Issue of ordinary shares and planned acquisitions

NOT FOR PUBLICATION, RELEASE, OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN, OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS (WITHIN THE MEANING OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 - AS AMENDED).

This Announcement is an advertisement and not a prospectus. This Announcement does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in John Laing Infrastructure Fund Limited (the "Company") or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This Announcement does not constitute a recommendation regarding any securities.

Any investment decision must be made exclusively on the basis of the final prospectus to be published by the Company (the "Prospectus") and any supplement thereto in connection with the admission of new ordinary shares of the Company ("New Shares") to the premium segment of the Official List of the UK Listing Authority and to trading on London Stock Exchange plc's main market for listed securities (the "Admission"). Copies of the Prospectus will be available from the Company's registered office.

7 September 2012

John Laing Infrastructure Fund Limited (the "Company" or "JLIF")

Open Offer, Placing and Offer for Subscription and planned acquisition of new PPP infrastructure investments

Highlights

·; Proposed capital raise of up to c. £60 million (gross) by way of an issue of New Shares at an Issue Price of 106.5 pence per New Share

·; Proceeds of the Issue to be used to partly fund the acquisition of a new portfolio of three assets, being two new operational PPP investments and an increased stake in an existing project, together valued at £71.3 million from John Laing

·; Two assets are located in the UK and one in the Netherlands

·; In line with stated strategy of buying low risk, high quality operational assets and remaining fully seeded

·; If there is a Further Third Party Acquisition, the number of Excess Shares available for subscription will be increased by the value of any such acquisition, up to a further £25 million (gross)

Commenting on today's announcement, Paul Lester, Chairman of JLIF, said:

"JLIF has grown consistently since its launch in November 2010, raising £189 million of additional funds prior to this issue, and investing in a portfolio which has delivered healthy returns to shareholders of 18.2% to the end of August 2012. The buoyant secondary market continues to present a number of exciting prospects for the fund, and the proposed capital raise will position us to better take advantage of the opportunities available.

The new acquisitions announced today meet the investment criteria of the Group, and complement our existing 35 high quality, low risk projects, allowing us to continue to deliver a stable and secure income to our investors."

Summary

·; JLIF today announces an Open Offer, Placing and Offer for Subscription in relation to the issue of up to 56,739,261 New Shares at an Issue Price of 106.5 pence per share

o Issue Price represents a discount of 1.4% to the Closing Share Price as at 6 September 2012 (being the latest practicable date prior to this Announcement)

o Issue Price represents a premium of 3.2% to the NAV per Existing Ordinary Share of 103.2p (as at 31 August 2012 adjusted for the 3p dividend as the shares traded ex dividend on 5 September 2012)

·; The Open Offer is fully pre-emptive on the basis of 1 New Share for every 8 Existing Ordinary Shares held on the Record Date

·; The issue proceeds will be used to partly fund the acquisition of a new portfolio of three projects to be acquired from the John Laing Group (John Laing plc and its subsidiaries), all of which are operational and aligned to the characteristics of the Current Portfolio, valued at £71.3 million (the "New Portfolio")

o Remainder of the consideration will be met using JLIF's existing cash resources

·; The assets in the New Portfolio are:

o A 37.5% shareholding in Pembury Hospital, England;

o A 40% shareholding in Kromhout Barracks, Netherlands;

o A 50% shareholding in Forth Valley Hospital, Scotland.

·; The acquisition of the New Portfolio will take the total number of PPP assets in the JLIF portfolio to 37 with the additional stake in Forth Valley Hospital taking JLIF's ownership to 100%

·; John Laing Investments Limited, which holds approximately 62.5 million Existing Ordinary Shares has undertaken not to subscribe for its Open Offer Entitlement of approximately 7.8 million New Shares

o At least 7.8 million New Shares will be available under the Excess Application Facility, the Offer for Subscription and the Placing

·; If there is a Further Third Party Acquisition, the number of Excess Shares available for subscription (on a non pre-emptive basis) will be increased by the value of any Further Third Party Acquisition, up to a further £25 million (gross)

o A Further Third Party Acquisition will arise where the Fund is granted exclusivity status or preferred bidder status in relation to or acquiring either of the following projects in accordance with the Fund's stated investment policy: (i) a UK PPP accommodation project or portfolio of projects or (ii) a UK PPP transport project or portfolio of projects ((i) and (ii) having an aggregate value of up to £25 million, and such acquisition being announced by 5pm on the business day prior to the closing of the Placing)

·; John Laing Investments Limited has also notified JLIF that it wishes to place up to 28,037,383 Existing Ordinary Shares in a separate secondary placing. The purpose of the secondary placing is to provide John Laing with increased financial resources to expand its portfolio of investments many of which, such as the recent Intercity Express Programme project, will be expected to ultimately fall into the pipeline of new projects which JLIF may acquire in future years

o If the secondary placing does take place, it is expected to occur within a period of three days after the announcement of the results of the Issue. John Laing Investments Limited has irrevocably undertaken not to offer any of its Shares pursuant to the secondary placing at a price of less than the Issue Price

·; J.P. Morgan Cazenove is acting as sole sponsor and sole bookrunner to the Issue.

Expected timetable:

The dates and times specified above and mentioned throughout this Announcement are subject to change. In particular the Directors may, with the prior approval of J.P. Morgan Cazenove, postpone the closing time and date for the Open Offer, Placing and Offer for Subscription by up to two weeks. In the event that such date is changed, the Company will notify investors who have applied for New Shares of changes to the timetable by the publication of an announcement through a Regulatory Information Service.

For further information, please contact:

John Laing Infrastructure Fund 020 7901 3326

David Marshall

Andrew Charlesworth

J.P. Morgan Cazenove 020 7742 4000

Christopher Nicholls

Edward Gibson-Watt

RLM Finsbury 020 7251 3801

Faeth Birch

Philip Walters

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at: www.Hemscott.com/nsm.do. Terms used in this Announcement shall have the same meaning as set out in the Prospectus.

Copies of the Prospectus will be available for collection at the Company's registered office and JLCM's registered office, which are respectively situated at:

John Laing Infrastructure Fund Limited

Heritage HallP.O. Box 225

Le Marchant Street

St Peter Port

Guernsey GY1 4HY

Channel Islands

John Laing Capital Management Limited

1 Kingsway

London

WC2B 6AN

United Kingdom

The contents of this Announcement, which have been prepared by and are the sole responsibility of the Company, have been approved solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000 by John Laing Capital Management Limited of 1 Kingsway, London WC2B 6AN United Kingdom ("JLCM").

JLCM is authorised and regulated in the United Kingdom by the FSA, and is acting exclusively for the Company and no-one else in connection with the Issue and will not regard any other person (whether or not a recipient of this Announcement) as a client in relation to the Issue and will not be responsible to anyone other than the Company for providing the protections afforded to its clients nor for giving advice in relation to the Issue, the contents of this Announcement, or any transaction or arrangements referred to in this Announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed by FSMA or the regulatory regime established thereunder, none of JLCM or any of its respective affiliates or any of its directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this Announcement (or whether any information has been omitted from this Announcement) or any other information relating to the Company, its subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this Announcement or its contents or otherwise arising in connection therewith.

This Announcement does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for shares in any jurisdiction. Any such offer will be made pursuant to the Prospectus which will be available from the offices of John Laing Infrastructure Fund Limited (Heritage Hall, P.O. Box 225, Le Marchant Street, St Peter Port, Guernsey GY1 4HY) and John Laing Capital Management Limited (1 Kingsway, London, WC2B 6AN). In particular, this Announcement is not for distribution, directly or indirectly, in or into the United States, Canada, Australia, Japan, South Africa or any other jurisdiction where local law or regulations may result in a risk of civil, regulatory, or criminal exposure or prosecution if information or documentation concerning the Issue or this Announcement is sent or made available to a person in that jurisdiction (a "Restricted Jurisdiction"), or to any resident of the United States, Canada, Australia, Japan, South Africa or any other Restricted Jurisdiction or to any U.S. Person as defined in Regulation S of the US Securities Act of 1933, as amended (the "Securities Act"). Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

The New Shares have not been, and will not be, registered under the Securities Act or under any of the relevant securities laws of any state of the United States. Accordingly the New Shares may not be offered, sold or delivered directly or indirectly in or into the United States. The New Shares have not been, and will not be, registered under any of the relevant securities laws of Canada, Australia, Japan or South Africa. Accordingly, unless an exemption under such act or laws is applicable, the New Shares may not be offered, sold or delivered directly or indirectly in or into Canada, Australia, Japan or South Africa.

This Announcement does not constitute a recommendation concerning the Issue. All investments are subject to risk, including the loss of the principal amount invested or to any U.S. Person. Past performance is no guarantee of future returns. You should always seek expert legal, financial, tax and other professional advice before making any investment decision. This Announcement includes statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements include, without limitation, statements typically containing words such as "believes", "considers", "intends", "expects", "anticipates", "targets", "estimates", "will", "may", or "should" and words of similar import.

By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Certain important factors could cause actual results or outcomes to differ materially from those expressed in forward-looking statements. Given these risks and uncertainties, potential investors should not place undue reliance on forward-looking statements as a prediction of actual results.

No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility is or will be accepted by J.P. Morgan Securities plc. (which conducts its UK investment banking business as J.P. Morgan Cazenove) or by any of its affiliates or agents as to, or in relation to, the accuracy and completeness of this Announcement or any other written or oral information made available publicly to any interested party or its advisers, and any liability therefor is expressly disclaimed.

J.P. Morgan Cazenove, which is authorised and regulated in the United Kingdom by the FSA, is acting exclusively for the Company and is not advising any other person or treating any other person as its customer in relation to the Issue or to the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of J.P. Morgan Cazenove or for affording advice in relation to the Issue.

APPENDIX: FURTHER DETAILS OF THE PLACING

THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL OR TO U.S. PERSONS. THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE INCLUDING IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR TO U.S. PERSONS.

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THE TERMS AND CONDITIONS OF THE PLACING SET OUT IN THIS APPENDIX ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS (WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AS AMENDED BY DIRECTIVE 2010/73/EU, AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE "PROSPECTUS DIRECTIVE"); (B) IN THE UNITED KINGDOM, QUALIFIED INVESTORS WHO ARE PERSONS (I) WHO HAVE 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 (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS APPENDIX AND THE TERMS AND CONDITIONS SET OUT HEREIN MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. PERSONS DISTRIBUTING THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) AND THE TERMS AND CONDITIONS SET OUT HEREIN RELATE IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. THIS ANNOUNCEMENT (INCLUDING THIS APPENDIX) DOES NOT CONSTITUTE AN OFFER OR AN INVITATION TO ACQUIRE OR DISPOSE OF ANY SECURITIES IN THE COMPANY.

