TIDMPCF TIDMTTM
RNS Number : 8545Z
Private & Commercial Fin Group Plc
17 March 2017
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS
RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE
UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,
JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE SAME WOULD BE
UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL
OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE
ACQUIRE ANY ORDINARY SHARES OF PRIVATE & COMMERCIAL FINANCE
GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
17 March 2017
Private & Commercial Finance Group plc
("PCFG", the "Company" or the "Group")
Results of Placing and Directors' Shareholdings
PCFG (AIM: PCF), the AIM-quoted specialist bank, is pleased to
announce the results of the Placing announced earlier today (the
"Placing Launch Announcement").
A total of 40,000,000 Placing Shares have been conditionally
placed by Panmure Gordon and Stockdale at an Issue Price of 25
pence per new Ordinary Share to raise a total of GBP10 million for
the Company, amounting to net proceeds of approximately GBP9.6
million for the Company (after fees and expenses).
The Placing Shares represent approximately 23.5 per cent. of the
Existing Ordinary Shares of the Company. The Issue Price represents
a discount of approximately 5.7 per cent. to the Closing Price on
16 March 2017, being the last practicable date prior to the
publication of the Placing Launch Announcement.
The net proceeds of the Placing receivable by the Company will
be used to maintain the regulatory level of capital and liquidity
that the Group is required to hold as agreed with the PRA and FCA
pursuant to the Group's authorisation on 6 December 2016 for a
banking licence. The net proceeds will be used to purchase high
quality liquid assets to maintain predetermined liquidity ratios
for retail deposit taking and operate comfortably within the
relevant regulatory capital regime. The net proceeds will also
provide adequate capital for growth plans over the medium term as
well as providing working capital to support the costs of
mobilisation, including IT infrastructure and key function
recruitment.
The Company is also making the Open Offer of up to 2,000,000
Open Offer Shares to Qualifying Shareholders at the Issue Price,
the net proceeds of which will further support its working capital
requirements. A Circular to Qualifying Shareholders, including
further details of the Open Offer and a notice convening the
General Meeting, will be dispatched on or around 20 March 2017,
together with a covering letter regarding the amended dividend
timetable, and both documents will also be made available on the
Company's website at the same time at www.pcfg.co.uk.
Commenting on the successful Placing, Scott Maybury, Chief
Executive Officer of PCFG, said:
"I am very pleased to confirm the successful result of the
Placing, which illustrates the market's support for PCFG's growth
prospects and the opportunities provided by the banking licence.
This funding will allow us to secure liquidity ratios recommended
by the PRA and FCA, but most importantly achieve a critical
component of the bank mobilisation process as the Company prepares
to become a regulated deposit taker. It was also important to the
Company to include an Open Offer element to the Placing, providing
an opportunity for our minority shareholders to participate
alongside institutions.
"I look forward to updating Shareholders on the next chapter in
the Company's development as we take our first retail deposits this
summer and significantly scale up our loan portfolio. This
increased scale will allow us to support even more SMEs in
financing vital assets, as well as helping more consumers access
finance for motor vehicles."
Completion of the Placing and Open Offer remains subject, inter
alia, to the passing of the Resolutions at the General Meeting and
on the Admission of the Placing Shares and Open Offer Shares to
trading on AIM. It is expected that Admission will become effective
and that dealings in the Placing Shares and Open Offer Shares on
AIM will commence at 8.00 a.m. on 7 April 2017.
The Placing Shares and Open Offer Shares will be issued credited
as fully paid and will, on issue, be identical to and rank pari
passu in all respects with the Existing Ordinary Shares, including
the right to receive all dividends and other distributions
thereafter declared, made or paid on the Enlarged Share Capital
following the date of Admission, including in relation to the 2016
Final Dividend.
