REG - Infrastructure India - Notice of AGM and AIM Cancellation

Infrastructure IndiaAnnouncement

03/06/2024 07:00

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RNS Number : 7109Q  Infrastructure India plc  03 June 2024

 

3 June 2024

 

Infrastructure India plc

("IIP" or the "Company" or, together with its subsidiaries, the "Group")

 

Notice of AGM and AIM Cancellation

 

Infrastructure India plc, an AIM quoted infrastructure fund investing directly
into assets in India, announces a notice of annual general meeting ("AGM") and
a proposal to cancel the admission of the Company's ordinary shares to trading
on AIM in accordance with Rule 41 of the AIM Rules for Companies
("Cancellation").

 

A circular, including a notice of AGM ("Notice of AGM") and the associated
form of proxy (the "Circular"), is being posted to shareholders today to
convene the necessary general meeting of the Company at 10.00 a.m. (BST) on
26 June 2024 at which, inter alia, a resolution will be put to shareholders
to approve the Cancellation. The Notice of AGM and the associated form of
proxy will be made available on the Company's website at: www.iiplc.com
(http://www.iiplc.com) .

 

Subject to shareholder approval, the Cancellation is expected to become
effective at 7.00 a.m. on 4 July 2024. As detailed further below, the Company
will make arrangements through its administrator, FIM Capital Limited, to
assist shareholders to transact in IIP's ordinary shares following the
Cancellation, which is expected to remain in place for at least six months;
however, it does not intend to put in place a formal matched bargain facility.

 

An extract from the Circular, including the full text of the Chairman's
letter, along with an expected timetable of principal events related to the
Cancellation and certain other information, is set out below. Unless otherwise
defined, capitalised terms used throughout this announcement shall have the
definitions set out at the end of this announcement.

 

Enquiries:

 Infrastructure India plc                 www.iiplc.com (http://www.iiplc.com/)

 Sonny Lulla                              Via Novella

 Strand Hanson Limited                    +44 (0) 20 7409 3494

 Nominated Adviser

 Richard Johnson / James Dance

 Singer Capital Markets

 Broker                                   +44 (0) 20 7496 3000

 James Maxwell - Corporate Finance

 James Waterlow - Investment Fund Sales

 Novella                                  +44 (0) 20 3151 7008

 Financial PR

 Tim Robertson / Safia Colebrook

 

 

LETTER FROM CHAIRMAN OF INFRASTRUCTURE INDIA PLC

 

3 June 2024

 

Dear Shareholder,

 

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Duration of the Company

and

Notice of Annual General Meeting

 

 INTRODUCTION

 

The Company announced on 27 March 2024 when issuing its interim results to 30
September 2023 that an orderly winding up of the Group was to be proposed at
the AGM, together with a proposal to cancel the admission of the Ordinary
Shares to trading on AIM.

At the AGM, notice of which is set out on page 18 of this Document, the
Duration Resolution will be put to shareholders which, if passed, will allow
the Directors to formulate proposals to be put to the members of the Company
for the proposed orderly winding up of the Group.

Furthermore, the Directors have concluded that it is in the best interests of
the Company and its Shareholders to cancel the admission of the Ordinary
Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the
Cancellation is conditional on the approval of not less than 75 per cent. of
those votes cast by Shareholders (whether present in person, by corporate
representative or by proxy) at the AGM.

It should be noted that GGIC IIP Holdings Limited and its affiliates, as
beneficial owners of approximately 75.4 per cent. of the Company's voting
share capital, is entitled to vote on the Cancellation resolution.

The purpose of the Circular is to provide notice of the AGM, seeking
Shareholders' approval for the orderly winding up of the Group and
Cancellation, to provide information on the background to and reasons for the
proposals (including Cancellation), to explain the consequences of the
Cancellation and provide reasons why the Directors unanimously consider the
Cancellation to be in the best interests of the Company and its Shareholders
as a whole.

The Notice of the AGM is set out in Part III of this document.

BACKGROUND TO AND REASONS FOR THE CANCELLATION

The Company's assets, other than India Hydropower Development Company
("IHDC"), have been held for sale in the Company Accounts for the past two
years. The Company is progressing its strategy for the disposal of the
remaining portfolio of assets, as more fully described below, and are
proposing an orderly winding up of the Company.

In light of this, the Directors have conducted a review of the benefits and
drawbacks to the Company and its Shareholders of remaining admitted to trading
on AIM and believe that the Cancellation is in the best interests of the
Company and the Shareholders as a whole. In reaching this conclusion the
Directors have considered the following key factors:

·      the proposed investment objective of the Company is to realise
its remaining investments in an orderly fashion. The Board is committed to
this objective and will continue to implement this process should the
Cancellation become effective;

·      conducting transactions without the burden of disclosure will
improve the Company's negotiating position;

·      the considerable costs and legal and regulatory requirements
associated with maintaining the admission of the Ordinary Shares to trading on
AIM are, in the Director's opinion, now disproportionate to the benefits to
the Company and are not conducive to maximising distributions to Shareholders;

·      the Company needs to ensure that its existing cash reserves will
last as long as possible given the current uncertainty to the exit plans for
its three remaining investments and reducing the operating costs by
implementing the Cancellation will extend the time over which the current cash
reserves can be expected to last and preserving cash should enable the best
possible exit prices to be negotiated for the remaining investments as it will
avoid the situation where potential purchasers reduce their offer prices in
the anticipation that the Company has insufficient cash to allow it time to
seek other purchase offers;

·      the continued quotation on AIM is unlikely to provide the
Company with significantly wider access to capital; and

·      the Directors believe that the low levels of turnover in the
Ordinary Shares on the AIM market indicate that few Shareholders have wanted
to trade their Ordinary Shares whilst they await the results of announced
sales of the Company's investments.

A summary of the Company's remaining investments and their disposal plans is
set out further below.

THE COMPANY'S REMAINING INVESTMENTS AND THEIR DISPOSAL PLANS

Distribution Logistics Infrastructure Private Limited

DLI is a supply chain transportation and container infrastructure company
headquartered in Bangalore and Gurgaon with a material presence in central,
northern and southern India. DLI provides a broad range of logistics services
including rail freight, trucking, handling, customs clearing and bonded
warehousing with terminals located in the strategic locations of Nagpur,
Bangalore, Palwal (in the National Capital Region) and Chennai.

 

The Group has received preliminary terms for the sale of DLI from a third
party. The last published valuation of DLI was £78.9 million as at 30
September 2023.

 

India Hydropower Development Company

IHDC develops, owns and operates small hydropower projects, and is 50% owned
by the Group. The IHDC portfolio has installed capacity of approximately 74 MW
across seven projects - Bhandardara Power House I, Bhandardara Power House II,
Darna in Maharashtra; Birsinghpur in Madhya Pradesh; and Sechi, Panwi and
Raura in Himachal Pradesh. IHDC has an additional 13 MW of capacity under
development and construction.

 

The last published valuation for the Group's interest in IHDC was £17.4
million as at 30 September 2023. Following the proposed Cancellation, the
Company intends to commence a sale process.

 

Indian Energy (Mauritius) Limited

IEL is an independent power producer that owns and operates wind farms at two
sites in the states of Karnataka and Tamil Nadu, with 41.3 MW of installed
capacity.

 

In April 2023 the Group entered into a conditional agreement ("SPA") for the
sale of IEL to FA Power Renewables Private Limited ("FA Power"). The total
cash consideration for IEL was approximately $4.4 million. On 27 May 2024, IIP
terminated the SPA due to breach of contract by FA Power, who had failed to
pay the full consideration for IEL.

 

IEL is currently in discussion with other potential buyers. The last published
valuation for IEL was $4.3 million as at 30 September 2023.

 

DEBT FACILITIES

The Company had net liabilities of £217.4 million as at 30 September 2023.

The Company has certain secured and unsecured debt facilities, comprising the
term loan provided by IIP Bridge Facility LLC (the "Term Loan"), the working
capital loan provided by GGIC, Ltd. (the "Working Capital Loan") and the
bridging loan provided by Cedar Valley Financial (the "Bridging Loan" and,
together with the Term Loan and the Working Capital Loan, the "Debt
Facilities").

