TIDMPCF TIDMTTM
RNS Number : 7520Z
Private & Commercial Fin Group Plc
17 March 2017
THIS ANNOUNCEMENT, INCLUDING THE APPICES AND THE INFORMATION
CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE
OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR
INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF
SOUTH AFRICA, JAPAN, NEW ZEALAND OR ANY JURISDICTION IN WHICH THE
SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT SHALL NOT CONSTITUTE AN
OFFER TO SELL OR ISSUE OR THE SOLICITATION TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE ANY ORDINARY SHARES OF PRIVATE & COMMERCIAL
FINANCE GROUP PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.
17 March 2017
Private & Commercial Finance Group plc
("PCFG", the "Company" or the "Group")
Proposed Placing and Open Offer
Change of dividend timetable
and
Notice of General Meeting
Proposed Placing to raise a minimum of GBP10.0 million for the
Company and Open Offer to raise up to GBP0.5 million
PCFG (AIM: PCF), the AIM-quoted specialist bank, today announces
a proposed placing to raise gross proceeds of not less than GBP10
million (the "Placing") through the issuance of new Ordinary Shares
of 5 pence each in the Company (the "Placing Shares"). It is
expected that the Placing Shares will be priced at, or around, 25
pence each (the "Issue Price"). The Company's majority Shareholder,
Bermuda Commercial Bank Limited ("BCB") has indicated that it (or
its parent company, Somers Limited) intends to subscribe for
Placing Shares in the Placing. In addition, certain Directors of
the Company are intending to subscribe for Placing Shares in the
Placing.
The net proceeds for the Placing will allow the Group to
maintain the level of regulatory capital and liquidity the Group is
required to hold as agreed with the PRA and FCA pursuant to the
Group's authorisation on 6 December 2016 for a banking licence. The
net proceeds will be used to purchase high quality liquid assets to
maintain predetermined liquidity ratios for retail deposit taking
and operate comfortably within the relevant regulatory capital
regime. The net proceeds will also provide adequate capital for
growth plans over the medium term as well as providing working
capital to support the costs of mobilisation, including IT
infrastructure.
The Placing will be conducted by way of an accelerated bookbuild
(the "Bookbuild"), which will be launched immediately following
this announcement in accordance with the Terms and Conditions set
out in Appendix II. Panmure Gordon (UK) Limited ("Panmure Gordon")
will be acting as nominated adviser and joint bookrunner, and
Stockdale Securities Limited ("Stockdale") will be acting as joint
bookrunner, in connection with the Bookbuild. The Placing will be
made to new and existing eligible institutional and other
investors, and the books are expected to close no later than 4.30
p.m. London time on 17 March 2017. Details of the number of Placing
Shares, the Issue Price and the approximate gross proceeds of the
Placing will be announced as soon as practicable after the closing
of the Bookbuild. The Placing will not be underwritten.
In addition to the Placing, in order to provide Qualifying
Shareholders with an opportunity to participate at the Issue Price,
the Company is intending to launch an open offer to all Qualifying
Shareholders to give them the opportunity to subscribe for new
Ordinary Shares ("Open Offer Shares") at the Issue Price to raise
up to GBP0.5 million, with the number of Open Offer Shares to be
determined following confirmation of the Issue Price. Qualifying
Shareholders subscribing for their full entitlement under the Open
Offer may also request further Open Offer Shares through an Excess
Application Facility. The Open Offer will not be underwritten. The
net proceeds of the Open Offer receivable by the Company will be
utilised to further support the bank mobilisation and the next
stage of the Group's development.
The terms and conditions of the Open Offer, including the Excess
Application Facility, will be set out in the Circular to
Shareholders, which will also include a notice convening a General
Meeting. The Circular will set out the reasons for, and provide
further information on, the Transaction, to explain why the Board
considers the Transaction to be in the best interests of the
Company and its Shareholders as a whole and why the Directors
unanimously recommend that Shareholders vote in favour of the
Resolutions. It is expected that the Circular will be dispatched on
or around 20 March 2017, and will also be available at this time on
the Company's website at www.pcfg.co.uk.
The Placing and Open Offer are conditional, inter alia, on the
approval of the relevant Resolutions by Shareholders at the General
Meeting to be held at 10.00 a.m. on 6 April 2017 at the Company's
offices at 105 - 108 Old Broad Street, London EC2N 1ER and on the
Admission of the New Shares to trading on AIM. It is expected that
Admission will become effective and that dealings in the New Shares
will commence at 8.00 a.m. on 7 April 2017.
BCB has indicated that it (or its parent company, Somers
Limited) intends to subscribe for Placing Shares in the Placing.
However, in order to maximise the number of Open Offer Shares
available under the Open Offer to Qualifying Shareholders, BCB,
together with the Directors, have indicated that they will not take
up any Ordinary Shares which may have been offered to them as part
of the Open Offer and will not subscribe for any Open Offer Shares.
The Open Offer Entitlements which could otherwise have been
available to BCB and the Directors under the Open Offer, being
approximately 70.8 per cent. of the total Open Offer Entitlements,
will be made available to Qualifying Shareholders under the Excess
Application Facility.
Dividends
After due consideration, the Directors have agreed that the
Placing Shares and the Open Offer Shares should be entitled to
receive the Company's final cash dividend of 0.1 pence per Ordinary
Share in respect of the 18 month period ended 30 September 2016. As
such, the dividend timetable as previously notified has been
amended. Under the revised dividend timetable, the Ordinary Shares
will be quoted ex the 2016 Final Dividend on Thursday 13 April
2017, and the record date for entitlement to participate in the
2016 Final Dividend will be Tuesday 18 April 2017. Further details
on the amended timetable in respect of the 2016 Final Dividend are
set out in Appendix I of this Announcement and will be set out in
the Circular. Pursuant to the terms and conditions of the Placing,
Placees are not entitled to receive the 2016 Scrip Dividend instead
of the 2016 Final Dividend. For the avoidance of doubt, Qualifying
Shareholders will be entitled to elect to receive the 2016 Scrip
Dividend instead of cash.
Commenting on the Transaction, Scott Maybury, Chief Executive
Officer of PCFG, commented:
"This capital will allow us to fund new business initiatives and
portfolio growth over the medium term and operate within the
predetermined capital and liquidity models agreed with the PRA and
FCA. Our Shareholders recognise the potential increase in scale
offered by the retail deposit-taking licence, with our targets set
at a portfolio size of GBP350m after three years and GBP750m after
five years, a significant increase on current levels of c.
GBP120m.
"We are also pleased to include an Open Offer element, allowing
Qualifying Shareholders to participate at the same price as
institutions. This Placing will also aid in providing additional
liquidity in the Company's shares, which is important as we
continue to grow and begin to engage with a wider audience and
shareholder base.
"I would also like to take this opportunity to thank our
majority shareholder, Bermuda Commercial Bank, for their continued
support and role in the Placing."
Further details of the Placing and Open Offer are set out in
Appendix I to this announcement. Your attention is also drawn to
the risk factors described in Appendix III. The capitalised terms
used in this announcement have the meaning set out in Appendix IV
to this announcement.
This announcement contains inside information for the purposes
of Article 7 of the Market Abuse Regulation (EU) No 596/2014
("MAR"). Market soundings, as defined in MAR, were taken in respect
of the Placing with the result that certain persons became aware of
inside information, as permitted by MAR. That inside information is
set out in this announcement and has been disclosed as soon as
possible in accordance with paragraph 7 of article 17 of MAR.
Therefore, those persons that received inside information in a
market sounding are no longer in possession of inside information
relating to the Company and its securities.
For more information, please contact:
Private & Commercial Finance Group plc Tel: +44 (0) 20 7222
2426
Scott Maybury, Chief Executive Officer
Robert Murray, Managing Director
David Bull, Finance Director
Panmure Gordon (UK) Limited Tel: +44 (0) 20 7886 2500
Corporate Finance
Atholl Tweedie / Adam James
Corporate Broking
Charles Leigh-Pemberton
Stockdale Securities Limited Tel: +44 (0) 20 7601 6100
Corporate Finance
Robert Finlay / Richard Johnson
Corporate Broking
Henry Willcocks
Tavistock Communications Limited Tel: +44 (0) 20 7920 3150
Jos Simson / Niall Walsh
IMPORTANT INFORMATION
No prospectus will be made available in connection with the
matters contained in this Announcement and no such prospectus is
required (in accordance with the Prospectus Directive) to be
published.
The information contained in this Announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed for any purpose on the information contained
in this Announcement or its accuracy, fairness or completeness.
Forward-Looking Statements
Certain statements in this Announcement may constitute
"forward-looking statements" within the meaning of legislation in
the United Kingdom, including (without limitation) those regarding
the Placing, the Open Offer and any other potential offering of
securities, the Group's financial position, business strategy,
products, plans and objectives of management for future operations,
and any statement preceded or followed by, or including, words such
as "target", "believe", "expect", "aim", "intend", "will", "may",
"anticipate", "would" or "could", or negatives of such words. Any
forward-looking statements are based on currently available
competitive, financial and economic data together with management's
views and assumptions regarding future events and business
performance as of the time the statements are made and are subject
to risks and uncertainties. We wish to warn you that there are some
known and unknown factors that could cause actual results to differ
materially from any future results, performance or achievements
expressed or implied by such forward-looking statements.
Reference should be made to those documents that PCFG shall file
from time to time or announcements that may be made by PCFG in
accordance with the London Stock Exchange AIM Rules for Companies
("AIM Rules") and the Disclosure and Transparency Rules ("DTRs"),
which contains and identifies other important factors that could
cause actual results to differ materially from those contained in
any projections or forward-looking statements. These
forward-looking statements speak only as of the date of this
announcement. All subsequent written and oral forward-looking
statements by or concerning PCFG are expressly qualified in their
entirety by the cautionary statements above. Except as may be
required under the AIM Rules or the DTRs or by relevant law in the
United Kingdom, PCFG does not undertake any obligation to publicly
update or revise any forward-looking statements because of new
information, future events or otherwise arising.
No statement in this Announcement is intended to be a profit
forecast and no statement in this Announcement should be
interpreted to mean that earnings per share of the Company for the
current or future financial years would necessarily match or exceed
the historical published earnings per share of the Company.
Panmure Gordon, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Panmure Gordon or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
Stockdale, which is authorised and regulated in the United
Kingdom by the FCA, is acting for the Company and for no one else
in connection with the Placing and will not be responsible to
anyone other than the Company for providing the protections
afforded to clients of Stockdale or for providing advice in
relation to the Placing, or any other matters referred to in this
Announcement.
No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability
is or will be accepted by or on behalf of the Company, Panmure
Gordon or by their affiliates or their respective agents,
directors, officers and employees as to, or in relation to, the
accuracy or completeness of this Announcement or any other written
or oral information made available to or publicly available to any
interested party or its advisers, and any liability therefor is
expressly disclaimed.
The Placing Shares to be issued pursuant to the Placing will not
be admitted to trading on any stock exchange other than to trading
on AIM.
Members of the public are not eligible to take part in the
Placing and no public offering of Placing Shares is being or will
be made.
Neither the content of the Company's website (or any other
website) nor the content of any website accessible from hyperlinks
on the Company's website (or any other website) is incorporated
into, or forms part of, this Announcement.
APPIX I
PROPOSED PLACING AND OPEN OFFER
Introduction
The Company has proposed to raise a minimum of GBP10 million
(before expenses) by way of a Placing with new institutional
investors (including Somers, the sole parent company of the
Company's majority Shareholder, BCB) and certain existing
Shareholders (including certain Directors) at the Issue Price.
In addition, in order to provide Shareholders who have not taken
part in the Placing with an opportunity to participate in the
proposed issue of New Shares, the Company is providing all
Qualifying Shareholders with the opportunity to subscribe for Open
Offer Shares to raise up to a further GBP0.5 million (before
expenses) for the Company at the Issue Price. Shareholders
subscribing for their full entitlement under the Open Offer may
also request additional Open Offer Shares through the Excess
Application Facility.
In order to maximise the number of Open Offer Shares available
under the Open Offer to Qualifying Shareholders, BCB, the Company's
majority Shareholder and the Directors have indicated that they
will not take up any Ordinary Shares which may have been offered to
them as part of the Open Offer and will not subscribe for any Open
Offer Shares. The Open Offer Entitlements which could otherwise
have been made available to BCB and the Directors under the Open
Offer will be made available to Qualifying Shareholders under the
Excess Application Facility.
