Infratil announces NZ$400 million equity raising

NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES Infratil announces NZ$400 million equity raising to partially fund the acquisition of Vodafone New Zealand On 14 May 2019, a consortium owned by Infratil Limited ("Infratil") and Brookfield Asset Management Inc. ("Brookfield") announced it had executed a conditional agreement to acquire Vodafone New Zealand Limited ("Vodafone NZ") from Vodafone Group Plc for an enterprise value of NZ$3.4 billion (the "Acquisition") . The Acquisition value implies an enterprise value to FY2020F Underlying EBITDA multiple of 6.9x - 7.4x and is expected to deliver strong cash flow to support current and future growth opportunities. The NZ$3.4 billion purchase price is to be funded via a NZ$1,029 million equity contribution from each of Infratil and Brookfield, with the balance funded from Vodafone NZ level debt and a portion of equity reserved for the Vodafone NZ executive team. Infratil's equity contribution will be partially funded via a fully underwritten NZ$100 million institutional placement ("Placement") and a fully underwritten NZ$300 million, 1 for 7.46 pro-rata accelerated renounceable entitlement offer ("Entitlement Offer") (together, the "Equity Raising"). UBS New Zealand Limited is acting as Sole Lead Manager and Underwriter. The Board has concluded that undertaking a Placement and Entitlement Offer to raise new equity is the best option for the company and its shareholders. The Equity Raising balances the desire of the board to direct a significant proportion of the Equity Raising towards existing shareholders whilst providing the opportunity to introduce new, supportive institutional and retail shareholders to the register through the Placement. The balance of Infratil's consideration will be funded through a combination of NZ$400 million of debt from a committed acquisition debt facility and the use of existing debt facility headroom. "The funding package, including the new equity, is expected to leave Infratil's balance sheet in a position to support growth and future development platforms," said Marko Bogoievski, CEO of Infratil. Entitlement Offer overview Under the Entitlement Offer, eligible shareholders are entitled to acquire 1 New Share for every 7.46 Existing Shares held as at 7:00pm (NZ time) and 5:00pm (Sydney time) on Tuesday, 21 May 2019 at an Application Price of NZ$4.00 per New Share. The Application Price reflects a 10.4% discount to NZ$4.46, being the volume weighted average price of Infratil's shares as traded on the NZX for the last five trading days prior to Friday, 17 May 2019, and a 9.0% discount to the theoretical ex-rights price of NZ$4.40. "Reflecting their commitment to Infratil, the acquisition of Vodafone NZ and the associated equity raising, I am pleased to confirm that all Infratil Directors intend to take up their full entitlements under the Entitlement Offer," said Infratil Chairman Mark Tume. Placement overview The Placement will comprise the issue of approximately 25 million New Shares to raise approximately NZ$100 million. The Placement Issue Price of NZ$4.00 per New Share is the same as the Entitlement Offer Application Price. The Placement will open at 10:00am (NZ time) on Friday, 17 May 2019 and close at 8:00am (NZ time) on Saturday, 18 May 2019. Further information Further details of the Acquisition and the Equity Raising are set out in the Investor Presentation provided to the NZX and ASX today, in addition to the information already disclosed by Infratil on the Acquisition in its announcement on Tuesday 14 May. Further information about the Acquisition and the Equity Raising will be discussed during the full year results presentation conference call: Conference code: Infratil NZ Toll Free: 0800 122 360 Australia Toll Free: 1800 760 146 International Toll Free +64 99 507 043 Any enquiries should be directed to: Mark Flesher, Investor Relations, Infratil Limited mark.flesher@infratil.com Media enquiries can also be directed to: Hugo Shanahan, SenateSHJ, hugo@senateshj.co.nz / +64 275 111 561 End CA:00334659 For:IFT Type:OFFER Time:2019-05-17 08:30:15