TIDMPCF
RNS Number : 3645N
PCF Group PLC
31 May 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
31 May 2022
PCF Group plc
("PCF", the "Company" or the "Group")
Capital Subscription
The directors of PCF are pleased to announce that the Company's
majority shareholder, Somers Ltd ("Somers") has indicated its
intention to invest on a non-binding basis in the Company by way of
a subscription of 54,880,000 new ordinary shares at a subscription
price of 5 pence per share ("Subscription Shares"), which would
raise gross proceeds of GBP2,744,000 and is proposed to be
structured through a non-pre-emptive cashbox structure. The
Subscription Shares would represent approximately 21.9% of the
Company's existing issued share capital, with Somers' ownership
increasing from 64.4% to 73.3% as a consequence in the event that
the subscription proceeds. Somers has continued to remain
supportive of the Company and has also indicated its willingness to
support a further equity subscription of GBP1,482,000 in late June
2022.
Furthermore, in the event that the subscription proceeds, the
Company also announces its intention to raise additional capital
through an open offer of new ordinary shares with an excess
application facility ("Open Offer"), in which Somers is not
expected to participate, to raise up to EUR8 million (c.
GBP6,850,000) on the same terms as Somers' proposed subscriptions.
The Open Offer will be structured so as to ensure that overall
shareholders who take up their rights are not diluted by Somers'
proposed subscriptions. The Company will provide an update on the
timing and terms of the Open Offer in due course.
Further to the first announcement made by the Company earlier
today, in the event a firm intention to make an offer for PCF under
the City Code on Takeovers and Mergers is announced prior to the
launch of the Open Offer (as described in the earlier announcement
or otherwise), the directors of PCF nonetheless intend that
shareholders will have the opportunity to catch up to Somers'
investment, in the event that it is made, either via an Open Offer
(in which Somers will not participate) or under an alternative
mechanism to be confirmed.
The net proceeds of the Subscription Shares will be used to
support the growth of the Group.
An application has been made to the London Stock Exchange for
the Subscription Shares to be admitted to trading on AIM
("Admission"), which will rank pari passu with existing ordinary
shares, with Admission expected to become effective, and dealings
in the Subscription Shares to commence, at 8:00am on or around 6
June 2022.
Total Voting Rights
Following Admission of the Subscription Shares, the total issued
share capital of the Company will consist of 305,870,138 ordinary
shares of 5.0 pence each. This number may be used by shareholders
as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a
change to their interest in, the Company's securities under the
FCA's Disclosure Guidance and Transparency Rules.
Related Party Transaction
Somers is deemed to be a related party of the Company under the
AIM Rules for Companies, as Somers individually holds in excess of
10% of the total voting rights of the Company. As such, the
subscription by Somers of the Subscription Shares through a cashbox
structure would constitute a related party transaction under Rule
13 of the AIM Rules for Companies (the "Related Party
Transaction").
In accordance with Rule 13 of the AIM Rules for Companies, the
independent directors of the Company, having consulted with Peel
Hunt LLP in its capacity as the Company's nominated adviser for the
purposes of the AIM Rules, consider the terms of the Related Party
Transaction to be fair and reasonable insofar as the Company's
shareholders are concerned.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (UK) 596/2014 as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 (" MAR "), and is disclosed in accordance
with the Company's obligations under Article 17 of MAR. The person
who arranged for the release of this announcement on behalf of the
Company was Garry Stran, Chief Executive Officer.
ENDS
For further information, please visit https://pcf.bank/ or
contact:
PCF Group (via Tavistock Communications) Tel: +44 (0) 20 7920 3150
Garry Stran, Chief Executive Officer
Caroline Richardson, Chief Financial Officer
Tavistock Communications Tel: +44 (0) 20 7920 3150
Simon Hudson / Tim Pearson
Peel Hunt (Nominated Advisor and Joint Broker) Tel: +44 (0) 20 7418 8900
Andrew Buchanan / Rishi Shah /Sam Milford
Shore Capital (Joint Broker) Tel: +44 (0) 20 7408 4080
Henry Willcocks / Guy Wiehahn
About PCF Group plc ( www.pcf.bank )
Established in 1994, PCF Group plc is the AIM-quoted parent of
the specialist bank, PCF Bank Limited. Since commencing operations
as a bank in 2017. The Group continues to focus on portfolio
quality and lending to the prime segments of its existing markets.
The Group will continue to identify opportunities to diversify its
lending products and asset classes by setting up new organic
operations or through acquisition.
PCF Bank currently offers retail savings products for
individuals and then deploys those funds through its four lending
divisions:
-- Business asset finance which provides finance for vehicles, plant and equipment to SMEs;
-- Consumer motor finance which provides finance for motor vehicles to consumers;
-- Azule which provides finance to the broadcast and media industry; and
-- Property bridging finance which provides loans to companies
and sole traders investing in residential and commercial
property.
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END
MSCSDDSIFEESELI
(END) Dow Jones Newswires
May 31, 2022 02:02 ET (06:02 GMT)
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