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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