Publication of Circular and Notice of General Meeting

GCP STUDENT LIVING PLC - Publication of Circular and Notice of General Meeting

PR Newswire

London, April 6

GCP STUDENT LIVING PLC

(the “Company”)

Publication of Circular and Notice of General Meeting

Further to the announcement by the Company on 29 March 2016 the Company has today published a circular and notice of general meeting (the “Circular”) in order to approve certain resolutions in relation to a proposed placing programme (the “Placing Programme”). The resolutions will give the Directors the authority to allot up to 65 million shares (equal to approximately 30 per cent. of the issued share capital of the Company) for cash on a non-pre-emptive basis over the course of the Placing Programme (the "Resolutions").

Background to the Proposals

The Company, through its Investment Manager, continues to see high quality opportunities in the student residential accommodation market which it believes are strongly positioned to benefit from the core supply/demand imbalance characteristics which the Company seeks to identify in potential investments. To provide the Company with the operational flexibility to take advantage of such investment opportunities as and when they arise, whilst also minimising the negative impact of excess cash drag on its returns, the Company is intending to implement the Placing Programme.

The Investment Manager is currently conducting due diligence on a number of assets totalling c.1,700 beds, which it believes may be suitable for the Company’s portfolio and which are in locations, including London, which it believes will benefit from attractive and sustainable rental growth underpinned by supportive supply/demand characteristics.

Further, the Company is in advanced discussions with the vendor of a modern student residential accommodation asset located in a city centre location in close proximity to a globally recognised UK university with high numbers of international students. The asset benefits from a long-term nominations agreement with the university which guarantees underlying rental income.

The minimum price at which shares will be issued pursuant to the Placing Programme will be equal to the prevailing published net asset value per share at the time of allotment together with a premium intended to cover the costs and expenses of the relevant placing of shares (including, without limitation, any placing commissions), ensuring there will be no dilution to the Company’s prevailing net asset value from the issuance of those shares.

Subject to shareholders voting in favour of the Resolutions to be proposed at the general meeting, the Company intends to publish a prospectus in order to allow admission of shares issued under the Placing Programme to trading on the London Stock Exchange (Specialist Fund Segment).

Benefits of the Proposals

The Board of the Company believe that the Placing Programme will have the following benefits for Shareholders:

Notice of General Meeting

Notice is also hereby given that a general meeting will be held at the offices of Gowling WLG (UK) LLP, 4 More London Riverside, London SE1 2AU on 27 April 2016 at 11.00 a.m in order to approve the Resolutions.

A copy of the Circular will be submitted to the National Storage Mechanism and will shortly be available for inspection at www.morningstar.co.uk/uk/NSM and on the Company's website at www.gcpuk.com/gcp-student-living-plc.

Copies of the notice of general meeting will be posted to shareholders and will also be available from the Company's registered office at 51 New North Road, Exeter EX4 4EP.

Expected timetable for the General Meeting

Latest time and date for receipt of forms of proxy: 11.00 am on 25 April 2016

Time and date of General Meeting: 11.00 am on 27 April 2016

FOR FURTHER INFORMATION, PLEASE CONTACT:

Important Information

The content of this announcement has been prepared by, and is the sole responsibility of, GCP Student Living plc.

The information contained in this announcement is given at the date of its publication (unless otherwise marked) and is subject to updating, revision and amendment from time to time.

Stifel Nicolaus Europe Limited, which is authorised and regulated by the Financial Conduct Authority, is acting only for the Company in connection with the matters described in this announcement and is not acting for or advising any other person, or treating any other person as its client, in relation thereto and will not be responsible for providing the regulatory protection afforded to clients of Stifel Nicolaus Europe Limited or advice to any other person in relation to the matters contained herein.

None of the Company, Gravis Capital Partners LLP or Stifel Nicolaus Europe Limited, or any of their respective affiliates, accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. The Company, Gravis Capital Partners LLP and Stifel Nicolaus Europe Limited, and their respective affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise have in respect of this announcement or its contents or otherwise arising in connection therewith.

This announcement does not constitute a prospectus relating to the Company and does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any shares in the Company in any jurisdiction 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 or act as any inducement to enter into, any contract therefor. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information contained in the prospectus being considered for publication by the Company in due course, conditional on relevant shareholder approvals being granted.

The shares have not been, nor will they be, registered under the US Securities Act of 1933, as amended or with any securities regulatory authority of any state or other jurisdiction of the United States or under the applicable securities laws of any member state of the European Economic Area (other than the United Kingdom), Australia, Canada, Japan or South Africa. Subject to certain exceptions, the shares may not be offered or sold in any member state of the European Economic Area (other than the United Kingdom), the United States, Australia, Canada, Japan or South Africa or to or for the account or benefit of any national, resident or citizen of any member state of the European Economic Area (other than the United Kingdom), Australia, Canada, Japan or South Africa or any person located in the United States. The issue and the distribution of this announcement in other jurisdictions may be restricted by law and the persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions.