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 is not a prospectus. This announcement does not constitute or form part of, and should not be construed as, any offer or invitation to sell, issue, purchase or subscribe for, or any solicitation of any offer to sell, issue, purchase or subscribe for, any shares in the Company or securities in any other entity 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 in relation thereto. This announcement does not constitute a recommendation regarding any securities.

GCP Infrastructure Investments Limited (the "Company")

Result of Placing, Open Offer and Offer for Subscription of C Shares

13 March 2014

On 20 January 2014, the Company announced its intention to raise additional capital through a Placing, Open Offer and Offer for Subscription of C Shares of £0.01 each (the "C Shares") at an issue price of £1.00 per C Share (the "Issue") and the creation of a placing programme in relation to its Ordinary Shares of £0.01 each (the "Ordinary Shares") (the "Placing Programme"). 

The Company is pleased to announce today that the Issue has been significantly oversubscribed. Taking into account the lending opportunities available for investment in the near term, the Company will accept gross proceeds under the Issue of £80 million.

As the Issue was considerably oversubscribed, applications under the Issue will be scaled back in accordance with the terms and conditions set out in the Prospectus; however all applications made pursuant to Basic Entitlements under the Open Offer will be met in full.

A total of 80,000,000 C Shares will be issued (subject to Admission), of which 50,682,580 C Shares will be issued pursuant to the Open Offer and 29,317,420 C Shares will be issued pursuant to the Placing and the Offer for Subscription.

Application has been made for the C Shares to be admitted to 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 C Shares will commence on 18 March 2014.

Commenting on the fundraising, Ian Reeves CBE, Chairman, said:

"We are delighted with the support demonstrated by both existing shareholders and new investors for this equity raise. The strong demand for shares is a pleasing endorsement of our success in delivering the Company's investment objective to provide shareholders with regular, sustainable, long-term distributions and to preserve the capital value of its investment assets over the long term. The Board remains focused on this objective and as a result, the proceeds raised have been capped at £80 million in order to execute the specifically identified investment opportunities available to the Company in the near future."

Following Admission, the Company expects to have 355,058,164 Ordinary Shares and 80,000,000 C Shares in issue. The International Security Identification Number for the C Shares is JE00BJT12C24 and the TIDM is GCPI. The total number of voting rights of the Company will be 435,058,164 and this figure 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 a change to their interest in the Company.

Words and expressions that are defined in the prospectus published on 12 February 2014 by the Company shall have the same meanings where they are used in this announcement, except where the context requires otherwise.

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 into the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of 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.