GCP Infrastructure Investments Regulatory News (GCP)

GCP Infrastructure Investments Limited

(the "Company")

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 does not constitute or form part of, and should not be construed as, any offer for sale or subscription of, or solicitation of any offer to buy or subscribe for, any shares in the Company or securities in any other entity, in any jurisdiction, including the United States, nor shall it, or any part of it, or the fact of its distribution, form the basis of, or be relied on in connection with, any contract or investment decision whatsoever, in any jurisdiction. This announcement does not constitute a recommendation regarding any securities.

Result of Placing and Additional Listing

21 November 2014

On 17 November 2014 the Company announced its intention to raise up to £70 million of additional capital by way of a placing of new ordinary shares of £0.01 each in the Capital of the Company ("Ordinary Shares") under the Placing Programme in accordance with the Prospectus published on 12 February 2014 (the "Placing"), to allow the Company to take advantage of a number of attractive immediate investment opportunities.

The Board is pleased to announce today that the Placing was significantly oversubscribed. Accordingly, the Company has raised £70 million of gross proceeds through the Placing of 62,639,821 new Ordinary Shares, subject to Admission. The placing price per new Ordinary Share was 111.75 pence.

Furthermore, the Company announces that pursuant to the scrip dividend alternative in lieu of cash for the dividend for the period from 1 July 2014 to 30 September 2014 announced on 16 October 2014, elections for a scrip dividend were received in respect of 10.5% of the Ordinary Shares in issue as at the record date of 24 October 2014.

Applications will be made in respect of the 62,639,821 new Ordinary Shares issued pursuant to the Placing and the 787,758 new Ordinary Shares issued pursuant to the scrip dividend alternative in lieu of cash to be admitted to the premium segment of the Official List and to trading on the London Stock Exchange's Main Market for listed securities ("Admission"). It is expected that Admission will become effective and dealings in the new Ordinary Shares will commence on 25 November 2014. When issued, the new Ordinary Shares will rank pari passu with the existing Ordinary Shares.

Following Admission, the Company's issued share capital will consist of 513,848,242 Ordinary Shares of £0.01 each. With effect from 25 November 2014, the total number of issued shares with voting rights will be 513,848,242.

The above figure of 513,848,242 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 of a change to their interest in the Company under the FCA's Disclosure and Transparency Rules. 

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.

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.