The Company has also been informed by the Somers Group that it
recognises that, over time, PCFG may require further capital in
order to take full advantage of suitable opportunities that may
present themselves to PCFG, and the Somers Group shall continue to
assess its overall interest in the Company to enhance value for all
Shareholders.
The net proceeds for the Transaction will allow the Group to
maintain the level of regulatory capital and liquidity the Group is
required to hold as agreed with the PRA and FCA pursuant to the
Group's authorisation on 6 December 2016 for a banking licence. The
net proceeds will be used to purchase high quality liquid assets to
maintain predetermined liquidity ratios for retail deposit taking
and operate comfortably within the relevant regulatory capital
regime. The net proceeds will also provide adequate capital for
growth plans over the medium term as well as providing working
capital to support the costs of mobilisation, including IT
infrastructure.
The issue of the Placing Shares and the Open Offer Shares is
conditional, inter alia, on the passing by Shareholders of the
Resolutions at the General Meeting for the purposes of authorising
the Directors to allot the Placing Shares and/or the Open Offer
Shares (as the case may be) and to dis-apply statutory pre-emption
rights in relation thereto. The Open Offer is conditional on the
Placing. The formal Notice of Meeting will be set out in the
Circular.
Background to and reasons for the Transaction
The Group received notification on 6 December 2016 that its
application for a banking licence had been successful and it was
authorised as a bank.
The Group has chosen the 'mobilisation route' to authorisation.
This involves the granting of the banking licence with restriction,
which requires the delivery of a number of predetermined tasks and
actions in accordance with an agreed project plan to be completed
within 12 months. The Group chose this route to ensure, as far as
possible, certainty of outcome before incurring the substantial
infrastructure costs of operating as a bank. These costs cover
areas such as an enhanced governance framework (including the
recruitment of additional independent non-executive Directors with
financial services and banking experience), additional staff
resource and new technology platforms. The project plan is well
underway and the Group expects to mobilise the bank in summer
2017.
Initially, the bank will support the Group's existing chosen
markets of consumer motor finance and SME asset finance, with scope
to grow both these areas by utilising the anticipated cheaper cost
of funds and more flexible nature of a retail depositor base. The
growth in the portfolio will continue to be based on prudent
lending, with credit risk appetite focussing on increasing volumes
by operating in the prime sector of both markets.
Access to the retail deposit market will provide the Group with
a lower cost funding resource in excess of that available from
wholesale bank debt, allowing the Group to scale the portfolio. The
Group's target savings market (being UK-domiciled,
middle-to-older-aged savers) is estimated to be worth approximately
GBP154 billion, with the average retail savings account deposited
with the Group expected to be around GBP40,000. The Group will
still retain an element of wholesale bank debt to maintain a
diversified treasury model, mitigating risk in times of economic
uncertainty. Once the bank is established, the Board will assess
its options for extending the Group's range of financial products
and markets.
Strategic objectives
The Group's strategic objectives at the end of the first three
years following the commencement of retail deposit taking are to
achieve the following targets:
-- RoE after tax of 12.5 per cent.;
-- NIM of 8 per cent. (the Group's NIM was approximately 9.0 per
cent. in the 12 months ended 30 September 2016);
-- portfolio of loans and receivables of GBP350 million; and
-- retail deposits of GBP250 million.
The Group's strategic objectives for the first five years
following the commencement of retail deposit taking are to achieve
the following targets:
-- RoE after tax of 17.5 per cent.;
-- NIM of 8 per cent.;
-- portfolio of loans and receivables of GBP750 million;
-- retail deposits of GBP500 million; and
-- the addition of securitisation to the Group's funding techniques.
Use of proceeds
The net proceeds for the Transaction will allow the Group to
maintain the level of regulatory capital and liquidity the Group is
required to hold as agreed with the PRA and FCA pursuant to the
Group's authorisation on 6 December 2016 for a banking licence.
The net proceeds will be used to purchase high quality liquid
assets to maintain predetermined liquidity ratios for retail
deposit taking and operate comfortably within the relevant
regulatory capital regime. The net proceeds will also provide
adequate capital for growth plans over the medium term as well as
providing working capital to support the costs of mobilisation,
including IT infrastructure.
Details of the Transaction
Dividends
The New Shares will, when issued and fully paid, rank pari passu
in all respects with the Existing Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid on or in respect of such Existing Ordinary Shares after
Admission.
At the Company's annual general meeting on 10 March 2017, the
Shareholders approved the 2016 Final Dividend and granted the
Directors authority to offer Shareholders the opportunity to elect
to receive new Ordinary Shares credited as fully paid instead of
cash in respect of all or part of any dividend, including in
relation to the 2016 Final Dividend (the "2016 Scrip
Dividend").
After due consideration, the Directors have agreed that the
Placing Shares and the Open Offer Shares should also be entitled to
receive the 2016 Final Dividend. Qualifying Shareholders who
subscribe for Open Offer Shares pursuant to the Open Offer may also
elect to receive new Ordinary Shares credited as fully paid instead
of cash in respect of all or part of the 2016 Final Dividend
payable in respect of their current Ordinary Shares and/or in
respect of their Open Offer Shares. Pursuant to the terms and
conditions of the Placing, Placees are not entitled to receive the
2016 Scrip Dividend instead of the 2016 Final Dividend.
The new timetable for the 2016 Final Dividend and 2016 Scrip
Dividend is as follows:
Date on which the Ordinary Thursday 13 April 2017
Shares quoted ex the 2016
Final Dividend
Record date for entitlement Tuesday 18 April 2017
to participate in the 2016
Final Dividend
2016 Scrip Dividend share Friday 21 April 2017
price set
Latest date for submission Tuesday 25 April 2017
of Scrip Dividend Mandate
Forms
2016 Final Dividend payment Tuesday 16 May 2017
date/first day of dealing
in new Ordinary Shares relating
to elections to receive the
2016 Scrip Dividend
Further details on the amended timetable in respect of the 2016
Final Dividend and the 2016 Scrip Dividend will be set out in the
Circular.
Placing
On 17 March 2017 the Company entered into a placing agreement
with Panmure Gordon and Stockdale, under which each of Panmure
Gordon and Stockdale has agreed to use its reasonable endeavours,
as agents for the Company, to procure Placees for the Placing
Shares at the Issue Price on the terms of the Placing
Agreement.
The Placing is conditional, inter alia, on the following:
(i) the Resolutions being passed at the General Meeting;
(ii) the Placing Agreement not being terminated prior to
Admission and otherwise having become unconditional in all
respects; and
(iii) Admission having become effective on or before 8.00 a.m.
on 7 April 2017 (or such later date and/or time as the Company,
Panmure Gordon and Stockdale may agree, being no later than 14
April 2017).
The Placing Agreement contains warranties from the Company in
favour of Panmure Gordon and Stockdale in relation to, inter alia,
the accuracy of the information in this Announcement and other
documents and other matters relating to the Company and its
business. In addition, the Company has agreed to indemnify each of
Panmure Gordon and Stockdale in relation to certain liabilities it
may incur in respect of the Placing. Each of Panmure Gordon and
Stockdale have the right to terminate the Placing Agreement in
certain circumstances, in particular in the event of a breach of
the warranties.
The Placing Shares will, when issued and fully paid, rank pari
passu in all respects with the Ordinary Shares in issue at that
time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
For the avoidance of doubt, the Placing Shares will be entitled to
receive the 2016 Final Dividend. The Placing Shares are not subject
to clawback and are not part of the Open Offer. The Placing is not
underwritten.
Open Offer
Subject to the fulfilment of the conditions set out below and as
further detailed in the Circular, Qualifying Shareholders may
subscribe for Open Offer Shares at the Issue Price in proportion to
their holding of Existing Ordinary Shares held on the Open Offer
Record Date. Shareholders subscribing for their full entitlement
under the Open Offer may also request additional Open Offer Shares
as an Excess Entitlement, up to the total number of Open Offer
Shares available to Qualifying Shareholders under the Open
Offer.
The Open Offer is conditional, inter alia, on the following:
(i) the Resolutions being passed at the General Meeting;
(ii) the Placing Agreement not being terminated prior to
Admission and otherwise having become unconditional in all
respects; and
(iii) Admission becoming effective on or before 8.00 a.m. on 7
April 2017 (or such later date and/or time as the Company, Panmure
Gordon and Stockdale may agree, being no later than 14 April
2017).
The Open Offer Shares will, when issued and fully paid, rank
pari passu in all respects with the Ordinary Shares in issue at
that time, including the right to receive all dividends and other
distributions declared, made or paid after the date of Admission.
For the avoidance of doubt, the Open Offer Shares will be entitled
to receive the 2016 Final Dividend. The Open Offer is not
underwritten.
In order to maximise the number of Open Offer Shares available
under the Open Offer to Qualifying Shareholders, BCB, the Company's
majority Shareholder, and the Directors have indicated that they
will not take up any Ordinary Shares which may have been offered to
them as part of the Open Offer and will not subscribe for any Open
Offer Shares. The Open Offer Entitlements which could otherwise
have been available to BCB and the Directors under the Open Offer,
being approximately 70.8 per cent. of the Open Offer Entitlements),
will be made available to Qualifying Shareholders under the Excess
Application Facility.
Further details on the Open Offer and the terms and conditions
of the Open Offer will be set out in the Circular to be dispatched
to Shareholders on or around 20 March 2017.
Current trading and outlook
PCFG notified its preliminary results for the 18 months ended 30
September 2016 through the Regulatory Information Service on 8
December 2016, and published its latest Annual Report and Financial
Statements for the 18 months ended 30 September 2016 on 25 January
2017. Please refer to the Group's announcement as notified through
the Regulatory Information Service and made available on PCFG's
website at: www.pcfg.co.uk.
Financial highlights for the period included:
-- underlying profit before tax for the 18 months ended 30
September 2016 was GBP5.6 million, before adjustment for GBP0.5
million of bank set-up costs;
-- profit before tax for the 18 months ended 30 September 2016 was GBP5.1 million;
-- underlying profit before tax for the 12 months ended 30
September 2016 was up 38 per cent. to GBP4.0 million (2015: GBP2.9
million);
-- profit before tax for the 12 months ended 30 September 2016
was up 29 per cent. to GBP3.6 million (2015: GBP2.8 million);
-- fully diluted earnings per Ordinary Share for the 18 months
ended 30 September 2016 was up 19 per cent. to 1.9p (2015:
1.6p);
-- return on average assets increased by 15 per cent. to 3.1 per
cent. (2015: 2.7 per cent.);
-- fully diluted after-tax return on equity was stable at 13.0
per cent. (2015: 12.9 per cent.) on a larger capital base;
-- GBP28.2 million of unearned finance charges to contribute to
earnings in future years (2015: GBP25.7 million); and
-- the Directors recommended a dividend of 0.1 pence per Ordinary Share.
PCFG notified its most recent trading update on 10 March 2017.
The Board was pleased to report that trading in the first five
months of the financial year was in line with management
expectations.
New business originations in the five months to 28 February 2017
were 11.3 per cent. ahead of the comparative period in the prior
year at GBP28.2m (2016: GBP25.3m), while portfolio quality and
performance were maintained at the previous high levels. The
portfolio of receivables has grown to GBP127m (2016: GBP122m). The
Company's key profitability indicators of return on average assets
and return on equity continued to meet the Board's targets. These
medium term targets remain unchanged at 2.5 per cent. and 12.5 per
cent. respectively as the Company builds the bank and fully
leverages the infrastructure.
The Group's primary objective is to complete full mobilisation
of the bank and the project is on track for delivery in summer
2017. The key mobilisation tasks of governance arrangements,
implementing a risk, liquidity and capital management framework,
key function recruitment and recovery and resolution planning are
well advanced. Also, the banking technology and infrastructure
workstreams have recently moved into the testing phase. The Company
continues to make good progress and is working closely with the PRA
and FCA to achieve the lifting of restrictions ahead of taking
retail deposits.
The Directors believe that it is a testament to the team that
the mobilisation process has not distracted from organic growth,
and there are a number of new business initiatives which the
Company will update Shareholders on in more detail in due course.
The Directors believe that the banking licence will greatly expand
PCFG's addressable lending market and thereby provide a significant
increase in scale, with a target portfolio of GBP350m in three
years and GBP750m in five years which the Board believes will,
together with the Company's continued focus on operational success
and efficiencies, ultimately deliver superior profitability.
