Investment funds advised and managed by Pollen Street Capital Limited reached an agreement to acquire Proactis Holdings PLC (AIM:PHD) from a group of shareholders for £77.6 million on April 30, 2021. As of June 11, 2021, Pollen Street Capital Ltd and Dbay Advisors Ltd announced a joint bid to take Proactis Holdings PLC private. Pollen Street will own 65% of Proactis and Isle of Man-based Dbay will own 35% in Proactis Holdings PLC. Pollen Street Capital reached agreement on the terms and conditions of a recommended cash offer, to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006. Under the terms of the Acquisition, each Proactis Shareholder will be entitled to receive £0.75 in cash (the "Cash Offer"). As an alternative to the Cash Offer, eligible Proactis Shareholders may elect to receive 0.75 Alternative Offer Securities in the capital of Pollen in exchange for each Proactis Share (the "Alternative Offer"). The maximum number of Alternative Offer Securities available to eligible Proactis Shareholders under the Alternative Offer will be limited to a number which represents 24.9% of the issued ordinary share capital of Pollen. An eligible Proactis Shareholder may elect to take up the Alternative Offer in respect of all or part of their holding of Proactis Shares. The cash consideration payable to Proactis Shareholders will be financed by equity to be invested by the PSC Funds. In connection with the financing, PSC Funds have entered into the Equity Commitment Letter. Houlihan Lokey is satisfied that sufficient resources are available to Pollen to satisfy in full the cash consideration payable to Proactis Shareholders pursuant to the terms of the Acquisition. Proactis currently indirectly holds approximately 88% of the issued share capital of Proactis SA, the shares of which are listed on Euronext Paris. Upon the Acquisition becoming Effective, Pollen will become the indirect holder of more than 30% of the share capital and voting rights of Proactis SA. As such, pursuant to the rules of the AMF, Pollen will be obliged to make a tender offer for those Proactis SA shares that it does not already indirectly hold unless the AMF grants a waiver of the application of such rules to Pollen. Pollen intends to seek such a waiver from the AMF.

Transaction is subject to approval from at least 75% of Proactis shareholders at the Court Meeting, the sanction of the Scheme by the Court with or without modification, including any tax liability or any obligation to obtain or acquire any authorization, notice, waiver, concession, agreement or exemption from any government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental or investigative body, court, trade agency, association, institution, self-regulatory authority, or any other body or person whatsoever in any jurisdiction (each a "Third Party" and together the "Third Parties") or any other person), excluding trade creditors and other liabilities incurred in the ordinary course of business and other conditions. The Scheme also requires the passing at the General Meeting of the Special Resolutions. The Proactis Directors, who have been so advised by finnCap as to the financial terms of the Cash Offer, consider the terms of the Cash Offer to be fair and reasonable. Accordingly, the Proactis Directors intend to recommend unanimously that the Proactis Shareholders vote in favor of the Scheme at the Court Meeting and the Special Resolutions to be proposed at the General Meeting, as the Proactis Directors who are interested in Proactis Shares have irrevocably undertaken to do (or procure to be done) in respect of their own beneficial holdings of, in aggregate, 10.823504 million Proactis Shares, representing approximately 11.33% of the issued ordinary share capital of Proactis. The Proactis Directors cannot form an opinion as to whether or not the terms of the Alternative Offer are fair and reasonable and are not making any recommendation to Proactis Shareholders as to whether or not they should elect for the Alternative Offer. In addition to the irrevocable undertakings from the Proactis Directors described above Pollen has also received irrevocable undertakings to vote in favour of the Scheme from Lombard Odier Asset Management (Europe) Limited and Gresham House Asset Management Limited in respect of 28.066683 million Proactis Shares and 6.104954 million Proactis Shares respectively, representing, in aggregate, approximately 35.77% of the existing issued ordinary share capital of Proactis. In total, therefore, Pollen has procured irrevocable undertakings in respect of, in aggregate, 44.995141 million Proactis Shares, representing approximately 47.1% of the existing issued ordinary share capital of Proactis. As of May 14, 2021, Pollen Street Capital Limited received irrevocable undertakings to vote in favour of the scheme at the court meeting and the special resolutions to be proposed at the general meeting (or in the event that the acquisition is implemented by an offer, to accept or procure acceptance of such offer) in respect of, in aggregate, 47.88 million of Proactis shares, representing approximately 50.11% of the existing issued ordinary share capital of Proactis. On July 20, 2021, shareholders of Proactis approved by the requisite majorities all of the resolutions proposed at each of the meetings in respect of the Acquisition. On July 23, 2021, Court has made an order sanctioning the Scheme.

The Scheme is expected to become effective in Q3 2021. Long stop date of the transaction is October 30, 2021. As on June 28, 2021, Effective date of the scheme is July 27, 2021 and long stop date is December 31, 2021. The transaction is expected to complete in the third quarter of 2021. Carl Holmes, Henrik Persson and Emily Watts of FinnCap Ltd acted as financial advisors to the Proactis Directors. Lawrence Guthrie, Mark Fisher and Yashin Mody of Houlihan Lokey (Corporate Finance) Limited acted as financial advisors and Paul Dickson, Harry Bacon, Guy O'Keefe, Phil Linnard, Dominic Robertson, Duncan Blaikie and William Turtle of Slaughter and May acted as legal advisor to Pollen. Walker Morris LLP acted as legal advisor to Proactis. Daniel Simons and John Holme of Hogan Lovells acted as a legal advisor to Houlihan Lokey. Chris Nicholls, Craig Lukins and Dom Young of Teneo acted as financial advisors for DBAY. Addleshaw Goddard is acting as legal adviser to DBAY.

Pollen Street Capital Ltd and Dbay Advisors Ltd completed the acquisition Proactis Holdings PLC (AIM:PHD) from a group of shareholders on July 27, 2021. Subject to any valid election for the Alternative Offer, Scheme Shareholders on the register at the Scheme Record Time July 26, 2021, are entitled to receive £0.75 in cash for every Scheme Share held. Cheques will be dispatched to Scheme Shareholders holding Scheme Shares in certificated form and the CREST accounts of Scheme Shareholders holding Scheme Shares in uncertificated form will be credited by no later than August 10, 2021.