Acquisition by Connect Infrastructure Bidco Limited positions CityFibre to lead the UK’s transformation to full fibre

Today CityFibre has confirmed that the acquisition of CityFibre shares by Connect Infrastructure Bidco Limited (a newly formed company indirectly jointly-controlled by a consortium formed by Antin Infrastructure Partners and West Street Infrastructure Partners, a fund managed by Goldman Sachs) completed on 21 June 2018 (the “Acquisition”). The Acquisition was priced at 81 pence in cash for each CityFibre share, representing a 92.9 per cent. Premium to the Closing Price of 42 pence per CityFibre share on 23 April 2018, valuing the entire issued and to be issued ordinary share capital of CityFibre at approximately £537.8 million. Trading on AIM in CityFibre shares was suspended with effect from 7.30am on 21 June 2018. It is expected that cancellation of CityFibre’s shares admission to trading on AIM shall take effect at 8.00am on 22 June 2018. Since admission to AIM in January 2014, CityFibre has rapidly established itself as a leading alternative network provider, delivering wholesale full fibre infrastructure in towns and cities nationwide. By pursuing a strategy of constructing new networks under anchor contracts and network acquisitions, CityFibre now has major fibre infrastructure projects across 51 towns and cities and has commenced the build of active service platforms across 31 of these locations in readiness for Fibre to the Premises (“FTTP”) roll-out. After signing a joint venture agreement with Sky and TalkTalk in April 2014 to trial FTTP in York, CityFibre went on to complete a number of acquisitions, including KCOM’s national network assets for £90 million in January 2016 adding fibre networks in 24 towns and cities and a national long-distance network to CityFibre’s portfolio. CityFibre went on to acquire wholesale connectivity provider Entanet Holdings Limited for £29 million in August 2017. For the 12 months ended 31 December 2016, Entanet serviced approximately 1,500 channel partners in the business and residential markets. In November 2017, CityFibre secured a 20-year strategic partnership with Vodafone to roll-out full fibre FTTP connectivity to one million UK homes across 12 existing towns and cities. The build is already underway and is expected to be largely complete by the end of 2021. The agreement with Vodafone provides a framework for expansion to five million homes across approximately 50 towns and cities by 2025. When deployed, this would position the company's infrastructure across approximately 20% of the current UK broadband market. As a private company, the board of CityFibre believe the Acquisition will create the required environment for CityFibre to deliver meaningful growth and attain a strong market position with the appropriate funding and support. Antin Infrastructure Partners and West Street Infrastructure Partners are supportive of CityFibre’s development, and intend to work with management to accelerate the Company’s national FTTP development, delivering on management’s vision to provide full fibre infrastructure across no less than 20% of the UK. CityFibre is now positioned as a primary deliverer of the Government’s national full fibre ambition; transforming the digital infrastructure in towns and cities nationwide and unlocking billions in long term economic reward for the UK’s digital economy. Greg Mesch, Chief Executive of CityFibre, commented: “Having shaken up the UK telecoms market over the last five years and sparked the race to deliver a full fibre future for Britain, this transaction will enable CityFibre to accelerate our deployment of transformational digital infrastructure still further. These are exciting times, and as the only builder of scale, CityFibre is ideally positioned to make the most of this opportunity to modernise the UK’s digital infrastructure.” “I would like to take this opportunity to thank the shareholders who have supported us since our initial listing on AIM. We have raised over £320m on AIM and believe that without the support of the capital markets, our progress both operationally and strategically would not have been so rapid.” Commenting on the Acquisition, Philippe Camu, Global Head of West Street Infrastructure Partners and Mark Crosbie, Managing Partner of Antin Infrastructure Partners, said: “We are delighted to be supporting CityFibre through its next cycle of growth and believe the business is ideally placed to continue to transform the UK telecommunications market. With the need for next generation infrastructure growing at pace, the provision of high quality fibre networks is vital to the ongoing economic development of the UK, and CityFibre sits firmly at the centre of that structural shift.” For further information, please contact:

CityFibre Infrastructure Holdings plc	www.cityfibre.com
Greg Mesch, Chief Executive Officer	Tel: 020 3510 0602
Terry Hart, Chief Financial Officer

Rothschild (Financial Advisor to CityFibre)	www.rothschild.com
Anton Black / Warner Mandel / Mitul Manji	Tel: 020 7280 5000

finnCap (Nomad and Joint Broker)	www.finncap.com
Stuart Andrews / Christopher Raggett (Corporate Finance)	Tel: 020 7220 0500

Liberum (Joint Broker)	www.liberum.com
Steve Pearce / Richard Bootle	Tel: 020 3100 2000

Vigo Communications	www.vigocomms.com
Jeremy Garcia / Fiona Henson	Tel: 020 7390 0238

About CityFibre: CityFibre is the UK’s leading alternative provider of wholesale full-fibre network infrastructure. With duct and fibre footprints in over 50 cities throughout the UK, it provides a portfolio of active and dark fibre services to its customers which include service integrators, enterprise and consumer service providers, local authorities and mobile operators. CityFibre has begun a roll-out of Fibre-to-the-Premises in a strategic partnership with Vodafone, targeting 5 million homes and businesses by 2025. www.cityfibre.com About Antin Infrastructure Partners: Antin Infrastructure Partners is a leading independent European private equity firm focused on infrastructure investments. The firm invests solely in infrastructure, with a primary focus on European infrastructure assets across the telecom, energy & environment, transport and social sectors. Antin Infrastructure Partners has raised €7.4 billion of capital since its inception, including co-investment by its institutional investors alongside the funds. About West Street Infrastructure Partners: West Street Infrastructure Partners is one of a series of funds managed by Goldman Sachs within its Merchant Banking Division to make direct investments in infrastructure and infrastructure-related assets and companies globally. Goldman Sachs is a leading global investment banking, securities and investment management firm headquartered in New York and with offices around the world, including London. With over $163 billion of capital raised since 1986 (as of 31 December 2017) Goldman Sachs’ Merchant Banking Division is one of the world’s leading private investing platforms, with a mandate to manage Goldman Sachs’ private investment activities across dedicated corporate, real estate and infrastructure investment strategies. Since the inception of the infrastructure business in 2006, the Merchant Banking Division has raised more than $13 billion of capital dedicated to the infrastructure investment strategy, including co-investment by its institutional investors alongside the funds.