HIGH COURT APPROVES SCHEME OF ARRANGEMENT

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: [e-mail] / [phone]

Liberum Capital Limited - Sponsor

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

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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