SECOND NOTICE TO HOLDERS OF THE HYBRID CERTIFICATES

Exchange Offer

On 14 November 2024, Infracorp B.S.C. (c) (Infracorp) issued a notice (the First Notice) whereby it invited holders of the outstanding U.S.$1,000,000,000 Exchangeable Hybrid Capital Certificates issued by Infracorp Sukuk Limited (ISIN: XS2443909192) (the Hybrid Certificates) to offer to exchange their Hybrid Certificates, up to an aggregate face amount of U.S.$500,000,000, for new U.S. dollar-denominated fixed rate senior sukuk (the New Senior Sukuk) to be issued by Infracorp Senior Sukuk Limited with Infracorp B.S.C. (c) as the obligor (the Exchange Offer). The Exchange Offer and the New Senior Sukuk have been approved by the shareholders of Infracorp, however the final terms thereof remain subject to requisite approvals/notifications. This notice supplements, and must be read in conjunction with, the First Notice.

Amendments to the First Notice

1.    The First Notice attached a term sheet setting out inter alia the key terms of the New Senior Sukuk (the Original Term Sheet).  The Original Term Sheet has now been revised by Infracorp, and the revised term sheet is attached hereto (the Revised Term Sheet).

2.   The First Notice contained a section titled "Consent solicitation and additional information with respect to the Hybrid Certificates" which has now been revised by Infracorp and is set out below: 

Infracorp will be undertaking a consent solicitation exercise (the CS) with respect to the Hybrid Certificates which is expected to be effective by 5 December 2024. Pursuant to the CS, Infracorp will request holders of the Hybrid Certificates to agree to certain amendments to the terms of the Hybrid Certificates with such amendments being those described in sub-paragraphs (1), (2) and (3) below save that, in relation to sub-paragraph (3) below, the italicised text is included by way of disclosure only and does not, and will not, form part of the contractual terms and conditions of the Hybrid Certificates. All other aspects of the terms and conditions of the Hybrid Certificates as set out in the declaration of trust dated 15 March 2022 as supplemented by the supplemental declaration of trust dated 28 March 2024 in each case made between Infracorp Sukuk Limited, Infracorp and Citibank N.A., London Branch will remain unchanged:

(1)   the Periodic Distribution Dates to be amended from 15 March and 15 September in each year to 12 June and 12 December in each year;

(2)    the First Call Date to be amended from 15 March 2027 to 12 December 2029; and

(3)    the expected Profit Rate to be amended:

from

(a)          7.5 per cent. per annum (up to the First Call Date) (with 4 per cent. per annum in cash and 3.5 per cent. per annum in the form of PIK (as defined in the Revised Term Sheet)); and

(b)          8.5 per cent per annum (from the First Call Date) (with 4 per cent. per annum in cash and 4.5 per cent. per annum in the form of PIK),

to

(c)          7.5 per cent. per annum (before and after the First Call Date) (with (1) inter alia the Planned Cash Profit Rate (as defined in the Revised Term Sheet) in cash and the remainder in the form of PIK (up to the First Call Date); and (2) 7.5 per cent. per annum in cash (from the First Call Date)).

The Schedule to the Revised Term Sheet also sets out amounts and dates on which Infracorp presently intends to make payments based on its business plan and expected capacity to pay (noting that such information does not, and will not, form part of the contractual terms and conditions of the Hybrid Certificates) (the Additional Information). The Additional Information includes the following with respect to the Hybrid Certificates (please see the Revised Term Sheet for further details):

A.   the present intention of Infracorp to postpone all payments of periodic distribution amounts with respect to the Hybrid Certificates until 12 June 2026, provided that profit amounts are presently intended to be calculated from (and including) 15 September 2024 (being the most recent periodic distribution date) at the rates set out in the Revised Term Sheet; and

B.    the respective portions of the profit rate (used to calculate the periodic distribution amounts) that Infracorp presently intends to:

(i)    pay, i.e. to be revised from 4 per cent. per annum to (A) (up to the First Call Date) inter alia the Planned Cash Profit Rate which is to be calculated by reference to 50 per cent of the consolidated net profit of Infracorp for the most recent financial year ended immediately prior to the relevant periodic distribution date, expressed in U.S. dollars (capped at 7.5 per cent. per annum); and (B) (from the First Call Date) 7.5 per cent. per annum;

(ii)   defer, i.e. to be revised (A) (up to the First Call Date) from 3.5 per cent. per annum to 7.5 per cent. per annum minus the Planned Cash Profit Rate (subject to a floor of zero); and (B) (from the First Call Date) from 4.5 per cent. per annum to zero; and

(iii)   cancel, i.e. being the previously deferred amounts of PIK of 3.5 per cent.  per annum for the period from the Issue Date of the Hybrid Certificates (being 15 March 2022) to the effective date of the CS (expected to be 5 December 2024).

Preliminary programme offering circular and preliminary pricing supplement

In accordance with the First Notice, we also attach (1) the preliminary programme offering circular and (2) the preliminary pricing supplement in relation to the New Senior Sukuk.

General

Please note that Infracorp may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time (subject to applicable law). In addition, offers of Hybrid Certificates for exchange may be rejected in the sole discretion of Infracorp for any reason and Infracorp is under no obligation to holders to furnish any reason or justification for refusing to accept an offer of Hybrid Certificates for exchange.

In addition, with respect to the CS, Infracorp will be sending holders of the Hybrid Certificates (via email only) a form of the written resolution (the Written Resolution) to be signed by or on behalf of such holders. Please note that to the extent you did not receive this notice directly via an email from Infracorp, then please provide your email address to Infracorp (to the contact person listed below) in order to ensure that you may receive the form of the Written Resolution.

Questions and requests for assistance in connection with the Exchange Offer and/or the delivery of Instruction Emails may be directed to the following personnel at Infracorp:

DATED: 21 November 2024

http://www.rns-pdf.londonstockexchange.com/rns/2378N_1-2024-11-21.pdf

http://www.rns-pdf.londonstockexchange.com/rns/2378N_2-2024-11-21.pdf

http://www.rns-pdf.londonstockexchange.com/rns/2378N_3-2024-11-21.pdf