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

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

19 September 2018

RECOMMENDED CASH ACQUISITION

of

JOHN LAING INFRASTRUCTURE FUND LIMITED ("JLIF" or the "Company")

(a registered closed-ended investment company limited by shares incorporated in Guernsey with company number 52256)

by

JURA ACQUISITION LIMITED ("Bidco")

(a newly formed company owned by a consortium jointly-led by funds managed by Dalmore Capital Limited and funds managed by Equitix Investment Management Limited)

to be effected by means of a Scheme of Arrangement

under Part VIII of the Companies (Guernsey) Law, 2008 (as amended)

Offer Update

On 3 August 2018, the boards of directors of John Laing Infrastructure Fund Limited ("JLIF") and Jura Acquisition Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued ordinary share capital of JLIF (the "Offer") (the "Announcement").

Under the terms of the Offer, Scheme Shareholders will be entitled to receive 142.5 pence in cash for each Scheme Share. In addition to the consideration payable in connection with the Offer, JLIF Shareholders, who held shares on the dividend record date of 7 September 2018, will also be entitled to receive the payment of a dividend of 3.57p for each JLIF Share for the six-month period ended 30 June 2018 (the "Pre-Close Dividend").

The terms of the Offer (including the Pre-Close Dividend) value each JLIF Share at 146.07 pence per share and JLIF's entire issued and to be issued ordinary share capital at approximately £1,448 million.

The board of JLIF confirms that since the Announcement it has not received any competing proposals from any third party potential offerors and is not currently in discussions with any third party regarding a competing proposal.

The JLIF Directors, who have been so advised by J.P. Morgan Cazenove and Rothschild as to the financial terms of the Offer, consider the terms of the Offer to be fair and reasonable. Rothschild is providing independent financial advice to the JLIF Directors for the purposes of Rule 3 of the Code. In providing their advice to the JLIF Directors, J.P. Morgan Cazenove and Rothschild have taken into account the commercial assessments of the JLIF Directors.

Accordingly, and noting the announcement today by Bidco confirming that its offer of 142.5 pence in cash for each JLIF Share is final and the offer price will not be increased, the JLIF Directors continue to recommend unanimously that JLIF Shareholders vote or procure votes in favour of the resolutions relating to the Scheme at the Meetings.

It is intended that the Offer will be implemented by way of a Court-sanctioned scheme of arrangement under Part VIII of the Companies Law of Guernsey (the "Scheme"). The Scheme will require approval at a meeting of Scheme Shareholders convened by order of the Court to be held at the offices of Mourant Ozannes, Royal Chambers, St. Julian's Avenue, St Peter Port, Guernsey GY1 4HP, Channel Islands at 12.00pm on Monday 24 September 2018. Implementation of the Scheme will also require the passing of a Special Resolution by JLIF Shareholders at the General Meeting to be held at the same place at 12.20pm on 24 September 2018 (or as soon thereafter as the Court Meeting has concluded or been adjourned).

Terms used in this announcement shall have the same meaning given to them in the Scheme document, unless otherwise defined.

Enquiries:

J.P. Morgan Cazenove (Lead Financial Adviser to JLIF)                                 020 7742 4000

Edward Gibson-Watt

Adam Laursen

Oliver Kenyon

Henry Capper

Rothschild (Financial Adviser to JLIF)                                                             020 7280 5000

John Deans

Jessica Dale

Finsbury (PR Adviser to JLIF)                                                                           020 7251 3801

Faeth Birch

Philip Walters

James Kavanagh

This Announcement contains Inside Information as defined under the Market Abuse Regulation (EU) No. 596/2014.

Further information

J.P. Morgan Securities plc, which conducts its U.K. investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the PRA and regulated by the PRA and the FCA. J.P. Morgan Cazenove is acting as financial adviser exclusively for JLIF and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than JLIF for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, or for providing advice in relation to any matter referred to herein.

N.M. Rothschild & Sons Limited ("Rothschild"), which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for JLIF and for no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters set out in this Announcement and will not be responsible to anyone other than JLIF for providing the protections afforded to clients of Rothschild, nor for providing advice in relation to any matter referred to in this Announcement.

Important notice

This Announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this Announcement or otherwise.

This Announcement does not constitute a prospectus or a prospectus equivalent document.

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom or Guernsey may be restricted by the laws of those jurisdictions and therefore persons who are subject to the laws of any jurisdiction other than the England and Wales or Guernsey into whose possession this Announcement comes should inform themselves about and observe such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws of any such jurisdiction.

This Announcement has been prepared in connection with proposals in relation to a scheme of arrangement pursuant to and for the purpose of complying with Guernsey law, the laws of England and Wales, the Code and the Listing Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England and Wales and Guernsey. Nothing in this Announcement should be relied on for any other purpose.

The Acquisition relates to the shares in a Guernsey company and is proposed to be made by means of a scheme of arrangement or takeover offer, as applicable, provided for under the laws of Guernsey. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable to schemes of arrangement involving a target company in Guernsey listed on the London Stock Exchange, which differ from the requirements of US proxy solicitation or tender offer rules. However, Bidco reserves the right, subject to the prior consent of the Panel and subject to the terms of the Co-operation Agreement, to elect to implement the Acquisition by means of a Takeover Offer for the entire issued and to be issued share capital of JLIF, as an alternative to the Scheme. If Bidco were to elect to implement the Acquisition by means of a Takeover Offer, it shall be made in compliance with all applicable laws and regulations. Such a Takeover Offer would be made in the United States by Bidco and no one else. In addition to any such Takeover Offer, Bidco, certain affiliated companies or their nominees or brokers (acting as agents) may, in accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Exchange Act, make certain purchases of, or arrangements to purchase, JLIF Shares outside such a Takeover Offer during the period in which such a Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Such purchases or arrangements to purchase may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK and Guernsey, will be reported to the Regulatory Information Service of the London Stock Exchange and will be available on the London Stock Exchange website at www.londonstockexchange.com. 

