GCP Infrastructure Investments Regulatory News (GCP)

NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO U.S. PERSONS OR INTO OR IN THE UNITED STATES, AUSTRALIA, CANADA, SOUTH AFRICA OR JAPAN

This announcement is an advertisement and not a prospectus. Any decision to invest in any securities referred to in this announcement must be made exclusively on the basis of the prospectus published by the Company on 30 March 2015, and any supplement thereto, in connection with a placing programme (the "Placing Programme") for ordinary shares of £0.01 each ("Ordinary Shares"), to be admitted to the Premium Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange (the "Prospectus"). A copy of the Prospectus is available for inspection at www.morningstar.co.uk/uk/NSM. This announcement does not constitute a recommendation regarding any securities.

GCP Infrastructure Investments Limited

(the "Company")

NAV and proposed Placing under Placing Programme

03 June 2015

Net asset value of the Company's shares

As at close of business on 29 May 2015, the unaudited net asset value per Ordinary Share of the Company was 106.36 pence. The net asset value takes into account cash, other assets, accrued liabilities and expenses and leverage (if any) of the Company attributable to the Ordinary Share Class.

The Company's valuation agent, Mazars LLP ("Mazars"), values the Company's investment portfolio on a monthly basis. In light of current market conditions, as at 29 May 2015 Mazars reduced the discount rate used to value certain of the Company's solar investments. This resulted in a reduction of the weighted average discount rate from 8.6 per cent. to 8.4 per cent. and an increase in the net asset value per Ordinary Share of 1.4 pence.

The latest fact sheet in relation to the Company is available at:

http://www.gcpuk.com/gcp-infrastructure-investments-ltd/investor-reports

Placing under the Placing Programme

Further to the announcement by the Company on 29 May 2015, the Board of Directors of the Company is pleased to announce an initial placing of new Ordinary Shares under the Placing Programme, seeking to raise up to £30 million of gross proceeds in accordance with the Prospectus published on 30 March 2015 (the "Placing").

The Placing Price has been set by reference to the net asset value as at 29 May 2015 at 114.75 pence per Ordinary Share. This represents a premium of 7.9 per cent. over the net asset value as at 29 May 2015 and the Placing will therefore be NAV accretive for existing shareholders. The Placing Price also represents a discount of 4.2 per cent. to the closing price per Ordinary Share as at close of business on 28 May 2015, the last day prior to the announcement of consideration of a placing, of 119.75 pence.

The Placing is being proposed in order to allow the Company to take advantage of a number of attractive immediate investment opportunities in accordance with the Company's investment objective and policy. The existing cash resources of the Company, together with the net proceeds of the Placing, are intended to be deployed by the Company in these opportunities in accordance with its investment policy.

The Placing will be non pre-emptive and shall commence immediately following this announcement.

Qualified investors should communicate their firm interest to their usual sales contact at either Stifel Nicolaus Europe Limited ("Stifel") or Cenkos Securities plc ("Cenkos"), providing a clear indication of the number of new Ordinary Shares which such qualified investor wishes to subscribe for under the Placing.

The decision to allot any new Ordinary Shares to any qualified investors shall be at the discretion of the Company, Stifel and Cenkos. Stifel and Cenkos reserve the right, after consultation with the Company, to scale back applications under the Placing at their absolute discretion in such amounts as they consider appropriate.

Application will be made to the UK Listing Authority for all of the new Ordinary Shares issued pursuant to the Placing to be admitted to the premium segment of the Official List and for all such new Ordinary Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that such admission will become effective and dealings in such new Ordinary Shares will commence on 12 June 2015.

The expected timetable for the Placing is set out below. The timetable is subject to change at the discretion of the Company, Stifel and Cenkos.

Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus dated 30 March 2015.

Important Information

Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by Stifel Nicolaus Europe Limited or Cenkos Securities plc who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc" falling within Article 49(2) of the FPO, or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to herein must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.

The new Ordinary Shares that are the subject of the Placing are not being offered or sold to any person in the European Union, other than to "qualified investors" as defined in Article 2.1(e) of Directive 2003/71/EC, which includes legal entities which are regulated by the Financial Conduct Authority or entities which are not so regulated whose corporate purpose is solely to invest in securities.

This announcement is not for distribution, directly or indirectly, in or into the United States of America (including its territories and possessions, any state of the United States of America and the District of Columbia) (the "United States"), Australia, Canada, Japan or South Africa or into any other jurisdiction where applicable laws prohibit its release, distribution or publication. This announcement does not constitute, or form part of, an offer to sell, or a solicitation of an offer to purchase, any securities in the United States, Australia, Canada, Japan or South Africa or in any other jurisdiction where such offer or sale would be unlawful. The securities of the Company have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or the US Investment Company Act of 1940, as amended and may not be offered or sold directly or indirectly in or into the United States or to or for the account or benefit of any US Person (within the meaning of Regulation S under the Securities Act). The securities referred to herein have not been registered under the applicable securities laws of Australia, Canada, Japan or South Africa and, subject to certain exceptions, may not be offered or sold within Australia, Canada, Japan or South Africa or to any national, resident or citizen of Australia, Canada, Japan or South Africa.

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by, Stifel Nicolaus Europe Limited, Cenkos Securities plc or by any of their respective affiliates or agents as to or in relation to the accuracy or completeness of this announcement or any other written or oral information made available to or publicly available to any interested party or their advisers and any liability therefore is expressly disclaimed.

Stifel Nicolaus Europe Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker and joint bookrunner to the Company and is acting for no-one else in connection with the Placing and the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Stifel Nicolaus Europe Limited nor for providing advice in connection with the Placing and the contents of this announcement or any other matter referred to herein.

Cenkos Securities plc, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint broker and joint book runner to the Company and is acting for no-one else in connection with the Placing and the contents of this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Cenkos Securities plc nor for providing advice in connection with the Placing and the contents of this announcement or any other matter referred to herein.