REG - Pollen Street PLC - Circ re. New HoldCo and change of listing category

Pollen StreetAnnouncement

18/09/2023 14:45

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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
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

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
(http://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 Proxy / CREST / Electronic proxy  10:30 a.m. on 9 October 2023
 instructions for the Court Meeting
 Latest time for receipt of Forms of Proxy / CREST / Electronic proxy  10:45 a.m. on 9 October 2023
 instructions 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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The Circular will
also be available on Pollen Street's website at
www.pollenstreetgroup.com/shareholders
(http://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 (http://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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