On 7 May 2024, IIP notified the extension of the maturity date for the Debt
Facilities to 15 July 2024.

The Term Loan is a US$121.5 million principal secured facility provided to
IIP's wholly owned Mauritian subsidiary, Infrastructure India Holdco,
originally announced in April 2019. The loan carries an interest rate of 15%
per annum, calculated in a manner that yields a 15% IRR for the lender and is
secured on all assets of Infrastructure India Holdco, including 100% of the
issued share capital of Distribution Logistics Infrastructure India, DLI's
parent company. The amount of interest accrued as at 7 May 2024 was
approximately US$100 million.

The unsecured Working Capital loan was originally provided to the Group in
April 2013 by GGIC, Ltd. in an amount of US$17 million and increased to
US$21.5 million in September 2017. The Working Capital Loan carried an
interest rate of 7.5% per annum on its principal amount. The Group and GGIC,
Ltd. agreed to increase its interest rate to 15% per annum from 1 April 2019.
The amount of interest accrued as at 7 May 2024 was approximately US$32
million.

The unsecured Bridging Loan was originally provided to the Group in June 2017
by Cedar Valley Financial and was subsequently increased in multiple tranches
to US$64.1 million in March 2019.  The Bridging Loan carried an interest rate
of 12.0% per annum on its principal amount. The Group and Cedar Valley
Financial previously agreed to increase its interest rate to 15% per annum
from 1 April 2019. The amount of interest accrued as at 7 May 2024 was
approximately US$66 million.

PROCESS FOR THE CANCELLATION

The Directors are aware that certain Shareholders may be unable or unwilling
to hold Ordinary Shares if the Cancellation is approved and becomes effective.
Such Shareholders should consider selling their interests in the market prior
to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear
Business Days' notice of Cancellation. Additionally, Cancellation will not
take effect until at least five clear Business Days have passed following the
passing of the Cancellation Resolution.

Additionally, under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by Shareholders
in general meeting, being in this instance the AGM. Accordingly, the Notice of
AGM set out at the end of this document contains, inter alia, a resolution of
the Shareholders to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the
London Stock Exchange to cancel the admission of its shares to trading on AIM
to notify Shareholders and to separately inform the London Stock Exchange of
its preferred cancellation date at least 20 clear Business Days prior to such
date. In accordance with AIM Rule 41, the Company's intention, subject to the
Resolutions being passed at the General Meeting, is to seek the cancellation
the admission of the Company's Ordinary Shares to trading on AIM with effect
from 7.00 a.m. on 4 July 2024.

Accordingly, if the Cancellation Resolution is passed, the last day of
dealings in Ordinary Shares on AIM is expected to be 3 July 2024 and the
Cancellation would take effect at 7.00 a.m. on 4 July 2024. If the
Cancellation becomes effective, Strand Hanson Limited will cease to be the
Nominated Adviser of the Company and the Company will no longer be required to
comply with the AIM Rules.

If the Cancellation Resolution is not approved at the General Meeting and
Cancellation does not become effective, the admission of the Ordinary Shares
to trading on AIM will be maintained and the Company's investment objective
will be to continue with the orderly disposal of its remaining investments as
an AIM-quoted company. However, the Company will then be unable to make the
reductions in operating costs that would have come as the result of the
Cancellation.

PRINCIPAL EXPECTED EFFECTS OF THE CANCELLATION

The principal expected effects of the Cancellation include the following:

·      there will no longer be a formal market mechanism enabling
Shareholders to trade their Ordinary Shares and no other recognised market is
intended to be put in place to facilitate the trading of Ordinary Shares;

 

·      the Company will no longer have an independent Nominated Adviser
or a broker after the Cancellation;

 

·      whilst the Ordinary Shares will still be freely transferable and
held within the CREST settlement system, it is likely that their liquidity and
marketability will be significantly reduced and the current secondary market
value of them may be adversely affected as a consequence;

 

