GCP Infrastructure Investments Regulatory News (GCP)

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

This announcement does not constitute an offer to sell, or the solicitation of an offer to subscribe for or to buy, shares in any jurisdiction.

This announcement is neither an advertisement, a prospectus nor a financial promotion. Any investment in any shares referred to in this announcement may be made only on the basis of information in the prospectus (the "Prospectus") published today by GCP Infrastructure Investments Limited in connection, inter alia, with the proposed admission of its to be issued ordinary Shares of £0.01 each 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.

GCP Infrastructure Investments Limited (the "Company")

Publication of Prospectus

3 February 2014

Further to the announcement made on 20 December 2013 of a recommended acquisition of shares not already owned in its subsidiary, GCP Infrastructure Fund Limited, the Board of Directors of the Company is pleased to announce that a Prospectus relating, inter alia, to the issue of up to 75,000,000 ordinary shares of £0.01 each in the capital of the Company ("Ordinary Shares") pursuant to the Scheme has been published.

Words and expressions that are defined in the Prospectus shall have the same meanings where they are used in this announcement, except where the context requires otherwise.

The Prospectus solely relates to Ordinary Shares to be issued pursuant to the Scheme and to Ordinary Shares issued pursuant to previous tap issues. A further prospectus will be published on or around 12 February 2014 in respect of the proposed fundraising announced on 20 January 2014.

The expected timetable for the Scheme is as follows:

The dates and times specified above are subject to change. If the scheduled date of the Court Hearing to sanction the Scheme is changed, the Company will give notice by the publication of a notice through a Regulatory Information Service.

Copies of the Prospectus will shortly be available for inspection at the registered office of the Company, which is situated at 12 Castle Street, St Helier, Jersey, JE2 3RT, Channel Islands. The Prospectus will also be available shortly for viewing on the Company's website www.gcpuk.com/gcp-infrastructure-investments-ltd.

A copy of the Prospectus will be submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.rns-pdf.londonstockexchange.com/rns/1756Z_-2014-2-3.pdf.

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. 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. 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 or by any of its 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 its 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 sponsor to the Company and is acting for no-one else in connection with the Reorganisation 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 Reorganisation and the contents of this announcement or any other matter referred to herein.

Forward-looking Statements

This announcement contains "forward-looking" statements. These forward-looking statements involve known and unknown risks and uncertainties, many of which are beyond the Company's control and all of which are based on the Directors' and / or the Investment Adviser's current beliefs and expectations about future events. Forward-looking statements are sometimes identified by the use of forward-looking terminology such as "believes", "expects", "may", "will", "could", "should", "shall", "risk", "intends", "estimates", "aims", "plans", "predicts", "projects", "anticipates", "continues", "assumes", "positioned" or "anticipates" or the negative thereof, other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Forward-looking statements may and often do differ materially from actual results. They appear in a number of places throughout this announcement and include statements regarding the intentions, beliefs or current expectations of the Directors, the Company or the Investment Adviser with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's business concerning, amongst other things, the results of operations, financial condition, liquidity, prospects, growth and strategies of the Company and the industry in which it operates.

These forward-looking statements and other statements contained in this announcement regarding matters that are not historical facts involve predictions. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Company. Such risks and uncertainties could cause actual results to vary materially from the future results indicated, expressed or implied in such forward-looking statements. The forward-looking statements contained in this announcement speak only as of the date of this announcement. The Company disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in its expectations or any change in events, conditions or circumstances on which such statements are based unless required to do so by applicable law, the Prospectus Rules, the Listing Rules or the Disclosure and Transparency Rules of the Financial Conduct Authority.