Sch 1 - CityFibre Infrastructure Holdings Plc

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

CityFibre Infrastructure Holdings plc ("CityFibre" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

15 Bedford Street

London

WC2E 9HE

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.cityfibre.com/investors

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

CityFibre is a company incorporated in England and Wales that is the holding company of the group that owns and operates over 600 route kms of local access fibre networks serving over 1,000 customer locations in 61 towns and cities in the UK.

CityFibre has conditionally agreed to purchase certain passive dark fibre optic network assets (the "Assets") from KCOM Group plc for a cash consideration of £90 million (the "Acquisition") together with VAT of £18 million. The VAT will be funded from the Company's existing resources and reclaimed in due course from HMRC.

The Assets comprise approximately 2,200 route kilometres of ducted infrastructure together with fibre optic cable, access chambers and other assets. These assets fall into two categories:

· Metropolitan Area Networks ("MANs") of varying lengths in 24 towns and cities across the UK. The combined total route length of the 24 MANs is approximately 1,100 kms serving areas of high business density;

· a national "figure of eight" Long Distance Network ("LDN") that interconnects 22 of the 24 MANs, and further provides diverse connectivity to major data centre locations in London. This LDN has an approximate route length of 1,100 kilometres.

The Acquisition constitutes a reverse takeover under AIM Rule 14 and accordingly, CityFibre will be seeking readmission ("Admission") of its shares to trading on the AIM Market of the London Stock Exchange.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

265,672,644 ordinary shares of 1 penny each ("Ordinary Shares")

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

The Company is raising £80.0 million upon Admission by the issue of new Ordinary Shares at a price of 50p per Ordinary Share (the "Placing Price"). Anticipated market capitalisation of the Company at the Placing Price is £132.8 million.

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

27.4 per cent.

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Peter David Manning (Non-Executive Chairman)

William Gregory Mesch (Chief Executive Officer)

Mark Grahame Collins (Director, Public Policy)

Terence (Terry) Alan Hart (Chief Financial Officer)

Leopold Wilhelmus Antonius Maria van Doorne (Non-Executive Director)

Robert Gary Mesch (Non-Executive Director)

Sally Davis (Non-Executive Director)

Stephen (Steve) Charlton (Non-Executive Director)

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Before Admission:

After Admission:

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

There are no such persons

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) 31 December

(ii) 30 June 2015

(iii) 30 June 2016 (12 month audited full year accounts to 31 December 2015); 30 September 2016 (six month unaudited results to 30 June 2016); 30 June 2017 (12 month audited full year accounts to 31 December 2016).

EXPECTED ADMISSION DATE:

14 January 2016

NAME AND ADDRESS OF NOMINATED ADVISER:

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

NAME AND ADDRESS OF BROKER:

Joint Broker

finnCap Ltd

60 New Broad Street

London

EC2M 1JJ

Joint Broker

Liberum Capital Ltd

Ropemaker Place, Level 12

25 Ropemaker Street

London

EC2Y 9LY

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

www.cityfibre.com/investors

The Admission Document will contain full details about the Company and the admission of its securities.

DATE OF NOTIFICATION:

14 December 2015

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