General Meeting
The Directors require the authority of Shareholders in order to
allot the New Shares free of statutory pre-emption rights. The
Circular will contain a notice convening a General Meeting to be
held at the offices of the Company on 6 April 2017 at 10.00 a.m. in
order to consider and, if thought appropriate, pass the Resolutions
to grant authority to allot the New Shares free of pre-emption
rights.
Expected timetable of principal events
Open Offer Record Date for Close of business 16 March 2017
entitlements under the Open
Offer
Announcement of the proposed 17 March 2017
Placing and Open Offer
Announcement of the Result 17 March 2017
of Placing
Ex-entitlement Date of the 7.00 a.m. 20 March 2017
Open Offer
Publication and posting of 20 March 2017
the Circular (including Notice
of General Meeting), Application
Forms and Forms of Proxy
Open Offer Entitlements and as soon as possible 22 March 2017
Excess Entitlements credited after 8.00 a.m.
to stock accounts of Qualifying
CREST Shareholders in CREST
Recommended latest time and 4.30 p.m. 30 March 2017
date for requesting withdrawal
of Open Offer Entitlements
and Excess Entitlements from
CREST
Latest time and date for depositing 3.00 p.m. 31 March 2017
Open Offer Entitlements and
Excess Entitlements into CREST
Latest time and date for splitting 3.00 p.m. 3 April 2017
Application Forms (to satisfy
bona fide market claims only)
Latest time and date for receipt 10.00 a.m. 4 April 2017
of Forms of Proxy
Latest time and date for receipt 11.00 a.m. 5 April 2017
of completed Application Forms
and payment in full under the
Open Offer or settlement of
relevant CREST instructions
(as appropriate)
General Meeting 10.00 a.m. 6 April 2017
Announcement of the results 6 April 2017
of the General Meeting and
Open Offer
Admission and commencement 8.00 a.m. 7 April 2017
of dealings in New Shares
New Shares in uncertificated As soon as possible 7 April 2017
form expected to be credited after 8.00 a.m.
to accounts in CREST
Despatch of definitive share Within 10 business days of Admission
certificates for the New Shares
in certificated form
If any of the details contained in the timetable above should
change, the revised time and dates will be notified to Shareholders
by means of a Regulatory Information Service (as defined in the AIM
Rules) announcement.
In this Announcement, all references to times and dates are to
times and dates in London, United Kingdom. The timetable above
assumes that the Resolutions are passed at the General Meeting
without adjournment.
APPIX II
TERMS AND CONDITIONS OF THE PLACING
IMPORTANT INFORMATION FOR PLACEES ONLY REGARDING THE
PLACING.
THIS ANNOUNCEMENT, INCLUDING THIS APPIX II (TOGETHER, THE
"ANNOUNCEMENT") AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED
AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA,
JAPAN OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED
BY THE COMPANY, PANMURE GORDON AND STOCKDALE TO INFORM THEMSELVES
ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER OR
INVITATION TO UNDERWRITE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY
SECURITIES IN THE COMPANY.
EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL,
TAX, BUSINESS AND RELATED ASPECTS OF A SUBSCRIPTION FOR THE PLACING
SHARES.
Persons (including individuals, funds or otherwise) who have
chosen to participate in the Placing, by making an oral or written
offer to subscribe for Placing Shares, will be deemed to have read
and understood the Announcement, including this Appendix II in its
entirety and to be making such offer on the terms and conditions,
and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix
II.
In this Appendix II, unless the context otherwise requires,
"Placee" means a person (including individuals, funds or others) by
whom or on whose behalf a commitment to subscribe for Placing
Shares has been given. In particular, each such Placee represents,
warrants and acknowledges that:
1. it will acquire, hold, manage or dispose of any Placing
Shares that are allocated to it for the purposes of its
business;
2. in the case of any Placing Shares acquired by it as a
financial intermediary, as that term is used in Article 3(2) of the
Prospectus Directive, (i) the Placing Shares acquired by it in the
Placing have not been acquired on behalf of, nor have they been
acquired with a view to their offer or resale to, persons in any
Member State of the European Economic Area which has implemented
the Prospectus Directive other than Qualified Investors or in
circumstances in which the prior consent of Panmure Gordon and
Stockdale has been given to the offer or resale; or (ii) where
Placing Shares have been acquired by it on behalf of persons in any
member state of the EEA other than Qualified Investors, the offer
of those Placing Shares to it is not treated under the Prospectus
Directive as having been made to such persons;
3. (a) (i) it is not in the United States and (ii) it is not
acting for the account or benefit of a person in the United States,
unless in the case of this clause (ii) it is acting with full
investment discretion for such person or, if such person is a
corporation or partnership, the person agreeing to purchase the
Placing Shares is an employee of such person authorised to make
such purchase; (b) it is a dealer or other professional fiduciary
in the United States acting on a discretionary basis for a non-US
person (other than an estate or trust) in reliance on Regulation S;
(c) it is otherwise acquiring the Placing Shares in an "offshore
transaction" meeting the requirements of Regulation S under the US
Securities Act of 1933, as amended (the 'Securities Act"); or (d)
it is a "qualified institutional buyer" (a "QIB") (as defined in
Rule 144A under the Securities Act) and it has duly executed an
investor letter in a form provided to it and delivered the same to
Panmure Gordon or Stockdale or their respective affiliates;
4. it is acquiring the Placing Shares for its own account or is
acquiring the Placing Shares for an account with respect to which
it exercises sole investment discretion and has the authority to
make and does make the representations, warranties, indemnities,
acknowledgements and agreements contained in this Announcement;
and
5. it understands (or, if acting for the account of another
person, such person understands) the resale and transfer
restrictions set out in this Appendix II.
The Company, Panmure Gordon and Stockdale will rely upon the
truth and accuracy of the foregoing representations,
acknowledgements and agreements.
Details of the Placing
Panmure Gordon and Stockdale have entered into an agreement with
Private & Commercial Finance Group plc (the "Placing
Agreement") under which, subject to the conditions set out in that
agreement, each of Panmure Gordon and Stockdale has agreed to use
its reasonable endeavours to procure subscribers for the Placing
Shares at the placing price that is to be determined as set out
below with certain institutional and other investors.
The Placing is conditional upon the Placing Agreement becoming
unconditional in all respects.
The Placing Shares will, when issued, rank pari passu in all
respects with the existing issued Ordinary Shares, including the
right to receive dividends and other distributions declared, made
or paid following Admission. In respect of the final cash dividend
of 0.1 pence per Ordinary Share in respect of the 18 month period
ended 30 September 2016, which is payable in May 2017, Placees are
required to receive such dividend in cash and not elect for the
scrip alternative and each Placee hereby waives any entitlement he
may otherwise have to such scrip alternative.
Application for admission to trading
Application will be made to the London Stock Exchange for
admission of the Placing Shares ("Admission") to trading on AIM. It
is expected that Admission will become effective and that dealings
in the Placing Shares will commence on AIM at 8.00 a.m. on 7 April
2017.
Participation in, and principal terms of, the Placing
Each of Panmure Gordon and Stockdale is arranging the Placing as
agent for and on behalf of the Company. Participation in the
Placing will only be available to Placees who may lawfully be, and
are, invited to participate by Panmure Gordon and/or Stockdale.
The Issue Price and the number of Placing Shares to be issued
will be agreed between Panmure Gordon, Stockdale and the Company
following completion of a bookbuilding exercise by Panmure Gordon
and Stockdale (the "Bookbuild"). The Issue Price and number of
Placing Shares will be announced on a Regulatory Information
Service following the completion of the Bookbuild.
Panmure Gordon and Stockdale will determine in their absolute
discretion the extent of each Placee's participation in the
Placing, which will not necessarily be the same for each Placee and
this will be confirmed orally by Panmure Gordon or Stockdale as
agent of the Company ("Confirmation"). No element of the Placing
will be underwritten. Confirmation will constitute an irrevocable
legally binding commitment upon that person (who will at that point
become a Placee) to subscribe for the number of Placing Shares
allocated to it at the Issue Price on the terms and conditions set
out in this Appendix II (a copy of the terms and conditions having
been provided to the Placee prior to or at the same time as such
oral confirmation) and in accordance with the Company's Articles of
Association. For the avoidance of doubt, the Confirmation
constitutes each Placee's irrevocable legally binding agreement,
subject to the Placing Agreement not having been terminated, to pay
the aggregate settlement amount for the Placing Shares to be
subscribed for by that Placee regardless of the total number of
Placing Shares (if any) subscribed for by any other
investor(s).
Panmure Gordon and Stockdale reserve the right to scale back the
number of Placing Shares to be subscribed by any Placee in the
event of an oversubscription under the Placing. Panmure Gordon and
Stockdale also reserve the right not to accept offers for Placing
Shares or to accept such offers in part rather than in whole.
Each Placee will be required to pay, to Panmure Gordon or
Stockdale on the Company's behalf, the Issue Price for each Placing
Share agreed to be acquired by it under the Placing in accordance
with the terms set out herein. Each Placee's obligation to acquire
and pay for Placing Shares under the Placing will be owed to
Panmure Gordon or Stockdale and the Company. Each Placee has an
immediate, separate, irrevocable and binding obligation, owed to
Panmure Gordon or Stockdale, to pay to it (or as it may direct) in
cleared funds an amount equal to the product of the Issue Price and
the number of Placing Shares for which such Placee has agreed to
subscribe. Each Placee will be deemed to have read and understood
this Appendix II in its entirety, and to have agreed to participate
in the Placing upon the terms and conditions contained in this
Appendix II, and to provide the representations, warranties,
agreements, acknowledgements and undertakings, in each case as
contained in this Appendix II. To the fullest extent permitted by
law and applicable Financial Conduct Authority ("FCA") rules (the
"FCA Rules"), (i) neither Panmure Gordon nor Stockdale, (ii) nor
any of their respective directors, officers, employees or
consultants, nor (iii) to the extent not contained within (i) or
(ii), any person connected with Panmure Gordon or Stockdale as
defined in the FCA Rules ((i), (ii) and (iii) being together
"affiliates" and individually an "affiliate"), shall have any
liability to Placees or to any person other than the Company in
respect of the Placing.
Irrespective of the time at which a Placee's participation in
the Placing is confirmed, settlement for all Placing Shares to be
acquired pursuant to the Placing will be required to be made at the
same time, on the basis explained below under "Registration and
Settlement".
Completion of the Placing will be subject to the fulfilment of
the conditions referred to below under "Conditions of the Placing"
and to the Placing not being terminated on the basis referred to
below under "Termination of the Placing Agreement". In the event
that the Placing Agreement does not become unconditional in any
respect or is terminated, the Placing (save to the extent already
completed) will not proceed and all funds delivered by the Placee
to Panmure Gordon or Stockdale in respect of the Placee's
participation will be returned to the Placee at the Placee's risk
without interest (save where Placing Shares have been validly
issued to Placees).
By participating in the Placing, each Placee agrees that its
rights and obligations in respect of the Placing will terminate
only in the circumstances described below and will not otherwise be
capable of rescission or termination by the Placee.
By participating in the Placing, each Placee is deemed to have
read and understood this Announcement, including this Appendix II,
in its entirety and to be making such offer on the terms and
conditions, and to be providing the representations, warranties,
acknowledgements, and undertakings contained in this Appendix
II.
To the fullest extent permissible by law, neither the Company,
Panmure Gordon, Stockdale nor any of their respective affiliates
shall have any liability to Placees (or to any other person whether
acting on behalf of a Placee or otherwise). In particular, neither
Panmure Gordon, Stockdale nor any of their respective affiliates
shall have any liability (including to the extent permissible by
law, any fiduciary duties) in respect of Panmure Gordon's or
Stockdale's conduct of the Bookbuild or of such alternative method
of effecting the Placing as Panmure Gordon, Stockdale and the
Company may agree.
Conditions of the Placing
The obligations of Panmure Gordon and Stockdale under the
Placing Agreement in respect of the Placing Shares are conditional
on, amongst other things:
(a) the Company having complied with its obligations under the
Placing Agreement (to the extent that such obligations fall to be
performed prior to Admission);
(b) the passing of the Resolutions at the General Meeting of the
Company being held on or about 6 April 2017; and
(c) Admission having occurred not later than 8.00 a.m. 7 April
2017 or such later date as the Company, Panmure Gordon and
Stockdale may agree, but in any event not later than 8.00 a.m. on
14 April 2017.
If (i) any of the conditions contained in the Placing Agreement
in relation to the Placing Shares are not fulfilled or waived by
Panmure Gordon and Stockdale by the respective time or date where
specified, (ii) any of such conditions becomes incapable of being
fulfilled or (iii) the Placing Agreement is terminated in the
circumstances specified below, the Placing will not proceed and the
Placee's rights and obligations hereunder in relation to the
Placing Shares shall cease and terminate at such time and each
Placee agrees that no claim can be made by the Placee in respect
thereof.
