Fri, 18th Sep 2015 07:00
18 September 2015
Private & Commercial Finance Group plc
("PCFG" or the "Company")
Transfer and Conversion of Securities
The Board of PCFG was informed on 17 September 2015 that Somers Limited ("Somers") has (1) transferred its entire holding of 15,553,800 ordinary shares of 5p each in the capital of the Company ("Ordinary Shares") to its wholly owned subsidiary company, Bermuda Commercial Bank Limited ("BCB"), and (2) also transferred to BCB its entire holding of 5,830,446 £1 nominal 6% Convertible Unsecured Loan Notes 2016 ("nominal 2016 CULS").
BCB's interests immediately following these transactions, which took place on 17 September 2015, are in 15,553,800 Ordinary Shares, representing 29.3% of the Company's issued ordinary share capital, and £8,500,446 nominal 2016 CULS.
Subsequent to these transactions, the Company received a conversion notice from BCB in respect of £7,500,000 nominal 2016 CULS, which have a conversion price of 8.5 pence per Ordinary Share, and therefore the above conversion will result in the issue of 88,235,294 new Ordinary Shares to BCB.
Following the conversion, BCB's interest will be in 103,789,094 Ordinary Shares, representing 73.4% of the Company's issued share capital (as enlarged by the issue of the new Ordinary Shares), and £1,000,446 nominal 2016 CULS.
Rule 9 Waiver
On 16 October 2012, PCFG published a circular ("the Circular") convening a General Meeting that was held on 2 November 2012 ("the GM"). A waiver of the obligation that would otherwise arise on BCB and its Concert Party (as defined in the Circular) to make a general offer to all other shareholders to acquire their shares pursuant to Rule 9 of the City Code on Takeovers and Mergers ("the Rule 9 Waiver" and "the Code" respectively), following any acquisition by BCB and its Concert Party of 30% or more of the voting rights in the Company, was approved by the Company's independent shareholders at the GM. The issue of 88,235,294 new Ordinary Shares to BCB upon conversion of £7,500,000 nominal 2016 CULS is in accordance with the terms of the Rule 9 Waiver.
The Board understands that BCB intends to convert its remaining holding of £1,000,446 nominal 2016 CULS into a further 11,769,953 new Ordinary Shares on or before 30 September 2015. The Rule 9 Waiver covers the conversion of a further £500,000 nominal 2016 CULS into new Ordinary Shares. Of BCB's remaining holding, the conversion of £500,446 nominal 2016 CULS into new Ordinary Shares is not, therefore, covered by the Rule 9 Waiver ("the BCB Non-Whitewash CULS") and this includes £467,524 nominal 2016 CULS subscribed for by BCB as announced on 23 September 2013 that were issued on 30 September 2013.
As previously referred to by the Company in its 23 September 2013 announcement, shareholders should, however, be aware that BCB and its Concert Party now hold Ordinary Shares carrying more than 50% of the voting rights in the Company and may, accordingly, increase their aggregate interests in Ordinary Shares without incurring any obligation under Rule 9 of the Code to make a general offer to all other shareholders to acquire their shares. The exercise of the conversion rights attached to BCB's remaining holding of nominal 2016 CULS (including its holding of BCB Non-Whitewash CULS) will not therefore result in an obligation on BCB and its Concert Party to make such an offer.
A further announcement in relation to conversion of BCB's remaining holding of nominal 2016 CULS will be made in due course. Copies of the Circular and the Company's announcement made on 23 September 2013 are available to view on the Company's website www.pcfg.co.uk.
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 88,235,294 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 Somers and BCB), 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 will be made for 88,235,294 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 24 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 141,349,910 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 141,349,910. 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.
For further information please contact:
Private & Commercial Finance Group plc
Scott Maybury, Chief Executive
Robert Murray, Managing Director
David Bull, Finance Director
Tel: +44 (0) 20 7222 2426
Chris Munden / Niall Walsh / Lucia Caprani
Tel: +44 (0) 20 7920 3150
Panmure Gordon (UK) Limited (NOMAD and Broker)
Fred Walsh / Peter Steel / Atholl Tweedie
Tel: +44 (0) 20 7886 2500
Westhouse Securities Limited (Joint Broker)
Tel: +44 (0) 20 7601 6100
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.