Publication of Prospectus and Dividend Timetable
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 Proposed record date of Fourth Interim Dividend |
11 January 2024 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 in New Pollen Street Ordinary Shares on the London Stock Exchange |
By 8:00 a.m. on 24 January 2024 |
|
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. 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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