Under the terms and subject to the conditions of the Offer, as varied by the Notice of Variation, each IPL
shareholder will have the ability to elect to receive, per IPL share, either C$19.50 in cash or 0.225 of a Brookfield Infrastructure Corporation (NYSE: BIPC; TSX: BIPC) class A exchangeable share (BIPC Share), subject to pro-ration with maximum cash consideration of approximately C$5.56 billion (representing 74% of the total consideration) and maximum BIPC Shares issued of 23.0 million aggregate shares (representing 26% of
the total consideration), respectively. IPL shareholders may elect cash consideration in respect of a portion of their IPL shares and BIPC Shares in respect of a portion of their IPL shares. The share exchange ratio has been calculated based on the
closing price of the BIPC Shares on May 28, 2021, consistent with Brookfield Infrastructures final proposal presented privately to IPLs Special Committee. The Offer also includes an option for eligible Canadian shareholders to
access a tax deferred rollover in respect of any BIPC Shares received pursuant to the Offer.
In the event of
pro-ration, for those eligible shareholders who elect to receive 100% of their consideration in BIPC Shares on a tax-deferred rollover basis, the 23.0 million
maximum BIPC Shares issuable under the Offer would be increased up to an incremental 8 million BIPC Shares (with such incremental shares priced at the fair market value as of the expiry date of the Offer, in lieu of cash) to ensure every
eligible shareholder who may elect to receive 100% of their consideration in BIPC Shares on a tax-deferred basis has an ability to maximize the amount of tax-deferred
consideration they receive.
The consideration under the Offer was valued at C$19.75 per IPL share on June 1, 2021, based on the closing price of the
BIPC Shares on that day, the last trading day prior to Brookfield Infrastructures announcement of its intention to revise the Offer, and assuming a mix of 74% cash consideration and 26% BIPC Share consideration due to prorating.
The Offer is open for acceptance until 5:00 p.m. (Mountain Standard Time) on Tuesday, June 22, 2021.
Offer Details
Pursuant to the Notice of Variation,
Change and Extension, Brookfield Infrastructure has satisfied or waived certain conditions to the Offer, including receipt of key regulatory approvals, absence of material changes to IPLs business, Brookfield Infrastructure owning not less
than 662⁄3% of the IPL Shares, calculated on a fully diluted basis, after taking up IPL Shares deposited under the Offer and not withdrawn and confirmation that the
IPL shareholder rights plan will not adversely affect the Offer. The Offer remains subject to the non-waivable statutory condition that more than 50% of the outstanding IPL Shares, excluding IPL Shares
beneficially owned by Brookfield Infrastructure, are deposited under the Offer and not withdrawn.
Brookfield Infrastructure encourages IPL shareholders
to read the full details of the Offer set forth in the original Offer to Purchase and Circular dated February 22, 2021 (the Offer and Circular) and the Notice of Variation, Change and Extension, which contains the full terms
and conditions of the Offer and other important information as well as detailed instructions on how IPL shareholders can tender their IPL shares to the Offer.
IPL shareholders who have questions or require assistance in depositing IPL shares to the Offer, IPL shareholders should contact the Information Agent and
Depositary, Laurel Hill Advisory Group, by telephone at 1-877-452-7184 (North American Toll Free Number) or 416-304-0211 (outside North America) or by email at assistance@laurelhill.com.
Copies of the Offer and Circular and the Notice of Variation, Change and Extension are available without charge on request from the Information Agent and are
available at www.ipl-offer.com or on SEDAR at www.sedar.com.
Advisors
Brookfield Infrastructure has engaged BMO Capital Markets and Barclays Capital Canada Inc. to act as joint financial advisors and McCarthy Tétrault LLP
to act as its legal advisor in connection with the Offer. Laurel Hill Advisory Group has also been engaged to act as Brookfield Infrastructures strategic communications advisor and information agent.
Brookfield
Infrastructure Partners L.P. 3