TIDMHONY
RNS Number : 6775A
Honeycomb Investment Trust PLC
26 September 2022
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
26 September 2022
Honeycomb Investment Trust plc ("Honeycomb")
Publication of Prospectus
Honeycomb is pleased to confirm that the Financial Conduct
Authority (the "FCA") has today approved Honeycomb's prospectus
(the "Prospectus") in relation to the proposed combination of
Honeycomb with Pollen Street Capital Holdings Limited, as announced
by Honeycomb on 15 February 2022 (the "Combination"). The
Prospectus contains further information on the Combination and the
application for admission of the Consideration Shares to the
premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the London
Stock Exchange.
As part of the Combination, 29,472,663 Consideration Shares will
be issued to the Pollen Street Shareholders. An application has
been made for the admission of the Consideration Shares to the
premium listing segment of the Official List of the FCA and to
trading on the main market for listed securities of the London
Stock Exchange ("Admission").
Admission is expected to occur at 08.00am on 30 September 2022.
The remaining conditions to Completion under the SPA will be
satisfied once Admission has been approved by each of the FCA and
the London Stock Exchange. Honeycomb subsequently anticipates that
Completion will also occur on 30 September 2022.
Immediately following Admission, Honeycomb will have 68,922,582
ordinary shares of GBP0.01 each in issue of which 4,712,985
ordinary shares are currently held by Honeycomb as treasury shares,
and therefore the total voting rights will be 64,209,597. This
figure may be used by Shareholders as the denominator for the
calculations by which they may determine whether or not they are
required to notify their interest in, or a change in their interest
in, the share capital of Honeycomb under the FCA's Disclosure and
Transparency Rules.
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 Honeycomb's website at
https://www.honeycombplc.com/ .
Terms defined in the Prospectus shall have the same meaning in
this announcement.
Enquiries:
Cenkos - Financial Adviser, Sponsor and Joint Broker to
Honeycomb
Tunga Chigovanyika
Daniel Balabanoff
Justin Zawoda Martin
+44 20 7397 8900
BofA Securities - Financial Adviser to Honeycomb
Geoff Iles
Oliver Elias
Charles Pitt Ford
+44 20 7628 1000
Liberum - Joint Broker
Chris Clarke
+44 20 3100 2000
FGS Global - Communications Adviser
Chris Sibbald
+44 20 7251 3801
About Honeycomb
Honeycomb is a UK-listed closed ended investment trust dedicated
to providing investors with access to asset backed lending
opportunities, with potential to generate high income returns,
together with strong capital preservation.
About Pollen Street
Pollen Street was founded in 2013 and is an independent,
alternative investment management company dedicated to investing in
the financial and business services sectors. Pollen Street has
extensive experience investing in both credit and private equity
strategies and has a strong and consistent track record of
delivering top tier returns. A wholly owned subsidiary of Pollen
Street serves as Honeycomb's investment manager.
Additional information
Merrill Lynch International ("BofA Securities"), which is
authorised by the Prudential Regulation Authority ("PRA") and
regulated by the FCA and the PRA in the United Kingdom, is acting
as financial adviser exclusively for Honeycomb 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 BofA Securities, 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 BofA Securities in connection
with this announcement, the Prospectus, or any statement contained
herein or otherwise.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser and sponsor for Honeycomb and for no one else
in connection with the Combination and Admission 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 or any
other arrangement referred to, or information contained in, the
Prospectus. Neither Cenkos, 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 Cenkos in
connection with this announcement, the Prospectus, or any statement
contained herein or otherwise.
Liberum Capital Limited ("Liberum") is authorised and regulated
in the United Kingdom by the FCA and is acting exclusively for
Honeycomb and no-one else in connection with the proposed
Combination and will not be responsible to anyone other than the
Honeycomb for providing the protections afforded to the clients of
Liberum, as applicable, or for affording advice in relation to the
contents of the announcement, the Prospectus, or any matters
referred to therein. Nothing in this paragraph shall serve to
exclude or limit any responsibilities Liberum may have under the
Financial Services and Markets Act 2000 or the regulatory regime
established thereunder.
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