·      in the absence of a formal market and quote, it will be more
difficult for Shareholders to determine the market value of their investment
in the Company at any given time. There is no guarantee that Shareholders will
be able to realise their investment in the Company following the Cancellation;

·      the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no longer apply to
the Company;

 

·      Shareholders will lose certain protections to minority
shareholders under the AIM Rules, such as corporate governance standards and
scrutiny of transactions with related parties, potentially allowing larger
shareholders to exercise more influence and control;

 

·      the Company may no longer be required to seek Shareholder
approval, where applicable, for reverse takeovers and fundamental changes in
the Company's business;

 

·      the Company will not be required to announce material
developments as required by the AIM Rules, such as interim results, final
results, substantial transactions, related party transactions, and the
information maintained on the Company's website under AIM Rule 26. However,
the Company will continue to maintain its website (https://www.iiplc.com
(https://www.iiplc.com) ) and the Directors intend to make all significant
information available on it and to continue to publish audited annual and
unaudited interim accounts of the Company;

 

·      the Company will no longer be subject to UK MAR regulating inside
information and other matters;

 

·      the Company will no longer be required to publicly disclose any
change in major shareholdings in the Company under the Disclosure Guidance and
Transparency Rules, although the Articles do retain certain similar
requirements;

 

·      whilst the Company's CREST facility will remain in place
immediately post the Cancellation, the Company's CREST facility may be
cancelled in the future and, although the Ordinary Shares will remain
transferable, they may cease to be transferable through CREST; and

 

·      the Cancellation may have personal taxation consequences for
Shareholders. Shareholders who are in any doubt about their tax position
should consult their own professional independent tax adviser.

Following Cancellation, the Company will remain registered with the Companies
Registry in the Isle of Man, in accordance with and subject to the Isle of Man
Companies Act 2006 (the "Law"), and there will be no change to the rights of
Shareholders required by the Law and pursuant to the Articles as a result of
Cancellation.

It is noted, however, that the majority of the Company's Directors  will be
resident outside of the UK, Channel Islands or Isle of Man and the Company
will have no business operations based in the UK, Channel Islands or Isle of
Man. Consequently, following the Cancellation and on the basis of no further
changes to the Board, the Takeover Code will no longer apply to the Company
after the Cancellation.

However, in the event that, subsequent to the Cancellation further Board
changes result in the Company's place of central management and control being
in the UK, Channel Islands or Isle of Man, the Company may once again become
subject to the Code. Further Information on the Code is set out in Part II at
the end of this letter.

The Company will continue to be bound by the Articles (which require
shareholder approval for certain matters) following the Cancellation.

The above considerations are not exhaustive, and all Shareholders should seek
their own independent advice when assessing the likely impact of the
Cancellation and of any possible tax effects on them.

TRANSACTIONS IN THE ORDINARY SHARES PRIOR TO AND FOLLOWING THE PROPOSED
CANCELLATION

Shareholders should note that they are able to trade in the Ordinary Shares on
AIM prior to the Cancellation. If Shareholders wish to buy or sell Ordinary
Shares on AIM they must do so prior to the Cancellation becoming effective.

The Board is aware that the proposed Cancellation, should it be approved by
Shareholders at the AGM, would make it more difficult to buy and sell Ordinary
Shares in the Company following the Cancellation. Therefore, the Company will
make arrangements with FIM Capital to assist Shareholders to transact in the
Ordinary Shares, to be put in place following the Cancellation.

Shareholders wishing to acquire or dispose of Ordinary Shares will be able to
notify FIM Capital, who will maintain a register of potential buyers and
sellers. In the event that there are potential buyers and sellers, FIM Capital
will contact both parties who can then effect the bargain, through their
respective intermediaries or brokers as appropriate.

Neither the Company nor FIM Capital will act as an intermediary in such share
transfers, nor will they be able to give any indication of pricing
considerations.  Shareholders should note that there can be no guarantee that
orders for the disposal or acquisition of Ordinary Shares will be capable of
being effected through this introduction service.

Should the Cancellation become effective and the Company puts in place the
arrangements with FIM Capital, details will be made available to Shareholders
on the Company's website.

