3 Sep 2020 10:46
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 FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
3 September 2020
For immediate release
Announcement Regarding a Possible Combination of Honeycomb Investment Trust plc ("HIT") and Pollen Street Secured Lending plc ("PSSL")
Further to the recent announcements made in relation to a potential combination of HIT and PSSL, the board of HIT confirms it does not intend to make an offer under Rule 2.7 of the Code.
For the purposes of Rule 2.8 of the Code, HIT, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for PSSL (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within 6 months of the date of this announcement:
a. with the agreement of the board of directors of PSSL;
b. following the announcement of a firm intention to make an offer for PSSL by or on behalf of a third party;
c. following the announcement by PSSL of a proposal for a "whitewash" (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or
d. where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.
The person responsible for arranging for the release of this announcement on behalf of HIT is Robert Sharpe, Chairman of HIT.
Enquiries:
Greenbrook (PR adviser to HIT) +44 (0) 207 952 2000
Andrew Honnor honeycomb@greenbrookpr.com
Alex Jones
Matthew Goodman
Goldman Sachs International (Joint Financial Adviser to HIT) +44 (0) 207 774 1000
John Brennan
Chris Emmerson
Ken Hayahara
Ronan Breen
Jefferies International Limited (Joint Financial Adviser to HIT) +44 (0) 207 029 8000
Graham Davidson +44 (0) 207 029 8076
Paul Bundred +44 (0) 207 548 4226Neil Winward +44 (0) 207 029 8140
Important Notices
A copy of this announcement will be available on HIT's website at https://www.honeycombplc.com/announcements. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
This announcement is not intended to, and does not, constitute, represent or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law or regulation and therefore any person who comes into possession of this announcement should inform themselves about, and comply with, such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities laws or regulations of any such relevant jurisdiction.
Goldman Sachs International, which is authorised by the Prudential Regulation Authority ("PRA") and regulated by the PRA and the Financial Conduct Authority ("FCA") in the United Kingdom, is acting exclusively for HIT and for no one else in connection with the possible offer and will not be responsible to anyone other than HIT for providing the protections afforded to its clients or for providing advice in relation to the possible offer, the contents of this announcement or any other matters referred to in this announcement.
Jefferies which is authorised and regulated in the UK by the FCA, is acting exclusively as financial adviser to HIT and no one else in connection with the possible offer and shall not be responsible to anyone other than HIT for providing the protections afforded to clients of Jefferies nor for providing advice in connection with the possible offer or any matter referred to herein. Neither Jefferies, nor any of its affiliates, subsidiaries or branches 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 other than HIT in connection with this announcement, any statement contained herein or otherwise.