Panmure Gordon and Stockdale, at their discretion and upon such
terms as they think fit, may waive compliance by the Company with
the whole or any part of any of the Company's obligations in
relation to the conditions in the Placing Agreement. Any such
extension or waiver will not affect Placees' commitments as set out
in this Announcement.
Neither Panmure Gordon, Stockdale, the Company nor any other
person shall have any liability to any Placee (or to any other
person whether acting on behalf of a Placee or otherwise) in
respect of any decision they may make as to whether or not to waive
or to extend the time and/or the date for the satisfaction of any
condition to the Placing nor for any decision they may make as to
the satisfaction of any condition or in respect of the Placing
generally, and by participating in the Placing each Placee agrees
that any such decision is within the absolute discretion of Panmure
Gordon and Stockdale.
Termination of the Placing Agreement
Each of Panmure Gordon and Stockdale is entitled (but after,
where practicable, having consulted with the Company) at any time
before Admission, to terminate the Placing Agreement in relation to
their obligations in respect of the Placing Shares (save to the
extent already performed) by giving notice to the Company if,
amongst other things:
(a) the Company fails, in any material respect, to comply with
any of its obligations under the Placing Agreement; or
(b) any of the warranties given by the Company in the Placing
Agreement was untrue, inaccurate or misleading in any material
respect when made or has ceased to be true and accurate in a
material respect or has become misleading in a material respect by
reference to the facts and circumstances then subsisting; or
(c) an event of force majeure occurs or there is a material
adverse change in the financial position and/or prospects of the
Company or any member of the Group.
Upon such termination, the parties to the Placing Agreement
shall be released and discharged (except for any liability arising
before or in relation to such termination and save to the extent
already performed) from their respective obligations under or
pursuant to the Placing Agreement subject to certain
exceptions.
By participating in the Placing, Placees agree that the exercise
by Panmure Gordon or Stockdale of any right of termination or other
discretion under the Placing Agreement shall be within the absolute
discretion of Panmure Gordon or Stockdale and that it need not make
any reference to Placees and that it shall have no liability to
Placees whatsoever in connection with any such exercise or failure
so to exercise.
No prospectus
No offering document, prospectus or admission document has been
or will be submitted to be approved by the FCA or submitted to the
London Stock Exchange in relation to the Placing and Placees'
commitments will be made solely on the basis of the information
contained in this Announcement (including the Appendices) released
by the Company today.
Each Placee, by accepting a participation in the Placing, agrees
that the content of this Announcement (including the Appendices) is
exclusively the responsibility of the Company and confirms that it
has neither received nor relied on any other information,
representation, warranty, or statement made by or on behalf of the
Company, Panmure Gordon, Stockdale or any other person and neither
Panmure Gordon nor Stockdale nor the Company nor any other person
will be liable for any Placee's decision to participate in the
Placing based on any other information, representation, warranty or
statement which the Placees may have obtained or received. Each
Placee acknowledges and agrees that it has relied on its own
investigation of the business, financial or other position of the
Company in accepting a participation in the Placing. Nothing in
this paragraph shall exclude the liability of any person for
fraudulent misrepresentation.
Registration and settlement
Settlement of transactions in the Placing Shares following
Admission will take place within the system administered by
Euroclear UK & Ireland Limited ("CREST"), subject to certain
exceptions. The Company reserves the right to require settlement
for and delivery of the Placing Shares (or a portion thereof) to
Placees in certificated form if, in the opinion of Panmure Gordon
or Stockdale, delivery or settlement is not possible or practicable
within the CREST system or would not be consistent with the
regulatory requirements in the Placee's jurisdiction.
Participation in the Placing is only available to persons who
are invited to participate in it by Panmure Gordon or
Stockdale.
A Placee's commitment to acquire a fixed number of Placing
Shares under the Placing will be agreed orally with Panmure Gordon
or Stockdale and a contract note will be despatched as soon as
possible thereafter. Such agreement will constitute a legally
binding commitment on such Placee's part to acquire that number of
Placing Shares at the Issue Price on the terms and conditions set
out or referred to in this Appendix II and subject to the Company's
Articles of Association.
Following the close of the Bookbuild, each Placee allocated
Placing Shares in the Placing will be sent a trade confirmation in
accordance with the standing arrangements in place with Panmure
Gordon or Stockdale, stating the number of Placing Shares allocated
to it at the Issue Price, the aggregate amount owed by such Placee
to Panmure Gordon or Stockdale and settlement instructions.
Each Placee agrees that it will do all things necessary to
ensure that delivery and payment is completed in accordance with
the standing CREST or certificated settlement instructions that it
has in place with Panmure Gordon or Stockdale. Settlement should be
through Panmure Gordon against CREST ID: 83801 or through
Stockdale's settlement agent (CREST ID: LAMAY). For the avoidance
of doubt, Placing allocations will be booked with a trade date of
17 March 2017 and settlement date of 7 April 2017 for the Placing
Shares.
The Company will deliver the Placing Shares to the CREST
accounts operated by Panmure Gordon and/or Stockdale as agent for
the Company and Panmure Gordon and/or Stockdale will enter its
delivery (DEL) instruction into the CREST system. The input to
CREST by a Placee of a matching or acceptance instruction will then
allow delivery of relevant Placing Shares to that Placee against
payment. The Placing Shares will be held as nominee for the
relevant Placee.
It is expected that settlement will take place on 7 APril 2017
for the Placing Shares on a delivery versus payment basis.
Interest is chargeable daily on payments not received from
Placees on the due date in accordance with the arrangements set out
above at the rate of four per cent. per annum above the base
lending rate of the Bank of England, as determined by Panmure
Gordon and Stockdale.
Each Placee is deemed to agree that, if it does not comply with
these obligations, the Company may sell any or all of the Placing
Shares allocated to that Placee on such Placee's behalf and retain
from the proceeds, for the Company's account and benefit, an amount
equal to the aggregate amount owed by the Placee plus any interest
due. The relevant Placee will, however, remain liable for any
shortfall below the aggregate amount owed by it and may be required
to bear any stamp duty or stamp duty reserve tax (together with any
interest or penalties) which may arise upon the sale of such
Placing Shares on such Placee's behalf.
If Placing Shares are to be delivered to a custodian or
settlement agent, Placees should ensure that the trade confirmation
is copied and delivered immediately to the relevant person within
that organisation. Insofar as Placing Shares are registered in a
Placee's name or that of its nominee or in the name of any person
for whom a Placee is contracting as agent or that of a nominee for
such person, such Placing Shares should, subject as provided below,
be so registered free from any liability to UK stamp duty or stamp
duty reserve tax. Placees will not be entitled to receive any fee
or commission in connection with the Placing.
Representations and warranties
By participating in the Placing, each Placee (and any person
acting on such Placee's behalf) acknowledges, undertakes,
represents, warrants and agrees (as the case may be) with Panmure
Gordon, Stockdale and the Company, in each case as a fundamental
term of their application for Placing Shares, the following:
That it:
1. represents and warrants that it has read this Announcement,
including this Appendix II, in its entirety and that its
acquisition of Placing Shares is subject to and based upon all the
terms, conditions, representations, warranties, acknowledgements,
agreements and undertakings and other information contained herein,
and undertakes not to redistribute or duplicate this Announcement.
In addition it undertakes to accept the cash dividend of 0.1 pence
per Ordinary Share in respect of the 18 month period ended 30
September 2016, which is to be paid in May 2017, and not to elect
for the scrip alternative;
2. acknowledges that it has received this Announcement solely
for its use and has not redistributed or duplicated it;
3. acknowledges and agrees that no offering document, prospectus
or admission document has been or will be prepared in connection
with the Placing and represents and warrants that it has not
received a prospectus, admission document or other offering
document in connection with the Placing or the Placing Shares;
4. acknowledges that its participation in the Placing shall also
be subject to the provisions of the Placing Agreement and the
Articles of Association of the Company in force both before and
immediately after Admission;
5. acknowledges that the ordinary shares in the capital of the
Company are admitted to trading on AIM, and the Company is
therefore required to publish certain business and financial
information in accordance with the rules and practices of AIM
(collectively, the "Exchange Information"), which includes a
description of the nature of the Company's business and the
Company's most recent balance sheet and profit and loss account and
that it is able to obtain or access such Exchange Information
without undue difficulty and is able to obtain access to such
information or comparable information concerning any other publicly
traded company without undue difficulty;
6. acknowledges that neither Panmure Gordon, nor Stockdale nor
the Company nor any of their respective affiliates or any person
acting on behalf of any of them has provided, and will not provide,
it with any material regarding the Placing Shares or the Company
other than this Announcement; nor has it requested any of Panmure
Gordon, Stockdale, the Company, any of their respective affiliates
or any person acting on behalf of any of them to provide it with
any such information;
7. acknowledges that the content of this Announcement is
exclusively the responsibility of the Company and that neither
Panmure Gordon nor Stockdale nor any person acting on its
respective behalf has or shall have any liability for any
information, representation or statement contained in this
Announcement or any information previously published by or on
behalf of the Company and will not be liable for any Placee's
decision to participate in the Placing based on any information,
representation or statement contained in this Announcement or
otherwise. Each Placee further represents, warrants and agrees that
the only information on which it is entitled to rely and on which
such Placee has relied in committing itself to subscribe for the
Placing Shares is contained in this Announcement and any
information previously published by the Company by notification to
a Regulatory Information Service, such information being all that
it deems necessary to make an investment decision in respect of the
Placing Shares and that it has neither received nor relied on any
other information given or representations, warranties or
statements made by Panmure Gordon, Stockdale or the Company or
their respective affiliates and neither Panmure Gordon nor
Stockdale nor the Company nor their respective affiliates will be
liable for any Placee's decision to accept an invitation to
participate in the Placing based on any other information,
representation, warranty or statement. Each Placee further
acknowledges and agrees that it has relied on its own investigation
of the business, financial or other position of the Company in
deciding to participate in the Placing;
8. represents and warrants that it has neither received nor
relied on any inside information (as defined in Article 7 of MAR)
concerning the Company in accepting this invitation to participate
in the Placing;
9. acknowledges that neither Panmure Gordon nor Stockdale nor
any person acting on their behalf nor any of their respective
affiliates has or shall have any liability for any publicly
available or filed information, or any representation relating to
the Company, provided that nothing in this paragraph excludes the
liability of any person for fraudulent misrepresentation made by
that person;
10. represents and warrants that it has complied with its
obligations under the Criminal Justice Act 1993, MAR, and in
connection with money laundering and terrorist financing under the
Proceeds of Crime Act 2002, the Terrorism Act 2000 (as amended),
the Terrorism Act 2006 and the Money Laundering Regulations 2007
(the "Regulations") and any related or similar rules, regulations
or guidelines, issued, administered or enforced by any government
agency having jurisdiction in respect thereof and the Money
Laundering Sourcebook of the FCA and, if making payment on behalf
of a third party, that satisfactory evidence has been obtained and
recorded by it to verify the identity of the third party as
required by the Regulations;
11. if a financial intermediary, as that term is used in Article
3(2) of EU Directive 2003/71/EC, as amended (the "Prospectus
Directive") (including any relevant implementing measure in any
member state), represents and warrants that the Placing Shares
subscribed for by it in the Placing will not be acquired on a
non-discretionary basis on behalf of, nor will they be acquired
with a view to their offer or resale to, persons in a member state
of the European Economic Area which has implemented the Prospectus
Directive other than to qualified investors, or in circumstances in
which the prior consent of Panmure Gordon and Stockdale has been
given to the proposed offer or resale;
12. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the United
Kingdom, except to persons whose ordinary activities involve them
in acquiring, holding, managing or disposing of investments (as
principal or agent) for the purposes of their business or otherwise
in circumstances which have not resulted and which will not result
in an offer to the public in the United Kingdom within the meaning
of section 85(1) of FSMA;
13. represents and warrants that it has not offered or sold and
will not offer or sell any Placing Shares to persons in the
European Economic Area prior to Admission except to persons whose
