TIDMHONY
RNS Number : 6321N
Honeycomb Investment Trust PLC
01 June 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 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
1 June 2022
Honeycomb Investment Trust plc ("Honeycomb")
Results of General Meeting
Further to the circular published by Honeycomb on 10 May 2022
(the "Circular") and made available on Honeycomb's website at
www.honeycombplc.com , Honeycomb is pleased to announce that, at
the General Meeting held today to approve the proposed combination
with Pollen Street Capital Holdings Limited ("Pollen Street") (the
"Combination"), all resolutions proposed and set out in the Notice
of General Meeting in connection with the approval and resultant
implementation of the Combination were voted on by a poll and duly
approved by a strong majority of Shareholders.
The total number of votes received on each resolution put to the
General Meeting was as follows:
No. Resolution For Against Votes Withheld
Votes % Votes %
----------- ------ ---------- ------
To approve the Combination
on the terms set out in
the Share Purchase Agreement
and to grant the Honeycomb
Directors the authority
to take such steps as
are necessary or appropriate
1. to implement the Combination. 26,463,342 85.31 4,557,297 14.69 63,355
--------------------------------- ----------- ------ ---------- ------ ---------------
To permit the Board to
issue the Consideration
Shares to the Pollen Street
Shareholders in connection
2. with the Combination. 26,463,092 85.31 4,557,547 14.69 63,355
--------------------------------- ----------- ------ ---------- ------ ---------------
To approve the Combined
Group Investment Policy,
the New Remuneration Policy,
3. the LTIP and the DBP. 23,374,180 82.41 4,987,730 17.59 2,722,084
--------------------------------- ----------- ------ ---------- ------ ---------------
To approve the increase
to the Directors' Fee
4. Cap 21,548,920 82.87 4,452,824 17.13 5,082,250
--------------------------------- ----------- ------ ---------- ------ ---------------
To approve the waiver
of any requirement under
Rule 9 of the Takeover
Code for the Concert Parties
to make a general offer
to Shareholders for the
Honeycomb Shares as a
result of: (a) the issue
of Consideration Shares
to the Concert Parties;
and (b) the carrying out
of any share buyback by
Honeycomb pursuant to
5. the Existing Buyback Authority. 20,760,626 80.10 5,158,250 19.90 4,340,980
--------------------------------- ----------- ------ ---------- ------ ---------------
To approve the Related
6. Party Transactions. 21,361,404 82.42 4,557,472 17.58 4,340,980
--------------------------------- ----------- ------ ---------- ------ ---------------
The number of Honeycomb Shares in issue as at the Voting Record
Time of 6.30 p.m. (London time) on 30 May 2022 was 39,449,919.
Honeycomb holds 4,487,485 shares in treasury. Therefore, the total
number of voting rights in Honeycomb at the Voting Record Time was
34,962,434.
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 .
Capitalised terms used in this announcement but not otherwise
defined shall have the meaning given to them in the Circular.
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
Arif Vohra
Geoff Iles
Oliver Elias
+44 20 7628 1000
Liberum - Joint Broker
Chris Clarke
+44 20 3100 2000
Finsbury Glover Hering - Communications Adviser
Michael Turner
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
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as sponsor 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
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 Circular, or any statement contained herein or
otherwise.
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 Circular, 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 Circular, 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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END
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