BBGI Bbgi Global Infrastructure S.a.

27 February 2025

BBGI Global Infrastructure S.A.

("BBGI" or the "Company")

Second Interim Dividend

Recommended Cash Offer for BBGI - Adjustment to Offer Price

The information contained within this Announcement is deemed by the Company to constitute inside information. Upon the publication of this Announcement via a Regulatory Information Service this inside information is now considered to be in the public domain.

Second Interim Dividend

BBGI Global Infrastructure S.A. (LSE ticker: BBGI), the global infrastructure investment company, is pleased to declare a second interim cash dividend of 4.20 pence per share for the period 1 July - 31 December 2024, to be paid on 16 April 2025 (the Second Interim Dividend). Payment of the Second Interim Dividend is consistent with the Company's target dividend payment of 8.40 pence per share in respect of the financial year ending 31 December 2024.

Details of the Second Interim Dividend are as follows:

Dividend per share:                                                                                                                    4.20 pence

Ex-Dividend Date:                                                                                                                  6 March 2025

Dividend Record Date:                                                                                                           7 March 2025

Payment Date:                                                                                                                        16 April 2025

A scrip alternative will not be available with this dividend payment. 

Adjustment to Offer Price

On 6 February 2025, Boswell Holdings 3 S.C.Sp. (acting by its general partner Boswell Holdings 3 GP S.à r.l.) (Bidco) and the Company announced that they had reached agreement on the terms of a recommended cash offer to be made by Bidco for the entire issued and to be issued share capital of BBGI (the Offer) at a price of 147.5 pence per Company ordinary share (Offer Price). Bidco is indirectly controlled by British Columbia Investment Management Corporation.

As set out in the Offer announcement, the declaration and payment of the Second Interim Dividend by BBGI prior to completion of the Offer would result in a reduction in the Offer Price by the value of such dividend.

As a result of the proposed declaration and payment of the Second Interim Dividend, Bidco confirms that the Offer Price is reduced to 143.3 pence per Company ordinary share (the Adjusted Offer Price). Eligible BBGI shareholders on the register on the Dividend Record Date will be entitled to retain the Second Interim Dividend.

The Offer Document and a notice convening the general meeting in connection with the Offer, are each expected to be published on or around 6 March 2025.

BCI and Bidco have each given and not withdrawn their consent to the publication of this Announcement with the references made to them, the Offer and the statement regarding the Adjusted Offer Price.

FOR FURTHER INFORMATION, PLEASE CONTACT:

NOTES

Unless otherwise defined, all capitalised terms in this announcement have the meaning given to them in the Offer Announcement.

BBGI Global Infrastructure S.A. (BBGI) is a responsible infrastructure investment company and a constituent of the FTSE 250 that invests in and actively manages for the long-term a globally diversified, low-risk portfolio of essential social infrastructure investments.

BBGI is committed to delivering stable and predictable cash flows with progressive long-term dividend growth and sustainable, returns for shareholders. BBGI has a proactive approach to preserving and enhancing the value of its investments, and to delivering well maintained social infrastructure for communities and end users.

All of BBGI's investments are supported by secure public sector-backed contracted revenues, with high-quality inflation linked characteristics. BBGI's investment portfolio is 100% operational with all its investments located across highly rated investment grade countries with stable, well developed operating environments.

Further information about BBGI is available on its website at www.bb-gi.com*.

A copy of this announcement will be made available on BBGI's website at https://www.bb-gi.com/investors/offer

The Company's LEI: 529900CV0RWCOP5YHK95

Any reference to the Company or BBGI refers also to its subsidiaries (where applicable).

* Neither the Company's website nor the content of any website accessible from hyperlinks on its website (or any other website) is (or is deemed to be) incorporated into, or forms (or is deemed to form) part of this announcement.

Important Notices

Jefferies, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for BBGI and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than BBGI for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Jefferies nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Jefferies in connection with this Announcement, any statement contained herein or otherwise.

Winterflood, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for BBGI and no one else in connection with the matters set out in this Announcement and will not regard any other person as its client in relation to the matters in this Announcement and will not be responsible to anyone other than BBGI for providing the protections afforded to clients of Jefferies nor for providing advice in relation to any matter referred to in this Announcement. Neither Winterflood nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Winterflood in connection with this Announcement, any statement contained herein or otherwise.

RBC Europe Limited (trading as RBC Capital Markets) ("RBC"), which is authorised and regulated by the Prudential Regulatory Authority and the FCA in the United Kingdom, is acting exclusively for BCI and Bidco and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than BCI and Bidco for providing the protections afforded to clients of RBC, or for providing advice in connection with the matters referred to in this Announcement. Neither RBC nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of RBC in connection with this Announcement, any statement contained herein or otherwise.

PricewaterhouseCoopers LLP ("PwC") which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for BCI and Bidco and for no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than BCI and Bidco for providing the protections afforded to clients of PwC, or for providing advice in connection with the matters referred to in this Announcement. Neither PwC nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PwC in connection with this Announcement, any statement contained herein or otherwise.

This Announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Offer or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation, sale, issuance or exchange would be unlawful prior to the registration or qualification under the laws of such jurisdiction.

This Announcement has been prepared for the purpose of complying with English law and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor, accountant or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriately authorised independent financial adviser.

Each BBGI Shareholder is advised to consult its independent professional adviser regarding the tax consequences to it (or to its beneficial owners) of the Offer.