PCF Group PLC Equity Subscription (0717R)
01 Julio 2022 - 9:05AM
UK Regulatory
TIDMPCF
RNS Number : 0717R
PCF Group PLC
01 July 2022
1 July 2022
PCF Group plc
("PCF", the "Company" or the "Group")
Equity Subscription
The Company announced a proposed capital subscription on 31 May
2022, the completion of which was announced by the Company on 7
June 2022. The announcement on 31 May 2022 also confirmed that the
Company's majority shareholder, Somers Ltd ("Somers") indicated its
willingness to support a further equity subscription of circa
GBP1.5 million.
The directors of PCF are pleased to confirm that an agreement
has been signed by the Company and Somers whereby Somers will
subscribe for 27,940,000 new ordinary shares at a subscription
price of 5 pence per share (the "Subscription Shares"), being the
maximum number of ordinary shares able to be issued by the Company
under the Company's current share issue authorities), which will
raise gross proceeds of GBP1,397,000. Application has been made to
the London Stock Exchange for admission of the Subscription Shares
to trading on AIM. It is expected that admission will occur at 8am
on Monday 4 July 2022. The Subscription Shares would represent
approximately 9.1 % of the Company's existing issued share capital,
with Somers' ownership increasing from 70.8% to 73.2% as a
consequence.
Total Voting Rights
Following admission of the Subscription Shares, the total issued
share capital of the Company will consist of 333,810,136 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 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 constitutes a
related party transaction under Rule 13 of the AIM Rules for
Companies (the "Related Party Transaction").
The Company reiterates 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.
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 for Companies, consider the terms of the
Related Party Transaction to be fair and reasonable insofar as the
Company's shareholders are concerned.
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 Tel: +44 (0) 20 7418 8900
Joint Broker)
Andrew Buchanan / Rishi Shah / Paul
Shackleton / Oliver Jackson / Sam
Milford
Shore Capital (Joint Broker) Tel: +44 (0) 20 7408 4080
Henry Willcocks / Guy Wiehahn
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END
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(END) Dow Jones Newswires
July 01, 2022 10:05 ET (14:05 GMT)
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