Certain Shareholders may be unable or unwilling to hold Ordinary Shares
following the Cancellation and they should consider selling their Ordinary
Shares on AIM prior to the Cancellation becoming effective. The Board is
however making no recommendation as to whether or not Shareholders should buy
or sell Ordinary Shares.

ANNUAL GENERAL MEETING

The Annual General Meeting will be held at the Company's registered office at
55 Athol Street, Douglas, Isle of Man, IM1 1LA on 26 June 2024 at 10.00 a.m.
The resolutions to be proposed at the AGM shall include:

Resolution 8 (the Duration Resolution) - to approve the cessation of the
Company as constituted, which is included in accordance with article 154.1 of
the Articles of Association of the Company:

 

"The Directors shall, at the annual general meeting of the Company held
following the fifth anniversary of Admission, propose a resolution that the
Company shall cease to continue as constituted. If such resolution is not
passed, the Directors shall propose a similar resolution at every fifth annual
general meeting of the Company thereafter until such resolution is passed. If
such resolution is passed, the Directors will be required to formulate
proposals to be put to the members of the Company to reorganise, reconstruct
or wind up the Company within a maximum period of 2 years."

 

-       To not continue the Company as constituted, please vote YES to
this resolution, in accordance with the Directors' recommendation.

-       To continue the Company as constituted, please vote NO to this
resolution.

 

Resolution 9 (the Cancellation Resolution) - to approve the Cancellation. This
resolution is subject to the passing of the Duration Resolution.

The Cancellation Resolution is conditional on the passing of the Duration
Resolution, which proposes not to continue the Company as constituted.

ACTION TO BE TAKEN

Whether or not you intend to attend the AGM in person, please complete, sign
and return the accompanying Form of Proxy in accordance with the instructions
printed on it as soon as possible but, in any event, so as to be received by
FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA  no later
than 10.00 a.m. on 24 June 2024, being 48 hours before the time appointed for
the holding of the AGM. Completion and posting of the Form of Proxy will not
prevent you from attending and voting in person at the AGM if you wish to do
so. The appointment of a proxy will not preclude Shareholders from attending
and voting at the AGM in person should they so wish.

 

RECOMMENDATION

For the reasons set forth in this letter, all of the Directors consider that
the Resolutions to be put to the meeting are in the best interests of the
Company and its Shareholders as a whole and therefore unanimously recommend
that you vote in favour of the all the Resolutions to be proposed at the AGM,
as the Directors intend to do in respect of their own aggregate beneficial
interests of 1,500,000 Ordinary Shares, representing approximately 0.22 per
cent. of the Company's issued share capital as of the date of this Circular.

 

Yours faithfully,

Tom Tribone, Chairman

 

THE TAKEOVER CODE

The Code applies to all offers for companies which have their registered
office in the UK, the Channel Islands or the Isle of Man if any of their
equity share capital or other transferable securities carrying voting rights
are admitted to trading on a UK regulated market or a UK multilateral trading
facility or on any stock exchange in the Channel Islands or the Isle of Man.

 

The Code also applies to all offers for companies (both public and private)
which have their registered office in the UK, the Channel Islands or the Isle
of Man which are considered by the Panel to have their place of central
management and control in the UK, the Channel Islands or the Isle of Man.

 

If the Cancellation is approved by Shareholders at the General Meeting and
becomes effective, the Company's securities will no longer be admitted to
trading on a UK regulated market or a UK multilateral trading facility or on
any stock exchange in the Channel Islands or the Isle of Man. In these
circumstances, the Code will only apply to the Company if it is considered by
the Panel to have its place of central management and control in the United
Kingdom, the Channel Islands or the Isle of Man. This is known as the
"residency test". In determining whether the residency test is satisfied, the
Panel has regard primarily to whether a majority of a company's directors are
resident in these jurisdictions.

