DJ M&G Credit Income Investment Trust plc: Proposed Placing
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M&G Credit Income Investment Trust plc (MGCI)
M&G Credit Income Investment Trust plc: Proposed Placing
18-Jan-2019 / 16:24 CET/CEST
Dissemination of a Regulatory Announcement that contains inside information
according to REGULATION (EU) No 596/2014 (MAR), transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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
Proposed Placing
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:
2019
Placing opens 21 January
Placing closes 1.00 p.m. on 30 January
Results of Placing announced 30 January
Admission of new Ordinary Shares 4 February
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.
Other information
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 [1].
For further information please contact:
Winterflood Securities Limited 020 3100 0000
Darren Willis
Andrew Marshall
Neil Morgan
Chris Mills
M&G Credit Income Investment Trust plc LEI: 549300E9W63X1E5A3N24
Important Notice
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
(MORE TO FOLLOW) Dow Jones Newswires
January 18, 2019 10:25 ET (15:25 GMT)
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.
ISIN: GB00BFYYL325, GB00BFYYT831
Category Code: MSCH
TIDM: MGCI
LEI Code: 549300E9W63X1E5A3N24
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 7202
EQS News ID: 767587
End of Announcement EQS News Service
1: https://link.cockpit.eqs.com/cgi-bin/fncls.ssp?fn=redirect&url=461eb805a5f552e72d0b5024cc725dcd&application_id=767587&site_id=vwd_london&application_name=news
(END) Dow Jones Newswires
January 18, 2019 10:25 ET (15:25 GMT)