REFERENCES IN THIS APPENDIX TO THE PLACING SHARES ARE TO THOSE ORDINARY SHARES NOT TAKEN UP UNDER OR FORMING PART OF THE OPEN OFFER WHICH ARE ALLOCATED TO THE PLACING AFTER THE OPEN OFFER HAS CLOSED, AS DETERMINED BY THE COMPANY FOLLOWING CONSULTATION WITH J.P. MORGAN SECURITIES PLC ("JPMC") AND JOHN LAING CAPITAL MANAGEMENT LIMITED (THE "INVESTMENT ADVISER").

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

Persons who are invited to and who choose to participate in the Placing, by making an oral or written offer to subscribe for Placing Shares (the "Placees"), will be deemed to have read and understood this Announcement (including this Appendix) in its entirety and to be making such offer on the terms and conditions, and to be providing the representations, warranties, acknowledgements, and undertakings contained herein. In particular each such Placee represents, warrants and acknowledges that:

1. it is a Relevant Person (as defined above) and undertakes that it will acquire, hold, manage or dispose of any Placing Shares that are allocated to it for the purposes of its business;

2. in the case of a Relevant Person in a Member State of the European Economic Area which has implemented the Prospectus Directive (a "Relevant Member State"), (i) it is a Qualified Investor, and (ii) in the case of any Placing Shares acquired by it as a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive: (a) the Placing Shares acquired by it in the Placing have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than Qualified Investors or in circumstances in which the prior consent of JPMC and the Company has been given to the offer or resale; or (b) where Placing Shares have been acquired by it on behalf of persons in any Relevant Member State other than Qualified Investors, the offer of those Placing Shares to it is not treated under the Prospectus Directive as having been made to such persons; and

3. it is outside the United States, is not a U.S Person (within the meaning Regulation S ("Regulation S") under the U.S. Securities Act of 1933, as amended (the "Securities Act")), is subscribing for Placing Shares in an "offshore transaction" (within the meaning of Regulation S) and is purchasing the Placing Shares for its own account or is purchasing the Placing Shares for an account with respect to which it exercises sole investment discretion and that it (and any such account) is outside the United States and is not a U.S. Person or it is a dealer or other professional fiduciary in the United States acting on a discretionary basis for non-U.S. beneficial owners (other than an estate or trust), in reliance upon Regulation S.

The Company and JPMC will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This Announcement (including this Appendix) does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United States, Australia, Canada, Japan or South Africa or in any jurisdiction in which such offer or invitation is unlawful (the "Restricted Jurisdictions") and the information contained herein is not for publication or distribution, directly or indirectly, to persons in any Restricted Jurisdiction or to U.S. Persons. No public offer of securities of the Company is being made other than in the United Kingdom.

In particular, the Placing Shares referred to in this Appendix have not been and will not be registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any State securities commission or other regulatory authority in the United States, nor have any of the foregoing authorities passed upon or endorsed the merits of the Placing or the accuracy or adequacy of this Announcement (including this Appendix) or the prospectus to be published by the Company on 7 September 2012 (the "Prospectus"). Any representation to the contrary is a criminal offence in the United States. The Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended, (the "Investment Company Act") and investors will not be entitled to the benefits of the Investment Company Act. Persons receiving this Announcement (including this Appendix) (including custodians, nominees and trustees) must not forward, distribute, mail or otherwise transmit it in or into the United States or to U.S. Persons or use the United States mails, directly or indirectly, in connection with the Placing.

The Placing Shares may not be offered, sold or transferred within the United States. The Placing Shares are being offered and sold outside the United States to persons who are not U.S. Persons in reliance on Regulation S.

The relevant clearances have not been, and nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, and nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of Canada, Australia, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is available) be offered, sold, resold or delivered, directly or indirectly, in or into Canada, Australia, Japan or South Africa or any other jurisdiction outside the United Kingdom.

Neither this Announcement (including this Appendix), the Prospectus nor any other offering or marketing material relating to the Company or the Placing constitutes an issue prospectus pursuant to article 652a of the Swiss Federal Code of Obligations. The Company has not been registered as a foreign collective investment scheme pursuant to article 120 of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006 ("CISA", as amended from time to time) by the Swiss Financial Market Supervisory Authority. Accordingly, neither the New Shares nor any other participation in the Company may be publicly offered or distributed in or from Switzerland and neither this Announcement (including this Appendix), the Prospectus nor any other document or offering material relating to the Company and/or the New Shares may be made available in connection with any such public offering or distribution. New Shares may only be offered and this Announcement (including this Appendix) and the Prospectus may only be distributed in or from Switzerland by way of private placement to "qualified investors" (as defined in the CISA and its implementing ordinance) and/or to a limited circle of other investors, without any public offering.

Persons (including, without limitation, nominees and trustees) who have a contractual or other legal obligation to forward a copy of this Announcement (including this Appendix) should seek appropriate advice before taking any action.

In this Announcement (including this Appendix), unless the context otherwise requires, Placee means a Relevant Person (including individuals, funds or others) on whose behalf a commitment to subscribe for Placing Shares has been given.

