PCF.L Regulatory News (PCF)

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 £2,744,000 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 £1,482,000 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 €8 million (c. £6,850,000) 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:

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.