ordinary activities involve them in acquiring, holding, managing or
disposing of investments (as principal or agent) for the purposes
of their business or otherwise in circumstances which have not
resulted in and which will not result in an offer to the public in
any member state of the European Economic Area within the meaning
of the Prospectus Directive;
14. represents and warrants that it has only communicated or
caused to be communicated and will only communicate or cause to be
communicated any invitation or inducement to engage in investment
activity (within the meaning of section 21 of FSMA) relating to the
Placing Shares in circumstances in which section 21(1) of FSMA does
not require approval of the communication by an authorised
person;
15. represents and warrants that it has complied and will comply
with all applicable provisions of FSMA with respect to anything
done by it in relation to the Placing Shares in, from or otherwise
involving, the United Kingdom;
16. represents and warrants that it is a person falling within
Article 19(5) and/or Article 49(2)(a) to (d) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended, or is a person to whom this Announcement may otherwise be
lawfully communicated;
17. acknowledges that any offer of Placing Shares may only be
directed at persons in member states of the European Economic Area
who are "qualified investors" within the meaning of Article 2(1)(e)
of the Prospectus Directive and represents and agrees that it is
such a qualified investor;
18. represents and warrants that it and any person acting on its
behalf is entitled to subscribe for Placing Shares under the laws
of all relevant jurisdictions which apply to it and that it has all
necessary capacity and has obtained all necessary consents and
authorities to enable it to commit to this participation in the
Placing and to perform its obligations in relation thereto
(including, without limitation, in the case of any person on whose
behalf it is acting, all necessary consents and authorities to
agree to the terms set out or referred to in this Announcement) and
will honour such obligations, and that its subscription of the
Placing Shares will be in compliance with applicable laws and
regulations in the jurisdiction of its residence, the residence of
the Company, or otherwise;
19. acknowledges and agrees that the Placing Shares have not
been and will not be registered under the Securities Act or with
any securities regulatory authority of any state or jurisdiction of
the United States, or the relevant Canadian, Japanese or Australian
securities legislation and therefore the Placing Shares may not be
offered, sold, transferred or delivered directly or indirectly into
the United States, Canada, Japan, Australia or their respective
territories and possessions, except subject to limited
exemptions;
20. warrants that it has complied with all relevant laws of all
relevant territories, obtained all requisite governmental or other
consents which may be required in connection with the Placing
Shares, complied with all requisite formalities and that it has not
taken any action or omitted to take any action which will or may
result in Panmure Gordon, Stockdale, the Company or any of their
respective directors, officers, agents, employees or advisers
acting in breach of the legal or regulatory requirements of any
territory in connection with the Placing;
21. acknowledges and agrees that its purchase of Placing Shares
does not trigger, in the jurisdiction in which it is resident or
located: (i) any obligation to prepare or file a prospectus or
similar document or any other report with respect to such purchase;
(ii) any disclosure or reporting obligation of the Company; or
(iii) any registration or other obligation on the part of the
Company;
22. undertakes that it (and any person acting on its behalf)
will make payment for the Placing Shares allocated to it in
accordance with this Announcement on the due time and date set out
herein, failing which the relevant Placing Shares may be placed
with other subscribers or sold as Panmure Gordon or Stockdale may
in its discretion determine and without liability to such
Placee;
23. acknowledges that neither Panmure Gordon nor Stockdale nor
any of their respective affiliates, nor any person acting on behalf
of any of them, is making any recommendations to it, advising it
regarding the suitability of any transactions it may enter into in
connection with the Placing, and that participation in the Placing
is on the basis that it is not and will not be a client of Panmure
Gordon or Stockdale for the purposes of the Placing and that
neither Panmure Gordon nor Stockdale has any duties or
responsibilities to it for providing the protections afforded to
its clients or for providing advice in relation to the Placing nor
in respect of any representations, warranties, undertakings or
indemnities contained in the Placing Agreement nor for the exercise
or performance of any of its rights and obligations thereunder
including any rights to waive or vary any conditions or exercise
any termination right;
24. undertakes that the person whom it specifies for
registration as holder of the Placing Shares will be (i) itself or
(ii) its nominee, as the case may be. Neither Panmure Gordon nor
Stockdale nor the Company will be responsible for any liability to
stamp duty or stamp duty reserve tax resulting from a failure to
observe this requirement. Each Placee and any person acting on
behalf of such Placee agrees to participate in the Placing and it
agrees to indemnify the Company, Panmure Gordon and Stockdale in
respect of the same on the basis that the Placing Shares will be
allotted to the CREST stock accounts of Panmure Gordon and/or
Stockdale who will hold them as nominee on behalf of such Placee
until settlement in accordance with its standing settlement
instructions;
25. acknowledges that these terms and conditions and any
agreements entered into by it pursuant to these terms and
conditions and any non-contractual obligations arising out of or in
connection with such agreements shall be governed by and construed
in accordance with the laws of England and Wales and it submits (on
behalf of itself and on behalf of any person on whose behalf it is
acting) to the exclusive jurisdiction of the English courts as
regards any claim, Placing dispute or matter arising out of any
such contract, except that enforcement proceedings in respect of
the obligation to make payment for the Placing Shares (together
with any interest chargeable thereon) may be taken by the Company,
Panmure Gordon or Stockdale in any jurisdiction in which the
relevant Placee is incorporated or in which any of its securities
have a quotation on a recognised stock exchange;
26. acknowledges that Panmure Gordon, Stockdale and their
respective affiliates will rely upon the truth and accuracy of the
representations, warranties and acknowledgements set forth herein
and which are irrevocable and it irrevocably authorises Panmure
Gordon and Stockdale to produce this Announcement, pursuant to, in
connection with, or as may be required by any applicable law or
regulation, administrative or legal proceeding or official inquiry
with respect to the matters set forth herein;
27. agrees to indemnify on an after tax basis and hold the
Company, Panmure Gordon and Stockdale and their respective
affiliates harmless from any and all costs, claims, liabilities and
expenses (including legal fees and expenses) arising out of or in
connection with any breach of the representations, warranties,
acknowledgements, agreements and undertakings in this Appendix II
and further agrees that the provisions of this Appendix II shall
survive after completion of the Placing;
28. represents and warrants that it will acquire any Placing
Shares subscribed for by it for its account or for one or more
accounts as to each of which it exercises sole investment Placing
discretion and it has full power to make the acknowledgements,
representations and agreements herein on behalf of each such
account;
29. acknowledges that its commitment to subscribe for Placing
Shares on the terms set out herein and in the relevant contract
notes will continue notwithstanding any amendment that may in
future be made to the terms of the Placing and that Placees will
have no right to be consulted or require that their consent be
obtained with respect to the Company's conduct of the Placing. The
foregoing representations, warranties and confirmations are given
for the benefit of the Company, Panmure Gordon and Stockdale. The
agreement to settle a Placee's subscription (and/or the
subscription of a person for whom such Placee is contracting as
agent) free of stamp duty and stamp duty reserve tax depends on the
settlement relating only to the subscription by it and/or such
person direct from the Company for the Placing Shares in question.
Such agreement assumes, and is based on a warranty from each
Placee, that neither it, nor the person specified by it for
registration as holder, of Placing Shares is, or is acting as
nominee or agent for, and that the Placing Shares will not be
allotted to, a person who is or may be liable to stamp duty or
stamp duty reserve tax under any of sections 67, 70, 93 and 96 of
the Finance Act 1986 (depositary receipts and clearance services).
If there are any such arrangements, or the settlement relates to
any other dealing in the Placing Shares, stamp duty or stamp duty
reserve tax may be payable. In that event, the Placee agrees that
it shall be responsible for such stamp duty or stamp duty reserve
tax, and neither of the Company, nor Panmure Gordon nor Stockdale
shall be responsible for such stamp duty or stamp duty reserve tax.
If this is the case, each Placee should seek its own advice and
notify Panmure Gordon or Stockdale accordingly;
30. understands that no action has been or will be taken by any
of the Company, Panmure Gordon, Stockdale or any person acting on
behalf of the Company, Panmure Gordon or Stockdale that would, or
is intended to, permit a public offer of the Placing Shares in any
country or jurisdiction where any such action for that purpose is
required;
31. in making any decision to subscribe for the Placing Shares,
confirms that it has knowledge and experience in financial,
business and international investment matters as is required to
evaluate the merits and risks of subscribing for the Placing
Shares. It further confirms that it is experienced in investing in
securities of this nature in this sector and is aware that it may
be required to bear, and is able to bear, the economic risk of, and
is able to sustain a complete loss in connection with the Placing.
It further confirms that it relied on its own examination and due
diligence of the Company and its associates taken as a whole, and
the terms of the Placing, including the merits and risks
involved;
32. represents and warrants that it has (i) made its own
assessment and satisfied itself concerning legal, regulatory, tax,
business and financial considerations in connection herewith to the
extent it deems necessary; (ii) had access to review publicly
available information concerning the Company that it considers
necessary or appropriate and sufficient in making an investment
decision; (iii) reviewed such information as it believes is
necessary or appropriate in connection with its subscription of the
Placing Shares; and (iv) made its investment decision based upon
its own judgment, due diligence and analysis and not upon any view
expressed or information provided by or on behalf of Panmure Gordon
or Stockdale;
33. understands and agrees that it may not rely on any
investigation that Panmure Gordon or Stockdale or any person acting
on their behalf may or may not have conducted with respect to the
Company, or the Placing and Panmure Gordon or Stockdale has not
made any representation to it, express or implied, with respect to
the merits of the Placing, the subscription for the Placing Shares,
or as to the condition, financial or otherwise, of the Company, or
as to any other matter relating thereto, and nothing herein shall
be construed as a recommendation to it to subscribe for the Placing
Shares. It acknowledges and agrees that no information has been
prepared by Panmure Gordon or Stockdale for the purposes of this
Placing;
34. accordingly it acknowledges and agrees that it will not hold
Panmure Gordon or Stockdale or any of their respective affiliates
or any person acting on their behalf responsible or liable for any
misstatements in or omission from any publicly available
information relating to the Company or information made available
(whether in written or oral form) in presentations or as part of
roadshow discussions with investors relating to the Company (the
"Information") and that neither Panmure Gordon nor Stockdale nor
any person acting on behalf of Panmure Gordon or Stockdale makes
any representation or warranty, express or implied, as to the
truth, accuracy or completeness of such Information or accepts any
responsibility for any of such Information; and
35. if the Placing Shares were offered to it in the United
States, represents and warrants that in making its investment
decision, (i) it has consulted its own independent advisers or
otherwise has satisfied itself concerning, without limitation, the
effects of United States federal, state and local income tax laws
and foreign tax laws generally and the US Employee Retirement
Income Security Act of 1974, the US Investment Company Act of 1940
and the Securities Act, (ii) it has received all information
(including the business, financial condition, prospects,
creditworthiness, status and affairs of the Company, the Placing
and the Placing Shares, as well as the opportunity to ask
questions) concerning the Company, the Placing and the Placing
Shares that it believes is necessary or appropriate in order to
make an investment decision in respect of the Company and the
Placing Shares, (iii) it is aware and understands that an
investment in the Placing Shares involves a considerable degree of
risk and no US federal or state or non-US agency has made any
finding or determination as to the fairness for investment or any
recommendation or endorsement of the Placing Shares, and (iv) it is
able to bear the economic risk of an investment in the Placing
Shares, is able to sustain a complete loss of the investment in the
Placing Shares and has no need for liquidity with respect to its
investment in the Placing Shares;
36. understands that the Placing Shares have not been and will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the
United States, and accordingly, may not be offered or sold or
otherwise transferred in the United States except pursuant to a
registration statement under the Securities Act or an exemption
from the registration requirements of the Securities Act and, in
connection with any such transfer, the Company shall be provided,
as a condition to transfer, with a legal opinion of counsel, in
form and by counsel reasonably satisfactory to the Company, that no
such Securities Act registration is or will be required and with
appropriate certifications by the transferee as to appropriate
matters.