Details of the Placing Agreement and the Placing Shares

JPMC has entered into an open offer, placing and offer for subscription agreement (the "Placing Agreement") with the Company and the Investment Adviser under which JPMC has, on the terms and subject to the conditions set out therein, undertaken, as agent for the Company, to use its reasonable endeavours to procure subscribers for the Placing Shares at the Placing Price of 106.5 pence per Placing Share.

The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing issued ordinary shares of 0.01 pence per share in the capital of the Company ("Ordinary Shares"), including the right to receive all dividends and other distributions declared, made or paid on or in respect of such Ordinary Shares after the date of issue of the Placing Shares. The Placing Shares will not rank for the dividend announced in respect of the six month period to 30 June 2012.

The Placing Shares will be issued free of any encumbrance, lien or other security interest.

Application for listing and admission to trading

Application will be made to the Financial Services Authority (the "FSA") for admission of the Placing Shares to the premium segment of the Official List of the UK Listing Authority (the "Official List") and to London Stock Exchange plc for admission to trading of the Placing Shares on its main market for listed securities (together, "Admission"). It is expected that Admission will become effective on or around 5 October 2012 and that dealings in the Placing Shares will commence at that time.

Bookbuild

JPMC will today commence the bookbuilding process in respect to the Placing (the "Bookbuild") to determine demand for participation in the Placing by Placees. This Appendix gives details of the terms and conditions of, and the mechanics of participation in, the Placing.

JPMC and the Company shall be entitled to effect the Placing by such alternative method to the Bookbuild as they may, in their sole discretion, determine.

Participation in, and principal terms of, the Placing

1. JPMC is arranging the Placing as sole bookrunner and agent of the Company.

2. Participation in the Placing will only be available to persons who may lawfully be, and are, invited to participate by JPMC. JPMC and its Affiliates (as defined below) are entitled to enter bids in the Bookbuild as principal.

3. The Placing Shares will be offered at the price of 106.5 pence per Placing Share (the "Placing Price").

4. To bid in the Bookbuild, Placees should communicate their bid by telephone to their usual sales contact at JPMC. Each bid should state the number of Placing Shares which the prospective Placee wishes to subscribe for at the Placing Price. Bids may be scaled down by JPMC on the basis referred to in paragraph 8 below. The number of Placing Shares will not be known until the Open Offer has closed and the Company, following consultation with JPMC and the Investment Adviser, has determined the allocation of Excess Shares between the Excess Application Facility, the Placing and the Offer for Subscription.

5. The Bookbuild is expected to close no later than 12 noon (London time) on 1 October 2012 but may be closed earlier or later at the discretion of JPMC. JPMC may, in agreement with the Company, accept bids that are received after the Bookbuild has closed.

6. A bid in the Bookbuild will be made on the terms and subject to the conditions in this Announcement (including this Appendix).

7. The trade date for the Placing is expected to be 2 October 2012 (the "Trade Date"). On the Trade Date, JPMC will re-contact and confirm orally to Placees the size of their respective allocations and a trade confirmation will be despatched as soon as possible thereafter. JPMC's oral confirmation of the size of allocations and each Placee's oral commitment to accept the same will constitute a legally binding agreement pursuant to which each such Placee will be required to accept the number of Placing Shares allocated to the Placee at the Placing Price and otherwise on the terms and subject to the conditions set out herein and in the Prospectus. Each Placee's obligations will be owed to the Company and to JPMC. Following the oral confirmation referred to above, each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to JPMC, to pay it (or as it may direct) in cleared funds an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe. The Company shall allot such Placing Shares to each Placee following each Placee's payment to JPMC of such amount.

8. Subject to paragraphs 4 and 5 above, JPMC may choose to accept bids, either in whole or in part, on the basis of allocations determined in agreement with the Company and may scale down any bids for this purpose on such basis as JPMC may determine. JPMC may also, notwithstanding paragraphs 4 and 5 above, subject to the prior consent of the Company (i) allocate Placing Shares after the time of any initial allocation to any person submitting a bid after that time and (ii) allocate Placing Shares after the Bookbuild has closed to any person submitting a bid after that time.

9. Except as required by law or regulation, no press release or other announcement will be made by JPMC or the Company using the name of any Placee (or its agent), in its capacity as Placee (or agent), other than with such Placee's prior written consent.

10. Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be acquired pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

11. No commissions will be paid to Placees or by Placees in respect of any Placing Shares.

12. All obligations under the Bookbuild and Placing will be subject to fulfilment or (where applicable) waiver of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Right to terminate under the Placing Agreement".

13. Each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

14. JPMC shall be entitled to effect the Bookbuild and the Placing by such method as it shall in its sole discretion determine. To the fullest extent permissible by law, neither JPMC, nor any holding company of it, nor any subsidiary, branch or affiliate of JPMC (each an "Affiliate") nor any person acting on behalf of any of the foregoing shall have any liability to Placees (or to any other person whether acting on behalf of a Placee or otherwise). In particular, neither JPMC, nor any of its Affiliates nor any person acting on their behalf shall have any liability to Placees in respect of their conduct of the Bookbuild or of such alternative method of effecting the Placing as JPMC and the Company may agree.