Neither the SEC nor any US state securities commission has expressed an opinion about: (a) the Scheme or the Acquisition; (b) the merits or fairness of the Scheme or the Acquisition; or (c) the adequacy or accuracy of the disclosure in this Announcement and it is an offence in the United States to claim otherwise.

Further details in relation to Overseas Shareholders are contained in paragraph 11 of Part 2 of the Scheme Document. All JLIF Shareholders or other persons (including nominees, trustees and custodians) who would otherwise intend to or may have a contractual or legal obligation to forward this Announcement to a jurisdiction outside the United Kingdom and Guernsey should refrain from doing so and seek appropriate professional advice before taking any action.

No person has been authorised to make any representations on behalf of JLIF or Bidco concerning the Acquisition which are inconsistent with the statements contained in this Announcement and the Scheme Document and any such representations, if made, may not be relied upon as having been so authorised.

Each JLIF Shareholder is advised to read and consider carefully the text of the Scheme itself. The Scheme Document, and in particular the letter from the Chairman of JLIF and the Explanatory Statement, has been prepared solely to assist Scheme Shareholders in respect of voting on the resolution to approve the Scheme to be proposed at the Court Meeting and to assist JLIF Shareholders in respect of voting on the Special Resolution to be proposed at the General Meeting.

JLIF Shareholders should not construe the contents of this Announcement as legal, tax or financial advice and should consult with their own advisers as to the matters described in this Announcement.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and service of this Announcement shall not give rise to any implication that there has been no change in the facts set forth in this Announcement since such date.

Forward-looking statements

This Announcement contains certain forward-looking statements with respect to the Consortium, Bidco and JLIF. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as, without limitation, "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "aim", "will", "may", "hope", "continue", "would", "could" or "should" or other words of similar meaning or the negative thereof. Forward-looking statements include, but are not limited to, statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects, (ii) business and management strategies and the expansion and growth of the operations of Bidco or JLIF, and (iii) the effects of government regulation on the business of Bidco or JLIF. There are many factors which could cause actual results to differ materially from those expressed or implied in forward looking statements. Among such factors are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or disposals. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Except as expressly provided in this Announcement, they have not been reviewed by the auditors of the Consortium, Bidco or JLIF. By their nature, these forward-looking statements involve known and unknown risks, uncertainties because they relate to events and depend on circumstances that will occur in the future. The factors described in the context of such forward-looking statements in this Announcement may cause the actual results, performance or achievements of any such person, or industry results and developments, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and persons reading this Announcement are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of this Announcement. None of the Consortium, Bidco, JLIF, nor their respective members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur. No forward-looking or other statements have been reviewed by the auditors of the Consortium, Bidco or JLIF.

None of the Consortium, Bidco, JLIF or their respective members, directors, officers, employees, advisers and any person acting on behalf of one or more of them undertakes any intention or obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. All subsequent oral or written forward-looking statements attributable to the Consortium, Bidco or JLIF or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above.

No member of the Consortium, nor the JLIF Group, nor any of their respective associates, directors, officers, employees or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

Disclosure requirements of the Code

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

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

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day (as defined in the Code) following the date of the relevant dealing.

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

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

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

Information relating to JLIF Shareholders

Please be aware that addresses, electronic addresses and certain other information provided by JLIF Shareholders, persons with information rights and other relevant persons for the receipt of communications from JLIF may be provided to the Consortium and Bidco during the Offer Period as required under Section 4 of Appendix 4 of the Code in order to comply with Rule 2.11(c) of the Code.

No profit forecasts or estimates

No statement in this Announcement is intended as a profit forecast or estimate for Bidco, any member of the Consortium or JLIF for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per JLIF Share for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per JLIF Share.

Publication on website

A copy of this Announcement and the documents required to be published pursuant to Rule 26.1 and Rule 26.3 of the Code will be made available (subject to certain restrictions relating to persons resident in Restricted Jurisdictions) free of charge, on JLIF's website at www.jlif.com/investors/possibleoffer  and on the Consortium's website at www.jlifoffer.com  by no later than 12 noon on the Business Day following the date of this Announcement.

Neither the contents of these websites nor the content of any other website accessible from hyperlinks on such websites is incorporated into, or forms part of, this Announcement.

Requesting hard copy documents

JLIF Shareholders may request a hard copy of this Announcement (and any information incorporated into it by reference to another source in this Announcement) by contacting the Registrar, Link Market Services (Guernsey) Limited, at c/o Link Market Services Limited, 34 Beckenham Road, Beckenham, Kent BR3 4TU, or on 0871 664 0300 (calls cost 12 pence per minute plus network extras, lines are open 9.00 a.m. to 5.30 p.m. Monday to Friday) or on +44 (0)371 664 0300 (if calling from outside the U.K.). JLIF Shareholders may also request that all future documents, announcements and information sent to that person in relation to the Offer should be in hard copy form. A hard copy of such documents, announcements (including this Announcement) and information will not be sent unless such a request is made.

Rounding

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

END