37. it is not a Plan (which term includes (i) employee benefit
plans that are subject to Section 406 of the US Employee Retirement
Income Security Act of 1974, as amended ("ERISA"), or plans,
individual retirement accounts and other arrangements that are
subject to Section 4975 of the US Internal Revenue Code of 1986, as
amended (the "Code"), (ii) plans, individual retirement accounts
and other arrangements that are subject to provisions under
applicable US federal, state, local or other laws or regulations
that are substantially similar to Section 406 of the ERISA or
Section 4975 of the Code ('similar Laws") and (iii) entities the
underlying assets of which are considered to include "plan assets"
of such plans, accounts and arrangements) and are not purchasing
the Placing Shares on behalf of, or with the "plan assets" of, any
Plan;
38. it understands and agrees that there may be material tax
consequences to it of an acquisition or disposition of any of the
Placing Shares. Neither the Company nor Panmure Gordon nor
Stockdale gives any opinion or makes any representation with
respect to the tax consequences to the Placee under United States,
state, local or foreign tax law of the Placee's acquisition or
disposition of such securities. In particular, no determination has
been made whether the Company will be a "passive foreign investment
company" ("PFIC") within the meaning of Section 1291 of the United
States Internal Revenue Code;
39. if Placees are purchasing the Placing Shares outside the
United States, each Placee (and any person acting on such Placee's
behalf) agrees, represents and warrants as follows:
a. it is aware that the Placing Shares are being offered outside
the United States in reliance on Regulation S promulgated under the
Securities Act;
b. it is, at the time of the offer and acceptance of the Placing
Shares, outside the United States for the purposes of Regulation S;
and
c. it did not purchase or otherwise acquire the Placing Shares
based on or due to directed selling efforts (as defined in Rule 902
under the Securities Act), including based on an advertisement in a
publication with a general circulation in the United States, nor
has it seen or been aware of any activity that, to its knowledge,
constitutes directed selling efforts in the United States.
40. for Placees that are located in the United States, each such
Placee (and any person acting on such Placee's behalf) agrees,
represents and warrants as follows:
a. it is "qualified institutional buyer" (a "QIB"), as defined
in Rule 144A under the Securities Act, and (i) if acquiring the
Placing Shares as a fiduciary or agent for one or more investor
accounts, each owner of such account is a QIB, the Placee has full
investment discretion with respect to each account, and has full
power and authority to make the acknowledgements, representations
and agreements contained herein on behalf of each owner of such
account; and (ii) is acquiring the Placing Shares for its own
account, or for the account of a QIB for which it has full
investment discretion, in each case for investment purposes and not
with a view to, or for offer or sale in connection with, any
distribution (within the meaning of the United States securities
laws) of such Placing Shares;
b. it agrees that the Company may require a certification from
it in support of any transfer, in form and substance satisfactory
to the Company, and agrees that the Company, the registrar, CREST
or any transfer agent may reasonably require additional evidence or
documentation supporting compliance with applicable securities
laws, and prior to any sale or transfer, the Company may require
the delivery of such certifications, notifications, agreements and
warranties and legal opinions of duly qualified counsel as it may
reasonably require to confirm that the proposed sale or other
transfer complies with the foregoing restrictions;
c. it acknowledges that the Company reserves the right to make
inquiries of any holder of the Placing Shares or interests therein
at any time as to such person's status under US securities laws,
and to require any such person that has not satisfied the Company
that such person is holding appropriately under US securities laws
to transfer such Placing Shares or interests therein immediately to
the Company;
d. it is purchasing the Placing Shares for its own account or
for one or more investment accounts for which it is acting as a
fiduciary or agent, in each case for investment only, and not with
a view to or for sale or other transfer in connection with any
distribution of the Placing Shares in any manner that would violate
the Securities Act or otherwise cause the Company's assets to
become subject to ERISA;
e. it understands and acknowledges that neither the Company nor
any of its respective affiliates, makes any representation as to
the availability of any exemption under the Securities Act for the
reoffer, resale, pledge or transfer of the Placing Shares;
f. it agrees that the Placing Shares are "restricted securities"
for US securities law purposes which may not be deposited into any
unrestricted depositary facility established or maintained by a
deposited bank. As such, it agrees not to offer or sell the Placing
Shares to any person other than in compliance with the following
restrictions which apply to all its Placing Shares and which shall
be affixed in the form of a legend to any certificates of Placing
Shares:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE (OR ITS
PREDECESSOR) HAVE NOT BEEN REGISTERED UNDER THE US SECURITIES ACT
OF 1933, AS AMED (THE 'SECURITIES ACT") OR THE SECURITIES LAWS OF
ANY STATE OR OTHER JURISDICTION IN THE UNITED STATES, AND,
ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED, HEDGED OR OTHERWISE
TRANSFERRED, EXCEPT (A) IN AN OFFSHORE TRANSACTION MEETING THE
REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE
SECURITIES ACT (AND IS NOT ACTING IN A PREARRANGED TRANSACTION
RESULTING IN THE RESALE OF THESE SECURITIES INTO THE UNITED
STATES); (B) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144
UNDER THE SECURITIES ACT; (C) IN ACCORDANCE WITH ANOTHER EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT; OR (D)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT, SUBJECT, IN THE CASES OF CLAUSES (A), (B) AND (C),
TO THE RIGHT OF THE ISSUER TO OBTAIN, IF THE ISSUER SO REQUESTS, AN
OPINION, IN FORM AND SUBSTANCE AND FROM COUNSEL SATISFACTORY TO THE
ISSUER AT THE EXPENSE OF THE HOLDER OF THIS CERTIFICATE, WHICH
PROVIDES THAT SUCH OFFER, SALE, PLEDGE, HEDGE OR TRANSFER IS IN
COMPLIANCE WITH THE SECURITIES ACT AND ALL APPLICABLE SECURITIES
LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
JURISDICTION.
EXCEPT AS OTHERWISE DETERMINED BY THE ISSUER, THE SECURITIES
REPRESENTED BY THIS CERTIFICATE (OR ITS PREDECESSOR) MAY NOT BE
DEMATERIALISED INTO CREST OR ANY OTHER PAPERLESS SYSTEM UNLESS THE
PARTY REQUESTING SUCH DEMATERIALISATION FIRST OBTAINS A LETTER FROM
THE TRANSFERREE STATING THAT SUCH TRANSFERREE IS NOT ACTING IN A
PREARRANGED TRANSACTION RESULTING IN THE RESALE OF THESE SECURITIES
INTO THE UNITED STATES OR MAKES SUCH OTHER REPRESENTATIONS
REQUESTED BY THE ISSUER."
The Placee agrees, on its own behalf and on behalf of any
accounts for which the Placee is acting, that if the Placee should
offer, resell, pledge or otherwise transfer any Placing Shares, it
will do so only (i) in an offshore transaction meeting the
requirements of Rule 903 or 904 of Regulation S under the
Securities Act (and not in a prearranged transaction resulting in
the resale of such Placing Shares into the US), (ii) in a
transaction meeting the requirements of Rule 144 under the
Securities Act, (iii) in accordance with another exemption from the
registration requirements of the Securities Act, or (iv) pursuant
to an effective registration statement under the Securities Act,
provided that the Placee notify the Company of such proposed
transaction and that the Placee intends to make such sale in
accordance with the terms of this paragraph, and that, such offer,
resale, pledge or transfer must, and will, be made in accordance
with any applicable securities laws of any US state or other
jurisdiction of the US. The Placee understands and acknowledges
that any offer, resale, pledge or transfer made other than in
compliance with the restrictions contained in this paragraph may
not be recognised by the Company;
g. the Placing Shares shall only be eligible for settlement
through CREST if approved by the Company and if requested by the
Company, the purchaser provides a signed letter addressed to the
Company, containing certain representations regarding compliance
with United States securities laws;
h. it has not purchased the Placing Shares as a result of
"general solicitation" or "general advertising" (within the meaning
of Rule 502(c) under the Securities Act), including advertisements,
articles, research reports, notices or other communications
published in any newspaper, magazine, on a website or in or on any
similar media, or broadcast over radio or television, or any
seminar or meeting whose attendees have been invited by general
solicitation or general advertising; and
i. it will inform each purchaser who purchases the Placing
Shares from it of the transfer restrictions stated herein and that
if in the future such purchaser of Placing Shares decides to offer,
resell, pledge, or otherwise transfer such Placing Shares, any
offer, resale or transfer must be made in compliance with the
Securities Act.
The foregoing representations, warranties and confirmations are
given for the benefit of the Company, Panmure Gordon and
Stockdale.
In addition, Placees should note that they will be liable for
any stamp duty and all other stamp, issue, securities, transfer,
registration, documentary or other duties or taxes (including any
interest, fines or penalties relating thereto) payable outside the
United Kingdom by them or any other person on the subscription by
them of any Placing Shares or the agreement by them to subscribe
for any Placing Shares.
Each Placee and any person acting on behalf of each Placee
acknowledges and agrees that either Panmure Gordon, Stockdale or
any of their respective affiliates may, at their absolute
discretion, agree to become a Placee in respect of some or all of
the Placing Shares.
All times and dates in this Announcement may be subject to
amendment. Panmure Gordon or Stockdale shall notify the Placees and
any person acting on behalf of the Placees of any changes.
The past performance of the Company and its securities is not,
and should not be relied on as, a guide to the future performance
of the Company and its securities. Persons needing advice should
consult an independent financial adviser.
APPIX III
RISK FACTORS
Shareholders should be aware that an investment in the Company
is highly speculative and involves a high degree of risk. Before
making any investment decision, prospective investors should
carefully consider all the information contained in this document
including, in particular, the risk factors described below, which
are not presented in any order of priority and may not be
exhaustive.
The following risk factors are all those known by the Directors
which are considered to be material in their opinion. Additional
risks and uncertainties not currently known to the Directors, or
that the Directors currently deem immaterial, may also have an
adverse effect on the Group's business, financial condition and
results of operations.
General Risks
An investment in the Company is only suitable for investors
capable of evaluating the risks and merits of such investment and
who have sufficient resources to bear any loss that may result from
the investment. A prospective investor should consider with care
whether an investment in the Company is suitable for them in the
light of their personal circumstances and the financial resources
available to them. Investors are therefore strongly recommended to
consult an investment adviser authorised under FSMA, or such other
similar body in their jurisdiction, who specialises in advising on
investments of this nature before making their decision to
invest.
Investment in the Company should not be regarded as short term
in nature. There can be no guarantee that any appreciation in the
value of the Company's investments will occur or that the
commercial objectives of the Company will be achieved. Investors
may not get back the full amount initially invested.
The prices of shares and the income derived from them can go
down as well as up. Past performance is not necessarily a guide to
the future.
Risks relating to the Transaction
Investment in AIM Securities
An investment in shares traded on AIM may be less liquid and is
perceived to involve a higher degree of risk than an investment in
a company whose shares are listed on the Official List. Prospective
investors should be aware that the value of the Ordinary Shares may
go down as well as up and that the market price of the Ordinary
Shares may not reflect the underlying value of the Group. Investors
may therefore realise less than, or lose all of, their
investment.
AIM Rules
The AIM Rules are less onerous than those of the Official List.
Neither the FCA nor the London Stock Exchange has examined or
approved the contents of this Announcement. Shareholders and
prospective investors (as appropriate) should be aware of the risks
of investing in AIM quoted shares and should make the decision to
invest only after careful consideration and, if appropriate,
consultation with an independent financial adviser.
Dilution of ownership of Ordinary Shares
Shareholders' (who are not Placees) proportionate ownership and
voting interest in the Company will be reduced pursuant to the
Placing. In addition, to the extent that Shareholders do not take
up the offer of Open Offer Shares under the Open Offer, their
proportionate ownership and voting interest in the Company will be
further reduced and the percentage that their shareholdings
represent of the ordinary share capital of the Company will,
following Admission, be reduced accordingly. Subject to certain
exceptions, Shareholders with registered addresses in, or who are
resident or located in the United States and other Restricted
Jurisdictions will not be able to participate in the Open
Offer.
Volatility of share price
The trading price of the Ordinary Shares may be subject to wide
fluctuations in response to a number of events and factors, such as
variations in operating results, changes in financial estimates and
recommendations by securities analysts, the share price performance
of other companies that investors may deem comparable to the Group,
news reports relating to trends in the Group's markets, large
purchases or sales of Ordinary Shares, liquidity (or absence of
liquidity) in the Ordinary Shares, currency fluctuations,
legislative or regulatory changes and general economic conditions.
These fluctuations may adversely affect the trading price of the
Ordinary Shares, regardless of the Group's performance.
The following factors, in addition to other risks described in
this Appendix III, may have a significant effect on the market
price of the Ordinary Shares:
-- variations in operating results;
-- actual or anticipated changes in the estimates of operating
results or changes in stock market analyst recommendations
regarding the Ordinary Shares, other comparable companies or the
industry generally;
-- market conditions in the industry, the industries of
customers and the economy as a whole;
-- actual or expected changes in the Group's growth rates or competitors' growth rates;
-- changes in the market valuation of similar companies;
-- trading volume of the Ordinary Shares; and
-- adoption or modification of regulations, policies, procedures
or programs applicable to the Group's business. In addition, if the
stock market in general experiences loss of investor confidence,
the trading price of the Ordinary Shares could decline for reasons
unrelated to the Group's business, financial condition or operating
results. The trading price of the Ordinary Shares might also
decline in reaction to events that affect other companies in the
industry, even if such events do not directly affect the Group.
