PCF.L Regulatory News (PCF)

25 September 2015

Private & Commercial Finance Group plc

("PCFG" or the "Company")

Conversion of Securities

Further to the Company's announcement at 7.00 a.m. on 18 September 2015, PCFG has today received a conversion notice from Bermuda Commercial Bank Limited ("BCB") in respect of BCB's entire remaining holding of 1,000,446 £1 nominal 6% Convertible Unsecured Loan Notes 2016 ("nominal 2016 CULS"). The nominal 2016 CULS have a conversion price of 8.5 pence per ordinary share and therefore the above conversion will result in the issue of a further 11,769,953 new Ordinary Shares to BCB.

Following the conversion, BCB's interest in PCFG will be in 115,559,047 Ordinary Shares, representing 75.5% of the Company's issued ordinary share capital, as enlarged by the issue of the new Ordinary Shares.

The Company now has in issue 1,466,959 nominal 2016 CULS which, if converted in accordance with their terms, would result in a further 17,258,341 Ordinary Shares being issued and reduce BCB's interest in PCFG to 67.8%.

Related party transaction

BCB is a related party under the AIM Rules by virtue of being a substantial shareholder in the Company as defined in the AIM Rules. The issue of 11,769,953 Ordinary Shares to BCB therefore constitutes a related party transaction as defined in the AIM Rules.

Accordingly, as required by the AIM Rules, the independent directors (being each of the directors with the exception of David Morgan, who is also a director of BCB and its parent company, Somers Limited), having consulted with the Company's nominated adviser, Panmure Gordon (UK) Limited, consider that the terms of the transaction are fair and reasonable insofar as the Company's shareholders are concerned.

Application for admission of the new Ordinary Shares to AIM

Application has been made for 11,769,953 new Ordinary Shares to be admitted to trading on the AIM Market of the London Stock Exchange, which is expected to occur on or around 30 September 2015. The new Ordinary Shares will rank pari passu in all respects with the existing Ordinary Shares in issue, including the right to receive dividends.

On admission, the Company's issued ordinary share capital will consist of 153,119,863 Ordinary Shares. All of the Ordinary Shares carry voting rights of one vote per Ordinary Share. There are no Ordinary Shares held in treasury and so the total number of voting rights in the Company following admission will be 153,119,863. The above figures should be used by shareholders following admission 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 Financial Conduct Authority's Disclosure and Transparency Rules.

Scott Maybury, CEO, commented: "This concludes the conversion of BCB's loan note holdings into new shares, and provides us with a balance sheet which will allow us to embark on the next phase of our growth strategy. We look forward to working with BCB, which continues to be a supportive shareholder, with a view to executing our established plans for growth and creating long-term value for all our shareholders."

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About Private & Commercial Finance Group plc (www.pcfg.co.uk)

Established in 1994, Private & Commercial Finance Group plc is an AIM quoted finance house which has two main operating divisions:

• Consumer Finance which provides finance for motor vehicles to consumers; and

• Business Finance which provides finance for vehicles, plant and equipment to SMEs.

The Group has a highly efficient and scalable business model, utilising its specially developed internet-based proposal system to service national networks of brokers and suppliers.