2 Sep 2009 07:00
Private & Commercial Finance Group plc
Placing of New Ordinary Shares
Notice of Extraordinary General Meeting
The Directors of Private & Commercial Finance Group plc ("PCFG" or "the Company"), the AIM quoted finance house, are pleased to announce the successful completion of a conditional placing by Daniel Stewart & Company plc ("Daniel Stewart") of 22,526,664 ordinary shares of 5 pence each in the capital of the Company (the "Placing Shares") at a placing price of 6 pence per Placing Share, raising approximately £1.35 million before expenses (the "Placing").
Background to and reasons for the Placing
In 1999, the Company raised £2,346,928 before expenses through the issue of convertible unsecured loan notes ("2009 Loan Notes") by way of a placing and open offer. The ability to convert 2009 Loan Notes into ordinary shares has now lapsed. In the Company's final results announcement released on 23 June 2009, PCFG announced that it had appointed Daniel Stewart to commence marketing replacement loan notes for the 2009 Loan Notes which fall due for repayment on 30 September 2009. The new loan notes ("New 2013 Loan Notes") offer a yield of 10 per cent. per annum and a conversion option at 25 pence per ordinary share. On 3 August 2009, the Company announced that Daniel Stewart had successfully placed 389,648 New 2013 Loan Notes raising £389,648 before expenses.
In order to assist in funding the balance of the repayment of the 2009 Loan Notes, PCFG instructed Daniel Stewart to undertake a placing of new ordinary shares.
Use of Proceeds
The net proceeds of the Placing will be used to assist in funding the repayment of the 2009 Loan Notes and to provide further additional working capital for the Company.
Details of the Placing
The Company is proposing to raise approximately £1.35 million (before expenses) by way of a conditional placing of the Placing Shares at 6p per share with certain institutional and other investors. The Placing Shares will represent 52.50 per cent. of the enlarged issued share capital of the Company.
The existing authority granted by shareholders to the Directors to allot shares for cash is insufficient to allow the issue of all of the Placing Shares. Therefore the Placing is subject to the passing of a resolution at an Extraordinary General Meeting ("EGM") of the Company which will allow the Directors sufficient authority to issue the Placing Shares (the "Resolution").
Under the terms of a placing agreement between the Company and Daniel Stewart, Daniel Stewart has agreed to use its reasonable endeavours to procure placees for the Placing Shares at the Placing Price. The placing agreement, is conditional, amongst other matters, on:
| (a) | Admission of the Placing Shares to trading on AIM occurring by not later than 8.00 a.m. on 28 September 2009 (or such later time and/or date as Daniel Stewart and the Company may agree but in any event not later than 5.30 p.m. on 30 September 2009) (“Admission”); |
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| (b) | the Resolution having been passed; and |
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| (c) | the obligations of Daniel Stewart not having been terminated prior to Admission |
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Conditional upon the passing of the Resolution, an application will be made to the London Stock Exchange for the Placing Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that trading in the Placing Shares will commence at 8.00 a.m. on 28 September 2009.
Director Shareholding
Scott Maybury, who is Chief Executive of the Company, has agreed to subscribe for 166,666 Placing Shares. On completion of the Placing, Mr. Maybury will hold 1,500,006 Ordinary Shares, representing 2.94 per cent. of the issued share capital.
Extraordinary General Meeting
A circular is being posted to shareholders today containing a notice of EGM to be held at The Atrium, 4 Millbank, London, SW1P 3JA at 11.00 a.m. on 25 September 2009. At the EGM, shareholders will be asked to consider the Resolution. An electronic copy of the circular can be downloaded from the Company's website at www.pcfg.co.uk.
Enquiries:
| Private & Commercial Finance Group plc | |
| Robert Murray / Scott Maybury | Tel: 020 7222 2426 |
| Hanson Westhouse Limited (Nominated Adviser) | |
| Tim Feather / Matthew Johnson | Tel: 0113 246 2610 |
| Daniel Stewart & Company plc (Broker) | |
| Martin Lampshire / Graham Webster | Tel: 020 7776 6550 |
| St Brides Media and Finance | |
| Felicity Edwards | Tel: 020 72361177 |
Notes to editors:
Private & Commercial Finance Group plc, which is authorised and regulated by the Financial Services Authority, is an independent AIM-listed finance house. The Group provides a carefully selected range of high quality equipment finance products tailored for both business and personal customers. The range extends from financing cars for consumers to leasing a wide range of vehicles & equipment to businesses.