DJ Proposed Placing
M&G Credit Income Investment Trust plc (MGCI)
Proposed Placing
26-May-2020 / 07:00 GMT/BST
Dissemination of a Regulatory Announcement, 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.
26 May 2020
M&G Credit Income Investment Trust plc
Proposed Placing
The Board of M&G Credit Income Investment Trust plc (the "Company") has had
indicated to it by M&G Alternatives Investment Management Limited, the
Company's investment manager (the "Investment Manager"), that the recent
market dislocation arising as a result of the Covid-19 pandemic is
presenting favourable opportunities for investment. Whilst these had been in
the quoted debt market, the Investment Manager is now also seeing
significant opportunities opening up in the private debt markets, offering
investment-grade rated debt at levels not seen since the launch of the
Company. The Investment Manager has taken a prudent and patient capital
approach thus far in the selection of assets, and it is now well-placed to
take advantage of these new opportunities.
The Board and the Investment Manager believe it would be advantageous to
seek to raise additional capital to take advantage of these opportunities
and, therefore, the Board has decided to undertake a non pre-emptive placing
of new ordinary shares (the "Shares") (the "Placing"). The Investment
Manager is confident of its ability to deploy promptly the proceeds of the
Placing and to continue to meet the Company's current dividend policy. The
Placing is also expected to benefit the Company by enlarging its asset base
over which to spread the fixed operating costs and, potentially, improving
the liquidity for the Shares in the secondary market. The Board additionally
notes the ongoing demand for the Shares, with the Shares having traded on
average at a premium to net asset value per Share since the initial public
offering of the Company.
Any new Shares issued pursuant to the Placing will be issued at a price of
97.0 pence each, which represents a 2% premium to the last published
cum-income net asset value per Share, after adjustment for the interim
dividend that went ex-entitlement on 7 May 2020 (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:
2020
Placing opens 26 May
Placing closes 1.00 p.m. on 3 June
Results of Placing announced 3 June
Admission of new Shares 8.00 a.m. on 5 June
All Shares issued pursuant to the Placing will, when issued and fully paid,
confer the right to receive all dividends or other distributions declared,
if any, by reference to a record date after the date of their issue and in
all other respects will rank pari passu with the existing Shares.
The Company may issue up to a maximum of 26 million Shares pursuant to the
Placing, being the maximum capacity available to the Company without
publishing a prospectus.
Applications will be made for the new Shares issued pursuant to the Placing
to be admitted to listing on the premium segment of the Official List of the
Financial Conduct Authority and to trading on the premium segment of the
main market for listed securities of London Stock Exchange plc
("Admission"). It is expected that dealings in the new Shares will commence
at 8.00 a.m. on 5 June 2020. The new Shares will be issued in registered
form and may be held in uncertificated form.
Participation in the Placing will only be available to persons in the United
Kingdom and member states of the European Economic Area who are qualified
investors as defined in article 2(e) of Regulation (EU) 2017/1129 (the
"Prospectus Regulation") ("Qualified Investors"). Qualified Investors should
communicate their firm interest to their usual sales contact at Winterflood.
The Placing will be made through Winterflood, subject to the terms and
conditions (the "Terms and Conditions") set out below in the appendix to
this announcement. The decision to allot new Shares to any Qualified
Investor 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 Shares under the Placing, investors
will be deemed to have accepted the Terms and Conditions. An investor that
has made an offer to subscribe for new Shares under the Placing accepts that
following the closing of the bookbuild such offer shall be irrevocable. Upon
being notified of its allocation of new Shares in the Placing, an investor
shall be contractually committed to acquire the number of new Shares
allocated to it at the Placing Price.
The Placing is not being underwritten.
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 applications 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 Shares after the time of any
initial allocation to any person submitting an application after that time;
and (ii) allocate new Shares after the bookbuild has closed to any person
submitting an application after that time.
For further information please contact:
Winterflood Securities Limited 020 3100 0000
Darren Willis
Neil Morgan
Chris Mills
M&G Credit Income Investment Trust plc LEI: 549300E9W63X1E5A3N24
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 Nicola Lambourne of Link Company
Matters Limited, Company Secretary.
Important Notice
The content of this announcement has been prepared by, and is the sole
responsibility of, M&G Credit Income Investment Trust plc.
The information contained in this announcement is given at the date of its
publication 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 Shares that are the subject of the Placing are not being offered or sold
to any person in the European Economic Area and the United Kingdom other
than persons who are both: (A) Qualified Investors which includes legal
entities which are regulated by the Financial Conduct Authority or entities
which are not so regulated whose corporate purpose is solely to invest in
securities and; (B) persons to whom the new Shares may lawfully be marketed
under the EU Alternative Investment Fund Managers Directive (No. 2011/61/EU)
(the "AIFM Directive") or under any applicable implementing legislation of
the member state of the European Economic Area in which such person is
domiciled or in which such person has a registered office.
