Terms of the Open Offer

17 October 2012

Private & Commercial Finance Group plc

Terms of the Open Offer

Further to the announcement on 16 October 2012, Private & Commercial Finance Group plc ("PCFG", the "Group" or the "Company") is pleased to confirm the following terms of the Open Offer.

Defined terms used in the Prospectus published by the Company on 16 October 2012 shall apply in this announcement.

Expected Timetable of Principal Events

Qualifying Shareholder entitlement

Subject to the terms and conditions of the Open Offer set out in the prospectus published by the Company on 16 October 2012, (and, where relevant, in the application form posted to Qualifying Shareholders on the same date), Qualifying Shareholders are being given the opportunity to apply for Convertible Loan Notes at the Issue Price (payable in full on application and free of all expenses) up to a maximum of their pro rata entitlement. This will be calculated on the basis of:

£1 nominal of Convertible Loan Notes for every 14 Ordinary Shares

in each case registered in the name of each Qualifying Shareholder at the Record Date and so in proportion for any other number of Ordinary Shares then registered. Open Offer Entitlements will be rounded down to the nearest whole £1 nominal of Convertible Loan Notes and any fractional entitlements will not be allocated but will be aggregated and sold for the benefit of the Company under the Excess Application Facility. Holdings of Ordinary Shares in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different designations, in different accounts and holdings of Ordinary Shares and Convertible Loan Notes.

Applications by Qualifying Shareholders will be satisfied in full up to the amount of their individual Open Offer Entitlement.

Qualifying Loan Noteholder entitlement

Subject to the terms and conditions of the Open Offer set out in the prospectus published by the Company on 16 October 2012 (and, where relevant, in the application form posted to Qualifying Loan Noteholders on the same date), Qualifying Loan Noteholders are being given the opportunity to apply for Convertible Loan Notes at the Issue Price (payable in full on application and free of all expenses) up to a maximum of their pro rata entitlement. This will be calculated by reference to the number of Ordinary Shares which such Qualifying Loan Noteholders would have held had their Existing Loan Notes been converted into Ordinary Shares immediately prior to the Record Date on the basis of:

£1 nominal of Convertible Loan Notes for every 14 Ordinary Shares

(each Existing Listed Loan Note being deemed to have converted into 1.315789474 Ordinary

Shares)

and/or

£1 nominal of Convertible Loan Notes for every 14 Ordinary Shares

(each Existing Unlisted Loan Note being deemed to have converted into 4 Ordinary Shares)

in each case registered in the name of each Qualifying Loan Noteholder at the Record Date and so in proportion for any other number of Existing Loan Notes then registered. Open Offer Entitlements will be rounded down to the nearest whole £1 nominal of Convertible Loan Notes and any fractional entitlements will not be allocated but will be aggregated and sold for the benefit of the Company under the Excess Application Facility. Holdings of Existing Loan Notes in certificated and uncertificated form will be treated as separate holdings for the purpose of calculating entitlements under the Open Offer, as will holdings under different designations, in different accounts and holdings of Ordinary Shares and Convertible Loan Notes.

Applications by Qualifying Loan Noteholders will be satisfied in full up to the amount of their individual Open Offer Entitlement.

Notes

Any investment decision regarding the open offer should be made only on the basis of the Prospectus.

This announcement does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase, any securities offered by the Company. Any application for securities in the Company pursuant to the open offer may be made solely on the basis of the Prospectus.