Urban Exposure plc: Action against Honeycomb Holdings Limited and connected entities and indefinite postponement of general meeting

7 April 2020

Urban Exposure Plc

Action against Honeycomb Holdings Limited and connected entities and
indefinite postponement of general meeting

As announced on 1 April 2020, Urban Exposure plc (the "Company") received a purported notice of termination from Honeycomb Holdings Limited ("HHL") of the share purchase agreement (the "SPA") between the Company, HHL and Urban Exposure Amco Limited ("UE Amco") dated 10 March 2020 for the purchase by HHL of the issued share capital of Urban Exposure Lendco Limited ("UE Lendco"). 

The Company and UE Amco consider that there was no valid basis for the purported termination of the SPA by HHL and that HHL has acted in repudiatory breach of the SPA. 

The Company and UE Amco have accepted this repudiatory breach of contract by HHL and accordingly the Company and UE Amco consider themselves discharged from further performance of the SPA. 

The sale of UE Lendco by the Company to HHL and the associated sale of UE Amco by the Company to its management team will now not take place.  Further, the proposed cancellation of the Company's ordinary shares from trading on AIM and the proposed change of name of the Company will not proceed. 

In addition, the general meeting of the Company scheduled to be held on 28 April 2020 at which resolutions relating to the winding up of the Company would have been proposed is postponed indefinitely. 

The Company and UE Amco now intend to claim damages against HHL for breach of contract.  In addition, the Company and UE Amco intend to seek relief from other entities within or connected to the Pollen Street Capital group, including Honeycomb Investment Trust plc, Shawbrook Bank Limited, Pollen Street Capital Limited and Pollen Street Capital Holdings Limited, for procuring or inducing the breach by HHL of the SPA. 

The Company and UE Amco reserve their position to take all other measures against and seek other relief from HHL and its connected entities in respect of HHL's breach of the SPA.

Enquiries:

Urban Exposure plc                Tel: +44(0)207 408 0022

William McKee, Chairman

Randeesh Sandhu, Chief Executive Officer

Sam Dobbyn, Chief Financial Officer

 

Jefferies (Financial adviser and Joint Corporate Broker)  Tel: +44(0)20 7029 8000

Rishi Bhuchar

Ed Matthews

James Thomlinson

William Brown

 

Liberum (NOMAD and Joint Corporate Broker)   Tel: +44(0)203 100 2000

Neil Patel

Gillian Martin

Jonathan Wilkes-Green

Louis Davies

 

MHP Communications (Financial Public Relations)          Tel: +44(0)203 128 8100

Charlie Barker

Patrick Hanrahan

Sophia Samaras

UrbanExposure@mhpc.com