TIDMPOLN
RNS Number : 8082M
Pollen Street PLC
18 September 2023
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN,
INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
THIS IS AN ANNOUNCEMENT, IS FOR INFORMATION PURPOSES ONLY AND IS
NOT A PROSPECTUS OR EQUIVALENT DOCUMENT. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM PART OF, AND SHOULD NOT BE CONSTRUED AS, ANY
OFFER, INVITATION OR RECOMMATION TO PURCHASE, SELL OR SUBSCRIBE FOR
ANY SECURITIES IN ANY JURISDICTION AND NEITHER THE ISSUE OF THE
INFORMATION NOR ANYTHING CONTAINED HEREIN SHALL FORM THE BASIS OF
OR BE RELIED UPON IN CONNECTION WITH, OR ACT AS AN INDUCEMENT TO
ENTER INTO, ANY INVESTMENT ACTIVITY
FOR IMMEDIATE RELEASE
18 September 2023
Proposed introduction of Pollen Street Group Limited ("New
Holdco") as a new holding company of Pollen Street Plc by means of
a Scheme of Arrangement under Part 26 of the Companies Act 2006
(the "Scheme"), proposed change of listing category resulting in
shareholders receiving premium segment (commercial company) shares
in New HoldCo and proposed reduction of share premium reserve of
Pollen Street Plc
Pollen Street Plc ("Pollen Street")
Publication of Circular
Pollen Street has today published a circular in connection with:
(i) its proposed introduction of New Holdco as a new holding
company above Pollen Street by means of a scheme of arrangement
under Part 26 of the Companies Act 2006; (ii) the proposed change
of listing category that will result in shareholders of Pollen
Street receiving premium segment (commercial company) shares in New
HoldCo in place of their premium segment (closed-ended investment
fund) shares in Pollen Street; and (iii) the proposed reduction of
the share premium reserve of Pollen Street (the "Circular").
The Circular has been approved by the Financial Conduct
Authority (the "FCA") and is available at
www.pollenstreetgroup.com/shareholders and includes full details of
the Scheme, the Change of Listing (as defined below) and of the
Reduction of Share Premium Reserve (as defined below), together
with an explanatory statement and the notices convening the Court
Meeting and the General Meeting. The Circular also contains the
expected timetable of principal events for the implementation of
the Scheme and the other matters contemplated in the Circular and
specifies the necessary actions to be taken by Shareholders.
The Scheme and Change of Listing
The Scheme is between Pollen Street and the Shareholders and
involves the cancellation of shares in Pollen Street currently held
by Shareholders ("Existing Holdco Ordinary Shares") in exchange for
the same number of shares in New Holdco ("New Scheme Ordinary
Shares"). The rights attaching to the New Scheme Ordinary Shares
will be substantively the same as those attaching to the Existing
Holdco Ordinary Shares at the Scheme Effective Date. Whereas the
Existing Holdco Ordinary Shares are admitted to the premium listing
segment for closed-ended investment funds under Chapter 15 of the
Listing Rules, application will be made for the admission of the
New Scheme Ordinary Shares to the premium listing segment for
commercial companies (the "Change of Listing"). New Holdco intends
to publish a prospectus in Q4 2023 for the purposes of and in
connection with admission of the New Scheme Ordinary Shares.
The Scheme and Change of Listing are being undertaken on the
grounds that the introduction of a new commercial company through
the implementation of the Scheme, with a premium listing under
Chapter 6 of the Listing Rules, will allow the business to access
investment from a wider investor base, which in turn is expected to
drive increased liquidity. Moreover, the Board believes that the
point has arrived at which the Group's business is better suited to
a premium listing as a commercial company than as a closed-ended
investment fund following the acquisition of Pollen Street Capital
Holdings Limited (the "Asset Manager"). Whilst the traditional
focus on homogenised credit assets has thus far continued to
account for the majority of the Pollen Street's investment
portfolio, the Asset Manager is set to play a larger role in
dictating Pollen Street's investment activities. Given that Pollen
Street's business is not as readily compatible with the definition
of an investment company, it will therefore be more appropriate for
New Holdco to trade as a commercial company (which would bring it
into line with its quoted peer group).
