Proposed Placing and Retail Offer

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.

10 March 2025

M&G Credit Income Investment Trust plc

Proposed Placing and Retail Offer

The Board of M&G Credit Income Investment Trust plc (the “Company”) is pleased to announce a placing (the “Placing”) and retail offer of ordinary shares in the Company (“Shares”) (the “Fundraising”). The retail offer will be undertaken via the Winterflood Retail Access Platform (“WRAP”) (the “WRAP Retail Offer”).

The Fundraising

In light of the ongoing demand in the market for Shares, with the Company having issued or sold from treasury 12.7 million Shares in the last 12 months and having renewed shareholder authorities by way of a general meeting on 27 February 2025 to issue up to 31,002,226 on a non-pre-emptive basis, the Board has decided to undertake the Placing. Any new Shares issued pursuant to the Placing will be issued at a price equal to a 1.0% premium to the last published cum-income NAV per Share prior to the closing of the Placing (the “Issue Price”).  The Issue Price is expected to be announced on 18 March 2025. The new Shares will not be subject to stamp duty.

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

Winterflood Securities Limited (“Winterflood”) is acting as placing agent to the Company in relation to the Placing. The Placing is not being underwritten.

In order to allow qualifying retail investors to participate in the Fundraising, the Company is undertaking the WRAP Retail Offer, which is being made under an exemption against the need for an approved prospectus provided for under sections 86(1)(e) and 86(4) of Financial Services and Markets Act 2000, as amended ("FSMA") and is expected to run alongside the Placing. A separate announcement will be released shortly detailing the WRAP Retail Offer.

Any new Shares issued in connection with the Fundraising will be issued pursuant to the authority granted by the Company's shareholders at the Company’s general meeting held on 27 February 2025. The Fundraising may be subject to scaling back at the sole discretion of the Board, in consultation with Winterflood.

The new 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 Shares.

Applications will be made to the Financial Conduct Authority (the "FCA") for admission of the new Shares to the closed-ended investment funds category and to the London Stock Exchange plc (the "LSE") for admission to trading of the new Shares on its main market for listed securities (“Admission”).

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

Timetable

The expected timetable for the Fundraising is as follows:

Availability of the Placing

Participation in the Placing will only be available to persons in the United Kingdom who are qualified investors as defined in article 2(e) of Regulation (EU) 2017/1129 which is part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended) (the “UK Prospectus Regulation”) (“UK Qualified Investors”). UK 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 Appendix 1 to this announcement. The decision to allot the new Shares to any UK Qualified Investor pursuant to the Placing shall be at the absolute discretion of Winterflood (in consultation with the Company).

By making an offer to subscribe for new Shares under the Placing, UK Qualified Investors will be deemed to have accepted the Terms and Conditions. A UK Qualified Investor that has made an offer to subscribe for new Shares under the Placing accepts that following the closing of the Fundraising such offer shall be irrevocable. Upon being notified of its allocation of new Shares in the Placing, a UK Qualified Investor shall be contractually committed to acquire the number of new Shares allocated to it at the Issue Price.

Winterflood, in agreement with the Company, 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 UK Qualified Investor submitting an application after that time; and (ii) allocate new Shares after the Fundraising has closed to any UK Qualified Investor submitting an application after that time.

The Company's LEI is: 549300E9W63X1E5A3N24

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.

Members of the public are not eligible to take part in the Placing. Information in this announcement relating to the Placing (including within Appendix 1) and the terms and conditions of the Placing set out in Appendix 1 are for information purposes only and are directed only at persons who are UK Qualified Investors, who are persons: (i) who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); or (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc") of the Order; or (iii) are persons to whom it may otherwise be lawfully communicated (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to and will only be engaged in with the persons referred above.

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. Dividend targets are a target only and not a profit forecast, there can be no assurances that this target will be met. No representation is being made by the inclusion of the data contained herein that the Company will achieve results similar to that which it has achieved in the past or avoid losses. Past performance cannot be relied on as a guide to future performance.

It should be noted that a subscription for Shares and investment in the Company carries a number of risks. Investors should consider the risk factors set out in the Company's latest annual report before making a decision to subscribe for Shares. Investors should take independent advice from a person experienced in advising on investment in securities such as the Shares if they are in any doubt. Investors' capital is at risk.