15. All obligations of JPMC under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing"

Conditions of the Placing

The Placing is conditional upon the Placing Agreement becoming unconditional and not having been terminated in accordance with its terms. JPMC's obligations under the Placing Agreement are conditional on, inter alia:

(a) not less than 46,948,357 Ordinary Shares being subscribed in aggregate pursuant to the Open Offer, Placing and Offer for Subscription;

(b) the representations and warranties contained in the Placing Agreement being true and accurate and not misleading on and as of the date of the Placing Agreement and at all times before Admission;

(c) in the opinion of JPMC (acting in good faith), the Company and the Investment Adviser having complied with and performed their respective obligations under the Placing Agreement, which in the opinion of JPMC (acting in good faith) are material in the context of the Issue, to the extent that the same fall to be performed before Admission (including, without limitation, delivery of the documents referred to and in accordance with the Placing Agreement);

(d) there not having occurred before Admission any development or event (or any development or event involving a prospective change of which the Company or the Investment Adviser (as the case may be) is aware) which will or is likely to have a material adverse effect on the condition (financial, operational, legal or otherwise), prospects, solvency, liquidity, management, results of operations, financial position, business or general affairs of the Company or any member of its group, or of the Investment Adviser or the John Laing Group as a whole, whether or not arising in the ordinary course of business (whether or not foreseeable at the date of the Placing Agreement) (a "Material Adverse Change");

(e) the Company allotting and issuing, subject only to Admission, the Placing Shares in accordance with the Placing Agreement; and

(f) Admission occurring not later than 8.00am (London time) on 5 October 2012 or such later date as the Company and JPMC may otherwise agree, but not being later than close of business on 21 October 2012.

If (i) any of the conditions contained in the Placing Agreement, including those described above, are not fulfilled or (where applicable) waived by JPMC by the respective time or date where specified (or such later time or date as the Company and JPMC may agree), (ii) any such conditions become incapable of being fulfilled or (iii) the Placing Agreement is terminated in the circumstances specified below, the Placing will lapse and the Placee's rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

JPMC may, at its discretion and upon such terms as it thinks fit, waive compliance by the Company or the Investment Adviser with the whole or any part of any of their respective obligations in relation to the conditions in the Placing Agreement (save that the above condition relating to Admission taking place and the Company's allotment of the Placing Shares may not be waived) or extend in writing the time required for the fulfilment of any such conditions in respect of all or any part of the performance thereof. Any such extension or waiver will not affect Placees' commitments as set out in this Announcement (including this Appendix).

Neither JPMC nor the Company shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision it may make as to whether or not to waive or to extend the time and/or date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of JPMC.

By participating in the Placing, each Placee agrees that its rights and obligations hereunder terminate only in the circumstances described above and under "Right to terminate under the Placing Agreement" below, and will not be capable of rescission or termination by the Placee.

Right to terminate under the Placing Agreement

JPMC is entitled, at any time before Admission, to terminate the Placing Agreement in accordance with the terms of the Placing Agreement in certain circumstances, including if:

(a) in the opinion of JPMC (acting in good faith), the representations and warranties contained in the Placing Agreement are not true and accurate or have become misleading (or would not be true and accurate or would be misleading if they were repeated at any time before Admission) by reference to the facts subsisting at the time when the notice to terminate the Placing Agreement is given; or

(b) in the opinion of JPMC (acting in good faith), the Company or the Investment Adviser fails to comply with any of their respective obligations under the Placing Agreement which in the opinion of JPMC (acting in good faith) is material in the context of the Placing; or

(c) in the opinion of JPMC (acting in good faith), there has been a Material Adverse Change (whether or not foreseeable at the date of the Placing Agreement); or

(d) in the opinion of JPMC (acting in good faith), there has been a force majeure event as specified in the Placing Agreement which would, in the opinion of JPMC (acting in good faith), make it impracticable or inadvisable to proceed with the Issue.

By participating in the Placing, Placees agree that the exercise by JPMC of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of JPMC and that it need not make any reference to Placees and that it shall have no liability to Placees whatsoever in connection with any such exercise.

Prospectus

The Prospectus approved by the UK Listing Authority will be published shortly in connection with the Open Offer, Placing and Offer for Subscription and Admission. A Placee may only rely on the information contained in the Prospectus in deciding whether or not to participate in the Placing.

Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that the Prospectus is exclusively the responsibility of the Company and the persons stated therein as accepting responsibility for the Prospectus and confirms to JPMC, the Company and the Investment Adviser that it has neither received nor relied on any information, representation, warranty or statement made by or on behalf of JPMC (other than the amount of the relevant Placing participation in the oral confirmation given to Placees and the trade confirmation referred to below), any of its Affiliates, any persons acting on its behalf or the Company other than the Prospectus and neither JPMC, nor any of its Affiliates, nor any persons acting on their behalf, nor the Company, nor the Investment Adviser will be liable for the decision of any Placee to participate in the Placing based on any other information, representation, warranty or statement which the Placee may have obtained or received (regardless of whether or not such information, representation, warranty or statement was given or made by or on behalf of any such persons) other than the Prospectus. By participating in the Placing, each Placee acknowledges to and agrees with JPMC for itself and as agent for the Company that, except in relation to the information contained in this Announcement (including this Appendix) and the Prospectus, it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

Registration and Settlement

Settlement of transactions in the Placing Shares (ISIN: GG00B4ZWPH08) following Admission will take place within the CREST system, subject to certain exceptions. JPMC and the Company reserve the right to require settlement for and delivery of the Placing Shares to Placees by such other means that they deem necessary if delivery or settlement is not practicable within the CREST system within the timetable set out in this Announcement (including this Appendix) or would not be consistent with the regulatory requirements in the Placee's jurisdiction.

