PSSL.L Regulatory News (PSSL)

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

16 June 2020

Pollen Street Secured Lending plc ("PSSL" or the "Company")

Statement regarding Rule 2.6 Extension, update on Investment Manager and strategy review

Statement regarding Rule 2.6 Extension

Pollen Street Secured Lending plc announced on 25 February 2020 that it was in discussions with Waterfall Asset Management, LLC ("Waterfall") in relation to a possible cash offer by funds advised by Waterfall for the entire issued, and to be issued, share capital of PSSL (the "Possible Offer").

In accordance with Rule 2.4(c) of the City Code on Takeovers and Mergers (the "Code"), Waterfall was required, pursuant to Rule 2.6(a) of the Code, by 5:00 p.m. on 16 June 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.

In accordance with Rule 2.6(c) of the Code, at the request of the Directors of PSSL (the "Board"), the Panel on Takeovers & Mergers (the "Panel") has consented to an extension of the relevant deadline, until 5:00 p.m. on 14 July 2020 to enable the parties to continue their ongoing discussions. By this time Waterfall must either announce a firm intention to make an offer for PSSL or announce that it does not intend to make an offer for PSSL, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This new deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

Waterfall has confirmed that it remains committed to pursuing the Possible Offer and, as previously announced on 19 May 2020, the irrevocable undertaking to Waterfall from Invesco Asset Management Limited, the Company's largest shareholder was extended until 21 August 2020. Having consulted with shareholders holding a significant majority of its shares in recent weeks the Board has agreed to the extension of the relevant deadline because it believes, in the light of the continued commitment of Waterfall and the Company's largest shareholder, it remains in the best interests of the Company and shareholders to continue to seek to bring the Possible Offer to the point where it can be formally considered.

The terms of any offer remain subject to discussion and to the completion of due diligence by Waterfall. As noted previously, the Board will continue to seek to progress the due diligence process but is mindful that this is likely to take some time, especially as it may not be possible prior to the appointment of a new investment manager. The Board is also reviewing all options in the event that the Possible Offer does not proceed, details of which are set out below.

Update on Investment Manager and strategy review

Over the last four weeks the Company has consulted with shareholders accounting for a significant majority of its shares outstanding. While there is inevitably a range of opinions, a number of themes have emerged. In particular, a majority of the shareholders consulted (by both number and percentage of shares held) would like to see the Possible Offer brought to the table and otherwise are minded to support an orderly run-off of the Company's assets and return of capital to shareholders. The Board also notes that there does not appear to be majority support for a continuation of the existing investment strategy with either the current or a new manager.

The Board has progressed discussions with a number of potential replacement investment managers and expects to be able to reach a decision on a preferred candidate in the coming weeks.

The Board has not taken any final decisions on future strategy at this stage but is likely in due course to recommend to shareholders that the Company pursues an orderly run-off with capital to be returned to shareholders in as timely a manner as possible during the process. This will not preclude continuing to seek to bring the Possible Offer to the point where it can be formally considered. Any change to the Company's investment policy will be conditional upon the approval of shareholders. Further announcements will be made in due course.

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.

This announcement has been made with the consent of Waterfall. Further announcements will be made as and when appropriate.

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 15 June 2020 its issued share capital consisted of 73,943,011 ordinary shares of £0.01 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 17 June 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.