author: "Murray, Marco (Link Asset Services)"
date: 2021-06-09 10:36:00+00:00
processor: python-docx+mammoth
status: success
Company Number: 09899024
THE COMPANIES ACT 2006
PUBLIC COMPANY LIMITED BY SHARES
NOTICE OF RESOLUTIONS OF
POLLEN STREET PLC
(the “Company”)
PASSED ON 11 OCTOBER 2023
At the General Meeting of the Company duly convened and held at 10.45am on 11 October 2023 at the offices of Slaughter and May, One Bunhill Row, London EC1Y 8YY, the following Resolutions were duly passed: -
Special Resolution
Resolution 1 – Scheme of Arrangement
THAT, subject to the shareholders of Existing Holdco having approved Resolution 2 (as set out in this notice) as special resolutions, for the purpose of giving effect to the scheme of arrangement dated 18 September 2023, between Existing Holdco and the Scheme Shareholders (as defined in the said scheme), a print of which has been produced to this meeting and for the purposes of identification signed by the Chair hereof, in its original form or subject to such modification, addition or condition agreed by Existing Holdco and Pollen Street Group Limited (incorporated and registered in Guernsey with registered number 70165) and approved or imposed by the Court (the “Scheme”):
- the Directors of Existing Holdco be authorised to take all such action as they may consider necessary or appropriate for carrying the Scheme into effect;
- the issued share capital of Existing Holdco be reduced by cancelling and extinguishing all of the Scheme Shares (as defined in the Scheme);
- subject to and conditional upon the Scheme becoming effective, the Scheme Shares (as defined in the Scheme) be de-listed from the Official List maintained by the Financial Conduct Authority in accordance with Part VI of the Financial Services and Markets Act 2000 (the “Official List”);
- subject to and forthwith upon the reduction of share capital referred to in Resolution (B) above taking effect and notwithstanding anything to the contrary in the articles of association of Existing Holdco:
- the reserve arising in the books of account of Existing Holdco as a result of the reduction of share capital referred to in Resolution (B) above be capitalised and applied in paying up in full at par all of such new ordinary shares of one (1) pence each in the capital of Existing Holdco (the “Intra-Group Shares”) as shall be equal to the number of Scheme Shares (as defined in the Scheme) cancelled pursuant to Resolution (B) above, which shall be allotted and issued, credited as fully paid, to Pollen Street Group Limited and/or its nominee(s) in accordance with the Scheme; and
- conditional upon the Scheme becoming effective in accordance with its terms, the Directors of Existing Holdco be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to allot the Intra-Group Shares, provided that: (i) the maximum aggregate nominal amount of relevant securities that may be allotted under this authority shall be the aggregate nominal amount of the said Intra-Group Shares referred to in Resolution (D)(i) above; (ii) this authority shall expire (unless previously revoked, varied or renewed) one year following the date of the General Meeting; and (iii) this authority shall be in addition, and without prejudice, to any other authority under the said section 551 previously granted and in force on the date on which this resolution is passed.
Resolution 2 – Articles of Association (Amendments in relation to the Scheme)
THAT the articles of association of Existing Holdco be amended as follows:
By including the following new article as Article 152 immediately following the existing Article 151:
Scheme of Arrangement
-
Shares not otherwise subject to the Scheme
-
In this Article 152, references to the “Scheme” are to the scheme of arrangement between the company and the members dated 18 September 2023 as it may be modified or added to in accordance with its terms, and terms and expressions defined in the Scheme shall have the same meaning when used in this Article 152.
- Notwithstanding any other provision in these Articles, if any Ordinary Share is allotted and issued to any person (a “New Member”) other than Pollen Street Group Limited (incorporated under the laws of Guernsey with registered number 70165) (“PSGL”) and/or its nominee(s) after the adoption of this Article 152 and on or before the Scheme Record Time (other than any Ordinary Share issued to PSGL or its nominees or any member of its group), such Ordinary Share shall be allotted and issued subject to the terms of the Scheme and shall accordingly be classified as a Scheme Share for the purposes thereof, and any New Member, and any subsequent holder other than PSGL and/or its nominee(s), shall be bound by the terms of the Scheme.
- Subject to the Scheme taking effect, if any Ordinary Share shall be issued after the Scheme Record Time to any New Member, such Ordinary Share shall be allotted and issued on terms that, immediately upon its allotment or issue or, if later, immediately after the Scheme Effective Date, it shall be transferred to PSGL and/or its nominee(s).
- The number of New Holdco Shares to be issued or transferred to the New Member under this Article 152 may be adjusted by the Directors following any variation in the share capital of either the company or PSGL or such other event as the Directors consider fair and reasonable on such adjusted terms as the Directors may determine provided that no such adjustment may be made unless the auditors of the company have confirmed in writing to the Directors that, in their opinion, such adjustment is fair and reasonable, and provided always that any fractions of New Holdco Shares shall be disregarded and shall be aggregated and sold for the benefit of PSGL.
- The consideration for any transfer provided for in Article 152(C) shall be the allotment and issue by PSGL to the New Member of one New Holdco Share, credited as fully paid, for each Ordinary Share so transferred.
- In order to give effect to any transfer required by this Article 152, the Secretary or any person appointed by him may execute and deliver on behalf of the New Member or subsequent holder of their Ordinary Shares a form of transfer in favour of PSGL, and agree for and on behalf of such person to become a member of PSGL. Pending the registration of PSGL as holder of any share to be transferred pursuant to this Article 152, PSGL shall be empowered to appoint a person nominated by the Directors to act as attorney on behalf of any holder of such share in accordance with such directions as PSGL may give in relation to any dealing with or disposal of such share (or any interest therein), exercising any rights attached thereto or receiving any distribution or other benefit accruing or payable in respect thereof and any holder of such shares shall exercise all rights attached thereto in accordance with the directions of PSGL but not otherwise.
Resolution 3 – Reduction of share premium account
THAT the share premium account of Existing Holdco as at 11 October 2023 be cancelled and extinguished.
Resolution 4 – Change of listing category
THAT, subject to the shareholders of Existing Holdco having approved Resolution 1 (as set out in this notice) as a special resolution, the proposed change in listing category whereby Existing Holdco’s shares will bede-listed from the premium segment (closed-ended investment fund) of the Official List and New Holdco’s shares will be admitted to the premium segment (commercial company) of the Official List (the “Change of Listing Category”) be and is hereby approved and the directors of Existing Holdco be and are hereby authorised to cause such Change of Listing Category to be effected and to do and/or procure to be done all such acts or things as they may consider necessary or desirable in connection therewith.