Each of these factors, among others, could harm the value of the
Ordinary Shares.
Future payment of dividends
There can be no assurance as to the level of future dividends
(if any). The declaration, payment and amount of any future
dividends of the Company are subject to the discretion of the
Directors and shareholders of the Company and will depend upon,
inter alia, the Company's earnings, financial position, cash
requirements and availability of profits as well as the provisions
of relevant laws and/or generally accepted accounting principles
from time to time.
Valuation of shares
The Issue Price has been determined by the Company and may not
relate to the Company's net asset value, net worth or any
established criteria or value. There can be no guarantee that the
Ordinary Shares will be able to achieve higher valuations or, if
they do so, that such higher valuations can be maintained.
Market perception
Market perception of the Company may change, potentially
affecting the value of investors' holdings and the ability of the
Company to raise further funds by the issue of further Ordinary
Shares or otherwise.
Suitability
A prospective investor should consider carefully whether an
investment in the Company is suitable in the light of his or her
personal circumstances and the financial resources available to him
or her. An investment in the Company involves a high degree of
risk. Prospective investors are advised to consult a person
authorised by the FCA (or, if outside the UK, another appropriate
regulatory body) before making their decision.
Business strategy
The implementation of the Group's strategy is subject to a
number of risks, including operational, financial, macroeconomic,
market, pricing and technological challenges. The success of the
Group's business model also requires obtaining significant numbers
of new customer bank accounts, either through new customer
acquisition or the Group's existing finance customers opening new
bank accounts. Implementing the Group's strategy will also require
management to make complex judgements, including anticipating
customer trends and needs across a range of financial products,
identifying suitable borrowers for the expansion of its loan book,
and structuring and pricing its products competitively. There also
can be no guarantee that the Group's technological infrastructure
will be adequate to support its planned growth, or that the Group
will be able to successfully augment its systems if required in a
timely manner, or at all.
Furthermore, the Group's strategy is based on, among other
things, certain financial expectations, including its ability to
raise new capital and/or debt, which in turn, could be impeded by
macroeconomic factors, including a downturn in the UK, European or
global economies, increased competition in the retail banking
sector and/or significant or unexpected changes in the regulation
of the financial services sector in the UK or Europe.
Moreover, in recent years, there has been an increased focus by
UK regulators on the appropriateness and sustainability of the
business models and growth strategies of regulated firms such as
PCFG. Regulators no longer focus exclusively on the financial
strength of regulated firms but also consider non-financial
resources, including governance and infrastructure, available to
the firm in assessing the sustainability of the business model and
whether it continues to meet regulatory requirements. In addition,
certain regulators have the power to restrict regulated firms'
ability to develop products or make material acquisitions. If the
Group's regulators believe that it does not have a sustainable
business model or does not meet any of the regulatory conditions,
they could remove or restrict the Group's operating licences and/or
the way in which it conducts its business.
The inability of the Group to implement its business strategy
for any of these reasons could have a material adverse effect on
its business, financial condition and results of operations.
Capital risk
The Group is subject to capital adequacy requirements
implemented by the PRA. If the Group fails to meet its minimum
regulatory capital requirements, this may result in administrative
actions or sanctions against it which could adversely impact its
business and, in particular, its reputation. The Group may also
experience increased requirements for capital as a result of new
regulations.
Effective management of the Group's capital is critical to its
ability to operate its business and to pursue its strategy. The
Directors set the Group's internal target amount of capital by
taking account of its own assessment of the risk profile of the
business, market expectations and regulatory requirements. If
regulatory requirements as to capital levels increase, driven by,
for example, new regulatory requirements or expectations, the Group
may be required to increase its capital ratios. The Group may also
need to increase its capital level in response to changing market
conditions or expectations. If the Group is unable to increase its
capital in response, it may no longer comply with regulatory
requirements or satisfy market expectations related to its capital
strength and, as a result, its business, financial condition, and
results of operations and prospects may be adversely impacted. Any
change that limits the Group's ability to effectively manage its
capital (including, for example, reductions in profits and retained
earnings as a result of credit losses, write-downs or otherwise,
increases in risk-weighted assets, delays in the disposal of
certain assets, or the inability to raise capital or funding
through wholesale markets as a result of market conditions or
otherwise) could have a material adverse effect on its business,
financial condition, results of operations, liquidity and/or
prospects.
Operational risk
The Group faces a wide range of risks in its business
activities. Management of such risks requires, among other things,
robust systems and processes, and guidelines and policies which
must be forward-looking, clearly articulated, documented and
communicated throughout the business for the accurate
identification and control of a large number of transactions and
events. Such systems and processes, and guidelines and policies
must also be continually reviewed and updated and effectively
communicated to all personnel to ensure that resources, governance
and infrastructure are appropriate for the increasing size and
complexity of the business.
Risk management requires senior management to make complex
judgements, including decisions (based on assumptions about
economic factors) about the level and types of risk that the Group
is willing to accept in order to achieve its business objectives,
the maximum level of risk the Group can assume before breaching
constraints determined by regulatory capital and liquidity needs
and its regulatory and legal obligations, including, among others,
from a conduct and prudential perspective. Given these
complexities, and the dynamic environment in which the Group
operates, there is a risk that the decisions made by senior
management may not be appropriate or yield the results expected or
that senior management may be unable to recognise emerging risks
for the Group quick enough to take appropriate action in a timely
manner.
Risk management also involves the use of risk models which are
mathematical representations of business systems designed to help
describe, predict, experiment with or optimise decisions and
scenarios used throughout the business. There is a risk that an
adverse outcome occurs as a direct result of weaknesses or failures
in the design or use of any such a model.
If the Group is unable to implement its business strategy or
effectively manage the risks it faces, its reputation, its
business, financial condition, results of operations and prospects
could be materially adversely affected.
Controlling Shareholder
As at 16 March 2017 (being the latest practicable date prior to
the publication of this Announcement), BCB held 115,559,047
Ordinary Shares amounting to approximately 67.9 per cent. of the
issued share capital of the Company. The Company has not entered
into a relationship agreement with BCB and there is no binding
agreement to prevent BCB from using its influence to prevent the
Company from carrying on its business and making decisions in the
interests of Shareholders as a whole and independently of BCB.
Should BCB decide to disregard the interests of other shareholders,
this may have a material adverse effect on the value of the
Ordinary Shares. In particular, any matter proposed to be approved
by shareholder resolution may not be passed if BCB exercises its
vote against such resolution.
If BCB were to seek to sell its holding of Ordinary Shares, a
lack of liquidity in the market may cause the price of the Ordinary
Shares to fall dramatically and Shareholders and may not be able to
sell their Ordinary Shares at a price which reflects their actual
or potential value. Any sale of Ordinary Shares by BCB for whatever
reason may have a material adverse effect on the market price of
the Ordinary Shares.
The Company has been informed by the Somers Group that it
recognises that, over time, PCFG may require further capital in
order to take full advantage of suitable opportunities that may
present themselves to PCFG, and the Somers Group would continue to
assess its overall interest in the Company to enhance value for all
Shareholders.
Liquidity and funding
The Group's current financial instruments include term loan
borrowings, derivatives and overdraft facilities. The main purpose
of these financial instruments is to raise finance to fund the
Group's principal activities. Continued, sustainable growth is
dependent on the Group obtaining further debt facilities or
increases to those already in place and there can be no guarantee
that such funding will or will continue to be available to the
Group. The mobilisation as a bank will mitigate this risk by
providing a diversified treasury model that includes retail
deposits.
The Group is exposed to the liquidity and interest rate risk
arising from the requirement to fund its operations. Liquidity risk
is the risk arising from unplanned decreases or changes in funding
sources. The Group currently funds itself through bi-lateral
facilities with UK and international banks with original maturities
of up to five years. If the Group is unable to access such
facilities or unable to mobilise as a bank, it will be unable to
grow and may have to reduce the size of its portfolio of
receivables, which may have an adverse effect on the Group's
performance.
The Group has minimal risk to its income from changes in market
interest rates because all loans made by the Group and receivables
of the Group are fixed over the term of the contract. Facilities
provided by banks are at fixed and floating rates and interest rate
swaps are used, to the extent considered appropriate, to reduce
interest rate fluctuations on floating rate borrowings. To the
extent that the Group's receivables may not be matched by
borrowings at fixed rates or covered by interest rate swaps at any
point in time the Group will be exposed to the risks of changes in
market interest rates and might incur higher interest costs on its
debts than anticipated which may have an adverse effect on the
Group's profitability. The intention post mobilisation as a bank is
to offer fixed term, fixed rate deposit accounts further mitigating
this risk.
The counterparties to the Group's financial liabilities are
financial institutions. Credit risk represents operational
disruption if counterparties are unable to perform completely as
contracted. The Group's financial asset exposure to these
counterparties is limited to derivatives and cash at bank. Although
it is the Group's policy to monitor the financial standing of these
counterparties on an on-going basis as well as the exposure to any
individual counterparty, a significant increase in counterparties
failing to perform their contracts may have an adverse effect on
the Group's performance.
Customer risk
The Group is exposed to the risk that customers owing the Group
money will not fulfil their obligations. The Group regularly
reviews its lending criteria as well as its credit exposure to all
customers. However, default risk may arise from events which are
outside the Group's control, primarily customer performance due to
factors such as loss of employment, family circumstances, illness,
business failure, adverse economic conditions or fraud. An increase
in defaults among its customers may have a material adverse effect
on the Group's performance.
The Group's business performance is influenced by the economic
condition of its customers. With respect to its retail customer
base, weak economic conditions in the UK could lead to an increase
in arrears, impairment provisions and defaults. Worsening economic
and market conditions may also lead to lower levels of business
investment in the UK, which could result in reduced demand for the
Group's products from its commercial customers, which could have a
material adverse effect on the Group's business, financial
condition and results of operations. Weak economic conditions in
the UK could also lead to the Group's business customers being
unable to meet their obligations resulting in an increase in
arrears, charges provisions and defaults.
Inadequate security
The Group is exposed to the risk that the security upon which
its advances are made may reduce in value, so that the Group may
not recover some or all of its advances in the event of a customer
default. This risk is mitigated by maintaining a diverse portfolio
of customers, spreading risk across a variety of assets and
sectors, lending for periods appropriate to the assets' lives and
forming detailed assessments on both the value of the security and
the customer's ability to service the debt. Specialist third party
asset and vehicle valuations are obtained, where considered
necessary. A significant decrease in the value of the assets over
which the Company takes security, may lead to an increase in
impairments and a decrease in the earnings of the Company which may
have an adverse effect on the Group's performance.
General Economic Conditions
The performance of the Group is influenced by the economic
conditions prevailing in the United Kingdom. A further or more
sustained downturn in the United Kingdom could result in a general
reduction in business activity and, specifically, reduced demand
for the Group's finance products. In addition, high inflation
and/or high unemployment could affect the ability of the Group's
customers to make payments on their finance agreements, thereby
leading to an increased incidence of default and bad debt, which
will have a material adverse effect on the Group's performance.
The UK's proposed exit from the European Union
On 23 June 2016, the United Kingdom held a referendum on the
United Kingdom's continued membership of the European Union. This
resulted in a vote for the United Kingdom to exit the European
Union ("Brexit"). There are significant uncertainties in relation
to the terms and time frame within which such an exit would be
effected, and there are significant uncertainties as to what the
impact will be on the fiscal, monetary, legal and regulatory
landscape in the UK. The extent of the impact on the Company will
depend on the nature of the arrangements that are put in place
between the United Kingdom and the European Union following Brexit.
Although it is not possible to predict fully the effects of the
exit of the United Kingdom from the European Union, any of these
risks, taken singularly or in the aggregate, could have a material
adverse effect on the Company. In addition, it could potentially
make it more difficult for the Company to raise capital.
Competition
The Group may face increasing competition from other financial
services providers, in particular those operating in the consumer
and SME vehicle and asset finance markets. Many of the Group's
current competitors are significantly larger, are part of
established banks and therefore have significantly greater
resources than the Group. In addition, there is the possibility of
new competition entering the sector. Increased competition may have
an adverse effect on the performance of the Group, reducing
revenues, margins and profitability.
