RM Infrastructure Income : RMII Strategic Review Presentation -08-23

RM Infrastructure Income PLC Strategic Review Update

August 2023

Disclaimer

All information and opinions contained in this document have been provided by RM Capital Markets Limited ("RM"), which is authorised and regulated by the Financial Conduct Authority (registration number 562209). They have not been independently verified as to their accuracy by either RM or any other party. Whilst the information contained in this document has been prepared in good faith, no representation or warranty, express or implied, is given by RM or any of its directors, partners, members, officers, affiliates, employees, advisers or agents (and any warranty expressed or implied by statute is hereby excluded) as to the accuracy or completeness of the contents of this document, nor is RM or any other party under any obligation to update this document or correct any inaccuracies or omissions. All information herein is subject to amendment.

The projected financial information contained in this document is based on judgemental estimates and assumptions made by RM about circumstances and events that have not yet taken place. Accordingly, there can be no assurance that the projected results will be attained. No representation or warranty whatsoever is given in relation to the reasonableness or achievability of the projections contained in this document or in relation to the bases and assumptions underlying such projections and you must satisfy yourself in relation to the reasonableness, achievability and accuracy thereof. No responsibility or liability is accepted by RM for any loss or damage howsoever arising that you may suffer as a result of any decision by you to rely on any of the contents of this document.

The information and any views contained in this document are provided for general information only. Nothing in this document constitutes an offer, recommendation, invitation, inducement or solicitation to invest in RM Infrastructure Income plc ("RMII"). Nothing contained in this document is intended to constitute legal, tax, securities or investment advice. You should seek individual advice from an appropriate independent financial and/or other professional adviser before making any investment or financial decision. This document is intended only for persons in the UK and persons in any other jurisdiction to whom such information can be lawfully communicated without any approval being obtained or any other action being taken to permit such communication where approval or other action for such purpose is required. This document is not directed at and is not for use by any other person.

You should remember that the value of an investment in RMII, and any income from it, may go down as well as up, and is not guaranteed, and investors may not get back the amount of money invested. There is no assurance that the investment objective of RMII will be achieved. Further, the market price of RMII shares may not fully reflect their underlying net asset value and it is not uncommon for the market price of investment company shares to trade at a substantial discount to their net asset value. This discount may increase or reduce due to market factors which are unrelated to RMII's net asset value or performance. You should also remember that past performance cannot be relied on as a guide to future performance and that rates and levels of taxation may change.

This document has not been approved for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, this document is only being made available or distributed to you on the basis that you have previously confirmed that you are: (a) an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("FPO"); (b) a high net worth company, unincorporated association or other body within the meaning of article 49 of the FPO; or (c) that another relevant exemption in the FPO applies.

Recipients should not regard the information within this presentation as a substitute for the exercise of their own judgment. The information in this presentation has no regard to the specific investment objectives, financial situation or particular needs of any specific recipient. In the absence of detailed information about you, your circumstances or your investment portfolio, the information does not in any way constitute investment advice.

If you are in any doubt as to the suitability of the shares for your circumstances, you should seek independent advice from a tax adviser or investment professional, as appropriate.

2

Strategic Review Process

• In May 2021, the non-executive Board of RM Infrastructure Income PLC ("RMII") committed to bring the shareholder consultation exercise forward one year if the shares were trading at an average discount of greater than 0% over the 6-month period 1 October-31 March 2023.
• During Q2 2023, the non-executive Board, Broker and RM Funds consulted with shareholders as to their views relating RMII. Four options were presented to shareholders:

➢

➢

➢

➢

Continuation Partial exit

Merger of assets with another suitable investment company Managed wind down

• 16 Shareholders representing c66 % of the shareholder base1,2, provided feedback, and indicated potential avenues to explore. RMII's Corporate Brokers and the non-executive Board led this process. The feedback was as follows:

➢

➢

➢

➢

88% of investors wished the merger option to be explored

52% of investors considered a managed wind down as an option 41% of investors were interest in a continuation as an option 11% of investors would look at partial exit

• Over the period, the non-executive Board and its advisors have received indicative non-binding interest from 5 parties to date, including a range of options from asset purchases, to a change of the Investment Manager. RMII data has been shared in order to facilitate such discussions.

1Excluding RM Capital Markets Limited holding representing 1.1% of shareholder register;

2Excluding funds independently managed by RM Funds representing 1.25% of shareholder register.

3

Strategic Review Process Continued

• Three such expressions of interest have not progressed; two dialogues remain active.
• The non-executive Board of RMII note the RNS release by GCP Infrastructure Investments ("GCP") and the subsequent release by RMII.
• To aid investors, RM Funds have compiled this document, this also includes information relating to the proposals received, and run-off options.
• Dialogue between the respective parties continues, however at this time there remains no certainty that either of the proposals received will develop into a recommendable transaction. For the avoidance of doubt, neither approach anticipates any offer for the Company, recommended or otherwise, under the City Code on Takeovers and Mergers.

4

➢

Expression of interest - GCP Infrastructure Investments

➢ Potential combination - transfer of non-cbils assets in exchange for news shares in GCPI on a NAV/NAV basis.	➢OCF Reduction1: 0.77% of NAV per
➢ The proposal is to create a materially larger entity (13.5x) with approximately £1.45bn assets.		year saving
➢ The combined entity would deliver reduced costs, higher daily liquidity and offer portfolio	diversification	➢Increased Daily Liquidity1,2: Increase
	across a larger pool of investments, among other benefits. RM Funds notes this aligns with investor feedback
	during its own consultation process in late May and early June.		of c.1,200% from 112,000 shares a
➢ To date the Chairman and advisors have met their respective counterparts. RM Funds has been in active dialogue with	day to 1,413,000 using	12-month
average trailing turnover figures.
	Gravis Capital Management ("Gravis") the investment Manager to both GCP Infrastructure Investments (GCP and GCP
	Asset Backed Income ("GABI") for several months.		➢Tighter Bid/Ask Spread1,2: Potential
➢	Gravis is a subsidiary of the circa £18bn market capitalisation Orix Corporation, with assets under management in
	reduction by circa 85% in new GCP
	excess of €300bn.
		entity not including increased size.
	The expectation is any structure, would need to also provide a degree of liquidity to existing RMII shareholders, it
	is proposed this would be via the run-off of the CBILS portfolio. In addition, RMII advisors are exploring the ability for	➢Greater Portfolio Diversification1:
	shareholders to mix and match depending on their specific requirements, potentially providing either greater on-
	going liquidity and exposure to the asset class or a higher level of capital return.		Greater	diversification	across
➢ Assuming the respective Board's reach satisfactory terms, RM Funds and Gravis will negotiate suitable arrangements	counterparties and assets.
	which would include staff resources (aligning with feedback from RMII shareholders about the quality of RM Funds team)	➢Diverse Shareholder Register1,2:
	and continuations from the investee company perspective. This would be documented and paid for	separately, and
	details released at the appropriate time.		Shareholder	holding %	reduce

materially for all existing RMII shareholders

➢Alignment1: re Cash Dividend Yield and Target NAV Returns

1RM Funds analysis and estimates, this is not forward guidance.

2RM Funds analysis and estimates, based on Bloomberg data. This is not forward guidance..

5