Members of the public are not eligible to take part in the Placing. This
announcement (including the Appendix) and the terms and conditions set out
herein are for information purposes only and directed only at: (A) Qualified
Investors; (B) in the United Kingdom, Qualified Investors 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 Articles 49(2)(A) to (D) of the FPO; or are persons to whom it may
otherwise be lawfully communicated and (b) are a "professional client" or an
"eligible counterparty" within the meaning of Chapter 3 of the Financial
Conduct Authority's Conduct of Business Sourcebook; or (C) other persons to
whom they may be lawfully communicated (all such persons together being
referred to as "Relevant Persons"). This announcement (including the
Appendix) and the terms and conditions set out herein must not be acted on
or relied on by persons who are not Relevant Persons.
Any investment or investment activity to which this announcement (including
the Appendix) and the terms and conditions set out herein relates is
available only to, and will be engaged in only with, Relevant Persons. This
announcement (including the Appendix) is for information purposes only and
does not itself constitute an offer for sale or subscription of any
securities in the Company. If persons are in any doubt as to whether they
are a Relevant Person they should consult a professional adviser for advice.
The new Shares have not been registered and will not be registered in the
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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, (the
"Investment Company Act") 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, and under circumstances that that would
not result in the Company being in violation of the Investment Company Act.
There will be no public offer of the new Shares in the United Kingdom, the
United States or elsewhere. The new 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 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 Shares
pursuant to the Placing or the accuracy or adequacy of this announcement.
Any representation to the contrary is a criminal offence in the United
States.
This announcement (including the Appendix) does not constitute an offer to
sell or issue or a solicitation to buy or subscribe for new Shares in any
jurisdiction including, without limitation, the United States, Canada,
Australia, New Zealand, the Republic of South Africa, Japan or any other
jurisdiction in which such offer or solicitation is or may be unlawful (an
"Excluded Territory"). This announcement (including the Appendix) is not for
publication, release or distribution, directly or indirectly, in whole or in
part, to U.S. Persons or to persons in an Excluded Territory.
The distribution of this announcement (including the Appendix), and/or the
issue of new Shares in certain jurisdictions may be restricted by law and/or
regulation. No action has been taken by the Company, Winterflood or the
Investment Manager or any of their respective affiliates that would permit
an offer of Shares pursuant to the Placing in any jurisdiction where action
for that purpose is required. Persons receiving this announcement are
required to inform themselves about and to observe any such restrictions.
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 Financial Conduct Authority , London Stock Exchange plc or
by applicable law). 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.
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 the Financial Services and
Markets Act as amended (the "FSMA"), 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.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("Directive 2014/65/EU"); (b) Articles 9 and 10 of Commission
Delegated Directive (EU) 2017/593 supplementing Directive 2014/65/EU; and
(c) local implementing measures (together, the "MiFID II Product Governance
Requirements"), and disclaiming all and any liability, whether arising in
tort, contract or otherwise, which any "manufacturer" (for the purposes of
the MiFID II Product Governance Requirements) may otherwise have with
respect thereto, the Shares have been subject to a product approval process,
which has determined that the Shares which may be issued pursuant to the
Placing are: (i) compatible with an end target market of retail investors
and investors who meet the criteria of professional clients and eligible
counterparties, each as defined in Directive 2014/65/EU; and (ii) eligible
for distribution through all distribution channels as are permitted by
Directive 2014/65/EU (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, distributors should note that:
the price of the Shares may decline and investors could lose all or part of
their investment; the Shares offer no guaranteed income and no capital
protection; and an investment in the Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The Target Market Assessment is without prejudice
to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Placing. Furthermore, it is noted that,
notwithstanding the Target Market Assessment, Winterflood will only procure
investors who meet the criteria of professional clients and eligible
counterparties.
For the avoidance of doubt, the Target Market Assessment does not
constitute: (a) an assessment of suitability or appropriateness for the
purposes of Directive 2014/65/EU; or (b) a recommendation to any investor or
group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Shares.
Each distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate distribution
channels.
APPENDIX - TERMS AND CONDITIONS OF THE PLACING
1) INTRODUCTION
1) By participating in the Placing each applicant for Shares (a
"Placee") is deemed to have read and understood this announcement (the
"Announcement") including this appendix (the "Appendix") in its entirety
and to be providing the representations, warranties, undertakings,
agreements and acknowledgements contained in this Appendix.
2) Each Placee which confirms its agreement (whether orally or in writing)
to Winterflood to subscribe for Shares under the Placing will be bound by
these Terms and Conditions and will be deemed to have accepted them.
3) Winterflood may require any Placee to agree to such further terms
and/or conditions and/or give such additional warranties and/or
representations as it (in its absolute discretion) sees fit and may
require any such Placee to execute a separate placing letter. The terms
and conditions contained in any such placing letter shall be supplemental
and in addition to the Terms and Conditions contained in this Appendix.
2) AGREEMENT TO SUBSCRIBE FOR SHARES
1) Conditional on:
1) Admission occurring and becoming effective by 8.00 a.m. on 5 June 2020
(or such later time and/or date as the Company and Winterflood may agree,
not being later than 12 June 2020);
2) the Placing not having been terminated on or before the date of
Admission; and
3) Winterflood confirming to the Placees their allocation of Shares,
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