The Scheme, the Change of Listing and the subsequent
reorganisation (as detailed in section 4 of Part II (Letter from
the Chair of Pollen Street) of the Circular) will result in a
revised corporate structure that more accurately reflects the
day-to-day operations of the Group. New Holdco will sit above the
two sister sub-groups, and there will be a clear and operationally
useful distinction between businesses carried on by Pollen Street
and the Asset Manager.
The Scheme will also allow for majority investments in
PRA-supervised banking institutions in a manner that avoids the
imposition of consolidated capital requirements at holding company
level under the relevant bank capital regulation. The insertion of
a non-UK incorporated holding company is a practical long-term
measure which Pollen Street undertook to the PRA and subject to
obtaining relevant shareholder and regulatory approvals, to
implement in order to regularise its existing capped investments in
PRA-supervised banking institutions going forward.
The Reduction of Share Premium Reserve
Separate to but in relation to the Scheme, Pollen Street will
effect a cancellation of its existing share premium reserve, with
the arising sum being credited to its distributable reserves (the "
Reduction of Share Premium Reserve "). The purpose of the
cancellation is to increase Pollen Street's distributable reserves
in order that it may carry out the subsequent reorganisation
referred to above. The Reduction of Share Premium Reserve is
conditional upon the passing by the Shareholders of the special
resolution set out in the Notice of General Meeting and will
require the confirmation by the High Court. A further announcement
will be made in due course following the conclusion of the
process.
Action to be taken by Shareholders
Pollen Street urges the Shareholders to read the Circular
carefully because it contains important information in relation to
the Scheme, Change of Listing and the Reduction of Share Premium
Reserve.
The Scheme, the Change of Listing and the Reduction of Share
Premium Reserve are each conditional upon a number of matters which
are set out in full in the explanatory statement contained in the
Circular, including approval by Shareholders of the Scheme and the
Resolutions at the General Meeting and of the Scheme at the Court
Meeting.
Expected timetable
The expected timetable of principal events for implementation of
the Scheme and the other matters contemplated in the Circular is
set out below. All references to time in this Announcement are to
London time.
Principal Event Date and Time (2023)
Publication of this document 18 September 2023
Latest time for receipt of Forms of 10:30 a.m. on 9
Proxy / CREST / Electronic proxy instructions October 2023
for the Court Meeting
Latest time for receipt of Forms of 10:45 a.m. on 9
Proxy / CREST / Electronic proxy instructions October 2023
for the General Meeting
Voting Record Time for the Meetings 6:00 p.m. on 9 October
2023
Court Meeting 10:30 a.m. on 11
October 2023
General meeting 10:45 a.m. on 11
October 2023
Court Hearing to sanction the Scheme Q1 2024
Last day of dealings in Ordinary Shares Q1 2024
Scheme Record Time Q1 2024
Scheme Effective Date Q1 2024
Availability of Circular
A copy of the Circular has been submitted to the FCA's National
Storage Mechanism (the "NSM") and will be available for inspection
on the NSM's website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Circular will also be available on Pollen Street's website at
www.pollenstreetgroup.com/shareholders.
Capitalised terms not otherwise defined in this Announcement
have the same meaning given to them in the Circular.
Enquiries:
For further information about this Announcement please
contact:
Pollen Street Plc
Chris Palmer / Julian Dale: +44 (0)20 3728 6750
Liberum Capital Limited - Sponsor
Chris Clarke / Edward Mansfield: +44 (0)20 3100 2000
About the Pollen Street Group
Pollen Street plc is an alternative asset manager dedicated to
investing with the financial and business services sectors across
both Private Equity and Private Credit strategies. The business was
founded in 2013 and has consistently delivered top tier returns
alongside growing AuM.
Pollen Street benefits from a complementary set of asset
management activities focused on managing third-party AuM (the
"Asset Manager") together with on-balance sheet investments (the
"Investment Company").
The Asset Manager raises capital from top tier investors and
deploys it into its Private Equity and Private Credit strategies.
The strong recurring revenues from this business enable us to
deliver scalable growth.
