REG-M&G Credit Income Investment Trust plc WRAP Retail Offer

M&G Credit Income Investment TrustAnnouncement

10/03/2025 07:15

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M&G Credit Income Investment Trust plc (MGCI)
WRAP Retail Offer

10-March-2025 / 07:05 GMT/BST

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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, INTO OR WITHIN THE UNITED
STATES, AUSTRALIA,  NEW ZEALAND,  CANADA, SOUTH  AFRICA OR  JAPAN, OR  ANY MEMBER  STATE OF  THE EEA,  OR ANY  OTHER
JURISDICTION WHERE,  OR TO  ANY OTHER  PERSON TO  WHOM, TO  DO SO  MIGHT CONSTITUTE  A VIOLATION  OR BREACH  OF  ANY
APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT AMOUNTS TO  A FINANCIAL PROMOTION  FOR THE PURPOSES OF  SECTION 21 OF  THE FINANCIAL SERVICES  AND
MARKETS ACT 2000, AS AMENDED (“FSMA”)  AND HAS BEEN APPROVED BY  WINTERFLOOD SECURITIES LIMITED WHICH IS  AUTHORISED
AND REGULATED BY THE FINANCIAL CONDUCT AUTHORITY (the "FCA") (FRN 141455).

 

10 March 2025

 

                                       M&G Credit Income Investment Trust plc

                                                          

                                                 WRAP Retail Offer

 

M&G Credit Income Investment Trust plc (the “Company”) is pleased to announce a retail offer of new ordinary  shares
in the Company ("Ordinary Shares") via the Winterflood Retail Access Platform (“WRAP”) (the “WRAP Retail Offer”).

 

The WRAP Retail  Offer is  being undertaken  alongside a placing  (the “Placing”)  of Ordinary  Shares as  announced
earlier today. The new Ordinary Shares to be issued in connection with the WRAP Retail Offer and the Placing will be
issued pursuant to the Company’s existing shareholder authorities  granted at the Company’s general meeting held  on
27 February 2025. Any Ordinary Shares issued pursuant to the Placing and WRAP Retail Offer will be issued at a price
equal to a 1.0%  premium to the last  published cum-income NAV per  Ordinary Share prior to  the Placing close  (the
“Issue Price”). The Issue Price is expected to be announced  on 18 March 2025. For the avoidance of doubt, the  WRAP
Retail Offer is not part of the Placing. The new Ordinary Shares will not be subject to stamp duty.

 

The net proceeds of the WRAP Retail Offer will be invested in accordance with the Company’s investment policy.

 

Applications will be made to the FCA for admission  of the new Ordinary Shares to the closed-ended investment  funds
category and to the London Stock Exchange for admission to trading of the new Ordinary Shares on its main market for
listed securities (“Admission”). It is expected that Admission will  become effective at 8.00 a.m. on 25 March  2025
and that dealings in the new Ordinary Shares will commence at that time.

Further    information     on     the     Company     can     be     found     at     the     Company’s     website:
 1 https://www.mandg.com/investments/private-investor/en-gb/funds/mg-credit-income-investment-trust-plc/gb00bfyyl325

 

WRAP Retail Offer

 

The Company values its retail shareholder  base and believes that it is  appropriate to provide its existing  retail
shareholders, along with new qualifying investors, in the United Kingdom the opportunity to participate in the  WRAP
Retail Offer.

 

Therefore, the Company is making the Retail Offer open to eligible investors in the United Kingdom following release
of this announcement and through certain financial intermediaries. To be eligible to participate in the WRAP  Retail
Offer, applicants must be customers of a participating  intermediary (including individuals aged 18 years or  over),
companies and other  bodies corporate,  partnerships, trusts,  associations and  other unincorporated  organisations
(“Eligible Retail Investors”). Eligible Retail Investors can  contact their broker or wealth manager to  participate
in the Retail Offer.

 

The WRAP Retail Offer is expected to close at 2:00 p.m. on 20 March 2025. Eligible Retail Investors should note that
financial intermediaries may  have earlier closing  times. The result  of the WRAP  Retail Offer is  expected to  be
announced by the Company alongside the result of the Placing on or around 21 March 2025.

 

Intermediaries wishing to  participate in  the WRAP  Retail Offer  on behalf  of Eligible  Retail Investors,  should
contact  2 WRAP@winterflood.com.