Directors' Shareholdings and related party transaction
Certain Directors and Somers, the sole parent company of BCB,
the majority Shareholder in the Company, have each subscribed for
Placing Shares pursuant to the Placing. As at 16 March 2017 (being
the latest practicable date prior to the notification of this
announcement) and, subject to and immediately following Admission,
the interests of BCB, Somers and of each such Director, their
immediate families and persons connected with each such Director
(within the meaning of section 252-255 of the Act) (all of which
are beneficial unless otherwise stated) in the issued share capital
of the Company are as follows:
At the date of this announcement On Admission
Number
Number Percentage of Placing
of Existing of Existing Shares Number Percentage
Ordinary Ordinary subscribed of Ordinary of Ordinary
Name Shares Shares for Shares Shares**
Somers
together
with BCB
* 115,559,047 67.93% 23,100,000 138,659,047 65.4%
T A Franklin nil nil 40,000 40,000 0.02%
M F Brown nil nil 80,000 80,000 0.04%
* aggregated interests of Somers and of BCB (a wholly owned
subsidiary of Somers). The direct interests of BCB and Somers are
as follows:
At the date of this On Admission
Circular
Number
Number Percentage of Placing
of Existing of Existing Shares Number Percentage
Ordinary Ordinary subscribed of Ordinary of Ordinary
Name Shares Shares for Shares Shares**
BCB (direct
interests) 115,559,047 67.93% nil 115,559,047 54.5%
Somers
(direct
interests) nil nil 23,100,000 23,100,000 10.9%
Total 115,559,047 67.93% 23,100,000 138,659,047 65.4%
** assuming full take up of the Open Offer by Qualifying
Shareholders, with the exception of BCB and the Directors, who have
confirmed that they will not take up any Ordinary Shares which may
have been offered to them as part of the Open Offer and will not
subscribe for any Open Offer Shares, in order to maximise the
number of Open Offer Shares available under the Open Offer to
Qualifying Shareholders.
The Company understands that the Somers Group may, in the
future, consolidate its shareholding in the Company in one Somers
Group company, most likely to be Somers.
Related party transaction
Where a company enters into a related party transaction, under
the AIM Rules the independent directors of the company are
required, after consulting with the company's nominated adviser, to
state whether, in their opinion, the transaction is fair and
reasonable in so far as its shareholders are concerned.
By virtue of BCB's current interests in the Company, as detailed
above, it is considered to be a "related party" as defined under
the AIM Rules, and accordingly, the subscription by Somers (the
parent company of BCB) of 23,100,000 Placing Shares in the Placing
is considered to be "related party transaction" for the purposes of
Rule 13 of the AIM Rules. The Directors independent of the Somers
Group (being each of the Directors with the exception of David
Morgan, who is also a director of BCB and its parent company,
Somers Limited; Andrew Brook, who is a director of BCB; and Mark
Brown who is a director of Stockdale Securities Limited, a
subsidiary of Somers Limited) consider, having consulted with
Panmure Gordon, the Company's nominated adviser for the purposes of
the AIM Rules, that the terms of the related party transaction are
fair and reasonable insofar as the Shareholders are concerned.
The captialised terms used in this announcement have the meaning
set out in Appendix IV to the Placing Launch Announcement.
For more information, please contact:
Private & Commercial Finance Group plc Tel: +44 (0) 20 7222
2426
Scott Maybury, Chief Executive Officer
Robert Murray, Managing Director
David Bull, Finance Director
Panmure Gordon (UK) Limited Tel: +44 (0) 20 7886 2500
Corporate Finance
Atholl Tweedie / Adam James
Corporate Broking
Charles Leigh-Pemberton
Stockdale Securities Limited Tel: +44 (0) 20 7601 6100
Corporate Finance
Robert Finlay / Richard Johnson
Corporate Broking
Henry Willcocks
Tavistock Communications Limited Tel: +44 (0) 20 7920 3150
Jos Simson / Niall Walsh
This information is provided by RNS
The company news service from the London Stock Exchange
END
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