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 Shares have not been registered and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state or other jurisdiction of the United States 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 U.S. Investment Company Act of 1940, as amended (the “Investment Company Act”). The Company has not been, and will not be, registered under the Investment Company Act and as such investors are not and will not be entitled to the benefits of the Investment Company Act.

The 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. There has been and will be no public offering of the Shares in the United States. The 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 Shares pursuant to the Fundraising or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the United States.

This announcement (including Appendix 1) does not constitute an offer to sell or issue or a solicitation to buy or subscribe for 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 Appendix 1) 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 Appendix 1), and/or the issue of Shares in certain jurisdictions may be restricted by law and/or regulation. No action has been taken by the Company, Winterflood or M&G Alternatives Investment Management Limited (the “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 (including Appendix 1) 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. No assurance can be given that forward-looking statements results will be achieved. The forward-looking statements contained in this announcement speak only as of the date of this announcement and the Company assumes no obligation to, and does not intend to update or revise publicly any of them whether as a result of new information, future events or otherwise, except to the extent required by the FCA, the LSE or by applicable law, the Listing Rules and the Disclosure Guidance and Transparency Rules.

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 FCA, the LSE 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 or its affiliates from time to time have provided in the past and may provide in the future investment banking, financial advisory and commercial banking services to the Company and its affiliates in the ordinary course of business for which they have received or may receive customary fees and commissions.

Winterflood, which is authorised and regulated in the United Kingdom by the FCA, 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 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 FSMA, or the regulatory regime established thereunder or any other applicable regulatory regime. The 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 the relevant provisions of the UK statutory instruments implementing Directive 2014/65/EU and Commission Delegated Directive (EU) 2017/593, Regulation (EU) No 600/2014 of the European Parliament, as they form part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended (together, the "UK MiFID Laws"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any "manufacturer" (for the purposes of the UK MiFID Laws) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Shares are: (i) compatible with an end target market of retail investors who do not need a guaranteed income or capital protection and investors who meet the criteria of professional clients and eligible counterparties, each as defined in the UK MiFID Laws; and (ii) eligible for distribution through all distribution channels permitted by the UK MiFID Laws (the "Target Market Assessment").

Notwithstanding the Target Market Assessment, distributors should note that: the price of 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 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 issue of the Shares.  Furthermore, it is noted that, notwithstanding the Target Market Assessment, Winterflood will only contact prospective placees for participation in the Placing 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 the UK MiFID Laws; 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.

PRIIPS Regulation

The Company has prepared a key information document in respect of the Shares, which is available to investors on the Company's website: https://www.mandg.com/investments/private-investor/en-gb/funds/mg-credit-income-investment-trust-plc/gb00bfyyl325. The key information document has been prepared in accordance with the content requirements and methodologies specified in the UK version of Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products, which forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended. 

APPENDIX 1 – 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 (“Appendix 1”) in its entirety and to be providing the representations, warranties, undertakings, agreements and acknowledgements contained in this Appendix 1.

2.                Each Placee which confirms its agreement (whether orally or in writing) to Winterflood to subscribe for the 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 1.

2. AGREEMENT TO SUBSCRIBE FOR SHARES
   1.                Conditional on:

1.                  Admission occurring and becoming effective by 8.00 a.m. on 25 March 2025 (or such later time and/or date as the Company and Winterflood may agree, not being later than 30 April 2025);

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,

(the "Conditions"),

a Placee agrees to become a member of the Company and agrees to subscribe for those Shares allocated to it by Winterflood at the Issue Price. To the fullest extent permitted by law, each Placee acknowledges and agrees that it will not be entitled to exercise any remedy of rescission at any time. This does not affect any other rights the Placee may have.

2.                Any commitment to acquire Shares under the Placing agreed orally with Winterflood, as agent for the Company, will constitute an irrevocable, legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and Winterflood, to subscribe for the number of Shares allocated to it on the terms and subject to the conditions set out in these Terms and Conditions and in a contract note (the ‘‘Contract Note’’) and in accordance with the articles of association of the Company. Except with the consent of Winterflood, such oral commitment will not be capable of variation or revocation after the time at which it is made.