Each Placee allocated Placing Shares in the Placing will be sent a trade confirmation in accordance with the standing arrangements in place with JPMC stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to JPMC and settlement instructions. Each Placee 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 that it has in place with JPMC. The Company will issue shares on a delivery versus payment basis.

It is expected that settlement will be on 5 October 2012 on a T+3 basis in accordance with the instructions set out in the trade confirmation.

Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above LIBOR as determined by JPMC.

Each Placee is deemed to agree that, if it does not comply with these obligations, JPMC may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for JPMC's account and benefit, an amount equal to the aggregate amount owed by the Placee plus any interest due. The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf. By communicating a bid for Placing Shares, each Placee confers on JPMC all such authorities and powers necessary to carry out any such sale and agrees to ratify and confirm all actions which JPMC lawfully takes in pursuance of such sale.

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

Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK 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 Placing Shares, neither JPMC nor the Company shall be responsible for the payment thereof. Placees will not be entitled to receive any fee or commission in connection with the Placing.

Representations, Warranties and Further Terms

By participating in the Placing each Placee (and any person acting on such Placee's behalf):

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

2. acknowledges that the Ordinary Shares are listed on the premium segment of the Official List of the UK Listing Authority, and the Company is therefore required to publish certain business and financial information in accordance with the rules and practices of the FSA (collectively "Exchange 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 Placee 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;

3. acknowledges that neither JPMC nor the Company nor the Investment Adviser nor any of their respective Affiliates nor any person acting on behalf of any of them has provided, and will not provide it, with any material regarding the Placing Shares or the Company other than this Announcement (including this Appendix); nor has it requested any of JPMC, the Company, any of their Affiliates or any person acting on behalf of any of them to provide it with any such information;

4. acknowledges that the content of this Announcement (including this Appendix) is exclusively the responsibility of the Company and that none of JPMC, its Affiliates or any person acting on JPMC's behalf has or shall have any liability for any information, representation or statement contained in this Announcement (including this Appendix), the Prospectus or any information previously published by or on behalf of the Company (including any Exchange Information) and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement (including this Appendix), the Prospectus or otherwise. Each Placee further represents, warrants and agrees that the only information on which it is entitled to rely and on which such Placee has relied in committing itself to acquire the Placing Shares is contained in this Announcement (including this Appendix), the Prospectus and any Exchange Information, such information being all that it deems necessary to make an investment decision in respect of the Placing Shares and that it has neither received nor relied on any other information given or representations, warranties or statements made by any of JPMC, the Company or the Investment Adviser and neither JPMC nor the Company nor the Investment Adviser will be liable for any Placee's decision to accept an invitation to participate in the Placing based on any other information, representation, warranty or statement, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person. Each Placee further acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in deciding to participate in the Placing;

5. acknowledges that it has not relied on any information relating to the Company contained in any research reports prepared by JPMC, its Affiliates or any person acting on its or any of its Affiliates' behalf and that neither JPMC nor any person acting on behalf of it nor any of its Affiliates has or shall have any liability for any publicly available or filed information (including any Exchange Information) or any information, representation, warranty or statement relating to the Company contained therein or otherwise, provided that nothing in this paragraph excludes the liability of any person for fraudulent misrepresentation made by that person;

6. if in a Member State of the European Economic Area, unless otherwise specifically agreed with JPMC in writing, represents and warrants that it is a Qualified Investor within the meaning of the Prospectus Directive;

7. if in the UK, represents and warrants that it is a Qualified Investor and also a person (i) who has professional experience in matters relating to investments falling with 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;

8. represents and warrants that it is not, and at the time the Placing Shares are acquired will not (unless an exemption under the relevant securities laws is available) be a resident of Australia, Canada, Japan or South Africa, and, each of it and the beneficial owner(s) of the Placing Shares is, and at the time the Placing Shares are acquired will be, acquiring the Placing Shares in an "offshore transaction" in accordance with Rule 903 or Rule 904 of Regulation S under the Securities Act, and has such knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Placing Shares, will not look to JPMC for all or part of any such loss it may suffer, is able to bear the economic risk of an investment in the Placing Shares, is able to sustain a complete loss of the investment in the Placing Shares and has no need for liquidity with respect to its investment in the Placing Shares;

9. if it is a resident of Australia, (a) it (and, if not also the beneficial holder, the beneficial holder) is a person that meets the criteria set out in section 708(11) of the Corporations Act 2001 (Cth), and (b) it does not intend to dispose of the Placing Shares within 12 months of subsciption;

10. if it is a resident of Japan, it (and, if not also the beneficial holder, the beneficial holder) is a "Qualified Institutional Investor" as defined under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948) as amended;

11. if it is a resident of Switzerland, it is a "qualified investor" (as defined in the CISA and its implementing ordinance);

12. represents and warrants that it is, or at the time the Placing Shares are acquired that it will be, the beneficial owner of such Placing Shares, or that the beneficial owner of such Placing Shares is not (unless an exemption under the relevant securities laws is available) a resident of Australia, Canada, Japan or South Africa and that it (i) is not a U.S. Person and is acquiring the Placing Shares for its own account or (ii) is outside the United States and is acquiring the Placing Shares for the account of a non-U.S. Person with respect to which it exercises sole investment discretion or (iii) it is a dealer or other professional fiduciary in the United States acting in reliance upon Regulation S under the Securities Act on a discretionary basis for a non-U.S. Person;

