GCP Infrastructure Investments Regulatory News (GCP)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, TO US PERSONS OR IN OR INTO THE UNITED STATES, OR INTO OR FROM AUSTRALIA, CANADA OR JAPAN.

This announcement is an advertisement and not a prospectus. Any decision to invest in the securities referred to in this announcement must be made exclusively on the basis of the prospectus published on 12 February 2014 by the Company and any supplement thereto (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")

Net Asset Value of the Company's Shares, Placing Price and maximum size of Placing

17 November 2014

As at close of business on 10 November 2014, the unaudited net asset value per Ordinary Share of the Company ("NAV") was 103.18 pence. The NAV takes into account cash, other assets, accrued liabilities and expenses and leverage (if any) of the Company attributable to the Ordinary Share Class.

Further to the announcement by the Company on 30 October 2014 of the intention to raise additional capital by way of a further issuance of Ordinary Shares under the Placing Programme in accordance with the Prospectus published on 12 February 2014 (the "Placing"), the Board of Directors of the Company (the "Board") is pleased to announce that the Placing Price has been set at 111.75 pence per Ordinary Share. This represents a premium of 8.3 per cent. over the NAV as at 10 November and the Placing will therefore be accretive for existing shareholders. The Placing Price also represents a discount of 3.9 per cent. to the closing price per Ordinary Share as at close of business on 14 November 2014 of 116.25 pence.

The Board, taking account of the availability of suitable investment opportunities, announces that up to £70 million of gross proceeds are intended to be raised under the Placing.

Qualified investors are invited to apply for new Ordinary Shares by contacting either Oriel Securities Limited ("Oriel Securities") or Cenkos Securities plc ("Cenkos Securities"). The decision to allot any shares to any qualified investors shall be at the discretion of the Company, Oriel Securities and Cenkos Securities.

Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus dated 12 February 2014.

The expected timetable for the Placing remains as previously announced, as set out below. The timetable is subject to change at the discretion of the Company, Oriel Securities and Cenkos Securities.

About GCP Infrastructure Investments Limited

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.

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 Oriel Securities 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, Oriel Securities 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.

Oriel Securities 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 Oriel Securities 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.