The Investment Company invests in strategies aligned with core
strategies of the group and today the investment portfolio is
aligned with the private credit strategy. The portfolio is a
well-diversified pool of primarily senior credit assets to high
quality borrowers generating strong returns together with capital
preservation. The portfolio consists of both direct investments and
investments in funds managed by Pollen Street.
POLN is listed on the London Stock Exchange (ticker symbol:
POLN). Further details are available at www.pollencap.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Announcement relate to the future,
including forward-looking statements relating to the Pollen
Street's financial position and strategy. In some cases, these
forward-looking statements can be identified by the use of
forward-looking terminology, including the terms 'intend', 'aim',
'project', 'anticipate', 'estimate', 'plan', 'believe', 'expect',
'may', 'should', 'will', 'continue' or other similar words. These
statements discuss future expectations concerning Pollen Street's
results of operations or financial condition, or provide other
forward-looking statements.
Other than as required by law, none of Pollen Street, its
officers, advisers or any other person gives any representation,
assurance or guarantee that the occurrence of the events expressed
or implied in any forward-looking statements in this Announcement
will actually occur, in part or in whole.
Additionally, statements of the intentions of the Board and/or
Directors reflect the present intentions of the Board and/or
Directors, respectively, as at the date of this Announcement and
may be subject to change as the composition of the Board alters, or
as circumstances require. Except as required by law, Pollen Street
disclaims any obligation or undertaking to update or revise any
forward-looking statement in this Announcement.
The forward-looking statements speak only as at the date of this
Announcement. To the extent required by applicable law or
regulation (including as may be required by the Companies Act,
Prospectus Regulation Rules, Listing Rules, MAR, Disclosure
Guidance and Transparency Rules and FSMA), Pollen Street will
update or revise the information in this Announcement. Otherwise,
Pollen Street expressly disclaims any obligation or undertaking to
release publicly any updates or revisions to any forward-looking
statements contained in this Announcement to reflect any change in
expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is
based.
No forecasts or estimates
Nothing in this Announcement is intended as a profit forecast or
estimate for any period and no statement in this Announcement
should be interpreted to mean that earnings or earnings per share
or dividend per share for Pollen Street for the current or future
financial years would necessarily match or exceed the historical
published earnings or earnings per share or dividend per share for
Pollen Street.
Further information
This Announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer to
sell or subscribe for or any invitation to purchase or subscribe
for or otherwise acquire or dispose of any securities or the
solicitation of any vote or approval in any jurisdiction, nor will
there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. The Scheme will be
made solely pursuant to the terms of the Scheme Document setting
out the particulars of the proposed Scheme between Pollen Street
and the Shareholders with or subject to any modification, addition
or condition approved or imposed by the Court and agreed by Pollen
Street, which, together with the forms of proxy that will accompany
the Scheme Document, contain the full terms and conditions of the
Scheme, including details of how to vote in respect of the Scheme.
Any vote in respect of resolutions to be proposed at the General
Meeting to approve the Scheme or related matters should be made
only on the basis of the information contained in the Scheme
Document.
Pollen Street has prepared the Circular to be distributed to
Shareholders. Pollen Street urges Shareholders to read the Circular
to be distributed to the Shareholders carefully, because it
contains important information in relation to the Scheme, the
Change of Listing and the Reduction of Share Premium Reserve.
This Announcement does not constitute a prospectus or prospectus
equivalent document.
Overseas jurisdictions
The release, publication or distribution of this Announcement
(in whole or in part) in certain jurisdictions may be restricted by
law and therefore persons into whose possession this Announcement
comes should inform themselves about and observe any such
restrictions in relation to this Announcement. Except in the United
Kingdom, no action has been taken or will be taken in any
jurisdiction that would permit possession or distribution of this
Announcement in any country or jurisdiction where action for that
purpose is required. Accordingly, this Announcement may not be
distributed or published in any jurisdiction where to do so would
breach any securities laws or regulations of any such jurisdiction
or give rise to an obligation to obtain any consent, approval or
permission, or to make any application, filing or registration.
Failure to comply with these restrictions may constitute a
violation of the securities laws or regulations of such
jurisdictions.
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END
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September 18, 2023 09:41 ET (13:41 GMT)
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