13. represents and warrants that it is not an employee benefit plan as defined in section 3(3) of the United States Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (as amended from time to time, "ERISA") (whether or not subject to the provisions of Title 1 of ERISA) or an individual retirement account as defined in section 408 of the Internal Revenue Code;

14. acknowledges that no action has been or will be taken by any of the Company, JPMC or any person acting on behalf of the Company or JPMC that would, or is intended to, permit a public offer of the Placing Shares in any country or jurisdiction other than the United Kingdom where any such action for that purpose is required;

15. acknowledges that the Placing Shares have not been and will not be registered or qualified for offer and sale nor will a prospectus be cleared in respect of any of the Placing Shares under the securities laws or legislation of any Restricted Jurisdiction and, subject to certain exceptions, may not be offered, sold, or delivered or transferred, directly or indirectly, within those jurisdictions;

16. acknowledges that the Placing Shares have not been and will not be registered under the Securities Act or with any State or other jurisdiction of the United States, nor approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, that the Company has not been registered as an "investment company" under the Investment Company Act and that the Placing Share are being offered and sold on behalf of the Company in "offshore transactions" (within the meaning of Regulation S) to persons who are not U.S. Persons;

17. acknowledges that no representation has been made as to the availability of Rule 144 or any other exemption under the Securities Act for the reoffer, resale, pledge or transfer of the Placing Shares;

18. represents and warrants that neither it nor its affiliates nor any person acting on its or their behalf have engaged or will engage in any "directed selling efforts" (within the meaning of Regulation S) with respect to the Placing Shares in the United States;

19. represents and warrants that the issue to it, or the person specified by it for registration as holder, of Placing Shares will not give rise to a liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that the Placing Shares are not being acquired in connection with arrangements to issue depositary receipts or to transfer Placing Shares into a clearance system;

20. represents and warrants that it has complied with its obligations in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2003, the Terrorism Act 2006, the Money Laundering Regulations 2007 of the UK (SI 2007/2157), The Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Law 1999, the Criminal Justice (Proceeds of Crime) (Bailiwick of Guernsey) Regulations 2007, The Money Laundering (Disclosure of Information) (Guernsey) Law 1995 of Guernsey, each as amended from time to time and/or as supplemented by any other applicable anti-money laundering guidance, regulations or legislation (the "Regulations") and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

21. acknowledges that it is a term of the Placee's participation in the Placing that, to ensure compliance with the Regulations, JPMC may, in its absolute discretion, require verification of identity of it. Pending the provision to JPMC of evidence of identity, definitive certificates for the Placing Shares may be retained and/or the delivery of the Placing Shares into CREST may be delayed, each at JPMC's absolute discretion. JPMC also reserves the right to reject in whole or in part, or to scale down or limit, any participation;

22. acknowledges that pursuant to the Data Protection (Bailiwick of Guernsey) Law 2001 and the Data Protection Act 1998, (the "DP Laws") the Company and/or its administrator (the "Administrator") and/or its registrar (the "Registrar"), may hold personal data (as defined in the DP Law) relating to past and present shareholders and that such personal data held is used by the Administrator and the Registrar to maintain the Company's register of shareholders and mailing lists and this may include sharing data with third parties in one or more of the countries mentioned below when (a) effecting the payment of dividends and redemption proceeds to shareholders and the payment of commissions to third parties and (b) filing returns of shareholders and their respective transactions in shares with statutory bodies and regulatory authorities. Personal data may be retained on record for a period exceeding six years after it is no longer used. The countries referred to immediately above include, but need not be limited to: those in the European Economic Area and any of their respective dependent territories overseas, Argentina, Australia, Canada, Switzerland and the United States. By becoming registered as a holder of Placing Shares, a person becomes a data subject (as defined in each of the DP Laws) and is deemed to have consented to the processing by the Company, the Administrator and/or the Registrar of any personal data relating to them in the manner described above;

23. acknowledges that the Company is a registered closed-ended collective investment scheme established pursuant to the Registered Collective Investment Scheme Rules 2008 published by the Guernsey Financial Services Commission (the "Commission") and that, as such, it may not be offered directly to the public in Guernsey otherwise than by an entity appropriately licensed under The Protection of Investors (Bailiwick of Guernsey) Law, 1987, as amended. It is further acknowledged that the Commission has not reviewed this Announcement (including this Appendix) or the Prospectus or granted any form of authorisation or consent in respect of their publication or the Placing and that, accordingly, the Commission has no responsibility for the financial soundness of the Company or for the correctness of any of the statements made or opinions expressed with regard to it;

24. if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, represents and warrants that the Placing Shares purchased by it in the Placing 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 Relevant Member State other than Qualified Investors (within the meaning of the Prospectus Directive), or in circumstances in which the prior consent of JPMC has been given to the offer or resale;

25. represents and warrants that 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 Placing 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 the Financial Services and Markets Act 2000 ("FSMA");

26. represents and warrants that it has not offered or sold and will not offer or sell any Placing Shares to persons in the European Economic Area 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 of the European Economic Area within the meaning of the Prospectus Directive;

27. represents and warrants that it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) relating to the Placing Shares in circumstances and in a manner in which section 21(1) of the FSMA does not require approval of the communication by an authorised person;

