Completion of the Combination with Pollen Street
30/09/2022 08:12
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RNS Number : 3220B Honeycomb Investment Trust PLC 30 September 2022
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FOR IMMEDIATE RELEASE
30 September 2022
Honeycomb Investment Trust plc ("Honeycomb")
Completion of the Combination with Pollen Street
Honeycomb is pleased to announce that the all share combination between
Honeycomb and Pollen Street Capital Holdings Limited ("Pollen Street"), as
announced by Honeycomb on 15 February 2022 has successfully completed
("Completion").
Commenting on Completion, Chairman Robert Sharpe said:
"I am delighted to share that the Combination of Honeycomb and Pollen Street
has completed having been strongly supported by Shareholders. Since we
announced the initial agreement in February, the rationale for the Combination
has only been reinforced, as we've seen Pollen Street grow and deliver returns
in the face of uncertain market conditions. Completion of the Combination
allows us to accelerate that growth and unlock significant value for
Shareholders through a compelling model of income and growth."
Commenting on Completion, Chief Executive Officer Lindsey McMurray said:
"For nearly 10 years, Pollen Street has proven its capacity for growth and
deliberate investment in strategies that have consistently provided
exceptional returns to investors. Pollen Street has continued to build
momentum, with assets under management increasing to £3.2 billion at 30 June
2022 from £3.0 billion at 31 December 2021. Completion of the Combination
means that the Combined Group now has the capacity to expand existing
strategies, and to build out new strategies to drive growth. With Honeycomb's
capital and Pollen Street's expertise, the Combined Group will provide
outstanding returns for existing Shareholders and present an exceptional
opportunity for prospective investors."
Honeycomb further confirms that 29,472,663 ordinary shares (the "Consideration
Shares") have been admitted to the Official List of the Financial Conduct
Authority and to trading on the London Stock Exchange's main market for listed
securities ("Admission") at 08.00am today under the ticker 'HONY', and will be
issued to the Pollen Street Shareholders (as more fully described in the
prospectus published on 26 September 2022 (the "Prospectus")) later today. The
ISIN number is GB00BYZV3G25 and the SEDOL is BYZV3G2.
As more fully described in the circular published in connection with the
Combination on 10 May 2022 (the "Combination Circular"), Honeycomb intends to
put forward a proposal to Shareholders for the establishment of a new class of
8 per cent. cumulative preference shares following Completion. These shares
would have recourse to the capital and income deriving from a representative
portfolio of Credit Assets (comprising a representative proportion of the
Portfolio) with a net asset value of up to £50 million. Honeycomb will
provide further detail on this proposal in due course.
With effect from Completion, each of Lindsey McMurray and Julian Dale have
been appointed to the Board of Honeycomb as Chief Executive Officer and Chief
Financial Officer respectively, as detailed in the Combination Circular and
Prospectus. The relevant information in respect of Lindsey McMurray and Julian
Dale for the purposes of Listing Rule 9.6.13R is set out in the Prospectus.
There are no other matters in respect of Lindsey McMurray and Julian Dale
requiring disclosure under Listing Rule 9.6.13R.
Honeycomb has, in addition to the above, also completed the extension and
upsize of its debt facilities to provide long term debt visibility and a lower
blended margin, as previously indicated.
Immediately following Admission, Honeycomb has 68,922,582 ordinary shares of
£0.01 each in issue of which 4,712,985 ordinary shares are currently held by
Honeycomb as treasury shares, and therefore the total voting rights are
64,209,597. This figure may be used by Shareholders as the denominator for the
calculations by which they may determine whether or not they are required to
notify their interest in, or a change in their interest in, the share capital
of Honeycomb under the FCA's Disclosure and Transparency Rules.
Terms defined in the Prospectus shall have the same meaning in this
announcement.
Enquiries:
Cenkos - Financial Adviser, Sponsor and Joint Broker to Honeycomb
Tunga Chigovanyika
Daniel Balabanoff
Justin Zawoda Martin
+44 20 7397 8900
BofA Securities - Financial Adviser to Honeycomb
Geoff Iles
Oliver Elias
Charles Pitt Ford
+44 20 7628
1000
Liberum - Joint Broker
Chris Clarke
+44 20 3100 2000
FGS Global - Communications Adviser
Chris Sibbald
+44 20 7251 3801
About Honeycomb
Honeycomb is a UK-listed closed ended investment trust dedicated to providing
investors with access to asset backed lending opportunities, with potential to
generate high income returns, together with strong capital preservation.
About Pollen Street
Pollen Street was founded in 2013 and is an independent, alternative
investment management company dedicated to investing in the financial and
business services sectors. Pollen Street has extensive experience investing in
both credit and private equity strategies and has a strong and consistent
track record of delivering top tier returns. A wholly owned subsidiary of
Pollen Street serves as Honeycomb's investment manager.
Additional information
Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA
in the United Kingdom, is acting as financial adviser exclusively for
Honeycomb and for no one else and will not be responsible to anyone other than
Honeycomb for providing the protections afforded to its clients or for
providing advice in relation to the matters referred to in this announcement.
Neither BofA Securities, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of BofA Securities in connection with this announcement, the
Prospectus, or any statement contained herein or otherwise.
Cenkos Securities plc ("Cenkos"), which is authorised and regulated by the FCA
in the United Kingdom, is acting exclusively as financial adviser and sponsor
for Honeycomb and for no one else in connection with the Combination and
Admission and will not be responsible to anyone other than Honeycomb for
providing the protections afforded to its clients or for providing advice in
relation to the matters referred to in this announcement or any other
arrangement referred to, or information contained in, the Prospectus. Neither
Cenkos, nor any of its affiliates, owes or accepts any duty, liability or
responsibility whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client of Cenkos
in connection with this announcement, the Prospectus, or any statement
contained herein or otherwise.
Liberum Capital Limited ("Liberum") is authorised and regulated in the United
Kingdom by the FCA and is acting exclusively for Honeycomb and no-one else in
connection with the proposed Combination and will not be responsible to anyone
other than the Honeycomb for providing the protections afforded to the clients
of Liberum, as applicable, or for affording advice in relation to the contents
of the announcement, the Prospectus, or any matters referred to therein.
Nothing in this paragraph shall serve to exclude or limit any responsibilities
Liberum may have under the Financial Services and Markets Act 2000 or the
regulatory regime established thereunder.
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