REG - Pollen Street Group - ADMISSION & LISTING OF THE NEW SCHEME ORD SHARES

Pollen StreetAnnouncement

24/01/2024 08:15

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RNS Number : 6831A  Pollen Street Group Ltd  24 January 2024

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 AND 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 RECOMMENDATION 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

24 January 2024

Pollen Street Plc ("Pollen Street")

Proposed introduction of Pollen Street Group Limited ("New Holdco") as a new
holding company of Pollen Street by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006 (the "Scheme") and New Holdco's admission to
the premium listing segment for commercial companies of the Official List and
to trading on the main market for listed securities of the London Stock
Exchange

ADMISSION AND LISTING OF THE NEW SCHEME ORDINARY SHARES

Pollen Street and New Holdco are pleased to announce that the Scheme became
effective on 24 January 2024 (the "Scheme Effective Date").

The Scheme is between Pollen Street and its shareholders and involves the
cancellation of the ordinary shares held by Pollen Street shareholders at 6.00
p.m. on 23 January 2024 (the "Existing Holdco Ordinary Shares") in exchange
for the same number of shares in New Holdco (the "New Scheme Ordinary
Shares"). The rights attaching to the New Scheme Ordinary Shares are
substantively the same as the rights attaching to the Existing Holdco Ordinary
Shares at the Scheme Effective Date.

Pursuant to the Scheme, 64,209,597 Existing Holdco Ordinary Shares were
cancelled and extinguished and, on the Scheme Effective Date, the shareholders
on Pollen Street's register of members at 6.00 p.m. on 23 January 2024
received one New Scheme Ordinary Share for each Existing Holdco Ordinary Share
held at that time.

New Holdco also announces that its entire issued share capital of 64,209,597
New Scheme Ordinary Shares of £0.01 each have been admitted to the premium
listing segment for commercial companies of the Official List and to trading
on the London Stock Exchange's main market for listed securities today. The
commencement of dealings in New Scheme Ordinary Shares took place at 8.00 a.m.
today. The Existing Holdco Ordinary Shares have ceased to be listed on the
Official List and their admission to trading on the main market of the London
Stock Exchange has been cancelled.

In accordance with the Financial Conduct Authority's Disclosure Guidance and
Transparency Rule 5.6.1R, New Holdco hereby notifies the market that, with
effect from the commencement of dealings, New Holdco's issued share capital as
at today consisted of 64,209,597 ordinary shares of £0.01 each. New Holdco
does not hold any shares in treasury. Therefore, the total number of voting
rights in New Holdco is 64,209,597. This figure may be used by shareholders as
the denominator for the calculations by which they will determine if they are
required to notify their interest in, or a change to their interest in, New
Holdco under the Financial Conduct Authority's Disclosure Guidance and
Transparency Rules.

All references to times in this Announcement are to London time, unless
otherwise stated.

Enquiries:

For further information about this announcement please contact:

 

Pollen Street / New Holdco

 

Shareholder Relations: shareholders@pollencap.com / +44 (0)20 3728 6750

 

Liberum Capital Limited - Sponsor

 

Chris Clarke / Edward Mansfield / Anake Singh: +44 (0)20 3100 2000

About the Pollen Street Group

Pollen Street 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.

The Pollen Street group 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 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.

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.

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 New Scheme Ordinary Shares or
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.

Other

The International Securities Identification Number for the Existing Holdco
Ordinary Shares is GB00BYZV3G25.

The International Securities Identification Number for the New Scheme Ordinary
Shares is GG00BMHG0H12.

New Holdco's ticker symbol is POLN (adopting the ticker symbol previously
ascribed to Pollen Street).

 

Pursuant to the notification obligations in accordance with Article 19 of the
Market Abuse Regulation (MAR)

 1.  Details of PDMR / person closely associated with them ('PCA')
 a)  Name                                     Lindsey McMurray
                                              Julian Dale
                                              Joanne Lake
                                              Matthew Potter
                                              Michael England
                                              Ian Gascoigne
                                              Howard Garland
                                              James Scott
                                              Christopher Palmer
 2.  Details of PDMR / person closely associated with them ('PCA')
 a)  Position / status                        CEO
                                              CFO
                                              Non-Executive Director
                                              Partner
                                              Partner
                                              Partner
                                              Partner
                                              Partner
                                              General Counsel
 b)  Initial notification / amendment         Initial notification
 3.  Details of the issuer, emission allowance market participant, auction
     platform, auctioneer or auction monitor
 a)  Name                                                                Pollen Street Group Limited
 b)  LEI                                                                 894500LP94M98N8CY487
 4.  Details of the transaction(s): section to be repeated for (i) each type of
     instrument;

(ii) each type of transaction; (iii) each date; and (iv) each place where
     transactions have been conducted
 c)  Description of the financial instrument  Ordinary shares of £0.01 each

 ISIN: GG00BMHG0H12
 d)  Nature of the transaction                Exchange of shares into Topco
 e)  Price(s) and volume(s)                   Price(s)  Volume(s)
                                              N/A       11,582,090
                                              N/A       221,281
                                              N/A       2,713
                                              N/A       3,721,422
                                              N/A       3,666,569
                                              N/A       2,700,501
                                              N/A       1,060,547
                                              N/A       756,246
                                              N/A       295,041

11,582,090
                                              221,281
                                              2,713
                                              3,721,422
                                              3,666,569
                                              2,700,501
                                              1,060,547
                                              756,246
                                              295,041
 f)  Aggregated information

     Aggregated volume                         N/A

     Price
 g)  Date of the transaction                  24 January 2024
 h)  Place of the transaction                 Off market transaction

2.

Details of PDMR / person closely associated with them ('PCA')

a)

Position / status

 CEO
 CFO
 Non-Executive Director
 Partner
 Partner
 Partner
 Partner
 Partner
 General Counsel

b)

Initial notification / amendment

Initial notification

3.

Details of the issuer, emission allowance market participant, auction
platform, auctioneer or auction monitor

a)

Name

Pollen Street Group Limited

b)

LEI

894500LP94M98N8CY487

4.

Details of the transaction(s): section to be repeated for (i) each type of
instrument;

(ii) each type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted

c)

Description of the financial instrument

Ordinary shares of £0.01 each

 ISIN: GG00BMHG0H12

d)

Nature of the transaction

Exchange of shares into Topco

e)

Price(s) and volume(s)

 Price(s)  Volume(s)
 N/A       11,582,090
 N/A       221,281
 N/A       2,713
 N/A       3,721,422
 N/A       3,666,569
 N/A       2,700,501
 N/A       1,060,547
 N/A       756,246
 N/A       295,041

 11,582,090
 221,281
 2,713
 3,721,422
 3,666,569
 2,700,501
 1,060,547
 756,246
 295,041

f)

Aggregated information

Aggregated volume

Price

 

 N/A

g)

Date of the transaction

24 January 2024

h)

Place of the transaction

Off market transaction

 

 

 

 

 

 

 

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