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, in connection with a 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") (the "Placing Programme"). 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")

Result of Placing and Additional Listing

7 December 2015

On 30 November 2015 the Company announced its intention to raise £20 million of additional capital by way of a placing of new Ordinary Shares under the Placing Programme (the "Placing"), to allow the Company to repay part of the existing Revolving Credit Facility as well as enabling it to take advantage of a number of immediate and attractive investment opportunities in accordance with the Company's investment objective and policy.

The Board is pleased to announce today that the Placing was significantly oversubscribed. Accordingly, the Company has raised £20 million of gross proceeds through the Placing of 16,949,153 new Ordinary Shares, subject to Admission. The Placing price per new Ordinary Share was 118.0 pence.

Applications have been made in respect of the 16,949,153 new Ordinary Shares issued pursuant to the Placing 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 10 December 2015. 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 594,003,349 Ordinary Shares each with voting rights. Accordingly, the total number of voting rights in the Company will be 594,003,349.

The above figure of 594,003,349 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. 

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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.

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.