(Alliance News) - Pollen Street Secured Lending PLC on Thursday accused its investment manager of deliberately trying to scupper a takeover of the company.
Pollen Street Secured Lending, which invests in credit assets from non-bank lending platforms, last week said it was in talks over a possible 900 pence per share bid from Waterfall Asset Management LLC.
Shares were 2.1% lower on Thursday morning in London at 854.00p each.
On the same day, the investor said it had given a 12-month termination notice to investment manager PSC Credit Holdings LLP. Pollen Street said it had been unable to get all necessary information off PSC to pass to Waterfall.
Furthermore, Pollen Street believed there is "a position of conflict of interest" regarding the offer.
PSC later the same day said it was "deeply disappointed" by Pollen Street's decision to end their relationship. It said Waterfall's due diligence request was "unusually extensive" for a public takeover offer and was concerned over whether making such information available was in the interests of Pollen Street shareholders.
"The board believes the manager, PSC, is trying to ensure this bid will not proceed. In doing so it is playing games with the due diligence materials and painting a misleading picture of how matters are proceeding," said Pollen Street on Thursday.
"The bottom line is that we want to investigate this potential offer with Waterfall but after the best part of two months we currently cannot give them any meaningful due diligence materials."
Pollen Street confirmed a data room of 2,000 or so documents exists to look at. However, these documents are "heavily" redacted, many are historic and not relevant, and Pollen Street believes they relate to only a small part of its investment portfolio.
"In short, the data room is of no meaningful use whatsoever and a complete waste of time. As you may imagine we are pretty fed up with this," said Pollen Street.
Pollen Street also criticised the investment manager for releasing early "very sensitive" information regarding the company's dividend.
"We did not know about the announcement until after it was published. We had not as a board agreed to increase the dividend. It is completely misleading to say the board had by an agreed protocol consented to the release of this type of material information about its dividend policy," said Pollen Street.
Pollen Street said it has sought the opinion of a Queen's Counsel, who believes PSC has breached its contract.
"The board is currently taking legal and other advice on its options to progress the possible offer and to ensure that the portfolio is managed in the best interests of the company and its shareholders," the company continued.
"If the manager continues to fail to produce the documentation and other information requested, then the board anticipates it will need to commence legal proceedings to enforce its rights, including potentially issuing a court claim to obtain due diligence materials. Further updates will be provided at the appropriate time."
By George Collard; georgecollard@alliancenews.com
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