 

The Takeover Panel has confirmed to the Company that, on the basis of the
current residency of the Directors, the Company will not have its place of
central management and control in the United Kingdom, the Channel Islands or
the Ise of Man following the Cancellation. As a result, if the Cancellation is
approved by Shareholders at the AGM and becomes effective, the Code will then
cease to apply to the Company and Shareholders will no longer be afforded the
protections provided by the Code, including the requirement for a mandatory
cash offer to be made if either:

 

(i)            a person acquires an interest in shares which, when
taken together with the shares in which persons acting in concert with it are
interested, increases the percentage of shares carrying voting rights in which
it is interested to 30% or more; or

 

(ii)           a person, together with persons acting in concert
with it, is interested in shares which in the aggregate carry not less than
30% of the voting rights of a company but does not hold shares carrying more
than 50% of such voting rights and such person, or any person acting in
concert with it, acquires an interest in any other shares which increases the
percentage of shares carrying voting rights in which it is interested.

 

However, in the event that, subsequent to the Cancellation further Board
changes result in the Company's place of central management and control being
in the UK, Channel Islands or Isle of Man, the Company may once again become
subject to the Code. In such circumstances, if the amendments to the Takeover
Code proposed in consultation paper PCP 23.4.1 (published by the Panel on 24
April 2024) are adopted, then the Takeover Code would cease to apply to the
Company after a period of 3 years following the implementation of these
amendments.

 

Brief details of the Panel, and of the protections afforded by the Code (which
will cease to apply following the Cancellation), are set out below.

 

The Code

 

The Code is issued and administered by the Panel. The Code currently applies
to the Company and, accordingly, its Shareholders are entitled to the
protections afforded by the Code.

 

The Code and the Panel operate principally to ensure that shareholders are
treated fairly and are not denied an opportunity to decide on the merits of a
takeover, and that shareholders of the same class are afforded equivalent
treatment by an offeror. The Code also provides an orderly framework within
which takeovers are conducted. In addition, it is designed to promote, in
conjunction with other regulatory regimes, the integrity of the financial
markets.

 

The General Principles and Rules of the Code

 

The Code is based upon a number of General Principles which are essentially
statements of standards of commercial behaviour. The General Principles apply
to takeovers and all other matters with which the Code is concerned. They are
applied by the Panel in accordance with their spirit to achieve their
underlying purpose.

 

In addition to the General Principles, the Code contains a series of Rules.
Some of the Rules provide more detail on how the General Principles will be
applied by the Panel and others govern specific aspects of takeover procedure.
Like the General Principles, the Rules are to be interpreted to achieve their
underlying purpose. Therefore, their spirit must be observed as well as their
letter. The Panel may derogate or grant a waiver to a person from the
application of a Rule in certain circumstances.

 

Giving up the protection of the Code

 

A summary of key points regarding the application of the Code to takeovers
generally is set out in Appendix A below. You are encouraged to read this
information carefully as it outlines certain important protections which will
no longer apply to the Company following the Cancellation.

 

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

 

Event
 
Time and/or date((1)(2))

( )

Announcement of the proposed
Cancellation
3 June 2024

Publication and posting of this Document
 
3 June 2024

Latest time for receipt of proxy appointments in respect of the
AGM                      10.00 a.m. on 24 June 2024

Annual General Meeting
 
10.00 a.m. on 26 June 2024

Last day of dealings in Ordinary Shares on AIM
 
3 July 2024

Cancellation becomes effective
 
7.00 a.m. on 4 July 2024

 

Notes:

(1) All of the times referred to in this Document refer to London time, unless
otherwise stated.

(2) Each of the times and dates in the above timetable is subject to change.
If any of the above times and/or dates change, the revised times and dates
will be notified to Shareholders by an announcement through a Regulatory
Information Service.