 

There is a minimum subscription of GBP 100 per Eligible  Retail Investor under the WRAP Retail Offer. The terms  and
conditions on which Eligible Retail  Investors subscribe will be provided  by the relevant financial  intermediaries
including relevant commissions, fees, or charges.

 

The Company reserves the right to  scale back any order under  the WRAP Retail Offer or  amend the size of the  WRAP
Retail Offer at its discretion. The Company reserves the right to reject any application for subscription under  the
WRAP Retail Offer without giving any reason for such rejection.

 

It is vital to note that once an application for new Ordinary Shares has been made and accepted via an intermediary,
it cannot be withdrawn.

 

The new Ordinary Shares will, when issued,  be credited as fully paid, and  have the right to receive all  dividends
and 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 Ordinary Shares.

 

It is a term of the WRAP Retail Offer that the total value of the Ordinary Shares available for subscription through
the WRAP Retail Offer does not exceed EUR 4 million (or the equivalent amount in GBP, calculated in accordance  with
FSMA), or such size as agreed by the Company.

 

Investors should make their  own investigations into  the merits of an  investment in the  Company. Nothing in  this
announcement amounts to  a recommendation  to invest  in the Company  or amounts  to investment,  taxation or  legal
advice.

 

It should be noted that  a subscription for new Ordinary  Shares and investment in the  Company carries a number  of
risks, including the risk that investors may lose their entire investment. Investors should take independent  advice
from a person experienced in advising on investment in securities such as the new Ordinary Shares if they are in any
doubt.

 

An investment in the Company will place  capital at risk. The value of investments,  and any income, can go down  as
well as up, so investors could get back less than the amount invested.

 

Neither past performance nor any forecasts should be considered a reliable indicator of future results.

 

The WRAP Retail  Offer is  offered in  the United  Kingdom under the  exemption from  the requirement  to publish  a
prospectus in sections  86(1)(e) and  86(4) of  FSMA. As  such, there is  no need  for publication  of a  prospectus
pursuant to the United Kingdom version of Regulation (EU) 2017/1129 as it forms part of United Kingdom law by virtue
of the European Union (Withdrawal) Act 2018  (as amended), or for approval of the  same by the FCA. The WRAP  Retail
Offer is not being made into any jurisdiction other than the United Kingdom.

 

 

 

MUFG Corporate Governance Limited (Company Secretary)
                                                      +44 (0)20 3757 1912
Paula O’Reilly
                                                       
Winterflood Securities Limited                        +44 (0)20 3100 0000
Neil Morgan
                                                       
Darren Willis
                                                       
Winterflood Retail Access Platform

Joe Winkley                                            3 WRAP@winterflood.com

Sophia Bechev                                         +44(0) 20 3100 0286

 
                                                       

The Company's LEI is: 549300E9W63X1E5A3N24

 

This announcement should be read in its entirety. In particular, the information in the “Important Notices”  section
of the announcement should be read and understood.

 

 

Important Notices

 

This announcement, which has been prepared  by and is the sole responsibility  of the Company has been approved  for
the purposes of  Section 21  of FSMA  by Winterflood  Securities Limited  (“Winterflood”), which  is authorised  and
regulated by the FCA.

 

The release, publication or distribution of this announcement may be restricted by law in certain jurisdictions  and
persons into whose possession any  document or other information referred  to herein comes should inform  themselves
about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation  of
the securities laws of any such jurisdiction.

 

This announcement and the information contained herein is not for release, publication or distribution, directly  or
indirectly, in whole or in part,  in or into or from the  United States (including its territories and  possessions,
any state of the United States and the District  of Columbia (the “United States” or “US”)), Australia, Canada,  New
Zealand, Japan, the Republic of South Africa, any member state  of the EEA or any other jurisdiction where to do  so
might constitute a violation of the relevant laws or regulations of such jurisdiction.

 

The Ordinary Shares have not been and  will not be registered under the US  Securities Act of 1933, as amended  (the
“US Securities Act”) or under the securities  laws of any state or other  jurisdiction of the United States and  may
not be offered or sold 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 US Securities Act (“Regulation S”)), except pursuant  to
an exemption from, or in a transaction not subject to, the registration requirements of the US 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 US Investment Company Act of 1940,
as amended (the “US Investment Company Act”). No public offering  of the Ordinary Shares is being made in the  United
States. The Ordinary Shares are being offered and sold outside the United States in “offshore transactions”, as defined
in, and in compliance with, Regulation  S to non-US persons (within the  meaning of Regulation S). In addition,  the
Company has not been, and will not be, registered under the US Investment Company Act.

