NOT FOR RELEASE OR DISTRIBUTION IN THE UNITED STATES

14 June 2019

INFRATIL SUCCESSFULLY COMPLETES RETAIL BOOKBUILD, CONCLUDING THE EQUITY RAISING

Infratil Limited (“Infratil”) is pleased to advise that it has successfully completed the retail shortfall bookbuild component ("Retail Bookbuild") of its underwritten 1 for 7.46 accelerated pro-rata entitlement offer ("Entitlement Offer”) of new fully paid ordinary shares in Infratil (the “New Shares”). As a result, Infratil has now successfully completed its equity raising to support the acquisition of Vodafone New Zealand Limited, raising approximately NZ$400 million via a NZ$100 million institutional placement (“Placement”) and NZ$300 million via the Entitlement Offer.

The Retail Bookbuild of approximately 15.1 million Entitlements not taken up under the retail entitlement offer component of the Entitlement Offer (“Retail Entitlement Offer”) was well supported by institutional shareholders and broker firm clients, achieving a clearing price of NZ$4.35 per share. The clearing price represents a premium of NZ$0.35 per share (8.7%) over the Application Price of NZ$4.00 and a discount of NZ$0.05 per share (1.1%) to the theoretical ex-rights price of NZ$4.40. Therefore, Eligible Retail Shareholders who elected not to take up their Entitlements in full and Ineligible Retail Shareholders who were ineligible to participate in the Retail Entitlement Offer will receive NZ$0.35 for each entitlement not taken up by them (less any applicable taxes).

The gross proceeds (excluding the premium) raised in the Retail Entitlement Offer and Retail Bookbuild is approximately NZ$182 million.
Amounts payable to Eligible Retail Shareholders who did not take up their Entitlements in full or Ineligible Retail Shareholders which, in either case, have nominated Australian dollar bank accounts will be converted from New Zealand dollars by the Registrar at the prevailing exchange rate for buying Australian dollars using New Zealand dollars at the time of payment. That exchange rate may be different to the exchange rate used to set the Australian dollar Application Price (A$ Price) for the Entitlement Offer.
The ASX settlement date for New Shares issued under the Retail Entitlement Offer and the Retail Bookbuild is Monday, 17 June 2019. The NZX settlement date for New Shares issued under the Retail Entitlement Offer and Retail Bookbuild is Tuesday, 18 June 2019. Allotment of New Shares on ASX and NZX is expected to occur on Tuesday, 18 June 2019.

The Retail Premium will be paid to eligible retail shareholders who elected not to take up their entitlements in full and ineligible retail shareholders on Tuesday, 18 June 2019.

Infratil Chief Executive, Marko Bogoievski, commented, “It was excellent to see strong participation by institutional and retail shareholders in the Offer, and strong demand in the bookbuild processes that followed. This meant shareholders who did not or could not participate were able to get value for their entitlements.”

ENDS

***********

Contact:
Mark Flesher, Investor Relations, Infratil Limited mark.flesher@infratil.com

Note: All capitalised terms used in this announcement and not otherwise defined have the meanings given in Part 6 (Glossary) of Infratil's Offer Document dated 17 May 2019.
_________________________________________________________________________

IMPORTANT NOTICE

This announcement has been prepared for publication in New Zealand and Australia and may not be released or distributed in the United States.
This announcement does not constitute an offer, invitation or recommendation to subscribe for or purchase any securities and neither this announcement nor anything contained in it shall form the basis of any contract or commitment. In particular, this announcement does not constitute an offer to sell, or the solicitation of an offer to buy, any securities in the United States or to any person who is acting for the account or benefit of any person in the United States (to the extent such person is acting for the account or benefit of a person in the United States), or in any other jurisdiction in which, or to an person to whom, such an offer would be illegal. Neither the New Shares or the new shares offered under the Placement) nor the entitlements have been, or will be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or the securities laws of any state or jurisdiction of the United States. Accordingly, neither the New Shares or the new shares offered under the Placement) nor the entitlements may be offered or sold, directly or indirectly, in the United States or to persons acting for the account or benefit of a person in the United States (to the extent such persons hold existing shares in Infratil and are acting for the account or benefit of a person in the United States), except in transactions exempt from, or not subject to, the registration of the U.S. Securities Act and any other applicable securities laws of any state or other jurisdiction of the United States.

Forward looking statements

This announcement may contain forward looking statements, including but not limited to expectations, estimates, beliefs, assumptions and projections about Infratil, its subsidiaries and associates, the Acquisition, the outcome and effects of the Placement and/or Entitlement Offer and use of proceeds. Forward looking statements should, or can generally, be identified by the use of forward looking words such as “believe”, “expect”, “estimate”, “will”, “may”, “target” and other similar expressions within the meaning of securities laws of applicable jurisdictions. Such statements are not statements of fact and there can be no certainty of outcome in relation to the matters to which the statements relate. These forward looking statements involve known and unknown risks, uncertainties, assumptions and other important factors that could cause the actual outcomes to be materially different from the events or results expressed or implied by such statements.

Those risks, uncertainties, assumptions and other important factors are not all within the control of Infratil or its directors and management and cannot be predicted by Infratil, its directors or management, and include changes in circumstances or events that may cause objectives to change as well as risks, circumstances and events specific to the industry, countries and markets in which Infratil operates. They also include general economic conditions, exchange rates, interest rates, competitive pressures, selling price, market demand and conditions in the financial markets which may cause objectives to change or may cause outcomes not to be realised.

None of Infratil, Sole Lead Manager and Underwriter, H.R.L. Morrison & Co Limited or any of their respective subsidiaries, advisors or affiliates (or any of their respective directors, officers, employees or agents) makes any representation, assurance or guarantee as to the accuracy or likelihood of fulfilment of any forward looking statement or any outcomes expressed or implied in any forward looking statements. Statements about past performance are not necessarily indicative of future performance.