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Infratil enters into underwrite to support the exercise of IFTWB Warrants

19 Jun 2009

Infratil has entered into an underwriting agreement with First NZ Capital Securities Limited in respect of 68 million of the outstanding 81.7 million IFTWB series of warrants (Warrants). This is approximately 80% of the total Warrants on issue.

Infratil believes the underwrite arrangement is in the best interests of shareholders and Warrantholders. Warrantholders who are contemplating whether to exercise their Warrants will now know that at least 68 million of the remaining Warrants will be exercised or that an equivalent number of shares issued.

Key terms of the underwriting and related arrangements are as follows:
- First NZ Capital Securities has underwritten the exercise of 68 million of the Warrants. The underwrite will be called upon to the extent that, from today, less than 68 million Warrants are either exercised in full or, if approved, exercised on an instalment basis.

- The underwrite is at the current Warrant exercise price of $1.62 per Warrant, except as noted below.

- On 25 June 2009, the Company will hold a special meeting of Warrantholders to approve the additional instalment payment option that has already been advised to share and Warrantholders.

- Major Infratil share and Warrantholders, Utilico, Morrison & Co and related parties have committed to exercise in aggregate 30.7 million Warrants, subject to Warrantholders approving the additional instalment payment option. These may be exercised by payment of the full $1.62 or the instalment payment of 55 cents.

- First NZ Capital Securities has invited a number of sub-underwriters to participate in the underwrite. As part of the underwriting arrangements, on 14 July 2009 Infratil will offer to the sub-underwriters a placement of new shares, the size of which will depend upon the number of unexercised Warrants:

- If there are less than 8.2 million unexercised Warrants, then Infratil will place the entire shortfall, subject to achieving a price of $1.62 or higher.

- If there are more than 8.2 million unexercised Warrants, then Infratil has committed to place at least 8.2 million new shares, subject to a price of $1.62 or higher.

- The settlement of all new shares, including the shares issued upon exercise of the Warrants, any underwriting shortfall shares and placement shares is expected to occur on 17 July 2009.

- The underwriting agreement is conditional on a number of standard conditions, including the absence of any material adverse changes prior to allotment.

- Infratil doesn’t expect that the total number of shares issued, either through the exercise of the Warrants or the placement, will exceed 81.7 million.

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