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M&G Credit Income Investment Trust plc (MGCI)
Publication of Circular
02-Jul-2025 / 07:00 GMT/BST
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT ARE NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART,
IN, INTO OR FROM, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF
COLUMBIA), AUSTRALIA, CANADA, JAPAN, NEW ZEALAND, THE REPUBLIC OF SOUTH
AFRICA, IN ANY MEMBER STATE OF THE EEA OR IN ANY OTHER JURISDICTION IN
WHICH THE SAME WOULD BE UNLAWFUL.
This announcement is not an offer to sell, or a solicitation of an offer
to acquire, securities in the United States or in any other jurisdiction
in which the same would be unlawful. Neither this announcement nor any
part of it shall form the basis of or be relied on in connection with or
act as an inducement to enter into any contract or commitment whatsoever.
Legal Entity Identifier: 549300E9W63X1E5A3N24
2 July 2025
M&G Credit Income Investment Trust plc
Proposed grant of authority to allot Ordinary Shares under a proposed
Share Issuance Programme and any future WRAP Retail Offer
Publication of Circular
The Board of M&G Credit Income Investment Trust plc (the “Company” or
“MGCI”) has today published a circular (the “Circular”) to provide details
of proposals to issue up to 150 million Ordinary Shares on a
non-pre-emptive basis by way of a Share Issuance Programme under a
prospectus (the “Prospectus”), which is expected to be published on 29
July 2025, and any future WRAP Retail Offer (the “Proposals”), and to
convene a general meeting of the Company (the “General Meeting”) to seek
Shareholder authority to issue such Ordinary Shares and to do so on a
non-pre-emptive basis.
The Circular will shortly be available for inspection at the National
Storage Mechanism which is located at
1 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the
Company's website at 2 http://www.mandg.com/creditincomeinvestmenttrust.
Background to, and reasons for, the Proposals
Zero Discount Policy
The Company announced a Zero Discount Policy on 30 April 2021, which is
intended to manage the share price discount or premium to NAV per Ordinary
Share to seek to ensure that the Company's Ordinary Shares should trade
close to NAV per Ordinary Share in normal market conditions. Following the
adoption of the Zero Discount Policy, the Company initially repurchased
Ordinary Shares in light of the then prevailing discount, with such
Ordinary Shares being held in treasury. By the end of October 2023, and
after taking account of approximately 2.8 million Ordinary Shares that had
been resold from treasury when the Ordinary Shares traded at a premium for
part of 2022, the Company held approximately 4.1 million shares in
treasury.
Since then, the Company’s Ordinary Shares have generally traded at a
premium to NAV per Ordinary Share for an extended period of time, with an
average premium of 1.4 per cent. in the 12-month period to the Latest
Practicable Date of 30 June 2025. This high and sustained demand for
Ordinary Shares from a wide range of investors has led to the Company
selling all remaining Ordinary Shares held in treasury and issuing new
Ordinary Shares at a premium to NAV per Ordinary Share. As at the Latest
Practicable Date of 30 June 2025, a total of approximately 36 million new
Ordinary Shares had been issued in the previous 12 months.
Requirement for the Prospectus
The Company may, over a 12-month rolling period, issue new Ordinary Shares
representing up to 20 per cent. of its issued share capital and apply for
those Shares to be admitted to the Official List and to trading on the
Main Market without publishing a prospectus. As a result of the issuance
noted above, the Company has only limited further capacity to continue to
issue new Ordinary Shares and your Board has resolved that the Company
should publish the Prospectus in order for the Share issuance to continue
over the 12 months following the General Meeting. The Prospectus is
expected to be published on 29 July 2025.
The General Meeting is being held to seek authority from Shareholders for
the issuance of up to 150 million Ordinary Shares pursuant to the Share
Issuance Programme under the Prospectus and any future WRAP Retail Offer.
If passed, the Resolutions would grant authority for the Share Issuance
Programme and any future WRAP Retail Offer in addition to, and not in
place of, the General Allotment Authority granted to the Directors at the
2025 AGM. That General Allotment Authority additionally authorises the
Directors to allot Ordinary Shares, or sell Ordinary Shares from treasury,
without regard to the pre-emption rights contained in the Act or
otherwise, up to an aggregate nominal amount of £342,187.48, equivalent to
34,218,748 Ordinary Shares.
Benefits of the Proposals
The Board believes that the Proposals, together with the Share Issuance
Programme and any future WRAP Retail Offer, will have the following
benefits for Shareholders:
• the ability to continue to manage the premium to the prevailing Net
Asset Value per Ordinary Share at which the Ordinary Shares may trade
through the issue of new Ordinary Shares, thus enabling compliance
with the Company's Zero Discount Policy;
• improved secondary market liquidity for Shareholders, making the
Ordinary Shares more attractive to a wider range of investors;
• the enlargement of the Company's net assets, resulting in the
spreading of fixed costs over a larger capital base, which should
marginally reduce the level of ongoing charges per Ordinary Share; and
• greater scale, which should continue to enhance the profile of the
Company and broaden the Shareholder base.
The Board is satisfied that the Investment Manager will be able to deploy
any additional capital raised pursuant to the Share Issuance Programme in
accordance with the Company's Investment Policy.
Share Issuance Programme
All Ordinary Shares issued pursuant to the Share Issuance Programme will
be issued at a minimum issue price equal to the prevailing NAV per
Ordinary Share at the time of the relevant allotment together with a
premium intended to cover the costs of that issuance and also contribute
to the costs of publishing the Prospectus in order to initiate the Share
Issuance Programme.
Further details on the Share Issuance Programme will be contained in the
Prospectus once published.
General Meeting
The Proposals are conditional on the approval of the Company's
Shareholders. The Notice of the General Meeting, which will be held at the
offices of M&G Alternatives Investment Management Limited, 10 Fenchurch
Avenue, London, United Kingdom, EC3M 5AG, is set out in Part III of the
Circular. The Notice of General Meeting includes the full text of the
Resolutions.
Expected Timetable
Posting of Circular for the General Meeting 2 July 2025
Latest time and date for receipt of hard copy or 1.00 p.m. on 24 July
electronic proxy appointments for the General Meeting 2025
General Meeting 1.00 p.m. on 28 July
2025
Announcement of the results of the General Meeting 28 July 2025
Expected date of publication of the Prospectus and 29 July 2025
commencement of the Share Issuance Programme
All times are UK times. Each of the times and dates in this expected
timetable (other than in relation to the General Meeting) may be extended
or brought forward. Any changes to the expected timetable will be notified
to the market by the Company via an RIS announcement.
Capitalised terms used but not defined in this announcement will have the
same meaning as set out in the Circular.
For further information please contact:
M&G Credit Income Investment Trust plc
+44 333 300 1932
MUFG Corporate Governance Limited (Company Secretary)
Winterflood Securities Limited +44 (0)20 3100 0000
Neil Morgan
Darren Willis
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Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
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ISIN: GB00BFYYL325, GB00BFYYT831
Category Code: NOG
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.: 394578
EQS News ID: 2163658
End of Announcement EQS News Service
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