28. represents and warrants that it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

29. represents and warrants that (i) it and any person on whose behalf it is acting is entitled to acquire the Placing Shares under the laws of all relevant jurisdictions; (ii) it has paid any issue, transfer or other taxes due in connection with its participation in the Placing; (iii) that it (and/or any such person) has fully observed such laws; (iv) it (and any such person) has all necessary capacity and has obtained all necessary consents and authorities to enable it to commit to its participation in the Placing and to perform its obligations in relation thereto (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement (including this Appendix)) and will honour such obligations; and (v) it has not taken any action which will or may result in the Company, JPMC, the Investment Adviser, any of their respective Affiliates or any person acting on their behalf being in breach of the legal and/or regulatory requirements of any territory in connection with the Placing;

30.undertakes that it (and any person on whose behalf it is acting) will make payment for the Placing Shares allocated to it in accordance with this Announcement (including this Appendix) on the due time and date set out in the trade confirmation against delivery of such Placing Shares, failing which the relevant Placing Shares may be placed with other subscribers or sold as JPMC may in its sole discretion determine and without liability to such Placee and that it will remain liable for any shortfall below the net proceeds of such sale and the placing proceeds of such Placing Shares and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties due pursuant to the terms set out or referred to in this Announcement (including this Appendix)) which may arise upon the sale of such Placee's Placing Shares on its behalf;

31. acknowledges that its allocation (if any) of Placing Shares will represent a maximum number of Placing Shares which it will be entitled, and required, to subscribe for, and the Company may call upon it to subscribe for a lower number of Placing Shares (if any), but in no event in aggregate more than the aforementioned maximum;

32. acknowledges that none of JPMC, nor any of its Affiliates, nor any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that participation in the Placing is on the basis that it is not and will not be a client of JPMC and that JPMC has no duties or responsibilities to it for providing the protections afforded to its clients or customers or for providing advice in relation to the Placing nor in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement nor for the exercise or performance of any of its rights and obligations thereunder including any rights to waive or vary any conditions or exercise any termination right;

33. undertakes that the person whom it specifies for registration as holder of the Placing Shares will be (i) itself or (ii) its nominee, as the case may be. Neither JPMC nor the Company will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement. Each Placee and any person on whose behalf it is acting agrees to participate in the Placing and it agrees to indemnify the Company and JPMC in respect of the same on the basis that the Placing Shares will be allotted to the CREST stock account of JPMC who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

34. acknowledges that any agreements entered into by it pursuant to these terms and conditions and any non-contractual obligations arising out of or in connection with such agreements shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company or JPMC in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

35. agrees that the Company, JPMC and their respective affiliates and others will rely upon the truth and accuracy of the foregoing representations, warranties, acknowledgements and undertakings which are given to JPMC on its own behalf and on behalf of the Company and are irrevocable;

36. agrees to indemnify on an after tax basis and hold the Company, JPMC 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 representations, warranties, acknowledgements, agreements and undertakings in this Announcement (including this Appendix) and further agrees that the provisions of this Announcement (including this Appendix) shall survive after completion of the Placing;

37. represents and warrants that it has independently made its own analysis and decision with regard to its commitment to subscribe for Placing Shares;

38. acknowledges that its commitment to subscribe for Placing Shares on the terms set out herein and in the trade confirmation will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to JPMC's or the Company's conduct of the Placing;

39. acknowledges that the Placing Shares will be issued and/or transferred subject to the terms and conditions set out in this Announcement (including this Appendix) and otherwise as stated in the Prospectus; and

40. acknowledges that the basis of allocation will be determined by the Company (following consultation with JPMC and the Investment Adviser) at its absolute discretion. The right is reserved to reject in whole or in part and/or scale back any participation in the Placing.

The representations, warranties, acknowledgments and undertakings contained in this Announcement (including this Appendix) are given to JPMC for itself and on behalf of the Company and are irrevocable.

The agreement to settle a Placee's subscription of the Placing Shares (and/or the subscription of a person for whom such Placee 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 Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to issue or transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement related to any other dealing in the Placing Shares, stamp duty or stamp duty reserve tax may be payable, for which neither the Company nor JPMC will be responsible and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing 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 and JPMC in the event that any of the Company and/or JPMC has incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify JPMC accordingly.

In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the UK by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

Each Placee, and any person acting on behalf of the Placee, acknowledges that JPMC does not owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement and that such representations, warranties, undertakings and indemnities are not given for the benefit of any Placee.

Each Placee and any person acting on behalf of the Placee acknowledges and agrees that JPMC or any of its Affiliates may, at its absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

When a Placee or person acting on behalf of the Placee is dealing with JPMC, any money held in an account with JPMC on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FSA made under the FSMA. The Placee acknowledges that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from JPMC's money in accordance with the client money rules and will be used by JPMC in the course of its own business and the Placee will rank only as a general creditor of JPMC.

All times and dates in this Announcement (including this Appendix) may be subject to amendment, and Placees' commitments, representations and warranties are not conditional on any of the expected times and dates in this Announcement (including this Appendix) being achieved. JPMC shall notify the Placees and any person acting on behalf of the Placees of any changes.

The rights and remedies of JPMC 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 or partial exercise of one will not prevent the exercise of others.

This Announcement (including this Appendix) has been issued by the Company and is the sole responsibility of the Company.