24 June 2026

RM Infrastructure Income Plc
(the "Company" or "RMII")

LEI: 213800RBRIYICC2QC958 

Reorganisation of Energie Fitness

Related Party Transaction

RMII announces that, following consultation with the Company's major Shareholders, it has successfully completed a reorganisation of Energie Fitness ("EF"), an investee company in which the Company previously held a 43 per cent. equity interest, in addition to its investments under loan references #76 and #76.1.

Whilst it had originally been envisaged that the reorganisation would be implemented through a pre-pack administration process, a consensual agreement was reached with EF's shareholders pursuant to which their existing equity interests have been acquired for a de minimis amount.

The avoidance of a pre-pack administration process is expected to generate significant cost savings for the Company and, importantly, minimise operational disruption to EF, both of which are beneficial to the Company's overall exposure to the business.

Following completion of the reorganisation, the Company will retain its existing c.£12m nominal senior secured investment loans (references #76 and #76.1) in EF currently marked at c.£7m, while its equity ownership in EF will increase substantially from 43 per cent. to more than 98 per cent. (before equity-based incentive arrangements, as further described below).

Further, under the terms of the reorganisation the Company will make available up to £3 million of additional capital to EF through an increase of its existing senior secured investment loan (reference #76). The additional funding will support both network and non-network club acquisitions and is expected to accelerate EF's EBITDA growth relative to the current trajectory. This is anticipated to facilitate an accelerated realisation of the Company's investments and may provide additional value creation opportunities for RMII Shareholders in respect of the Company's enlarged equity interest in EF.

In addition, and as agreed during the Shareholder consultation process, equity-based incentive arrangements have been put in place for EF's management team and RM Funds (the "Investment Manager") which will only provide upside when RMII's nominal outstanding senior secured loans to EF (plus all accrued interest) are repaid to the Company in full.  Subject to this condition being met, these incentive arrangements award EF's management team and the Investment Manager options over new shares which will amount to 25 per cent. and 15 per cent. respectively of EF's fully diluted issued share capital, save that in respect of the Investment Manager the arrangements will expire on 31 December 2028 and the value of its options at the time of being exercised is capped at 5% of the Company's NAV at the date the incentive arrangements are put in place. On the basis that these incentive arrangements vest in full, the Company's equity ownership in EF on a fully diluted basis would be c.58% of EF's enlarged issued share capital.

Related Party Transaction

The Investment Manager is defined as a related party of the Company under UKLR 11.5.3 of the UK Listing Rules (the "UKLRs").

The equity incentive arrangement to be provided to the Investment Manager, as highlighted above, constitutes a 'relevant' related party transaction (as defined in the UKLRs) to which the requirements of UKLR 11.5.4 apply. Under UKLR 11.5.4, there is no requirement for shareholders to vote on the equity incentive to be provided to the Investment Manager.

The Board, having been so advised by Singer Capital Markets Advisory LLP (acting in its capacity as the Company's sponsor), considers the equity incentive arrangement to be fair and reasonable as far as the Company's shareholders are concerned.  In providing advice to the Directors, Singer Capital Markets Advisory LLP has taken into account the Directors' commercial assessments.

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About RM Infrastructure Income Plc 

The Company is a closed-ended investment trust established to invest in a portfolio of secured debt instruments.

On 20 December 2023, shareholders approved the implementation of the Managed Wind-down of the Company. Accordingly, the Company's investment objective was restated as follows: "The Company aims to conduct an orderly realisation of the assets of the Company, to be effected in a manner that seeks to achieve a balance between returning cash to Shareholders promptly and maximising value."

For more information, please refer to the Company's website at https://rm-funds.co.uk/rm-infrastructure-income-2/. The content of the Company's website referred to in this announcement is not incorporated into and does not form part of this announcement.

About RM Funds

RM Funds is an alternative asset manager. Founded in 2010, with offices in Edinburgh, and London, the firm manages capital on behalf of institutional investors, multi-asset allocators, wealth managers and retail investors. RM Funds focuses on real asset investing across liquid alternatives and private markets.

RM Funds is a delivery partner to the British Business Bank in connection with the Coronavirus Business Interruption Loan Scheme. RM Funds is a trading name of RM Capital Markets Limited.