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

19 May 2020

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

Statement regarding Rule 2.6 Extension, investment manager and strategy review and company update

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 19 May 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 16 June 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 the Company's largest shareholder, Invesco Asset Management Limited ("Invesco") has agreed to extend its irrevocable undertaking to Waterfall for a further period of 3 months (the key terms of the revised irrevocable undertaking are set out in the appendix to this announcement). There can be no certainty that a firm offer will be made, nor as to the price or the terms on which any offer might be made.

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 is 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 confirmatory due diligence by Waterfall. At this time the Board has been unable to make sufficient further progress in the provision of due diligence information requested by Waterfall, in particular due to confidentiality provisions with counterparties covering a proportion of the information requested. The Board will continue to seek to progress the due diligence process but is mindful that this may take some time and may not be possible prior to the appointment of a new investment manager as referred to below. The Board is also reviewing all options in the event that the Possible Offer does not proceed.

Investment manager and strategy review and shareholder consultation

Since the announcement on 25 February 2020 that the Board had served 12 months' notice of termination of the Investment Management Agreement, the Board has been considering options for the Company with regard to the appointment of a replacement investment manager and future investment strategy. Over the coming days, the Board intends to consult with shareholders in relation to the future investment strategy and manager of the Company in order to conclude the process as quickly as is practicable while minimising the risk of operational disruption to the Company.

Company update

As set out in the Company's factsheet for 31 March 2020, in the current environment the manager has continued to focus on the existing portfolio and ensuring cash collections remain robust. Cash balances in the Company at the end of March were over £90 million having increased from £54 million at the end of February. The manager has adopted a prudent approach to new lending with the expectation that the cash position will continue to build over the coming months as the portfolio reduces in size.

The Board does not believe that the Offer Period has impacted the operational performance of the Company or other strategic decisions.

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 18 May 2020 its issued share capital consisted of 74,029,089 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 20 May 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.

Appendix

The irrevocable undertaking received by Waterfall from Invesco is in respect of 18,271,712 PSSL shares, representing approximately 24.7 per cent. of PSSL's entire issued share capital. The irrevocable undertaking will lapse if (a) Waterfall has not released a binding offer announcement under Rule 2.7 of the Code for PSSL at 900 pence per share (such figure to be reduced by the aggregate of any element of PSSL's Q4-19 Dividend declared in excess of 12 pence per share, plus any element of the Q4-19 Dividend declared up to 12 pence that is uncovered by income earned in Q4-19) by 21 August 2020; (b) the offer document is not posted within 28 days of the release of the Rule 2.7 announcement; (c) the shareholder meeting in respect of the offer (if the offer is undertaken by way of scheme of arrangement) is not scheduled to take place within 28 days of the date of the scheme document; (d) the offer is withdrawn or does not become wholly unconditional or effective by 6 November 2020 (or a date no more than two months later if required to satisfy outstanding regulatory clearances); or (e) a competing offer for PSSL is made at an offer price of at least 10 per cent. more than the Waterfall proposal.