GCP Infrastructure Investments Regulatory News (GCP)

GCP Infrastructure Investments Limited

("GCP Infra" or "the Company")

LEI: 213800W64MNATSIV5Z47

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 neither an advertisement, a prospectus nor a financial promotion. Any investment in any shares referred to in this announcement should be made only on the basis of information in the prospectus (the "Prospectus") published by the Company on 28 March 2017 in connection with a placing programme (the "2017 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 and the supplementary prospectus (the "Supplementary Prospectus") following the publication of the Company's annual report and accounts for the year ended 30 September 2017, which is expected to be published on or around 8 January 2018. 

Placing under Placing Programme

The Board of Directors of GCP Infra, the only listed infrastructure fund focused primarily on investments in UK infrastructure debt, today announces a placing of new Ordinary Shares under its 2017 Placing Programme (the "Placing"). The Placing will seek to raise gross proceeds of c. £60 million in accordance with the Prospectus and the Supplementary Prospectus.

The Placing is being effected in order to allow the Company to take advantage of a number of attractive investment opportunities in the near term and in accordance with the Company's investment objective and policy. 

The Placing Price has been set at 122.0 pence per Ordinary Share. The Placing Price represents a discount of 5.0 pence per Ordinary Share to the closing market price per Ordinary Share on 5 January 2018, of 127.0 pence. Qualified investors participating in the Placing will be entitled to receive the quarterly dividend in respect of the period from 1 October to 31 December 2017 which is expected to be declared by the Company on or around 18 January 2018.

The Placing will be NAV accretive for existing shareholders.

The Placing will be non pre-emptive and shall commence immediately following this announcement. Under the terms of the Company's 2017 Placing Programme the Board has the discretion to issue up to a maximum of c.158.55 million new Ordinary Shares.

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

The decision to allot any new Ordinary Shares to any qualified investors shall be at the discretion of the Company and Stifel. Stifel reserves the right, after consultation with the Company and the Investment Adviser, to scale back applications under the Placing at their absolute discretion in such amounts as they consider appropriate. The Placing is subject to the terms and conditions of the 2017 Placing Programme set out in the Prospectus.

The Prospectus, which has been approved by the UK Listing Authority is available for viewing at www.morningstar.co.uk/uk/nsm and at https://www.graviscapital.com/funds/gcp-infra/literature.

Applications 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 16 January 2018.

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

This announcement contains inside information.

Unless otherwise defined herein, terms used in this announcement shall have the same meanings as those defined in the Prospectus and the Supplementary Prospectus. 

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 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 or by any of its 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 sole broker and 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.

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 Management Ltd.