Proposed amendments to investment policy

21 January 2014

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

Proposed amendments to investment policy

Proposed related party transaction

and

Notice of Extraordinary General Meeting

Highlights

· Amendments to the Company's investment policy to provide greater optionality and flexibility in investment decisions

· A new First Offer Agreement with John Laing plc, allowing JLIF to take advantage of attractive additional investment opportunities

The Board of JLIF today announces proposed changes to JLIF's investment policy, to ensure it captures a broader range of opportunities in the future, and to its First Offer Agreement with John Laing plc ("John Laing"), which will allow it to source a larger pool of assets in order to continue to meet the Company's investment objective.

In particular, the Board proposes (the "Proposals") to:

· amend the Company's investment policy to increase the limit on Investment Capital in projects under construction from 15 per cent. to 30 per cent. of the Total Assets of the Fund;

· amend the Company's investment policy to allow the Company to acquire infrastructure assets, comprising up to 10 per cent. of Total Assets, that are not government-backed PPP assets but have substantially the same risk profile and characteristics as PPP projects;

· enter into the New FOA with John Laing to include the Rail Assets, such as the landmark InterCity Express Project in the UK, and to amend the existing First Offer Agreement to exclude waste assets, resulting in a net increase in the pipeline from John Laing of approximately £115 million over the next six years; and

· amend the Company's investment policy to reflect certain consequential changes which are required as result of the New FOA and the Amended Existing FOA being adopted.

Since its launch in 2010, JLIF has made solid progress against its investment objective and performance has been very strong, returning 34 per cent in total shareholder return to 17 January 2014. The investment portfolio has tripled in size in three years, and key to this growth is the ability to source and acquire suitable low risk infrastructure assets.

Commenting on the Proposals, Paul Lester, Chairman of JLIF, said:

"Our announcement this morning marks another exciting step for JLIF. While we remain confident of asset flow in the near future, the proposed changes to our pipeline and investment policy will ensure JLIF is best positioned to continue to capture carefully selected opportunities, and will provide greater optionality and flexibility in investment decisions. This will help JLIF to capitalise on evolving changes taking place in the infrastructure market worldwide, giving the fund access to opportunities that would otherwise have been missed, and help JLIF to continue to drive value for shareholders."

A circular (the "Circular") is being sent to Shareholders today to convene an Extraordinary General Meeting of the Company on 7 February 2014, as well as being made available on the Company's website (http://www.jlif.com). The Extraordinary General Meeting is being called in order to seek Shareholder approval of the Proposals. Since the proposed amendments to the Company's investment policy are considered by the Board to be material changes and the proposed changes to the First Offer Agreement will constitute a related party transaction, they will each accordingly require approval of the Shareholders under the Listing Rules.

BACKGROUND TO THE PROPOSALS

Since JLIF launched in November 2010, it has raised £525 million of primary equity capital and grown its portfolio to 52 infrastructure PPP projects. In addition JLIF has substantially increased its presence in the secondary market; for example, in the period since January 2012, 54 per cent. of acquisitions by investment value have originated from vendors other than John Laing. As at 17 January 2014 (the latest practicable date prior to the publication of this announcement), JLIF had a market capitalisation of £891.2 million and a total shareholder return since launch of 34 per cent.

The Board, working with the Investment Adviser, has been considering the longer-term strategy of JLIF and in particular the supply of future infrastructure assets to acquire. The Board has concluded that:

● JLIF has been precluded from bidding for certain infrastructure assets due to certain restrictions in its investment policy. For example, a significant portfolio of high quality, low risk assets became available to the market recently, however JLIF was prevented from bidding as the proportion of assets in the later stages of construction exceeded JLIF's current investment policy limit.

● The traditional PPP model is changing in certain ways, driven by the evolving nature of the global infrastructure market, such as PF2 in the UK, and the new terms and conditions for appropriate infrastructure assets might not be strictly eligible under the current definition of PPP projects in JLIF's investment policy.

● The current pipeline of projects that fit the criteria within the First Offer Agreement with John Laing is limited over the next three years and tailing off thereafter.

The Board is aware that John Laing wishes to exclude waste assets from the First Offer Agreement as it is seeking to sell waste assets to a new fund to be managed by John Laing Capital Management through a separate and independent team.

If the Amended Existing FOA and the New FOA are approved, the Company expects that its pipeline with John Laing, for those assets which John Laing owns, will be approximately £400 million over the next six years.

The Board believes that the Proposals would be beneficial to the Company and its Shareholders as they will:

● allow JLIF to take advantage of attractive investment opportunities in portfolios of projects which have begun to emerge and would otherwise be missed;

● provide greater options and flexibility in investment decisions to capitalise on evolving changes taking place in the global infrastructure market;

● significantly strengthen the pipeline with the addition of the Rail Assets, part of an attractive PPP sector with long-term opportunities; and

● create further value for Shareholders.

The Board is confident that there remains sufficient asset flow in the near future. While there are no immediate opportunities the Board has identified, with these changes to the Company's pipline and investment policy the Board believes that JLIF will be better positioned to continue to capture carefully selected opportunities and meet JLIF's investment objective over the long-term. 

John Laing is a related party as it owns 100 per cent. of the Investment Adviser. John Laing Investments Limited, a subsidiary of John Laing, also owns 4.5 per cent. of the Company's issued share capital. As the Amended Existing FOA releases John Laing from its obligation to offer waste assets to the Company, the proposed changes give, or may be perceived to give, John Laing a benefit. The Amended Existing FOA and the New FOA are therefore subject to the Company obtaining approval of Shareholders.

Further details of the Proposals are set out in the Circular, a copy of which will later today be submitted to the National Storage Mechanism and available for inspection at: www.Hemscott.com/nsm.do.

Unless otherwise defined, capitalised words and phrases in this announcement shall have the meaning given to them in the Circular.

For further information, please contact:

RLM Finsbury 020 7251 3801

Faeth Birch

Philip Walters