REG - Pollen Street PLC - HIGH COURT APPROVES SCHEME OF ARRANGEMENT

Pollen StreetAnnouncement

22/01/2024 18:30

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RNS Number : 5249A  Pollen Street PLC  22 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

22 January 2024

Pollen Street Plc ("Pollen Street")

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") and New Holdco's admission to
the premium listing segment of the Official List and to trading on the main
market of the London Stock Exchange

HIGH COURT APPROVES SCHEME OF ARRANGEMENT

Pollen Street is pleased to announce that the Court sanctioned the Scheme at a
hearing today. The Scheme will become effective upon delivery of the Court
Order to the Registrar of Companies, which is expected to take place on 24
January 2024 (the "Scheme Effective Date") and will result in New Holdco
becoming the new holding company of Pollen Street and its subsidiaries.

The Scheme is between Pollen Street and its shareholders and involves the
cancellation of the Pollen Street ordinary shares held by its shareholders at
6.00 p.m. on the business day preceding the Scheme Effective Date (the
"Existing Holdco Ordinary Shares") in exchange for the same number of ordinary
shares in New Holdco (the "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.

The last day of dealings in, and for registration of transfers of, the
Existing Holdco Ordinary Shares will be 23 January 2024. No transfers of
Existing Holdco Ordinary Shares will be registered after 6.00 p.m. on 23
January 2024.

On the Scheme Effective Date, the shareholders on Pollen Street's register of
members at 6.00 p.m. on 23 January 2024 will receive one New Scheme Ordinary
Share for each Existing Holdco Ordinary Share held.

It is expected that the New Scheme Ordinary Shares will be admitted to the
premium listing segment of the Official List and to trading on the London
Stock Exchange's main market for listed securities at 8.00 a.m. on 24 January
2024. The listing of Existing Holdco Ordinary Shares on the Official List of
the Financial Conduct Authority is expected to be cancelled at 8.00 a.m. on 24
January 2024.

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

 

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 Pollen Street

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.

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