REG - Sancus Lending Group - Pollen Street Plc Facility & Exercise of Warrants

Sancus LendingAnnouncement

24/11/2022 07:00

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RNS Number : 4200H  Sancus Lending Group Limited  24 November 2022

24 November 2022

 

Sancus Lending Group Limited

(the "Group" or the "Company")

Pollen Street Plc Facility and Exercise of Warrants

 

The Board of the Company is pleased to confirm that it has now signed legal
agreements arranged by Pollen Street Plc ("Pollen Street") regarding the
Company's Facility Renegotiation (the "Agreed Terms"). As announced on 19
October 2022, the Group had reached in-principle agreement on an extension of
its existing funding facility arranged by Pollen Street (the "Facility"),
which had an existing capacity of £75m and was due to mature on 28 January
2024.

 

The Agreed Terms of the Facility Renegotiation will increase the capacity of
the Facility up to £125 million and see the term of the Facility extended
such that it will expire at least four years from the date of the Agreed
Terms, being not before 23 November 2026. The Facility Renegotiation will
provide significant additional funding capacity as the Company seeks to grow
its lending book.

 

As detailed in the Circular, approval by Ordinary and ZDP Shareholders of the
ZDP Continuation at the Meetings held on 7 November 2022 and finalisation of
Agreed Terms with Pollen Street crystalises Somerston's irrevocable commitment
to invest further capital into the Company by way of the exercise of existing
warrants over 94,294,869 Ordinary Shares (the "New Shares") for an aggregate
subscription price of £2,121,634.56 (the Conditional Warrant Exercise), and a
subsequent subscription for New Bonds (and associated Warrants) in an
aggregate principal amount of £2,425,000 (the Conditional Bond Issue).
Accordingly, the Company has received an exercise notice in respect of the
Conditional Warrant Exercise from Somerston Fintech (part of the Somerston
Group and holder of the existing warrants).

 

Following the Conditional Warrant Exercise, Somerston will hold 294,644,553
Ordinary Shares (representing 50.44 per cent of the Company's voting share
capital).  Rule 9 of the Takeover Code provides that where any person who,
together with persons acting in concert with that person, holds shares
carrying more than 50 per cent. of the voting rights of a company and acquires
an interest in shares which carry additional voting rights, that person will
not normally be required to make a Rule 9 Offer to the other shareholders to
acquire their shares. Therefore, following the Conditional Warrant Exercise,
Somerston and, for as long as they continue to be treated as acting in
concert, the Concert Party will be able to increase their aggregate holding in
the Company without incurring an obligation under Rule 9 to make a mandatory
offer to the other Shareholders.

 

Application will be made to the London Stock Exchange for admission of the
94,294,869 New Shares to trading on AIM, with dealings expected to commence on
30 November 2022 ("Admission"). Following Admission, the Company will have a
total of 584,138,346 ordinary shares of no par value in issue. The Company is
not holding any ordinary shares in treasury.  This figure of 584,138,346 may
be used by shareholders as the denominator for the calculations by which they
determine if they are required to notify their interest, or a change to their
interest, in the issued share capital of the Company.

 

A further update on the Conditional Bond Issue will be provided in due course.

 

Unless otherwise indicated, capitalised terms used in this announcement have
the same meaning as given to them in the Circular.

 

 

For further information, please contact:

 

Sancus Lending Group Limited

Rory Mepham

+44 (0)1481 708 280

 

Liberum Capital (Nominated Adviser and Corporate Broker)

Lauren Kettle

Chris Clarke

William King

+44 (0) 20 3100 2000

 

Instinctif Partners (PR Adviser)

Tim Linacre

Victoria Hayns

+44 (0)207 457 2020

 

Sanne Fund Services (Guernsey) Limited (Company Secretary)

Matt Falla

Joshua Shand

+44 (0)1481 755530

 

 

LEI: 213800S2XOO3YSEGCA26

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