Result of accelerated bookbuild, Placing of Shares

NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH IT WOULD BE UNLAWFUL TO DO SO.

PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

5 July 2017

CityFibre Infrastructure Holdings PLC

RESULTS OF ACCELERATED BOOKBUILD AND PLACING OF NEW ORDINARY SHARES

Further to the announcement earlier today of the intended Capital Raising by CityFibre Infrastructure Holdings PLC ("CityFibre" or the "Company"), the Company is pleased to announce the successful completion of the additional placing of new ordinary shares in the Company by way of an accelerated bookbuild (the "ABB Placing").

A total of 27,272,728 additional new ordinary shares in the Company have been placed by the Joint Bookrunners (as defined below) at a price of 55 pence per share pursuant to the ABB Placing (the "Offer Price"), raising total gross proceeds of approximately £15 million for the Company.

This takes the total gross proceeds of the Firm Placing and the ABB Placing (together, the "Placing") to £200 million and will result in the issue of 363,636,364 new ordinary shares in aggregate (the "Placing Shares") representing approximately 137% of CityFibre's existing issued ordinary share capital.

Separately, as announced earlier today, the Company also intends to make available a non underwritten Offer for Subscription to raise further gross proceeds of up to £15 million, with the Subscription expected to open on or around 11 July 2017 alongside the anticipated date of publication of the Prospectus.

An application will be made to the London Stock Exchange for the Placing Shares to be admitted to AIM ("Admission"), and it is expected that Admission will become effective and dealings in the Placing Shares will commence on or around 28 July 2017. The Placing is conditional upon (among other things): (i) the Resolutions being passed at the General Meeting; (ii) the Underwriting Agreement having become unconditional in all respects (save for the condition relating to Admission); and (iii) Admission becoming effective.

The Placing Shares will, when issued, rank pari passu in all respects with, and will carry the same voting and dividend rights as the Existing Ordinary Shares.

Citigroup Global Markets Limited ("Citigroup") is acting as Sole Global Coordinator, Joint Bookrunner and Joint Underwriter, while Macquarie Capital (Europe) Limited ("Macquarie"), Liberum Capital Limited ("Liberum") and finnCap Ltd ("finnCap") are together acting as Joint Bookrunners and Joint Underwriters in connection with the Capital Raising. N M Rothschild & Sons Limited ("Rothschild") is acting as financial adviser.

Capitalised terms used in this announcement shall have the meaning given in the announcement of earlier today, unless otherwise defined.

The person responsible for making this announcement on behalf of the Company is Terry Hart.

Enquiries

CityFibre Infrastructure Holdings PLC +44 (0)845 293 0774

Greg Mesch, Chief Executive Officer

Terry Hart, Chief Financial Officer

James Enck, Head of Investor Relations

Vigo Communications +44 (0)20 7830 9703Jeremy GarciaFiona Henson Natalie JonesCitigroup Global Markets Limited +44 (0) 207 986 4000Sole Global Co-ordinator, Joint Bookrunner and Joint UnderwriterStuart FieldAlex CarterSumit Guha

finnCap Ltd +44 (0)20 7220 0500Joint Bookrunner and Joint UnderwriterStuart AndrewsChristopher RaggettLiberum +44 (0)20 3100 2000Joint Bookrunner and Joint Underwriter

Steve PearceRichard BootleCameron Duncan

Macquarie Capital +44 (0) 203 037 2000Joint Bookrunner and Joint UnderwriterBen BaileyAlex Reynolds

Rothschild +44 (0)20 7280 5000Financial AdvisorAnton BlackPeter NicklinNoel Monro 

THIS ANNOUNCEMENT (WHICH IS FOR INFORMATION PURPOSES ONLY) IS DIRECTED AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE "QUALIFIED INVESTORS", AS DEFINED IN ARTICLE 2.1(E) OF THE PROSPECTIVE DIRECTIVE (DIRECTIVE 2003/71/EC) AS AMENDED, (B) IF IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL WITHIN THE DEFINITION OF "INVESTMENT PROFESSIONALS" IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 AS AMENDED (THE "FPO") OR FALL WITHIN THE DEFINITION OF "HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC." IN ARTICLE 49(2)(A) TO (D) OF THE FPO AND (II) ARE "QUALIFIED INVESTORS" AS DEFINED IN SECTION 86 OF FSMA OR (C) OTHERWISE TO PERSONS TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (EACH, A "RELEVANT PERSON"). NO OTHER PERSON SHOULD ACT OR RELY ON THIS ANNOUNCEMENT AND PERSONS DISTRIBUTING THIS ANNOUNCEMENT MUST SATISFY THEMSELVES THAT IT IS LAWFUL TO DO SO. BY ACCEPTING THE TERMS OF THIS ANNOUNCEMENT, YOU REPRESENT AND AGREE THAT YOU ARE A RELEVANT PERSON.

NOTHING IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED AS A TERM OR CONDITION OF OR FORM A PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY OFFER TO PURCHASE, OTHERWISE ACQUIRE, SUBSCRIBE FOR, SELL OR OTHERWISE DISPOSE OF ANY SECURITIES OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR ANY SECURITIES OF THE COMPANY, NOR SHOULD IT OR ANY PART OF IT FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY CONTRACT OR COMMITMENT WHATSOEVER.  

THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR A SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR SECURITIES OF THE COMPANY IN ANY JURISDICTION INCLUDING, WITHOUT LIMITATION, THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS OR MAY BE UNLAWFUL (AN "EXCLUDED JURISDICTION"). THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, TO PERSONS IN AN EXCLUDED JURISDICTION UNLESS PERMITTED PURSUANT TO AN EXEMPTION UNDER THE RELEVANT LOCAL LAW OR REGULATION IN ANY SUCH JURISDICTION. NO ACTION HAS BEEN TAKEN BY THE COMPANY, CITIGROUP, FINNCAP, LIBERUM, MACQUARIE, ROTHSCHILD OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFER OF THE PLACING SHARES OR NEW ORDINARY SHARES OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER PUBLICITY MATERIAL RELATING TO SUCH PLACING SHARES OR OFFER FOR SUBSCRIPTION SHARES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS RECEIVING THIS ANNOUNCEMENT ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.

The Securities referred to herein have not been and will not be registered under the Securities Act or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, resold or delivered, directly or indirectly, in or into the United States absent registration except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. No public offering of any securities referred to herein will be made. 

each of Citigroup, macquarie, liberum, finncap and rothschild is acting for the company and no one else in connection with the Capital Raising, and will not be responsible to any person other than the company for providing the regulatory and legal protections afforded to their respective clients nor for providing advice in relation to the contents of this announcement or any matter, transaction or arrangement referred to in it.

none of Citigroup, macquarie, liberum, finncap and rothschild or any of their respective 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 the announcement) or any other information relating to the capital raising, 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