Results of Court Meeting and General Meeting
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THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS 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
Pollen Street Plc ("Pollen Street")
Results of Court meeting and General Meeting
Further to the circular published by Pollen Street on 18 September 2023 (the "Circular") and made available on Pollen Street's website at www.pollenstreetgroup.com/shareholders in connection with: (i) the proposed scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"); (ii) the proposed change of listing category resulting in Shareholders receiving premium segment (commercial company) shares in New Holdco; and (iii) the proposed reduction of the share premium reserve of Pollen Street, Pollen Street is pleased to announce that, at the Court Meeting and General Meeting, the Scheme was approved by Shareholders and all resolutions proposed at the General Meeting were duly passed by Shareholders.
Pollen Street intends to publish a prospectus in Q4 2023 for the purposes of and in connection with admission of the New Scheme Shares, with admission expected to occur in early 2024.
Capitalised terms used in this announcement but not otherwise defined shall have the meaning given to them in the Circular.
Voting results of the Court Meeting
The resolution to approve the Scheme was passed by a majority in number of Scheme Shareholders who voted, representing not less than 75 per cent. in value of the Scheme Shares held by those Scheme Shareholders. The total number of Scheme Shares voted as a percentage of the Scheme Shares eligible to be voted at the Court Meeting was 85.67%.
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder was entitled to one vote per Scheme Share held at the Voting Record Time:
| Result of Court Meeting | % of Scheme Shares voted* | Number of Scheme Shares voted |
|---|---|---|
| Votes FOR the Scheme | 94.52% | 51,996,160 |
| Votes AGAINST the Scheme | 5.48% | 3,014,083 |
| Total | 100% | 55,010,243 |
*Rounded to two decimal places.
Voting results of the General Meeting
All four of the resolutions as set out in the notice of the General Meeting included with the Circular were passed by the requisite majority of shareholders by way of poll. These resolutions comprised special resolutions to approve and implement the Scheme (including, without limitation, the amendment of Pollen Street's articles of association to facilitate the implementation of the Scheme and the authorising of the directors of Pollen Street to take all required actions in connection with the Scheme) and to approve certain other matters separate from, but related to, the Scheme.
The table below sets out the results of the poll at the General Meeting. Each Shareholder was entitled to one vote per Existing Holdco Share held at the Voting Record Time.
| Special Resolutions | Total votes FOR | % of votes FOR** | Total votes AGAINST | % of votes AGAINST** | Total votes cast | % of issued share capital** | Votes withheld | |
|---|---|---|---|---|---|---|---|---|
| 1 | To approve the Scheme and matters in connection with the Scheme | 52,330,013 | 94.52% | 3,034,610 | 5.48% | 55,364,623 | 86.22% | 2,350,314 |
| 2 | To approve amendments to the Articles of Association in relation to the Scheme | 52,330,013 | 94.52% | 3,034,610 | 5.48% | 55,364,623 | 86.22% | 2,350,314 |
| 3 | To approve cancellation of the Company's share premium reserve | 52,330,013 | 94.52% | 3,034,610 | 5.48% | 55,364,623 | 86.22% | 2,350,314 |
| 4 | To approve the change of listing category of the group's holding company | 52,330,013 | 94.52% | 3,034,610 | 5.48% | 55,364,623 | 86.22% | 2,350,314 |
**Rounded to two decimal places.
Notes:
- The 'For' votes include those giving the Chairman or appointed proxy discretion.
- The number of Pollen Street shares in issue as at the Voting Record Time of 6.00 p.m. (London time) on 9 October 2023 was 68,922,582. Pollen Street holds 4,712,985 shares in treasury. Therefore, the total number of voting rights in Pollen Street at the Voting Record Time was 64,209,597.
- 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.
No forecasts or estimates
Nothing in this Announcement is intended as a profit forecast or estimate for any period and no statement in this Announcement should be interpreted to mean that earnings or earnings per share or dividend per share for Pollen Street for the current or future financial years would necessarily match or exceed the historical published earnings or earnings per share or dividend per share for Pollen Street.
This Announcement does not constitute a prospectus or prospectus equivalent document.
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