Publication of Prospectus

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN OR INTOCANADA, JAPAN, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA OR THE UNITED STATES OFAMERICA OR TO US PERSONS. This announcement is an advertisement and does not constitute a prospectus oroffering memorandum or an offer in respect of any securities. Neither the issueof this announcement nor any part of its contents constitutes an offer to sellor invitation to purchase any securities of the Company. Investors should notsubscribe for or purchase any transferable securities referred to in thisannouncement except on the basis of information in the Prospectus published bythe Company today in connection with the proposed admission of the New Sharesto trading on the London Stock Exchange (Specialist Fund Market) and on theChannel Islands Securities Exchange Authority Limited (the "CISEA") and for allsuch New Shares to be listed on the Official List of the CISEA. GCP Student Living plc (the "Company") Publication of Prospectus Introduction Further to the Company's announcement on 14 March 2014 in relation to proposalsto raise between £30m and £43m, the Company has today published a prospectuswith details of an open offer, placing and offer for subscription seeking toraise £42m of new capital for the acquisition of Scape Greenwich. Up to39,810,427 New Shares will be issued pursuant to the Issue at an issue price of105.5 pence per New Share. Scape Greenwich is a modern, purpose built 280 studio accommodation blocklocated on the Greenwich peninsula in London in close proximity to RavensbourneCollege (c.1,600 students), a leading specialist digital media HEI, and theUniversity of Greenwich (c.26,000 students). 35,050,000 New Shares will be offered to shareholders on the Company's registeras at 5.00 p.m. on 29 April 2014 (the "Record Date") through a pre-emptive openoffer on the basis of one new ordinary share for every two ordinary shares heldby shareholders as at that date. The balance of any New Shares to be issuedwill be made available under the placing and offer for subscription, withpriority given to applications from existing shareholders who are entered onthe register of members on the Record Date, pro rata their holdings of existingshares on that date. It is envisaged that the timetable will be as follows: 2014 Record date for the Open Offer 29 April Prospectus publication and Placing, Open Offer and 1 MayOffer for Subscription commence Open Offer closes 19 May Placing and Offer for Subscription close 20 May Dealings in New Shares commence 28 May The above dates are indicative at this stage and may be subject to change. The Prospectus has been approved by the UK Listing Authority. The Prospectus has been submitted to the National Storage Mechanism and willshortly be available from the website www.morningstar.co.uk/uk/nsm and on theCompany's website (www.gcpuk.com/gcp-student-living-plc/investor-relations/publications/all). Copies of the Prospectus will also be available from Beaufort House, 51 NewNorth Road, Exeter EX4 4EP and the offices of Carey Olsen Corporate FinanceLimited, 47 Esplanade, St. Helier, Jersey JE1 0BD during normal business hours. For further information please contact: Gravis Capital Partners LLP Tom Ward [email protected] 020 7518 1496 Cenkos Securities plc Tom Scrivens [email protected] +44(0)20 7397 1915 Dion Di Miceli [email protected] +44(0)20 7397 1910 The distribution of this announcement and the Issue in certain jurisdictionsmay be restricted by law. No action has been taken by the Company or Cenkosthat would permit an offering of the New Shares or possession or distributionof this announcement or any other offering or publicity material relating tosuch shares in any jurisdiction where action for that purpose is required.Persons into whose possession this announcement comes are required by theCompany and Cenkos to inform themselves about, and to observe, suchrestrictions. The New Shares are being offered and issued outside the United States inreliance on Regulation S promulgated under the U.S. Securities Act of 1933, asamended (the "U.S. Securities Act"). The New Shares have not been nor will beregistered under the U.S. Securities Act or with any securities regulatoryauthority of any state or other jurisdiction of the United States and may notbe offered or sold within the United States. In addition, the Company has notregistered and will not register under the U.S. Investment Company Act of 1940,as amended. The New Shares have not been approved or disapproved by the U.S.Securities and Exchange Commission, any state securities commission in theUnited States or any other U.S. regulatory authority, nor have any of theforegoing authorities passed upon or endorsed the merits of the offering or theissue of the New Shares or the accuracy or adequacy of the Prospectus. Anyrepresentation to the contrary is a criminal offence in the United States andthe re-offer or resale of any of the Shares in the United States may constitutea violation of U.S. law. Recipients of this announcement are reminded that applications for New Sharesmay be made solely on the basis of the information and opinions contained inthe Prospectus. No representation or warranty, express or implied, is made or given by or onbehalf of the Company, Cenkos or the Investment Manager or any of theirrespective directors, partners, officers, employees, agents or advisers or anyother person (whether or not referred to in this announcement) as to theaccuracy, completeness or fairness of the information contained herein and noresponsibility or liability is accepted by any of them for any such informationor opinions. No offer or invitation to subscribe for or acquire shares in the Company isbeing made by or in connection with this announcement. Cenkos, which is authorised and regulated in the United Kingdom by theFinancial Conduct Authority, is acting as financial adviser and placing agentto the Company in relation to the Issue and Admission and will not beresponsible to any other person for providing the protections afforded toclients of Cenkos or for advising any other person on the contents of thisannouncement or any matter, transaction or arrangement referred to herein.FCA-authorised firms conducting designated investment business with retailcustomers under COB Rules are reminded that securities admitted to trading onthe Specialist Fund Market will be securities that may have characteristicssuch as: (i) variable levels of secondary market liquidity; (ii) sophisticatedcorporate structures; (iii) highly leveraged structures; and (iv) sophisticatedinvestment propositions with concentrated risks and are therefore intended forinstitutional, professional and highly knowledgeable investors. The Company andits advisers not subject to the COB Rules are responsible for compliance withequivalent conduct of business or point of sale rules in the jurisdiction inwhich they are based or in which they are marketing the securities concerned(if applicable). Terms used in this announcement shall have the same meaningsgiven to them in the Prospectus unless the context otherwise requires.