TIDMPOLN
RNS Number : 6831A
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
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
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 GBP 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 GBP0.01 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: 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
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 GBP0.01 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 11,582,090
N/A 221,281
N/A 2,713
N/A 3,721,422
N/A 3,666,569
N/A 2,700,501
N/A 1,060,547
N/A 756,246
N/A 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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Pollen Street (LSE:POLN)
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