Further equity raise and publication of circular

GCP Student Living plc (the "Company") Further equity raise and publication of circular Equity raise Further to the announcement by the Company on 26 February 2015 in relation to apossible equity raise, the Board has today resolved to proceed with an openoffer, placing and offer for subscription (the "Issue") of convertiblepreference shares ("C Shares") in June 2015. The Board currently envisagestargeting gross proceeds of approximately £95 million (with maximum grossproceeds of approximately £130 million). The Issue will be structured so as to not be dilutive to existing shareholders'net asset value with any costs directly attributable to such issuance beingborne by subscribers of the C Share issue. Such costs are currently anticipatedto be approximately 2% of gross proceeds. The C Shares will be issued at an issue price of 100 pence each. The Directors recognise the importance of protecting existing shareholders'interests and consequently the Issue will be structured so as to offerpre-emption rights through an open offer to shareholders on the register as atthe record date. The Board currently expects that the open offer will be on thebasis of one C Share for every two Ordinary Shares held by shareholders as atthe record date. To the extent shareholders do not take up their entitlement toC Shares under the open offer, such C Shares would become available forpurchase by investors under a placing and offer for subscription. Further,shareholders as at the record date who take up all of their entitlements underthe open offer may also apply for additional C Shares under an excessapplication facility. It is currently envisaged that the net proceeds of the Issue will be used toacquire Scape Surrey, The Pad 2 (located adjacent to Royal Holloway, Universityof London) and Scape Shoreditch (the "Target Assets"). These threedevelopments, with an aggregate of c.800 beds, are close to completion. Subjectto completion, independent valuations and available financing, the Company willseek to complete the acquisition of the Target Assets for the start of the 2015/16 academic year. It is currently envisaged that the Issue will proceed on the basis of thetimetable set out below. A prospectus will be published in late May / earlyJune 2015 setting out further details of the Issue. Indicative Issue Timetable* 2015 Record date for the Open Offer 28 May Prospectus publication and Open Offerand Offer for Subscription commence 29 May Open Offer closes 19 June Placing and Offer for Subscriptionclose 24 June Dealings in C Shares commence 30 June * The above dates are subject to change. Publication of circular In order to facilitate the issuance of C Shares, the Company has todaypublished a circular to shareholders in connection with proposals for theadoption of new Articles of Association, authority to allot C Shares and todisapply pre-emption rights in respect of 130 million C Shares (the"Circular"). The Chairman's statement in the Company's half-yearly report, published on26 February 2015, highlighted the ongoing supply and demand imbalance forpurpose-built modern student residential accommodation in and around Londonwhich has been driving the increase in the value of the Company's portfolio.The Board is aware of the risks inherent in a market where valuations are beingdriven up on existing student residential developments which may be suitablefor the Company's portfolio and where the ability to secure investments insuitable opportunities is subject to intense competition. The Company's existing investment policy does not permit it to invest indevelopment assets or assets which are unoccupied or not producing income atthe time of acquisition. The Board believes that the restrictions relating toinvestment in development or unoccupied assets may in future constrain theCompany's ability to source and secure investments in suitable opportunitiesoffering an attractive total return profile for shareholders and may furtherlimit its ability to grow its asset base. Accordingly, the Circular also includes a proposal to modify the Company'sinvestment objective and policy in order to permit investment in developmentand forward-funded projects which have received planning permission for studentaccommodation, where such investment is consistent with the objective ofproviding shareholders with regular, sustainable dividends. For the avoidanceof doubt, the Board does not intend to use the net proceeds of the Issue forthese purposes. A copy of the Circular has been submitted to the National Storage Mechanism andwill shortly be available for inspection at www.morningstar.co.uk/uk/NSM and onthe Company's website at www.gcpuk.com/gcp-student-living-plc. Copies of the Circular will also be available from the Company's registeredoffice at 51 New North Road, Exeter EX4 4EP. Expected timetable for General Meeting 2015 Latest time and date for receipt offorms of proxy 11.00 a.m. on 18 May General Meeting 11.00 a.m. on 20 May For further information, please contact: Gravis Capital Partners LLPTom Ward [email protected] 020 7518 1496 Cenkos Securities plcDion Di Miceli [email protected] 020 7397 1921Tom Scrivens [email protected] 020 7397 1915