Statement re Possible Offer for PSSL

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE.

For immediate release

25 February 2020

Announcement regarding Possible Offer for Pollen Street Secured Lending plc

Waterfall Asset Management, LLC ("Waterfall") notes the announcement released this morning by Pollen Street Secured Lending plc ("PSSL"). Waterfall confirms that it is in discussions with the Board of PSSL (the "Board") regarding a possible cash offer at 900 pence per PSSL share (the "Possible Offer Price") for the entire issued and to be issued share capital of PSSL, and is pleased that the Board has confirmed to it that the possible offer is at a value the Board would be minded to recommend, should a firm intention to make an offer pursuant to Rule 2.7 of the Code be announced on such terms.

Under the terms of the possible cash offer, PSSL shareholders (the "Shareholders") would be entitled to receive the dividend declared by PSSL on 25 February 2020 in respect of the three month period to 31 December 2019 (the "Q4-19 Dividend") of 12 pence per share (together, the "Possible Offer").

The Possible Offer Price represents an 8.7 per cent. premium to last night's closing share price of 828 pence and a 4.8 per cent. discount to the ex-income NAV per share of 945.13 pence as at 31 December 2019, versus a 12.4 per cent. discount to ex-income NAV at the current share price.

Waterfall believes the Possible Offer, if effected, would represent a compelling opportunity for all of the Shareholders to realise their investment at an attractive premium to the share price, and beyond an attractive price, the key benefit of the Possible Offer for Shareholders is up front liquidity. Shareholders have historically struggled to find liquidity in the stock and the daily buybacks have not narrowed the discount to NAV.

Waterfall has received an irrevocable undertaking from PSSL's largest shareholder, Invesco Asset Management Limited ("Invesco"), to support the Possible Offer, should a formal offer be made. The irrevocable undertaking is in respect of Invesco's entire holding representing approximately 24.6 per cent. of PSSL's issued ordinary share capital. Further details regarding the irrevocable undertaking are set out in the Appendix. Invesco is acting on behalf of its discretionary managed clients.

Important Notices

This announcement does not amount to an announcement of a firm intention to make an offer under Rule 2.7 of the Code and there can be no certainty that an offer will be made. A further announcement will be made as and when appropriate.

For the purposes of Rule 2.5(a) of the Code, Waterfall reserves the right to make an offer on less favourable terms than those set out in this announcement Possible Offer:

(a) with the agreement or recommendation of the Board of PSSL;

(b) if any element of the Q4-19 Dividend is uncovered by income, Waterfall reserves the right to make an equivalent reduction in its offer terms; or

(c) following an announcement by PSSL of a whitewash transaction pursuant to the Code.

As noted in PSSL's earlier announcement, Waterfall, by no later than 5.00 p.m. on 24 March 2020, being the 28th day following the date of this announcement, must either announce a firm intention to make an offer for PSSL in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline will only be extended with the consent of the Takeover Panel, in accordance with Rule 2.6(c) of the Code.

Enquiries:

About Waterfall

Waterfall is an SEC-registered institutional asset manager focused on structured credit (asset-backed securities and loans) and private equity investments with approximately $8.7 billion in assets under management as of 30 November 2019. Waterfall was founded in 2005 and benefits from a global presence, with offices in USA, UK and Ireland. Waterfall currently runs primarily three investment strategies: high-yield asset-backed securities, loan opportunity strategy and small-balance commercial loans.

Further information

This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction.

The release, publication or distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe such restrictions. Any failure to comply with such restrictions may constitute a violation of the securities law of any such jurisdiction.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as Financial Adviser exclusively for Waterfall and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters in this announcement and will not be responsible to anyone other than Waterfall for providing the protections afforded to clients of Numis, nor for providing advice in relation to any matter referred to herein.

Disclosure requirements of the Code

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 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.

Publication on Website

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available at https://www.waterfallam.com/possible-offer/ promptly and in any event by no later than 12 noon on the business day following this announcement. The content of this website 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 24.6 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 900p per share (such figure to be reduced by the aggregate of any element of PSSL's Q4-19 Dividend declared in excess of 12p per share, plus any element of the Q4-19 Dividend declared up to 12p that is uncovered by income earned in Q4-19) by 22 May 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 7 August 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.