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162808 Project Fisar Intro 162808 Project Fisar Intro THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document, you should consult immediately a person authorised for the purposes of the Financial Services and Markets Act 2000 (as amended) (“FSMA”) who specialises in advising on the acquisition of shares and other securities. A copy of this document, which comprises a prospectus relating to GCP Infrastructure Investments Limited (the “Company”), prepared in accordance with the Prospectus Rules of the Financial Conduct Authority made pursuant to section 85 of FSMA, has been delivered to the Financial Conduct Authority and has been made available to the public in accordance with Rule 3.2 of the Prospectus Rules. Application will be made to the UK Listing Authority for all of the C Shares to be issued pursuant to the Issue to be admitted Annex III to the Standard Listing segment of the Official List and for all such C Shares to be admitted to trading on the London Stock Para 6.1 Exchange’s Main Market for listed securities. It is expected that such admission will become effective and that dealings in such C Shares will commence at 8.00 a.m. on 18 March 2014. Application will be made to the UK Listing Authority for all of the Placing Programme Shares to be issued pursuant to the Annex III Placing Programme to be admitted to the Premium Listing segment of the Official List and for all such Placing Programme Para 6.2 Shares to be admitted to trading on the London Stock Exchange’s Main Market for listed securities. Admission of such Placing Programme Shares will become effective and dealings in such Placing Programme Shares will commence not later than 11 February 2015. Annex I Paras 1.1, 1.2 The C Shares and Ordinary Shares are not dealt in on any other recognised investment exchanges and no applications for the C Shares and Ordinary Shares to be traded on any such other exchanges have been made or are currently expected to be made. The Directors of the Company, whose names and functions appear in the “Directors, Agents and Advisers” section of this Annex III Prospectus, and the Company itself, accept responsibility for the information contained in this Prospectus. To the best of the Paras 1.1, 1.2 knowledge of the Directors and of the Company (who have taken all reasonable care to ensure that such is the case), the information contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information. The Investment Adviser accepts responsibility for the information contained in this document attributed or pertaining to it. To Annex I the best of the knowledge of the Investment Adviser, who has taken all reasonable care to ensure that such is the case, the Paras 5.1.1, 5.1.2 information contained in this document attributed or pertaining to it is in accordance with the facts and contains no omission likely to affect its import. Although the whole text of this document should be read, the attention of persons receiving this document and of prospective investors in the Company are drawn to the section headed “Risk Factors” contained on pages 17 to 27 of this document. The latest time and date for applications under the Open Offer is 11.00 a.m. on 7 March 2014 and the latest time and date for Annex III applications under the Offer for Subscription is 4.30 p.m. on 10 March 2014. Paras 4.4, 5.3.1 GCP Infrastructure Investments Limited (a company incorporated in Jersey under The Companies (Jersey) Law, 1991 (as amended) Annex III with registered no. 105775) Para 5.1.2 Open Offer, C Share Placing and Offer for Subscription with a target size in excess of 75 million C Shares of £0.01 each at an issue price of £1.00 per C Share and Placing Programme in respect of up to 100 million Ordinary Shares Oriel Securities Limited Cenkos Securities plc Sponsor and Joint Bookrunner Joint Bookrunner Each of Oriel Securities Limited (“Oriel”) and Cenkos Securities plc (“Cenkos”) is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting for the Company and no-one else in connection with the Issue and the Placing Programme and the contents of this document and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for affording advice in relation to the Issue and the contents of this document or any matters referred to herein. Nothing in this paragraph shall serve to exclude or limit any responsibilities which either Oriel or Cenkos may have under FSMA or the regulatory regime established thereunder. Each of Oriel and Cenkos takes no responsibility for any part of the contents of this document pursuant to sections 79(3) or 90 of FSMA and does not accept any responsibility for, or authorise, any part of the contents of this document under rule 5.5 of the Prospectus Rules of the Financial Conduct Authority. Neither the C Shares nor the Placing Programme Shares have not been and will not be registered under the United States Annex XV Securities Act of 1933, as amended (the “Securities Act”), or under the applicable state securities laws of the United States, Para 1.3 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). In addition, the Company has not been, and will not be, registered under the United States Investment Company Act of 1940, as amended. This document is dated 12 February 2014. CONTENTS Page SUMMARY 3 RISK FACTORS 17 IMPORTANT INFORMATION 28 DIRECTORS, AGENTS AND ADVISERS 31 EXPECTED TIMETABLE 33 ISSUE STATISTICS 35 PLACING PROGRAMME STATISTICS 35 PART 1 THE COMPANY 36 PART 2 MANAGEMENT AND ADMINISTRATION 48 PART 3 BACKGROUND TO UK INFRASTRUCTURE AND ASSOCIATED DEBT INVESTMENT OPPORTUNITIES 53 PART 4 CURRENT PORTFOLIO 61 PART 5 THE INVESTMENT ADVISER AND ITS EXPERIENCE 75 PART 6 THE ISSUE 77 PART 7 THE PLACING PROGRAMME 82 PART 8 TERMS OF THE C SHARES 85 PART 9 TAXATION 91 PART 10 ADDITIONAL INFORMATION 95 PART 11 FINANCIAL INFORMATION ON THE COMPANY 125 DEFINITIONS 127 TERMS AND CONDITIONS OF THE OPEN OFFER 133 TERMS AND CONDITIONS OF THE OFFER FOR SUBSCRIPTION 150 NOTES ON HOW TO COMPLETE THE OFFER FOR SUBSCRIPTION APPLICATION FORM 156 OFFER FOR SUBSCRIPTION APPLICATION FORM 163 TERMS AND CONDITIONS OF THE C SHARE PLACING 167 TERMS AND CONDITIONS OF THE PLACING PROGRAMME 171 2 SUMMARY Summaries are made up of disclosure requirements known as ‘Elements’. These elements are numbered in Sections A–E (A.1–E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of ‘not applicable’. Section A – Introduction and warnings A.1 • This summary should be read as introduction to the prospectus; • any decision to invest in the securities should be based on consideration of the prospectus as a whole by the investor; • where a claim relating to the information contained in the prospectus is brought before a court, the plaintiff investor might, under the national legislation of the Member States, have to bear the costs of translating the prospectus before the legal proceedings are initiated; and • civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the prospectus or it does not provide, when read together with the other parts of the prospectus, key information in order to aid investors when considering whether to invest in such securities. A.2Subsequent resale of Not applicable. GCP Infrastructure Investments Limited securities or final placement (the “Company”) is not engaging any financial intermediaries for of securities through any resale of securities or final placement of securities after the financial intermediaries publication of this document. Section B – The Company B.1The legal and commercial GCP Infrastructure Investments Limited. name of the Company B.2Domicile and legal form of The Company is a closed-ended investment company incorporated the Company in Jersey under the Companies (Jersey) Law, 1991, (as amended) (the “Jersey Companies Law”) and is a certified fund pursuant to the CIF Law and the Jersey Listed Fund Guide. Its registered office is situated at 12 Castle Street, St. Helier, Jersey JE2 3RT. B.5Details of any group of The Company holds 100% of the issued share capital in GCP which the Company Infrastructure Fund Limited (the “Subsidiary” and together with forms part the Company, the “Group”). The Company does not have any other subsidiaries. 3 B.6 Notifiable interests As at 5.30 p.m. on 11 February 2014 (being the latest practicable date before publication of this document), the Company is aware of the following existing shareholders of the Company (“Shareholders”) who were at such time interested, directly or indirectly, in 3 per cent.
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