 

DEFINITIONS

 

The following words and expressions shall have the following meanings in this
document unless the context otherwise requires:

 'AGM' or 'Annual General Meeting'               the annual general meeting of the Shareholders, notice of which is set out at
                                                 the end of this document
 'AIM'                                           AIM, the market operated by the London Stock Exchange
 'AIM Rules'                                     The AIM Rules for Companies, as published by the London Stock Exchange from
                                                 time to time
 'Announcement'                                  the Company's announcement relating to the contents of this Circular, dated 3
                                                 June 2024
 'Articles'                                      the articles of association of the Company
 'Board' or 'Directors'                          the directors of the Company, whose names are set out on the first page of the
                                                 Letter from the Chairman on page 8
 'Business Day'                                  any day which is not a Saturday, Sunday or public holiday) on which banks are
                                                 open for business in the City of London
 'certificated' or 'in certificated form'        a share or other security which is not in uncertificated form
 'Cancellation'                                  the proposed cancellation of the admission to trading on AIM of the Ordinary
                                                 Shares, in accordance with Rule 41 of the AIM Rules, subject to passing of the
                                                 Cancellation Resolution
 'Cancellation Resolution'                       Resolution 9 to be proposed at the AGM
 'Circular' or 'Document'                        the circular dated 3 June 2024
 'Company' or 'IIP'                              Infrastructure India plc, a company incorporated and registered in the Isle of
                                                 Man under the Isle of Man Companies Act 2006 with number 002457V and having
                                                 its registered office at 55 Athol Street, Douglas, Isle of Man, IM1 1LA
 'CREST'                                         the computerised settlement system to facilitate transfer of title to or
                                                 interests in securities in uncertificated form operated by Euroclear UK &
                                                 Ireland Limited
 'CREST Regulations'                             the Uncertificated Securities Regulations 2001 (SI2001/3755), as amended from
                                                 time to time, including any provisions of or under the Isle of Man Laws which
                                                 alter or replace such regulations
 'DLI'                                           Distribution Logistics Infrastructure Private Limited, a company incorporated
                                                 in India and which is a 99.99% owned subsidiary of DLII
 'DLII'                                          Distribution and Logistics Infrastructure India, a company incorporated in
                                                 Mauritius and which is a wholly-owned subsidiary

                                                 of IIH
 'Duration Resolution'                           Resolution 8 to be proposed at the AGM
 'FIM Capital'                                   FIM Capital Limited
 'Form of Proxy'                                 the form of proxy for use at the AGM, which accompanies this document
 'Group'                                         the Company, its subsidiaries and entities in which it has a beneficial
                                                 interest
 'IEL'                                           Indian Energy (Mauritius) Limited, a company incorporated in Mauritius and
                                                 which is a wholly-owned by the Group
 'IIH'                                           Infrastructure India Holdco, a company incorporated in Mauritius and which is
                                                 a wholly-owned subsidiary of IIP
 'London Stock Exchange'                         London Stock Exchange plc
 'Notice of AGM'                                 the notice of annual general meeting, included within this Document
 'Ordinary Shares'                               ordinary shares of 1p each in the capital of the Company
 'Panel'                                         the UK Panel on Takeovers and Mergers
 'Regulatory Information Service'                has the meaning given to it in the AIM Rules for any of the services approved
                                                 by the London Stock Exchange for the distribution of AIM announcements and
                                                 included within the list maintained on the website of the London Stock
                                                 Exchange
 'Resolutions'                                   The resolutions to be proposed at the AGM, as set out in the Notice of Annual
                                                 General Meeting, including the Cancellation and Duration Resolutions
 'Shareholders'                                  holders of Ordinary Shares
 'Takeover Code' or the 'Code'                   the City Code on Takeovers and Mergers
 'UK' or 'United Kingdom'                        the United Kingdom of Great Britain and Northern Ireland
 'UK MAR'                                        Regulation (EU) (No 596/2014) of the European Parliament and of the Council of
                                                 16 April 2014 on market abuse to the extent that it forms part of the domestic
                                                 law of the United Kingdom including by virtue of the European Union
                                                 (Withdrawal) Act 2018 (as amended by virtue of the European Union (Withdrawal
                                                 Agreement) Act 2020)
 'uncertificated' or 'in uncertificated form'    a share or security recorded in the Company's register of members as being
                                                 held in uncertificated form, title to which may be transferred by means of
                                                 CREST (subject to BVI law requirements)
 'US'                                            The United States of America

 A reference to "£" or "GBP" is to pounds sterling, being the lawful
currency of the UK.

 

 A reference to "$" or "USD" is to US dollars, being the lawful currency of
the US.

 

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