Ecofin Water & Power Opportunities : Subsidiary Scheme and Reconstruction

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR THE REPUBLIC OF SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.

This document is an announcement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the Ecofin Global Prospectus (as defined herein). This announcement is not an offer to sell, or a solicitation of an offer to acquire, securities in the United States or in any other jurisdiction in which the same would be unlawful. Neither this announcement nor any part of it shall form the basis of or be relied on in connection with, or act as an inducement to enter into, any contract or commitment whatsoever.

6 July 2016

Ecofin Water & Power Opportunities plc

EW&PO Finance plc

Subsidiary Scheme of Reconstruction

On 31 May 2016, Ecofin Water & Power Opportunities plc ('EWPO' or the 'Company') published a circular and notice of general meeting to be held on 24 June 2016 at which the Company's shareholders (the 'EWPO Shareholders') would vote on the continuation of the Company (the 'Continuation Vote'). The circular contained details of a proposed scheme of reconstruction of EWPO under section 110 of the Insolvency Act, 1986 (as amended) that the board of directors of EWPO (the 'Board') would seek to implement subject to the passing of the Continuation Vote ('Reconstruction Proposals').

The Continuation Vote was passed by EWPO Shareholders on 24 June 2016 and, as such, the Board intends to put forward the Reconstruction Proposals pursuant to which EWPO Shareholders will be:

(i) issued with shares in Ecofin Global Utilities and Infrastructure Trust plc ('Ecofin Global'), a newly incorporated investment trust that would invest in listed global utilities and infrastructure equities and which additionally may hold, to a limited extent, related fixed-income securities;

(ii) issued with shares in EF Realisation Company Limited ('EF Realisation'), a newly incorporated Guernsey closed-ended investment company that would hold the illiquid assets currently owned by the Company; and

(iii) offered a cash exit for up to 35 per cent. of the Company's net assets less the cost of the Reconstruction Proposals (the 'Cash Exit').

The Company also indicated its intention to offer the opportunity for ZDP Shareholders to roll over their investment in ZDP Shares into Ecofin Global Shares pursuant to a scheme of reconstruction to be undertaken by EW&PO Finance plc (the 'Subsidiary'), a wholly-owned subsidiary of the Company, the issuer of the ZDP Shares (the 'Subsidiary Scheme').

In light of the maturity of the ZDP Shares on 31 July 2016 and the passing of the Continuation Vote, the Subsidiary has today published a circular (the 'Subsidiary Scheme Circular') that will be posted to ZDP Shareholders. It is expected that a circular in connection with the proposed scheme of reconstruction of EWPO (the 'EWPO Scheme') will be sent to the EWPO Shareholders on or around 27 July 2016.

Subsidiary Scheme

Under the terms of the Subsidiary Scheme, conditional on the passing of the Subsidiary Scheme Resolutions at the Subsidiary Scheme Meetings, Qualifying ZDP Shareholders will be given the opportunity to roll over all or part of their investment in the ZDP Shares into Ecofin Global Shares.

Those ZDP Shareholders who elect to roll over their investment pursuant to the Subsidiary Scheme will have the value attributable to their holdings of ZDP Shares rolled over into Ecofin Global Shares at the Ecofin Global Issue Price (as defined below) on the EWPO Scheme Effective Date.

The 'Ecofin Global Issue Price' will be calculated on the basis of the value of the Ecofin Global Rollover Fund divided by the total number of Ecofin Global Shares to be issued to EWPO Shareholders pursuant to the EWPO Scheme.

The issue of Ecofin Global Shares to Qualifying ZDP Shareholders who make an election to roll over under the Subsidiary Scheme will only become effective if the EWPO Scheme becomes unconditional and effective in accordance with its terms. In the event that the EWPO Scheme does not become effective, the elections to roll over under the Subsidiary Scheme will not be implemented. In these circumstances, Qualifying ZDP Shareholders who have made an election to roll over will instead have all of their ZDP Shares redeemed and will be paid the Final Capital Entitlement in respect of their entire holding of ZDP Shares.

Benefits of the Subsidiary Scheme

The Directors consider that the Subsidiary Scheme should have the following benefits for ZDP Shareholders as compared to their current position:

· ZDP Shareholders who may be subject to UK capital gains tax or corporation tax on chargeable gains should be able to roll over their investment into Ecofin Global and thereby continue to receive investment returns without triggering an immediate liability to UK capital gains tax or corporation tax;

· The roll-over into Ecofin Global will provide those Qualifying ZDP Shareholders who elect for the Rollover Option with: (i) exposure to a portfolio of listed, liquid investments in the utilities and infrastructure sectors that will not be co-joined with the illiquid assets currently held by EWPO; (ii) shares in a company with a clean and simple capital structure consisting of only shares and flexible bank debt; and (iii) an attractive yield at a time of record low interest rates; and

· The Subsidiary Scheme will not impact the timeframe for ZDP Shareholders to receive their Final Capital Entitlement in cash if they do not wish to roll over into Ecofin Global.

ZDP Shareholder Meetings

The implementation of the Subsidiary Scheme will require ZDP Shareholders, at the ZDP Shareholders' Class Meeting, to approve the variation of the rights attaching to the ZDP Shares which will result from the passing of the special resolution to be proposed at the First Subsidiary General Meeting. The notice convening the ZDP Shareholders' Class Meeting for 12 noon on 22 July 2016 at which such approval will be sought is set out the end of the Subsidiary Scheme Circular. The ZDP Shareholders' Class Meeting will be held at the offices of Norton Rose Fulbright LLP, 3 More London Riverside, London SE1 2AQ.

All ZDP Shareholders are entitled to attend and vote at the ZDP Shareholders' Class Meeting.

Publication of Subsidiary Scheme Circular and Ecofin Global Prospectus

The Subsidiary Scheme Circular will be posted to ZDP Shareholders today along with a copy of the Ecofin Global Prospectus.

The Subsidiary Scheme Circular and the Ecofin Global Prospectus will shortly be available onwww.ecofin.co.uk/eco/en/products/ewpo/investor/ecofinglobaland on the National Storage Mechanism athttp://www.morningstar.co.uk/uk/nsm.

Expected Timetable

Only holders of the Subsidiary's Ordinary Shares may attend and vote at the Subsidiary General Meetings.

For the avoidance of doubt the Subsidiary's Register will remain open until the Subsidiary Scheme Effective Date.

Reclassified ZDP Shares are a technical requirement of the Subsidiary Scheme and will be created if the resolutions to be proposed at the First Subsidiary General Meeting are passed and become effective.

As at the date of this announcement, the dates on which the EWPO Scheme Circular will be published, the EWPO General Meetings held and on which all other actions resulting from the implementation of the EWPO Scheme will occur, are not known, but the dates set out above reflect the EWPO Directors' current expectations as to the timing of such events. In any event it is intended that the EWPO Scheme will become effective (subject to the satisfaction of all relevant conditions) by no later than 30 September 2016.

This announcement does not contain all the information which is contained in the Subsidiary Scheme Circular. ZDP Shareholders should read the Subsidiary Scheme Circular and the Ecofin Global Prospectus to make informed elections under the Reconstruction Proposals.

Defined terms used in this announcement have the meanings given in the Subsidiary Scheme Circular unless the context otherwise requires.

Enquiries: