunners or any of their affiliates or agents, will remain its sole responsibility and will not become clients of the Joint Bookrunners or any of their affiliates or agents for the purposes of the rules of the Financial Conduct Authority or for the purposes of any other statutory or regulatory provision;

8.41  it accepts that the allocation of New Ordinary Shares shall be determined by the Company (in consultation with the Joint Bookrunners and the Investment Manager) in their absolute discretion and that such persons may scale down any Tap Issue commitments for this purpose on such basis as they may determine (which may not be the same for each Applicant);

8.42  it is aware of and acknowledges that it is required to comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Tap Issue in, from or otherwise involving, the United Kingdom;

8.43  it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, the Proceeds of Crime Act 2002 and UK MAR and confirms that it has and will continue to comply with those obligations;

8.44  it authorises the Joint Bookrunners to deduct from the total amount subscribed under the Tap Issue the commission payable to the Joint Bookrunners in accordance with the terms of the Tap Issue Agreement;

8.45  the commitment to subscribe for New Ordinary Shares on the terms set out in this Announcement and, as applicable, in the contract note or other confirmation and the Tap Issue Letter (if any) will continue notwithstanding any amendment that may in the future be made to the terms of the Tap Issue and that it will have no right to be consulted or require that its consent be obtained with respect to the Company's conduct of the Tap Issue; and

8.46  time shall be of the essence as regards its obligations to settle payment for the relevant New Ordinary Shares and to comply with its other obligations under the Tap Issue; and

8.47  it requests, at its own initiative, that the Company (or its agents) notifies it of all future opportunities to acquire securities in the Company and provides it with all available information in connection therewith.

9.  United States Purchase and Transfer Restrictions

By participating in the Tap Issue, each Applicant will (and any person acting on such Applicant's behalf) be deemed to acknowledge, agree, represent and warrant to each of the Company, the Investment Manager and the Joint Bookrunners that:

9.1  If it is located outside the United States, it is not a U.S. Person, it is acquiring the New Ordinary Shares in an ''offshore transaction'' within the meaning of, and in reliance on, Regulation S and it is not acquiring the New Ordinary Shares for the account or benefit of a U.S. Person;

9.2  if it is located inside the United States or is a U.S. Person, it is a "qualified institutional buyer" (as the term is defined in Rule 144A under the U.S. Securities Act) that is also a "qualified purchaser" within the meaning of Section 2(a)(51) of the U.S. Investment Company Act, and the related rules thereunder that has duly executed a US Investor Letter and is acquiring the New Ordinary Shares for its own account or for the account of one or more "qualified institutional buyers" that are also "qualified purchasers" for which it is acting as a duly authorised agent or for a discretionary account with respect to which it exercises sole investment discretion and not with a view to any resale, distribution or other disposition of any such securities in violation of any US federal or state securities laws;

9.3  it acknowledges that the New Ordinary Shares have not been and will not be registered under the U.S. Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. Persons absent registration, or an exemption from registration, under the U.S. Securities Act;

9.4  it acknowledges that the Company has not registered under the U.S. Investment Company Act and that the Company has put in place restrictions for transactions not involving any public offering in the United States, and to ensure that the Company is not and will not be required to register under the U.S. Investment Company Act;

9.5  it acknowledges that the Investment Manager has not registered under the U.S. Investment Advisers Act of 1940, as amended (the " U.S. Investment Advisers Act ") and that the Company has put in place restrictions on the sale and transfer of the New Ordinary Shares to ensure that the Investment Manager is not and will not be required to register under the U.S. Investment Advisers Act;

9.6  no portion of the assets used to purchase, and no portion of the assets used to hold, the New Ordinary Shares or any beneficial interest therein constitutes or will constitute the assets of (i) an "employee benefit plan" as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (" ERISA ") that is subject to Title I of ERISA; (ii) a "plan" as defined in Section 4975 of the U.S. Internal Revenue Code of 1986, as amended (the " Code "), including an individual retirement account or other arrangement that is subject to Section 4975 of the Code; or (iii) an entity which is deemed to hold the assets of any of the foregoing types of plans, accounts or arrangements that is subject to Title I of ERISA or Section 4975 of the Code. In addition, if an investor is a governmental, church, non-U.S. or other employee benefit plan that is subject to any federal, state, local or non-U.S. law that is substantially similar to the provisions of Title I of ERISA or Section 4975 of the Code, its purchase, holding, and disposition of the New Ordinary Shares must not constitute or result in a non-exempt violation of any such substantially similar law;

9.7  that if any New Ordinary Shares offered and sold pursuant to Regulation S are issued in certificated form (or if a request to re-materialise uncertificated New Ordinary Shares into certificated form), then such certificates evidencing ownership will contain a legend substantially to the following effect unless otherwise determined by the Company in accordance with applicable law:

"HICL INFRASTRUCTURE PLC (THE " COMPANY ") HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE " U.S. INVESTMENT COMPANY ACT "). IN ADDITION, THE SECURITIES OF THE COMPANY REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE " U.S. SECURITIES ACT "), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. ACCORDINGLY, THIS SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED, EXERCISED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT IN ACCORDANCE WITH THE U.S. SECURITIES ACT OR AN EXEMPTION THEREFROM AND UNDER CIRCUMSTANCES WHICH WILL NOT REQUIRE THE COMPANY TO REGISTER UNDER THE U.S. INVESTMENT COMPANY ACT, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS."

provided, that if any New Ordinary Shares are being sold pursuant to paragraph 9.9 below, and if the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, any such legend may be removed upon delivery of the certification described in paragraph 9.9 below, and provided further, that, if any New Ordinary Shares are being sold pursuant to paragraph 9.9 below, the legend may be removed by delivery to the Company of an opinion of counsel of recognised standing in form and substance reasonably satisfactory to the Company, to the effect that such legend is no longer required under applicable requirements of the U.S. Securities Act, the U.S. Investment Company Act or State securities laws;

9.8  if in the future, the investor decides to offer, sell, transfer, assign or otherwise dispose of the New Ordinary Shares, it will do so only in compliance with an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and under circumstances which will not require the Company to register under the U.S. Investment Company Act. It acknowledges that any sale, transfer, assignment, pledge or other disposal made other than in compliance with such laws and the above stated restrictions will be subject to the compulsory transfer provisions as provided in the Company's articles of incorporation (the " Articles ");

9.9  if it is a person described in paragraph 9.2 above and, if in the future it decides to offer, resell, pledge or otherwise transfer any of the New Ordinary Shares, it understands and acknowledges that the New Ordinary Shares are ''restricted securities'' within the meaning of Rule 144 under the U.S. Securities Act and such New Ordinary Shares may be offered, resold, pledged or otherwise transferred only (i) outside the United States to non-U.S. Persons in an offshore transaction in accordance with Rule 904 of Regulation S (including, for example, an ordinary trade over the London Stock Exchange), provided that the Company is a "foreign issuer" within the meaning of Regulation S at the time of sale, upon delivery to the Company of an exit certificate executed by the transferor in a form reasonably satisfactory to the Company, (ii) in a transaction that does not require registration under the U.S. Securities Act or any applicable United States securities laws and regulations or require the Company to register under the U.S. Investment Company Act, subject to delivery to the Company of a US investor representation letter executed by the transferee in a form reasonably satisfactory to the Company, or (iii) to the Company;

9.10  it is purchasing the New Ordinary Shares for its own account or for one or more investment accounts for which it is acting as a fiduciary or agent, in each case for investment only, and not with a view to or for sale or other transfer in connection with any distribution of the New Ordinary Shares in any manner that would violate the U.S. Securities Act, the U.S. Investment Company Act or any other applicable securities laws;

9.11  it acknowledges that the Company reserves the right to make inquiries of any holder of the New Ordinary Shares or interests therein at any time as to such person's status under the U.S. federal securities laws and to require any such person that has not satisfied the Company that holding by such person will not violate or require registration under the U.S. securities laws to transfer such New Ordinary Shares or interests in accordance with the Articles;

9.12  it acknowledges and understands that the Company is required to comply with the U.S. Foreign Account Tax Compliance Act (" FATCA ") and that the Company will follow FATCA's and CRS's extensive reporting and FATCA's withholding requirements from their effective date.  The Applicant agrees to furnish any information and documents the Company may from time to time request, including but not limited to information required under FATCA or the CRS;

9.13  it is entitled to acquire the New Ordinary Shares under the laws of all relevant jurisdictions which apply to it, it has fully observed all such laws and obtained all governmental and other consents which may be required thereunder and complied with all necessary formalities and it has paid all issue, transfer or other taxes due in connection with its acceptance in any jurisdiction of the New Ordinary Shares and that it has not taken any action, or omitted to take any action, which may result in the Company, the Investment Manager or the Joint Bookrunners, or their respective affiliates, directors, officers, agents, employees and advisers being in breach of the laws of any jurisdiction in connection with the Tap Issue or its acceptance of participation in the Tap Issue;

9.14  it has received, carefully read and understands this Announcement (including this Appendix), and has not, directly or indirectly, distributed, forwarded, transferred or otherwise transmitted this Announcement (including this Appendix) or any other materials concerning the Company or the New Ordinary Shares to within the United States or to any U.S. Persons, nor will it do any of the foregoing; and

9.15  if it is acquiring any New Ordinary Shares as a fiduciary or agent for one or more accounts, the investor has sole investment discretion with respect to each such account and full power and authority to make such foregoing representations, warranties, acknowledgements and agreements on behalf of each such account.

