Results of Court Meeting and General Meeting

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 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: [phone]

Liberum Capital Limited - Sponsor

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

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.

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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