TIDMPCF
RNS Number : 6375Q
PCF Group PLC
20 February 2019
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RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN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 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.
20 February 2019
PCF 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 33,333,333 Placing Shares have been conditionally
placed by Panmure Gordon and Stockdale at an Issue Price of 30
pence per new Ordinary Share to raise a total of GBP10 million for
the Company, amounting to net proceeds of approximately GBP9.5
million for the Company (after fees and expenses).
The Placing Shares represent approximately 15.6 per cent. of the
Existing Ordinary Shares of the Company. The Issue Price represents
a discount of approximately 16.7 per cent. to the Closing Price on
19 February 2019, being the last practicable date prior to the
publication of the Placing Launch Announcement.
Unless the context required otherwise, capitalised terms used in
this announcement have the meaning set out in Appendix IV to the
Placing Launch Announcement.
The Company is also making the Open Offer of up to 2,500,000
Open Offer Shares to Qualifying Shareholders at the Issue Price.
Each Qualifying Shareholder's Basic Entitlement has been calculated
on the following basis:
1 Open Offer Share for every 37 Existing Ordinary Shares held at
the Open Offer Record Date.
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 February 2019 and will also be made
available on the Company's website at the same time at
www.pcf.bank.
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 11 March 2019.
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 2018
Final Dividend.
Directors' Shareholdings and related party transaction
Certain Directors and Somers, the majority Shareholder in the
Company, have each subscribed for Placing Shares pursuant to the
Placing. As at 19 February 2019 (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 closely
associated with each such Director (within the meaning of MAR) (all
of which are beneficial unless otherwise stated) in the issued
share capital of the Company are as follows:
At the date of this On Admission
announcement
Number of Percentage
Existing of Existing Number of Number of
Ordinary Ordinary Placing Ordinary Percentage of
Name Shares Shares Shares Shares Ordinary Shares**
--------------- ------------ ------------- ----------- ------------ -------------------
Somers
together
with BCB
* 139,396,547 65.09% 17,533,333 156,929,880 62.78%
Tim Franklin 90,173 0.04% 33,333 123,506 0.05%
David Titmuss - - 50,000 50,000 0.02%
Christine
Higgins 19,500 0.01% 13,333 32,833 0.01%
Mark Brown 135,000 0.06% 65,000 200,000 0.08%
--------------- ------------ ------------- ----------- ------------ -------------------
* 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
announcement
Number Percentage
of Existing of Existing Percentage
Ordinary Ordinary Number of Placing Number of Ordinary of Ordinary
Name Shares Shares Shares Shares Shares**
------------- ------------- ------------- ------------------ ------------------- -------------
Somers
(direct
interests) 118,385,824 55.28 % 17,533,333 135,919,157 54.37%
BCB (direct
interests) 21,010,723 9.81% nil 21,010,723 8.40%
------------- ------------- ------------- ------------------ ------------------- -------------
Total 139,396,547 65.09% 17,533,333 156,929,880 62.78%
------------- ------------- ------------- ------------------ ------------------- -------------
** assuming full take up of the Open Offer by Qualifying
Shareholders, with the exception of Somers 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.
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 Somers' current interests in the Company (including
those interests in the Company held by BCB), as detailed above, it
is considered to be a "related party" as defined under the AIM
Rules, and accordingly, the subscription by Somers of 17,533,333
Placing Shares in the Placing is considered to be a "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; and Mark Brown who
is a director of Stockdale Securities Limited, a subsidiary of
Somers), 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.
This announcement contains inside information for the purposes
of Article 17 of the Market Abuse Regulation (EU) No.596/2014.
For more information, please contact:
PCF 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
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
Edward Lee / Simon Hudson
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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