GCP STUDENT LIVING : Publication of circular

    GCP STUDENT LIVING PLC

    (the "Company")

    Publication of Circular and Notice of General Meeting

    Further to the announcement by the Company on 16 December 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 share issuance
    programme (the "2017 Share Issuance Programme"). The resolutions will give the
    Directors the authority to allot up to 200 million shares for cash on a
    non-pre-emptive basis over the course of the 2017 Share Issuance Programme (the
    "Resolutions"). Issues of Shares under the 2017 Share Issuance Programme may
    take the form of a series of placings and/or open offers and/or offers for
    subscription, as appropriate.

    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.
    As set out in the announcement of 2 December 2016, the Company has secured the
    opportunity to acquire two large scale, modern, purpose-built student
    residential accommodation assets in and around London (referred to as Scape
    Wembley and Podium, Royal Holloway London) which, once completed will provide a
    further c.750 modern studios and beds.

    Further, the Investment Manager is currently reviewing and conducting due
    diligence on assets in the Company's core markets, totalling c. 2,000 studios
    and beds, of which terms in respect of properties representing c.450 studios
    and beds are under negotiation with the relevant vendor. In addition, the
    Company's right of first offer arrangements with Scape Student Living are
    anticipated to provide further attractive pipeline assets in the future.

    To provide the Company with the operational flexibility to take advantage of
    such investment opportunities as and when they arise in a competitive market,
    the Company is seeking Shareholder approvals which will enable it to implement
    the 2017 Share Issuance Programme.

    The minimum price at which shares will be issued pursuant to the 2017 Share
    Issuance 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 issue of shares (including, without
    limitation, any 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 will publish one or more prospectuses in
    connection with the 2017 Share Issuance Programme, and currently intends to
    publish a prospectus shortly after the general meeting.

    Benefits of the Proposals

    The Directors believe that the Proposals will have the following benefits for
    Shareholders:

      * the Company will be able to raise additional capital promptly, enabling it
        to take advantage of current and future investment opportunities;
       
      * selective acquisitions of assets with attractive rental growth
        characteristics will further diversify the Company's investment portfolio
        and reduce portfolio concentration risk;
       
      * an increase in the market capitalisation of the Company should make the
        Company more attractive to a wider investor base;
       
      * it is expected that the secondary market liquidity in the Shares will be
        further enhanced as a result of a larger and more diversified shareholder
        base.The 2017 Share Issuance Programme will partially satisfy market demand
        for Shares from time to time and may improve liquidity in the market for
        Shares; and
       
      * the Company's fixed running costs will be spread across a wider shareholder
        base, thereby reducing its on-going charges ratio.
       
    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 Tuesday, 31
    January 2017 at 12 noon 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:         12 noon on 27
    January 2017

    Time and date of General Meeting:                                12 noon on 31
    January 2017

    FOR FURTHER INFORMATION, PLEASE CONTACT:

    Gravis Capital Partners LLP                                                  
                                                                                 
    Tom Ward             [e-mail]               [phone]       
                                                                                 
    Nick Barker          [e-mail]            [phone]       
                                                                                 
    Dion Di Miceli       [e-mail]          [phone]       
                                                                                 
                                                                                 
    Stifel Nicolaus Europe Limited                                               
                                                                                 
    Neil Winward         [e-mail]          [phone]       
                                                                                 
    Mark Young           [e-mail]            [phone]       
                                                                                 
    Tom Yeadon           [e-mail]            [phone]       

    About GCP Student Living plc

    The Company was the first student accommodation REIT in the UK. The Company
    invests in modern, purpose-built, private student residential accommodation and
    teaching facilities. Its investments are located primarily in and around London
    where the Investment Manager believes the Company is likely to benefit from
    supply and demand imbalances for student residential accommodation.

    The Company currently owns and operates approximately 2,000 beds across six
    properties, which are fully occupied, and has successfully secured the
    opportunity to acquire two assets in and around London, providing a further
    c.750 beds which are currently expected to be operational for the 2017/18
    academic year. Its standing assets are primarily occupied by international
    students and offer high specification facilities and hotel-level concierge type
    services which the Investment Manager believes are attractive to overseas
    students.

    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. Neither
    the content of the Company's website nor any website accessible by hyperlinks
    to the Company's website is incorporated in, or forms part of, this
    announcement. The distribution of this announcement into jurisdictions other
    than the United Kingdom may be restricted by law. Any failure to comply with
    these restrictions may constitute a violation of the securities laws or
    regulations of any such jurisdiction. In particular, this announcement should
    not be distributed, forwarded to or transmitted, directly or indirectly, in
    whole or in part, in, into or from the United States, Australia, Canada, Japan
    or the Republic of South Africa or any other jurisdiction where to do so may
    constitute a violation of the securities laws or regulations of any such
    jurisdiction. 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 for any loss howsoever arising from any use
    of the announcement or its contents. 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.