The Company, the Investment Manager, the Joint Bookrunners and their respective directors, officers, agents, employees, advisers and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgments and agreements. If any of the representations, warranties, acknowledgments or agreements made by the Applicant are no longer accurate or have not been complied with, the Applicant will immediately notify the Company in writing.

10.  Supply and Disclosure of Information

If either of the Joint Bookrunners, the Company or any of their agents requests any information in connection with an Applicant's agreement to subscribe for New Ordinary Shares under the Tap Issue or to comply with any relevant legislation, such Applicant must promptly disclose it to them and ensure that such information is complete and accurate in all respects.

11.  Data Protection

11.1  Each Applicant acknowledges that it has been informed that, pursuant to applicable data protection legislation (including the UK GDPR and the EU GDPR) and regulatory requirements in the UK and/or the EEA, as appropriate (the " DP Legislation ") the Company, the Administrator and/or the Registrar hold their personal data.

11.2  The Company, the Administrator and the Registrar will process such personal data at all times in compliance with DP Legislation and shall only process such information for the purposes set out in the Company's privacy notice (the " Purpose ") which is available for consultation on the Company's website: https://www.hicl.com/privacy-notice/ (the " Privacy Notice ").

11.3  Any sharing of personal data between parties will be carried out in compliance with DP Legislation and as set out in the Company's Privacy Notice.

11.4  In providing the Company, the Administrator or the Registrar with personal data, the Applicant hereby represents and warrants to the Company, the Administrator and the Registrar that:

(a)  it complies in all material aspects with its data controller obligations under DP Legislation, and in particular, it has notified any data subject of the purposes for which personal data will be used and by which parties it will be used and it has provided a copy of the Privacy Notice to such relevant data subjects; and

(b)  where consent is legally competent and/or required under DP Legislation, the Applicant has obtained the consent of any data subject to the Company, the Administrator and the Registrar and their respective affiliates and group companies, holding and using their personal data for the purposes (including the explicit consent of the data subjects for the processing of any sensitive personal data for the purposes).

11.5  Each Applicant acknowledges that by submitting personal data to the Company, the Administrator or Registrar (acting for and on behalf of the Company) where the Applicant is a natural person, he or she (as the case may be) represents and warrants that (as applicable) he or she has read and understood the terms of the Privacy Notice.

11.6  Each Applicant acknowledges that by submitting personal data to the Company, the Administrator or the Registrar (acting for and on behalf of the Company) where the Applicant is not a natural person, it represents and warrants that:

(a)  it has brought the Privacy Notice to the attention of any underlying data subjects on whose behalf or account the Applicant may act or whose personal data will be disclosed to the Company as a result of the Applicant agreeing to subscribe for New Ordinary Shares under the Tap Issue; and

(b)  the Applicant has complied in all other respects with all applicable data protection legislation in respect of disclosure and provision of personal data to the Company.

11.7  Where the Applicant acts for or on account of an underlying data subject or otherwise discloses the personal data of an underlying data subject, he/she/it shall, in respect of the personal data it processes in relation to or arising in relation to the Tap Issue:

(a)  comply with all applicable data protection legislation;

(b)  take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data and against accidental loss or destruction of, or damage to the personal data;

(c)  if required, agree with the Company, the Administrator and the Registrar (as applicable), the responsibilities of each such entity as regards relevant data subjects' rights and notice requirements; and

(d)  immediately on demand, fully indemnify the Company, the Administrator and the Registrar (as applicable) and keep them fully and effectively indemnified against all costs, demands, claims, expenses (including legal costs and disbursements on a full indemnity basis), losses (including indirect losses and loss of profits, business and reputation), actions, proceedings and liabilities of whatsoever nature arising from or incurred by the Company, the Administrator and/or the Registrar in connection with any failure by the Applicant to comply with the provisions set out above.

12.  Miscellaneous

12.1  The rights and remedies of the Joint Bookrunners and the Company under these terms and conditions are in addition to any rights and remedies which would otherwise be available to each of them and the exercise or partial exercise of one will not prevent the exercise of others.

12.2  On application, if an applicant is an individual, the Applicant may be asked to disclose his or her nationality. If an Applicant is a discretionary fund manager, that Applicant may be asked to disclose in writing or orally the jurisdiction in which its funds are managed or owned. All documents provided in connection with the Tap Issue will be sent at the Applicant's risk. They may be returned by post to such Applicant at the address notified by such Applicant to the relevant Joint Bookrunner.

12.3  Each Applicant agrees to be bound by the Articles (as amended from time to time) once the relevant New Ordinary Shares, which the Applicant has agreed to subscribe for have been acquired by the Applicant. The contract to acquire New Ordinary Shares under the Tap Issue will be governed by, and construed in accordance with, the laws of England and Wales.  For the exclusive benefit of the Joint Bookrunners, the Company and the Investment Manager, each Applicant irrevocably submits to the jurisdiction of the courts of England and Wales and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum. This does not prevent an action being taken against an Applicant in any other jurisdiction.

12.4  In the case of a joint agreement to apply for New Ordinary Shares under the Tap Issue, references to an "Applicant" in these terms and conditions are to each of the Applicants who are a party to that joint agreement and their liability is joint and several.

12.5  The Joint Bookrunners and the Company expressly reserve the right to modify the Tap Issue (including, without limitation, the timetable and settlement) at any time before allocations are determined.

12.6  The agreement to settle an Applicant's subscription of New Ordinary Shares (and/or the subscription of a person for whom such Applicant is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the New Ordinary Shares in question. Such agreement is subject to the representations, warranties and further terms above and assumes, and is based on the warranty from each Applicant that the New Ordinary Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the New Ordinary Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other dealing in the New Ordinary Shares, stamp duty or stamp duty reserve tax or other similar taxes may be payable, for which neither the Company nor the Joint Bookrunners will be responsible and the Applicant to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Tap Issue as an agent or nominee) the allocation, allotment, issue or delivery of New Ordinary Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company, the Joint Bookrunners and their respective affiliates in the event that any of the Company and/or the Joint Bookrunners have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Applicant should seek its own advice and notify the relevant Joint Bookrunner accordingly.

13.  Definitions

For the purposes of this Appendix:

" Administrator "	means Aztec Financial Services (UK) Limited;
" CRS "	means the OECD's Common Reporting Standard;
" EU AIFM Delegated Regulation "	means the Commission Delegated Regulation (EU) No 231/2013 of 19 December 2012 supplementing Directive 2011/61/EU of the European Parliament and of the Council with regard to exemptions, general operating conditions, depositaries, leverage, transparency and supervision;
" EU AIFM Directive "	means Directive 2011/61/EU of the European Parliament and of the Council of 8 June 2011 on Alternative Investment Fund Managers and amending Directives 2003/41/EC and 2009/65/EC and Regulations (EC) No 1060/2009 and (EU) No 1095/2010, and the EU AIFM Delegated Regulation;
" EU GDPR "	means the General Data Protection Regulation (EU) 2016/679;
" EU Market Abuse Regulation "	means Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse and repealing the Directive of the European Parliament and of the Council of 28 January 2003 and Commission Directives 2003/124/EC, 2003/ 125/EC and 2004/72/EC;
" EU PRIIPs Regulation "	means Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) and its implementing and delegated acts;
" EU Prospectus Regulation "	means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC;
" Registrar "	means Link Asset Services;
" UK AIFMD Laws "	means (i) the Alternative Investment Fund Managers Regulations 2013 (SI 2013/1773) and any other implementing measure which operated to transpose the EU AIFM Directive into UK law before 31 January 2020 (as amended from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328)); and (ii) the UK versions of the EU AIFM Delegated Regulation and any other delegated regulations in respect of the EU AIFM Directive, each being part of UK law by virtue of the European Union (Withdrawal) Act 2018, as further amended and supplemented from time to time including by the Alternative Investment Fund Managers (Amendment) (EU Exit) Regulations 2019 (SI 2019/328), the Technical Standards (Alternative Investment Funds Management Directive) (EU Exit) Instrument 2019 (FCA 2019/37) and the Exiting the European Union: Specialist Sourcebooks (Amendments) Instrument 2019 (FCA 2019/25);
" UK GDPR "	means the UK version of the EU GDPR which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Data Protection, Privacy and Electronic Communications (Amendments etc.) (EU Exit) Regulations 2019 (SI 2019/419);
" UK MAR "	means the UK version of the EU Market Abuse Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Market Abuse (Amendment) (EU Exit) Regulations 2019 (SI 2019/ 310);
" UK MiFID Laws "	means the regulations implementing MiFID II and the UK version of Regulation (EU) No 600/2014 of the European Parliament, which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, in each case as amended and supplemented from time to time;
" UK PRIIPs Laws "	means the UK version of the EU PRIIPs Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented from time to time including by the Packaged Retail and Insurance-based Investment Products (Amendment) (EU Exit) Regulations 2019 (SI 2019/403);
" UK Prospectus Regulation "	means the UK version of the EU Prospectus Regulation which is part of UK law by virtue of the European Union (Withdrawal) Act 2018 (as amended and supplemented from time to time (including but, not limited to, by the UK Prospectus Amendment Regulations 2019 and The Financial Services and Markets Act 2000 (Prospectus) Regulations 2019) (SI 2019/1043)); and
" US Investor Letter "	means a letter to be executed by any participant in the Tap Issue who is a U.S. Person.

 

END

 

 

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