TIDMHONY
RNS Number : 3220B
Honeycomb Investment Trust PLC
30 September 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 IS AN ANNOUNCEMENT AND 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
30 September 2022
Honeycomb Investment Trust plc ("Honeycomb")
Completion of the Combination with Pollen Street
Honeycomb is pleased to announce that the all share combination
between Honeycomb and Pollen Street Capital Holdings Limited
("Pollen Street"), as announced by Honeycomb on 15 February 2022
has successfully completed ("Completion").
Commenting on Completion, Chairman Robert Sharpe said:
"I am delighted to share that the Combination of Honeycomb and
Pollen Street has completed having been strongly supported by
Shareholders. Since we announced the initial agreement in February,
the rationale for the Combination has only been reinforced, as
we've seen Pollen Street grow and deliver returns in the face of
uncertain market conditions. Completion of the Combination allows
us to accelerate that growth and unlock significant value for
Shareholders through a compelling model of income and growth."
Commenting on Completion, Chief Executive Officer Lindsey
McMurray said:
"For nearly 10 years, Pollen Street has proven its capacity for
growth and deliberate investment in strategies that have
consistently provided exceptional returns to investors. Pollen
Street has continued to build momentum, with assets under
management increasing to GBP3.2 billion at 30 June 2022 from GBP3.0
billion at 31 December 2021. Completion of the Combination means
that the Combined Group now has the capacity to expand existing
strategies, and to build out new strategies to drive growth. With
Honeycomb's capital and Pollen Street's expertise, the Combined
Group will provide outstanding returns for existing Shareholders
and present an exceptional opportunity for prospective
investors."
Honeycomb further confirms that 29,472,663 ordinary shares (the
"Consideration Shares") have been admitted to the Official List of
the Financial Conduct Authority and to trading on the London Stock
Exchange's main market for listed securities ("Admission") at
08.00am today under the ticker 'HONY', and will be issued to the
Pollen Street Shareholders (as more fully described in the
prospectus published on 26 September 2022 (the "Prospectus")) later
today. The ISIN number is GB00BYZV3G25 and the SEDOL is
BYZV3G2.
As more fully described in the circular published in connection
with the Combination on 10 May 2022 (the "Combination Circular"),
Honeycomb intends to put forward a proposal to Shareholders for the
establishment of a new class of 8 per cent. cumulative preference
shares following Completion. These shares would have recourse to
the capital and income deriving from a representative portfolio of
Credit Assets (comprising a representative proportion of the
Portfolio) with a net asset value of up to GBP50 million. Honeycomb
will provide further detail on this proposal in due course.
With effect from Completion, each of Lindsey McMurray and Julian
Dale have been appointed to the Board of Honeycomb as Chief
Executive Officer and Chief Financial Officer respectively, as
detailed in the Combination Circular and Prospectus. The relevant
information in respect of Lindsey McMurray and Julian Dale for the
purposes of Listing Rule 9.6.13R is set out in the Prospectus.
There are no other matters in respect of Lindsey McMurray and
Julian Dale requiring disclosure under Listing Rule 9.6.13R.
Honeycomb has, in addition to the above, also completed the
extension and upsize of its debt facilities to provide long term
debt visibility and a lower blended margin, as previously
indicated.
Immediately following Admission, Honeycomb has 68,922,582
ordinary shares of GBP0.01 each in issue of which 4,712,985
ordinary shares are currently held by Honeycomb as treasury shares,
and therefore the total voting rights are 64,209,597. This figure
may be used by Shareholders as the denominator for the calculations
by which they may determine whether or not they are required to
notify their interest in, or a change in their interest in, the
share capital of Honeycomb under the FCA's Disclosure and
Transparency Rules.
Terms defined in the Prospectus shall have the same meaning in
this announcement.
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
Geoff Iles
Oliver Elias
Charles Pitt Ford
+44 20 7628 1000
Liberum - Joint Broker
Chris Clarke
+44 20 3100 2000
FGS Global - Communications Adviser
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
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 Prospectus, or any statement contained
herein or otherwise.
Cenkos Securities plc ("Cenkos"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively
as financial adviser and sponsor for Honeycomb and for no one else
in connection with the Combination and Admission 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 or any
other arrangement referred to, or information contained in, the
Prospectus. 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 Prospectus, 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 Prospectus, 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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