TIDMPSSL
RNS Number : 5408V
Pollen Street Secured Lending PLC
07 August 2020
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE AND THERE CAN
BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE, nor as to the
terms on which any offer will be made
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
7 August 2020
Pollen Street Secured Lending plc ("PSSL" or the "Company")
Update on investment manager selection process, possible cash
offer and merger proposal
Investment manager selection process
As announced on 25 February 2020, the Board of PSSL has served
12 months' notice on the Investment Manager (PSC Credit Holdings
LLP) to terminate the Investment Management Agreement. The Board
has progressed discussions with a number of well-qualified
potential replacement investment managers and expects to make an
announcement regarding the preferred successor very shortly, on
terms which are expected to provide significantly lower management
and performance fees for PSSL.
Possible cash offer by Waterfall Asset Management, LLC
("Waterfall")
The Board continues to seek to progress the possible cash offer
from Waterfall and continues to believe that it would be in the
best interests of shareholders to bring it to the point where it
can be formally considered. Shareholders are reminded that in
accordance with Rule 2.4(c) of the City Code on Takeovers and
Mergers (the "Code"), Waterfall is required, pursuant to Rule
2.6(a) of the Code, by 5:00 p.m. on 11 August 2020 (the "relevant
deadline"), to either (i) announce a firm intention to make an
offer for PSSL in accordance with Rule 2.7 of the Code or (ii)
announce that it does not intend to make an offer for PSSL. A
further announcement will therefore be made by 5.00 p.m. on Tuesday
11 August 2020.
Merger proposal by Honeycomb Investment Trust plc ("HIT")
The Board of PSSL notes the announcement released yesterday
evening by HIT regarding a possible merger. This announcement
constitutes the fourth proposal received from HIT in recent weeks
and the Board notes that it differs from the most recent written
proposal which it received on 29 July 2020 and was in the process
of considering.
The Board continues to believe that a recommendable cash offer
from Waterfall would represent the best outcome for shareholders
and it does not believe the latest proposal from HIT, which equates
to a see-through price of 711.8 pence per PSSL ordinary share
(representing a discount of 5.1 per cent to the closing mid-market
price of 750 pence per PSSL ordinary share on 6 August 2020 and of
25 per cent to PSSL's published NAV per share (cum income) of
948.5p on 30 June 2020), compares favourably in value terms.
Accordingly it also does not believe that the latest HIT proposal
is likely to command sufficient support from PSSL shareholders.
The Board further notes that the previous proposals received
from HIT included specific information in relation to the proposed
structure of the transaction and the price and quantum of a partial
cash alternative which were not included in HIT's announcement.
Over the course of three written proposals made to PSSL in recent
weeks, HIT had improved the partial cash alternative but not to a
level at which the Board believes the overall proposal either
compared favourably with the proposal received from Waterfall or
was likely to command sufficient support from PSSL
shareholders.
The Board notes that PSSL's investment manager (PSC Credit
Holdings LLP) and HIT's investment manager (Pollen Street Capital
Limited) are both part of the Pollen Street Capital group.
Potential change of investment policy
As previously announced, in the event that a recommended offer
is not completed, the Board is likely to recommend a change of
investment policy to provide for an orderly run-off of the
Company's portfolio and return of capital to shareholders. Any
change to the Company's investment policy will be subject to
shareholder approval.
Simon King, Chairman of PSSL, commented:
"The Board is seeking to manage a complex situation in the best
interests of shareholders and wishes to provide as much information
and transparency as possible during this process.
The Board continues to believe that a recommendable cash offer
from Waterfall would represent the best outcome for shareholders
and it does not believe the current approach from HIT compares
favourably in value terms.
Putting in place a well-qualified new investment manager at a
reduced cost level will also leave the Company well positioned to
effect an orderly run-off, which we believe will optimise value for
shareholders if an offer for the Company is not completed."
This announcement has been made without the consent of HIT.
In accordance with Rule 26.1 of the Code, a copy of this
announcement will be available on PSSL's website (
www.pollenstreetsecuredlending.com/investor-announcements ).
The Company remains in an "Offer Period" as defined in the Code.
Accordingly, the dealing disclosure requirements listed below will
apply.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulation (EU) No.596/2014. Upon the publication
of this announcement via a Regulatory Information Service, this
inside information is now considered to be in the public
domain.
Brunswick Group LLP (communications adviser
to PSSL)
Nick Cosgrove / Pip Green +44 (0)20 7404 5959
Smith Square Partners LLP (financial adviser
to PSSL)
Ben Mingay / John Craven +44 (0)20 3696 7260
Liberum Capital Limited (corporate broker
to PSSL)
Gillian Martin / Cameron Duncan / Owen Matthews +44 ( 0)20 3100 2000
Disclaimer
Smith Square Partners LLP, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for PSSL and for no one else in connection with the
possible offer and will not be responsible to anyone other than
PSSL for providing the protections afforded to its clients or for
providing advice in connection with the possible offer referred to
in this announcement.
Liberum Capital Limited, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for PSSL and for no one else in connection with the
possible offer and will not be responsible to anyone other than
PSSL for providing the protections afforded to its clients or for
providing advice in connection with the possible offer referred to
in this announcement.
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1% or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a
Dealing Disclosure if the person deals in any relevant securities
of the offeree company or of any securities exchange offeror. A
Dealing Disclosure must contain details of the dealing concerned
and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree
company and (ii) any securities exchange offeror(s), save to the
extent that these details have previously been disclosed under Rule
8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies
must be made by no later than 3.30 pm (London time) on the business
day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Takeover Panel's website at www.thetakeoverpanel.org.uk,
including details of the number of relevant securities in issue,
when the offer period commenced and when any offeror was first
identified. You should contact the Panel's Market Surveillance Unit
on +44 (0)20 7638 0129 if you are in any doubt as to whether you
are required to make an Opening Position Disclosure or a Dealing
Disclosure.
Rule 2.9 disclosure
In accordance with Rule 2.9 of the Code, PSSL confirms that as
at the close of business on 6 August 2020 its issued share capital
consisted of 73,756,856 ordinary shares of GBP0.01 each (excluding
shares held in treasury). The International Securities
Identification Number for PSSL's ordinary shares is
GB00BLP57Y95.
LEI number
PSSL's LEI number is 213800P4S1KTTPIB9T76.
Publication of this announcement
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on the Company's website no later than 12 noon on 10
August 2020
(www.pollenstreetsecuredlending.com/investor-announcements).
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
Appendix: sources and bases
Closing mid-market price per HIT share on 6 August 2020: 762.5
pence (Fidessa)
Closing mid-market price per PSSL share on 6 August 2020: 750
pence (Fidessa)
PSSL reported NAV per share (cum income) on 30 June 2020: 948.5
pence (RNS announcement 4 August 2020)
Calculation of HIT proposal see-through price of 711.8 pence per
PSSL ordinary share: 0.9335 exchange ratio as set out in HIT RNS
announcement dated 6 August 2020 * 762.5 pence closing mid-market
price per HIT share on 6 August 2020
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 or visit www.rns.com.
END
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