GCP Infrastructure Investments Regulatory News (GCP)

GCP Infrastructure Investments Limited

(the "Company")

C Share Conversion Ratio and Admission of New Ordinary

Shares to Official List and trading on the London Stock

Exchange

7 August 2014

Further to its announcement dated 4 August 2014, the Company is pleased to announce the following information in relation to the conversion of its C Shares.

Conversion Ratio for C Shares

The Net Asset Values attributable to the Ordinary Shares and the C Shares as at the Calculation Time, being 1 August 2014, were 103.20 pence per share and 98.63 pence per share respectively. The Conversion Ratio for conversion of the C Shares, as calculated in accordance with the Company's prospectus dated 12 February 2014 (the "Prospectus"), is 0.9557 Ordinary Shares for every one C Share held.

On the basis of the Conversion Ratio, a holder of 10,000 C Shares will receive 9,557 Ordinary Shares upon Conversion.

Entitlements will be rounded down to the nearest whole share. Any fraction entitlements will be aggregated and sold in the market for the benefit of the Company.

The Ordinary Shares arising on Conversion will rank pari passu with, and will have the same rights as, the Ordinary Shares of the Company already in issue.

Further details of the Conversion and rights attaching to the C Shares are set out in the Prospectus.

Terms defined in the Prospectus have the same meaning in this announcement unless otherwise defined.

Admission to the Official List and to trading on the London Stock Exchange

On the basis of the Conversion Ratio, an application has been made for 76,456,000 Ordinary Shares to be admitted to the Official List of the UK Listing Authority and to trading on the London Stock Exchange. It is expected that such admissions will become effective and that dealings in these New Ordinary Shares will commence on 8 August 2014.

The C Share register is expected to close at 5.30pm on 7 August 2014. The listing of the C Shares is expected to be cancelled from the Official List of the UKLA and from trading on the London Stock Exchange with effect from the opening of trading at 8.00 a.m. on 11 August 2014.

Expected timetable:

Voting Rights and Capital

Effective from 8 August 2014, the Company's share capital will consist of 432,028,449 Ordinary Shares, each Ordinary Share conferring upon the holder one vote. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in their interest in, the Company under the FCA's Disclosure and Transparency Rules.

Contacts

Notes to Editors

The Company

The Company is a closed-ended London Stock Exchange-listed investment company that seeks to generate returns from senior and subordinated infrastructure debt and related and/or similar assets. The Company is advised by Gravis Capital Partners LLP.