 

This announcement does not constitute an offer  to sell or issue or a solicitation  of an offer to buy or  subscribe
for Ordinary Shares in the United States, Australia, Canada,  New Zealand, Japan, the Republic of South Africa,  any
member state of the  EEA or any other  jurisdiction in which such  offer or solicitation is  or may be unlawful.  No
public offer of the securities referred to herein is being made in any such jurisdiction.

 

WRAP is a proprietary technology platform owned and operated by Winterflood (registered address at Riverbank  House,
2 Swan Lane, London, EC4R  3GA; FRN 141455). Winterflood  is authorised and regulated in  the United Kingdom by  the
FCA, is acting exclusively for the Company and for no-one else and will not regard any other person (whether or  not
a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible  to
anyone other than the Company  for providing the protections  afforded to its clients,  nor for providing advice  in
connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement.

 

The value of Ordinary Shares and the income  from them is not guaranteed and can  fall as well as rise due to  stock
market movements. When you sell your investment, you may  get back less than you originally invested. Figures  refer
to past performance and  past performance is  not a reliable indicator  of future results.  Returns may increase  or
decrease as a result of currency fluctuations.

 

Certain statements  in  this announcement  may  be  forward-looking statements  which  are based  on  the  Company's
expectations, intentions and projections regarding  its future performance, anticipated  events or trends and  other
matters that  are not  historical  facts. These  forward-looking statements,  which  may use  words such  as  “aim”,
“anticipate”, “believe”, “intend”, “estimate”, “expect” and words  of similar meaning, include all matters that  are
not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause
the actual results  of operations, financial  condition, liquidity and  dividend policy and  the development of  the
industries in  which the  Company's businesses  operate to  differ materially  from the  impression created  by  the
forward-looking statements. These statements are not guarantees of  future performance and are subject to known  and
unknown risks, uncertainties  and other  factors that could  cause actual  results to differ  materially from  those
expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective  investors
are cautioned not to place undue reliance on forward-looking statements.

 

These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide
to future performance. The  Company and Winterflood expressly  disclaim any obligation or  undertaking to update  or
revise any forward-looking statements contained herein to reflect  actual results or any change in the  assumptions,
conditions or circumstances on which any such statements are based  unless required to do so by the FCA, the  London
Stock Exchange or applicable law.

 

The information in this announcement is  for background purposes only and does  not purport to be full or  complete.
Neither Winterflood nor any of its 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 any other information relating to the Company or associated companies, whether written, oral or  in
a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from  any
use of  the  announcement or  its  contents  or otherwise  arising  in  connection therewith.  Winterflood  and  its
affiliates, accordingly disclaim all  and any liability whether  arising in tort, contract  or otherwise which  they
might otherwise be found to have in respect of this announcement or its contents or otherwise arising in  connection
therewith.

 

Any indication in this announcement of the price at which  the Ordinary Shares have been bought or sold in the  past
cannot be  relied upon  as a  guide to  future performance.  Persons needing  advice should  consult an  independent
financial adviser. No statement in this  announcement is intended to be a  profit forecast and no statement in  this
announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current
or future financial years would necessarily match or exceed the historical published earnings or dividends per share
of the Company.

 

Neither the content of the Company's website (or any  other website) nor the content of any website accessible  from
hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this  announcement.
The Ordinary Shares to be issued or  sold pursuant to the WRAP Retail Offer  will not be admitted to trading on  any
stock exchange other than the London Stock Exchange.

 

 

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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: IOE
   TIDM:          MGCI
   LEI Code:      549300E9W63X1E5A3N24
   Sequence No.:  378386
   EQS News ID:   2097510


    
   End of Announcement EQS News Service

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References

   Visible links
   1. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=d67f33b78b4a269394b0041c952a8c25&application_id=2097510&site_id=refinitiv~~~456f380e-074c-434c-ab61-d8ca972fa0de&application_name=news
   2. mailto:WRAP@winterflood.com
   3. mailto:WRAP@winterflood.com


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