REG - Pollen Street PLC - Publication of Prospectus and Dividend Timetable

Pollen StreetAnnouncement

27/11/2023 16:45

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231127:nRSa8102Ua&default-theme=true

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
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

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 and the Prospectus                           27 November 2023
 Proposed declaration of Fourth Interim Dividend                               11 January 2024

 Proposed record date of Fourth Interim Dividend                               19 January 2024
 Court Hearing to sanction the Scheme                                          22 January 2024
 Last day of dealings in the Old Ordinary Shares                               23 January 2024
 Scheme Record Time                                                            6:00 p.m. on 23 January 2024
 Scheme Effective Date                                                         24 January 2024
 Delisting of the Old Ordinary Shares, Admission and commencement of dealings  By 8:00 a.m. on 24 January 2024
 in New Pollen Street Ordinary Shares on the London Stock Exchange
 Proposed payment date of Fourth Interim Dividend                              1 March 2024

 ISIN for the Old Ordinary Shares                                              GB00BYZV3G25
 SEDOL for the Old Ordinary Shares                                             BYZV3G2
 ISIN for the New Pollen Street Ordinary Shares                                GG00BMHG0H12
 SEDOL for the New Pollen Street Ordinary Shares                               BMHG0H1

 

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
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The Prospectus will
also be available on Pollen Street's website at
www.pollenstreetgroup.com/shareholders
(http://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 (http://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.

 

 

 

 

 

 

 

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  PDIQDLFLXFLXFBZ