PCF.L Regulatory News (PCF)

1 Aug 2005 07:30

Private & Commercial Fin Group Plc01 August 2005 PRIVATE & COMMERCIAL FINANCE GROUP PLC PLACING AND UPDATE ON POTENTIAL OFFER The Directors of Private & Commercial Finance Group plc ("PCFG" or the"Company") are pleased to announce a placing of new shares to raise £950,000 andto provide an update on the discussions concerning a potential offer for theCompany. Placing Seymour Pierce, on the Company's behalf, has placed 3,800,000 ordinary shares of25p each at a price of 25p each (the "Placing Shares") with Fincorp InvestmentsLimited ("Fincorp") (the "Placing"). Fincorp is currently the beneficial holder of 575,000 ordinary shares in theCompany (representing 3.78 per cent. of the issued share capital). Following thePlacing, Fincorp will hold 4,375,000 ordinary shares (representing 23.03 percent. of the enlarged issued share capital). The Directors wish to emphasise that Fincorp is not the party referred to in theannouncement of 16 June 2005 as having made a tentative approach which might ormight not lead to an offer for the Company. As a consequence of the announcement on 16 June 2005, the Company was placed inan offer period under the City Code on Takeovers and Mergers (the "City Code").As a result of the provisions of Rule 21.1 of the City Code, an issue of shareswhilst a company is in an offer period requires the approval of shareholders ingeneral meeting. This requirement is normally waived by the Panel on Takeoversand Mergers (the "Panel") where it is acceptable to the offeror. The offeror hasconfirmed that the Placing is acceptable to it and the Panel has accordinglywaived the requirements of Rule 21.1. The Placing Shares will be issued and allotted under the Directors' existingauthorities to issue shares. Application will be made for the 3,800,000 new ordinary shares to be admitted totrading on AIM. It is expected that admission will occur on 4 August 2005. Update on potential offer As stated in the announcement of 16 June 2005, the Directors have received atentative approach over a potential offer for the Company. The position remainsunchanged and substantive discussions have not yet taken place nor are theyexpected to take place in the near future. Tony Nelson, Chief Executive of PCFG said: "We are delighted that Fincorp hascommitted to invest further in PCFG and welcome them as a major shareholder inthe Company. The new funds will allow us to grow our business finance divisionmore rapidly following its robust performance over the last six months. "We would have liked to offer the new shares to shareholders, but given that theplacing is at a premium to the current share price and that offers toshareholders involve significant costs and time, we believe it is in theCompany's best interests to carry out the placing. "On the subject of the potential offer for the Company, we are keen to reach theposition where either we receive an offer which can be recommended toshareholders or we can be free to concentrate on growing the business. The partywhich made the tentative approach has confirmed its wish to have substantivediscussions but, for reasons totally unrelated to the Company, is not in aposition to do so for the time being. On balance we feel that it is more inshareholders' interests to allow more time to put forward proposals than toterminate discussions." Enquiries: Private & Commercial Finance Group plc 020 7222 2426Scott Maybury Westhouse Securities LLP 0161 838 9140Tim Feather St Brides Media & Finance 020 7242 4477Isabel Crossley This information is provided by RNS The company news service from the London Stock Exchange