ADMISSION & LISTING OF THE NEW SCHEME ORD SHARES

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: [e-mail] / [phone]

Liberum Capital Limited - Sponsor

Chris Clarke / Edward Mansfield / Anake Singh: [phone]

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 N/A N/A N/A N/A N/A N/A N/A N/A 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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