REG - Pollen Street PLC - Results of Court Meeting and General Meeting

Pollen StreetAnnouncement

11/10/2023 16:15

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RNS Number : 8316P  Pollen Street PLC   11 October 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

11 October 2023

Pollen Street Plc ("Pollen Street")

Results of Court meeting and General Meeting

Further to the circular published by Pollen Street on 18 September 2023 (the
"Circular") and made available on Pollen Street's website at
www.pollenstreetgroup.com/shareholders
(http://www.pollenstreetgroup.com/shareholders) in connection with: (i) the
proposed scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme"); (ii) the proposed change of listing category resulting in
Shareholders receiving premium segment (commercial company) shares in New
Holdco; and (iii) the proposed reduction of the share premium reserve of
Pollen Street,  Pollen Street is pleased to announce that, at the Court
Meeting and General Meeting, the Scheme was approved by Shareholders and all
resolutions proposed at the General Meeting were duly passed by Shareholders.

Pollen Street intends to publish a prospectus in Q4 2023 for the purposes of
and in connection with admission of the New Scheme Shares, with admission
expected to occur in early 2024.

Capitalised terms used in this announcement but not otherwise defined shall
have the meaning given to them in the Circular.

Voting results of the Court Meeting

The resolution to approve the Scheme was passed by a majority in number of
Scheme Shareholders who voted, representing not less than 75 per cent. in
value of the Scheme Shares held by those Scheme Shareholders. The total number
of Scheme Shares voted as a percentage of the Scheme Shares eligible to be
voted at the Court Meeting was 85.67%.

The table below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder was entitled to one vote per Scheme Share held at the
Voting Record Time:

 Result of Court Meeting   % of Scheme Shares voted*  Number of Scheme Shares voted
 Votes FOR the Scheme      94.52%                     51,996,160
 Votes AGAINST the Scheme  5.48%                      3,014,083
 Total                     100%                       55,010,243

 

*Rounded to two decimal places.

Voting results of the General Meeting

All four of the resolutions as set out in the notice of the General Meeting
included with the Circular were passed by the requisite majority of
shareholders by way of poll. These resolutions comprised special resolutions
to approve and implement the Scheme (including, without limitation, the
amendment of Pollen Street's articles of association to facilitate the
implementation of the Scheme and the authorising of the directors of Pollen
Street to take all required actions in connection with the Scheme) and to
approve certain other matters separate from, but related to, the Scheme.

The table below sets out the results of the poll at the General Meeting. Each
Shareholder was entitled to one vote per Existing Holdco Share held at the
Voting Record Time.

 Special Resolutions                                                                         Total votes FOR  % of votes FOR**  Total votes AGAINST  % of votes AGAINST**  Total votes cast  % of issued share capital**  Votes withheld
 1           To approve the Scheme and matters in connection with the Scheme                 52,330,013       94.52%            3,034,610            5.48%                 55,364,623        86.22%                       2,350,314
 2           To approve amendments to the Articles of Association in relation to the Scheme  52,330,013       94.52%            3,034,610            5.48%                 55,364,623        86.22%                       2,350,314
 3           To approve cancellation of the Company's share premium reserve                  52,330,013       94.52%            3,034,610            5.48%                 55,364,623        86.22%                       2,350,314
 4           To approve the change of listing category of the group's holding company        52,330,013       94.52%            3,034,610            5.48%                 55,364,623        86.22%                       2,350,314

 

**Rounded to two decimal places.

Notes:

1.    The 'For' votes include those giving the Chairman or appointed proxy
discretion.

2.    The 'Vote withheld' option was provided to enable shareholders to
refrain from voting on any particular resolution. A vote withheld is not a
vote in law and has not been counted in the calculation of the proportion of
the vote 'FOR' and 'AGAINST' a resolution.

3.    The number of Pollen Street shares in issue as at the Voting Record
Time of 6.00 p.m. (London time) on 9 October 2023 was 68,922,582. Pollen
Street holds 4,712,985 shares in treasury. Therefore, the total number of
voting rights in Pollen Street at the Voting Record Time was 64,209,597.

4.    In accordance with Listing Rules 9.6.2R and 9.6.3R, the full text of
the resolutions passed at the General Meeting will be submitted to the
National Storage Mechanism and will be available for inspection in due course
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

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 / Anake Singh: +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) .

Liberum Capital Limited ("Liberum"), which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively as sponsor for Pollen Street
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 Liberum,
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 Liberum
in connection with this announcement, the Circular, or any statement contained
herein or otherwise.

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 Circular 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 Circular, contain the full terms and conditions of the Scheme,
including details of how to vote in respect of the Scheme

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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