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 https://data.fca.org.uk/#/nsm/nationalstoragemechanism and on the Company's website at 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
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Posting of Circular for the General Meeting
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2 July 2025
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Latest time and date for receipt of hard copy or electronic proxy appointments for the General Meeting
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1.00 p.m. on 24 July 2025
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General Meeting
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1.00 p.m. on 28 July 2025
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Announcement of the results of the General Meeting
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28 July 2025
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Expected date of publication of the Prospectus and commencement of the Share Issuance Programme
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29 July 2025
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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:
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M&G Credit Income Investment Trust plc
MUFG Corporate Governance Limited (Company Secretary)
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+44 333 300 1932
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Winterflood Securities Limited
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+44 (0)20 3100 0000
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Neil Morgan
Darren Willis
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