TIDMPOLN
RNS Number : 8102U
Pollen Street PLC
27 November 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 RECOMMATION 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
27 November 2023
POLLEN STREET PLC
Proposed introduction of Pollen Street Group Limited ("New
Pollen Street") as a new holding company of Pollen Street plc
("Current Pollen Street") by means of a Scheme of Arrangement under
Part 26 of the Companies Act 2006 (the "Scheme") and New Pollen
Street's admission to the premium listing segment of the Official
List and to trading on the main market of the London Stock
Exchange
Publication of Prospectus
And
Dividend timetable
The Pollen Street group has today published a prospectus
relating to the application for admission of the New Pollen Street
Ordinary Shares (as defined below) 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") (the "Prospectus").
The Prospectus has been published in connection with the Scheme,
which is between Current Pollen Street and its shareholders and
involves the cancellation of shares in Current Pollen Street
currently held by its shareholders and admitted to the premium
listing segment for closed-ended investment funds of the Official
List (the "Old Ordinary Shares") in exchange for the same number of
shares in New Pollen Street (the "New Pollen Street Ordinary
Shares") for which application will be made to be admitted to the
premium listing segment for commercial companies of the Official
List. A circular in relation to the Scheme was published by Current
Pollen Street on 18 September 2023. The Scheme and Admission are
being undertaken on the grounds that the introduction of a new
commercial company through the implementation of the Scheme, with a
premium listing as a commercial company under Chapter 6 of the
Listing Rules, will allow the business to access investment from a
wider investor base, which in turn is expected to drive increased
liquidity.
The Scheme and Admission will result in a revised corporate
structure that more accurately reflects the day-to-day operations
of the Group.
Action to be taken by shareholders
Current Pollen Street urges its shareholders to read the
Prospectus carefully because it contains important information in
relation to the Scheme and Admission.
Dividend timetable
The Directors of Current Pollen Street intend to accelerate the
declaration of the interim dividend for the three-month period to
31 December 2023 (the "Fourth Interim Dividend") so that it is
declared on or around 11 January 2024 and paid on or around 1 March
2024 to shareholders on the register on or around 19 January 2024,
being a date ahead of completion of the Scheme and Admission. The
Fourth Interim Dividend will be the first dividend that will be
available to all shareholders following the Combination and also
the final dividend that Current Pollen Street will be able to
designate as an interest distribution to its shareholders in
accordance with the UK tax legislation applicable to the payment of
interest distributions by investment trusts.
Following Admission, the board of New Pollen Street intends to
move to a bi-annual dividend payment timetable, with dividends
declared following publication of New Pollen Street's half year
results to 30 June and full year results to 31 December.
Principal events
The expected timetable of principal events for the
implementation of the Scheme and Admission is set out below. All
references to time in this Announcement are to London time.
Principal Event Date and Time
Publication of this Announcement 27 November 2023
and the Prospectus
Proposed declaration of Fourth 11 January 2024
Interim Dividend
Proposed record date of Fourth 19 January 2024
Interim Dividend
Court Hearing to sanction the 22 January 2024
Scheme
Last day of dealings in the Old 23 January 2024
Ordinary Shares
Scheme Record Time 6:00 p.m. on 23 January
2024
Scheme Effective Date 24 January 2024
Delisting of the Old Ordinary By 8:00 a.m. on 24 January
Shares, Admission and commencement 2024
of dealings in New Pollen Street
Ordinary Shares on the London
Stock Exchange
Proposed payment date of Fourth 1 March 2024
Interim Dividend
ISIN for the Old Ordinary Shares GB00BYZV3G25
SEDOL for the Old Ordinary Shares BYZV3G2
ISIN for the New Pollen Street GG00BMHG0H12
Ordinary Shares
SEDOL for the New Pollen Street BMHG0H1
Ordinary Shares
Availability of Prospectus
A copy of the Prospectus has been submitted to the FCA's
National Storage Mechanism (the "NSM") and will be available for
inspection on the NSM's website at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism. The
Prospectus will also be available on Pollen Street's website at
www.pollenstreetgroup.com/shareholders.
Capitalised terms not otherwise defined in this Announcement
have the same meaning given to them in the Prospectus.
Enquiries:
For further information about this Announcement please
contact:
Pollen Street plc
Shareholder Relations: shareholders@pollencap.com / +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
Current 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 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 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.
Cautionary Note Regarding Forward-Looking Statements
Certain statements in this Announcement relate to the future,
including forward-looking statements relating to the Group'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 the Group's
results of operations or financial condition, or provide other
forward-looking statements.
Other than as required by law, neither New Pollen Street nor
Current Pollen Street, nor any of their 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
the directors of Current Pollen Street or the Board and/or
Directors reflect the present intentions of the board and/or
directors of Current Pollen Street or 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 of Current Pollen
Street or New Pollen Street alters, or as circumstances require.
Except as required by law, Current Pollen Street and New Pollen
Street disclaim 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), the Group will update or
revise the information in this Announcement. Otherwise, Current
Pollen Street and New Pollen Street expressly disclaim 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 Current 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 Current 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.
Current Pollen Street and New Pollen Street have prepared the
Prospectus and have made available the Prospectus containing
information on the New Pollen Street Ordinary Shares. Current
Pollen Street urges its shareholders to read the Prospectus
carefully, because it contains important information in relation to
the Scheme and the Admission.
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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END
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