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M&G Credit Income Investment Trust plc (MGCI)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA, NEW ZEALAND, THE REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the Prospectus Rules of the UK Financial Conduct Authority (the "FCA") and not a prospectus. This announcement does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or solicitation of any offer to subscribe for or to acquire, any Ordinary Shares (as defined below) in any jurisdiction, including in or into the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan. Investors should not subscribe for or purchase any Ordinary Shares referred to in this announcement except on the basis of information in the prospectus (the "Prospectus") published on 26 September 2018 by the Company (as defined below) in connection with the proposed admission of its Ordinary Shares to listing on the premium segment of the Official List of the UK Listing Authority and to trading on the main market for listed securities of London Stock Exchange plc.
The information contained within this announcement constitutes inside information. The person responsible for arranging for the release of this announcement on behalf of the Company is James Poole of Link Company Matters Limited, Company Secretary.
18 January 2019
M&G Credit Income Investment Trust plc
The Board of M&G Credit Income Investment Trust plc (the "Company") notes the strong demand for the Company's ordinary shares (the "Ordinary Shares"), with the Ordinary Shares having traded at a premium to NAV since IPO. The Board has also been made aware that a number of IPO investors are seeking to increase their holdings in the Company. As the scale of indicative demand is material and cannot be easily satisfied through liquidity in the market, the Board has decided to undertake a placing of new Ordinary Shares (the "Placing") pursuant to the Company's Placing Programme. The Placing is being made available to existing and new investors.
Any new Ordinary Shares issued pursuant to the Placing will be issued at a price of 101 pence each (the "Placing Price").
Winterflood Securities Limited ("Winterflood") is acting as bookrunner to the Company in relation to the Placing.
The expected timetable for the Placing is as follows:
All Ordinary Shares issued pursuant to the Placing will, when issued and fully paid, confer the right to receive all dividends or other distributions made, paid or declared, if any, by reference to a record date after the date of their issue.
The maximum number of Ordinary Shares being made available pursuant to the Placing is 25 million. The Investment Manager has confirmed that the Placing will not impact the anticipated time it will take for the Company to be fully invested nor will it affect the Company's ability to meet its initial dividend target.
Applications will be made for the new Ordinary Shares issued pursuant to the Placing to be admitted to listing on the premium segment of the Official List of the UK Listing Authority and to trading on the premium segment of the main market for listed securities of London Stock Exchange plc. It is expected that dealings in the new Ordinary Shares will commence at 8.00 a.m. on 4 February 2019.
The Placing will be made through Winterflood, subject to the terms and conditions contained in Part 11 of the Prospectus. The decision to allot new Ordinary Shares to any person pursuant to the Placing shall be at the absolute discretion of Winterflood (in consultation with the Company and the Investment Manager).
By making an offer to subscribe for new Ordinary Shares under the Placing, investors will be deemed to have accepted the terms and conditions of the Placing contained in Part 11 of the Prospectus. An investor that has made an offer to subscribe for new Ordinary Shares under the Placing accepts that following the closing of the bookbuild such offer shall be irrevocable (subject to any statutory withdrawal rights). Upon being notified of its allocation of new Ordinary Shares in the Placing, an investor shall be contractually committed to acquire the number of new Ordinary Shares allocated to it at the Placing Price.
Winterflood, in agreement with the Company and the Investment Manager, may choose to accept applications, either in whole or in part, on the basis of allocations determined, and may scale down any bids for this purpose, on such basis as the Company and Winterflood may determine. Winterflood may also, notwithstanding the above, subject to the prior consent of the Company: (i) allocate new Ordinary Shares after the time of any initial allocation to any person submitting a bid after that time; and (ii) allocate new Ordinary Shares after the bookbuild has closed to any person submitting a bid after that time.
Terms used in this announcement shall, unless the context otherwise requires, bear the meanings given to them in the Prospectus which can be found on the Company's website at www.mandg.co.uk/CreditIncomeInvestmentTrust.
For further information please contact:
M&G Credit Income Investment Trust plc LEI: 549300E9W63X1E5A3N24
The content of this announcement has been prepared by, and is the sole responsibility of, M&G Credit Income Investment Trust plc.
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 and any other documentation associated with the Placing into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction.
In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in into or from the United States, Canada, Australia, New Zealand, the Republic of South Africa or Japan or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction.
Certain statements made in this announcement are forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Such statements are based on current expectations and assumptions and are subject to a number of risks and uncertainties that could cause actual events or results to differ materially from any expected future events or results expressed or implied in these forward-looking statements.
The information contained in this announcement is subject to change without notice and the Company does not take any responsibility or obligation nor does it intend to revise or update publicly or review any of the forward-looking statements in this announcement to reflect events or circumstances after the date of this announcement (except to the extent required by the FCA, the London Stock Exchange or by applicable law, the Listing Rules or the Disclosure Guidance and Transparency Rules). Prospective investors should not place undue reliance on forward-looking statements, which speak only as of the date of this announcement, as a prediction of actual results or otherwise.
Members of the public are not eligible to take part in the Placing. This announcement and the terms and conditions referred to herein are directed in the United Kingdom only at persons selected by Winterflood who are (a) "investment professionals" falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO") or "high net worth companies, unincorporated associations etc" falling within Article 49(2) of the FPO, or, if it is receiving the offer in circumstances under which the laws or regulations of a jurisdiction other than the United Kingdom would apply, that it is a person to whom the new Ordinary Shares may be lawfully offered under that other jurisdiction's laws and regulations and (b) a qualified investor (as such term is defined in section 86(7) of FSMA) or persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). This announcement and the terms and conditions referred to herein must not be acted on or relied on in the United Kingdom by persons who are not Relevant Persons. Any investment or investment activity to which this announcement relates is available only to, and will be engaged in only with, persons in the United Kingdom who are Relevant Persons.
The new Ordinary Shares that are the subject of the Placing are not being offered or sold to any person in the EEA (other than the United Kingdom), other than to: (1) "qualified investors" within the meaning of the law in the Relevant Member State implementing Article 2(1)(e)(i), (ii) or (iii) of the EU Prospective Directive 2003/71 EC, which includes legal entities which are regulated by the FCA or entities which are not so regulated whose corporate purpose is solely to invest in securities; and (2) residents to whom the new Ordinary Shares may lawfully be marketed under the AIFM Directive or under the applicable implementing legislation (if any) of the Relevant Member State, if that Relevant Member State has implemented the AIFM Directive.
The new Ordinary Shares have not been registered and will not be registered in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), the U.S. Investment Company Act of 1940, as amended, or any other applicable securities laws and may not be offered, sold, exercised, resold, transferred or delivered, 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), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction in the United States.
There will be no public offer of the new Ordinary Shares in the United States. The new Ordinary Shares are being offered and sold outside the United States to non U.S. Persons in offshore transactions in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S thereunder. The new Ordinary Shares have not been approved or disapproved by the United States Securities and Exchange Commission, any state securities commission in the United States or any other U.S. regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the new Ordinary Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.
The new Ordinary Shares have not been registered under the applicable laws of Canada, Australia, New Zealand, the Republic of South Africa or Japan and, subject to certain exemptions, may not be offered or sold within Canada, Australia, New Zealand, the Republic of South Africa or Japan or to any national, resident or citizen of Canada, Australia, New Zealand, the Republic of South Africa or Japan.
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. Recipients of this announcement are reminded that applications for new Ordinary Shares may be made solely on the basis of the information contained in the Prospectus.
Winterflood, which is authorised and regulated in the United Kingdom 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 Winterflood or advice to any other person in relation to the matter contained herein.
None of the Investment Manager or Winterflood, 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 aside from the responsibilities and liabilities, if any, which may be imposed by FSMA, as amended, or the regulatory regime established thereunder or any other applicable regulatory regime. The Investment Manager and Winterflood 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.
|OAM Categories:||3.1. Additional regulated information required to be disclosed under the laws of a Member State|
|EQS News ID:||767587|
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