1 Jun 2022 16:10
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 | % | |||
1. | 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 to implement the Combination. | 26,463,342 | 85.31 | 4,557,297
| 14.69 | 63,355
|
2. | To permit the Board to issue the Consideration Shares to the Pollen Street Shareholders in connection with the Combination. | 26,463,092 | 85.31 | 4,557,547 | 14.69
| 63,355
|
3. | To approve the Combined Group Investment Policy, the New Remuneration Policy, the LTIP and the DBP. | 23,374,180
| 82.41
| 4,987,730 | 17.59
| 2,722,084 |
4. | To approve the increase to the Directors' Fee Cap | 21,548,920
| 82.87
| 4,452,824
| 17.13
| 5,082,250
|
5. | 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 the Existing Buyback Authority. | 20,760,626
| 80.10
| 5,158,250
| 19.90
| 4,340,980
|
6. | To approve the Related 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 BalabanoffJustin Zawoda Martin
+44 20 7397 8900
BofA Securities - Financial Adviser to Honeycomb Arif VohraGeoff 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.