TIDMPOLN
RNS Number : 8316P
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 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
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 % of Scheme Shares Number of Scheme
Meeting voted* 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 Total % of Total % of votes Total % of Votes
Resolutions votes votes votes AGAINST** votes issued withheld
FOR FOR** AGAINST cast share
capital**
To approve
the Scheme
and matters
in connection
with the
1 Scheme 52,330,013 94.52% 3,034,610 5.48% 55,364,623 86.22% 2,350,314
---------------- ----------- ------- ---------- ----------- ----------- ----------- ----------
To approve
amendments
to the
Articles
of Association
in relation
to the
2 Scheme 52,330,013 94.52% 3,034,610 5.48% 55,364,623 86.22% 2,350,314
---------------- ----------- ------- ---------- ----------- ----------- ----------- ----------
To approve
cancellation
of the
Company's
share premium
3 reserve 52,330,013 94.52% 3,034,610 5.48% 55,364,623 86.22% 2,350,314
---------------- ----------- ------- ---------- ----------- ----------- ----------- ----------
To approve
the change
of listing
category
of the
group's
holding
4 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: +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 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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END
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