As technology evolves and customer needs and preferences change,
there is an increased risk of disruptive innovation or a failure by
the Group to introduce new products and services to keep pace with
industry developments and meet customer expectations. The Group is
also subject to the risk of not appropriately responding to
innovation in financial technologies and the industry-wide risk of
traditional banking information technology infrastructure and
digital technologies becoming obsolete. The Group's financial and
operational performance may be materially adversely affected by an
inability to keep pace with industry trends and customer
expectations.
Any failure to manage the competitive dynamics to which the
Group is exposed could have a material adverse effect on its
business, financial condition and results of operations.
Key personnel
The Group depends on the services of its Board and senior
management team, all of whom have significant financial services
and general business experience. The loss of the services of any of
these key personnel could have an adverse effect on the Group's
performance.
Legal and Regulatory
Changes in legislation relating to the consumer credit industry
may lead to increased regulation and costs for the Company which
may adversely affect the profitability of consumer credit
business.
The Group is exposed to risks relating to relationships with
intermediaries
The Group is reliant on a network of intermediaries, for
example, including brokers to distribute its products. The Group
has limited direct oversight of intermediaries' interactions with
prospective customers, outside of the Group's regulatory
responsibilities, and if intermediaries violate applicable
regulations or standards when selling the Group's products, the
Group's reputation could be harmed. In addition, the Group may fail
to develop products that are attractive to intermediaries or
otherwise not succeed in developing relationships with
intermediaries. Furthermore, the Group could lose the services of
intermediaries with whom it does business, for example, as a result
of market conditions causing their closure or intermediaries
switching to the Group's competitors due to higher commissions or
other incentives. The loss or deterioration of the Group's
relationships with its intermediaries could have a material adverse
effect on the Group's business, financial condition and results of
operations.
The Group is exposed to operational risks in the event of a
failure of its IT systems
The Group's business is dependent on processing a high volume of
transactions across numerous and diverse products and services
accurately and efficiently. As a result, any weakness in the
Group's IT systems or operational processes could have an adverse
effect on its ability to operate its business and meet customer
needs. While the Group has disaster recovery and business
continuity contingency plans in place, an incident resulting in
interruptions, delays, the loss or corruption of data or the
cessation of systems can still occur. The Group also periodically
upgrades its existing systems, and problems implementing these
upgrades may lead to delays or loss of service to the Group's
customers, as well as an interruption to its business.
The Group expects to continue to introduce new IT systems and
upgrades as its business expands, and there can be no guarantee it
will be able to efficiently implement these changes efficiently or
cost effectively, or that its current IT systems will have
sufficient scalability to support the Group's planned growth. Any
actual or perceived inadequacies, weaknesses or failures in the
Group's IT systems or processes could have a material adverse
effect on its business, financial condition and results of
operations.
The Group may suffer loss as a result of fraud or theft
As a financial institution, the Group is subject to a heightened
risk that it will be the target of criminal activity, including
fraud or theft. Due to the nature of the Group's business, it has
exposure to many different customers. For example, the Group is
exposed to potential losses resulting from customers providing the
Group with falsified or fictitious information in order to secure
financing. In addition, losses arising from staff misconduct may
result from, among other things, failure to document transactions
properly or obtain proper internal authorisation in an attempt to
defraud the Group, or from theft by staff of customer data. Such
behaviour may be difficult to prevent or detect, and the Group's
internal policies to mitigate these risks may be inadequate or
ineffective. The Group may not be able to recover the losses caused
by these activities, and it could suffer reputational harm as a
result, which could have a material adverse effect on its business,
financial condition, results of operations or prospects.
APPIX IV
DEFINITIONS
The following definitions apply throughout this announcement,
unless otherwise stated or the context requires otherwise:
"Admission" admission of the New Shares to trading
on AIM becoming effective in accordance
with the AIM Rules
"AIM" the market of that name operated by
the London Stock Exchange
"AIM Rules" the AIM Rules for Companies governing
the admission to and operation of
AIM published by the London Stock
Exchange as amended from time to time
"Announcement" this announcement (including the appendices
to this announcement)
"Application Form" the application form relating to the
Open Offer and enclosed with the Circular
for use by Qualifying non-CREST Shareholders
"Articles" the articles of association of the
Company in force on the date hereof
"Basic Entitlement(s)" the pro rata entitlement for Qualifying
Shareholders to subscribe for Open
Offer Shares, pursuant to the Open
Offer as described in the Circular
"Bermuda Commercial Bank Bermuda Commercial Bank Limited, a
Limited" or "BCB" company incorporated in Bermuda with
registered number LC1404 whose registered
office is at Bermuda Commercial Bank
Building, 19 Par-la-Ville Road, Hamilton,
HM11, Bermuda. BCB is the wholly owned
subsidiary of Somers
"Board" or the "Directors" the directors of the Company, or any
duly authorised committee thereof
"certified" or "in certificated in relation to a share or other security,
form" a share or other security that is
not in uncertificated form, that is
not in CREST
"Circular" the circular of the Company giving
(amongst other things) details of
the Placing and Open Offer and incorporating
the Notice of General Meeting, which
is to be published on or around 20
March 2017
"Closing Price" the closing middle market quotation
of a share as derived from the AIM
Appendix to the Daily Official List
of the London Stock Exchange
"Company" or "PCFG" Private & Commercial Finance Group
plc, a company incorporated in England
and Wales with company number 02863246
whose registered office is at Pinners
Hall, 105-108 Old Broad Street, London
EC2N 1ER
"CREST" the relevant system (as defined in
the CREST Regulations 2001) for the
paperless settlement of trades and
the holding of uncertificated securities,
operated by Euroclear, in accordance
with the same regulations
"CREST Manual" the rules governing the operation
of CREST, as published by Euroclear
"CREST member" a person who has been admitted by
Euroclear as a system--member (as
defined in the CREST Regulations)
"CREST participant" a person who is, in relation to CREST,
a system participant (as defined in
the CREST Regulations)
"CREST Regulations" the Uncertified Securities Regulations
2001 (SI 2001 No. 3875), as amended
"Disclosure and Transparency the disclosure guidance and transparency
Rules" rules of the FCA as amended from time
to time
"EEA" the European Economic Area
"Enlarged Share Capital" the issued Ordinary Share capital
of the Company immediately following
the issue of the New Shares
"EU" the European Union
"Euroclear" Euroclear UK & Ireland Limited, the
operator of CREST
"Excess Entitlement(s)" Open Offer Shares in excess of the
Basic Entitlement, but not in excess
of the total number of Open Offer
Shares, allocated to a Qualifying
Shareholder pursuant to the Open Offer
as described in the Circular
"Excess Application Facility" the arrangement pursuant to which
Qualifying Shareholders may apply
for additional Open Offer Shares in
excess of the Basic Entitlement in
accordance with the terms and conditions
of the Open Offer
"Ex-entitlement Date" the date on which the Existing Ordinary
Shares are marked 'ex' for entitlement
under the Open Offer being 7.00 a.m.
on 20 March 2017
"Existing Ordinary Shares" the 170,124,102 Ordinary Shares in
issue as at the date of this announcement
being the entire issued share capital
of the Company prior to the Transaction
"FCA" the UK Financial Conduct Authority
established pursuant to the Financial
Services Act 2012 and responsible
for, among other things, the conduct
and regulation of firms authorised
and regulated under FSMA and the prudential
regulation of firms which are not
regulated by the PRA
"FSMA" the Financial Services and Markets
Act 2000 (as amended)
"General Meeting" the general meeting of the Company,
to be held at 10.00 a.m. on 6 April
2017 at Pinners Hall, 105-108 Old
Broad Street, London EC2N 1ER
"Group" together the Company and its subsidiary
undertakings
"Issue Price" the price at which the Placing Shares
are to be placed as will be agreed
between the Company, Panmure Gordon
and Stockdale
"London Stock Exchange" London Stock Exchange plc
"MAR" Market Abuse Regulation (Regulation
596/2014)
"New Shares" the new Ordinary Shares to be issued
pursuant to the Transaction (being
the Placing Shares and the Open Offer
Shares)
"NIM" net interest margin
"Notice of General Meeting" the notice convening the General Meeting
set out at the end of the Circular
"Open Offer" the conditional invitation to Qualifying
Shareholders to apply for the Open
Offer Shares at the Issue Price on
the terms and conditions outlined
in the Circular and, where relevant,
in the Application Form
"Open Offer Entitlements" entitlements for Qualifying Shareholders
to subscribe for Open Offer Shares
pursuant to the Basic Entitlement
and Excess Entitlement
"Open Offer Record Date" close of business on 16 March 2017
"Open Offer Shares" The New Shares to be issues pursuant
to the Open Offer
"Ordinary Shares" ordinary shares of five pence each
in the capital of the Company having
the rights and being subject to the
restrictions contained in the Articles
"Overseas Shareholders" Shareholders with registered addresses,
or who are citizens or residents of,
or incorporated in Restricted Jurisdictions
"Panmure Gordon", "Nominated Panmure Gordon (UK) Limited, the Company's
Adviser" or "Joint Broker" nominated adviser and joint broker
"Placees" any person who has agreed to subscribe
for Placing Shares
"Placing" the placing by Panmure Gordon and
Stockdale, as agents of and on behalf
of the Company, of Placing Shares
at the Issue Price on the terms and
subject to the passing of the Resolutions
and the conditions in the Placing
Agreement
"Placing Agreement" the conditional agreement dated 17
March 2017 between the Company, Panmure
Gordon and Stockdale, a summary of
which is set out in this announcement
"Placing Shares" the New Shares to be issued pursuant
to the Placing
"PRA" the UK Prudential Regulation Authority,
established pursuant to the Financial
Services Act 2012
"Publicly Available Information" any information published by the Company
using a Regulatory Information Service
"Qualifying CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares which, on the register
of members of the Company on the Open
Offer Record Date, are in uncertificated
form in CREST
"Qualifying non-CREST Shareholders" Qualifying Shareholders holding Existing
Ordinary Shares which, on the register
of members of the Company on the Open
Offer Record Date, are in certificated
form
"Qualifying Shareholders" holders of Existing Ordinary Shares
other than Overseas Shareholders,
BCB, and the Directors whose names
appear on the register of members
of the Company on the Open Offer Record
Date as holders of Existing Ordinary
Shares and who are eligible to be
offered Open Offer Shares under the
Open Offer in accordance with the
terms and conditions set out in the
Circular
"Registrar" Computershare Investor Services PLC
"Regulation S" Regulation S as promulgated under
the Securities Act
"Regulatory Information a service approved by the London Stock
Service" Exchange for the distribution to the
public of AIM announcements and included
within the list on the website of
the London Stock Exchange
"Resolutions" the Shareholder resolutions to be
proposed at the General Meeting and
as set out in the Notice of General
Meeting
"Restricted Jurisdictions" the United States, Australia, Canada,
Japan, the Republic of South Africa
and any other jurisdiction where the
extension or availability of the Open
Offer would breach any applicable
law
"RoE" return on equity
"Scrip Dividend Mandate mandate forms for the 2016 Scrip Dividend
Form"
"Securities Act" the United States Securities Act of
1933, as amended
"Shareholders" registered holders of Ordinary Shares
"Somers Group" together Somers and BCB and their
subsidiary undertakings
"Somers Limited" or "Somers" Somers Limited, a company incorporated
in Bermuda with registered number
46441 whose registered office is at
34 Bermudiana Road, Hamilton HM11,
Bermuda. Somers is the sole parent
company of BCB
"Stockdale" or "Joint Broker" Stockdale Securities Limited
"Transaction" together, the Placing and Open Offer
"UK" the United Kingdom of Great Britain
and Northern Ireland
"uncertificated" or "in a share or other security recorded
uncertificated form" on the relevant register of the share
or security concerned as being held
in uncertificated from in CREST and
title to which, by virtue of the CREST
Regulations, may be transferred by
means of CREST
"US" or "United States" the United States of America, its
territories and possessions, any state
of the United States and the District
of Columbia
"US Person" bears the meaning ascribed to such
term by Regulation S
"2016 Final Dividend" the final cash dividend of 0.1 pence
per Ordinary Share in respect of the
18 month period ended 30 September
2016
"2016 Scrip Dividend" the opportunity for Shareholders to
elect to receive new Ordinary Shares
credited as fully paid instead of
cash in respect of all or part of
any dividend, including in relation
to the 2016 Final Dividend
"GBP" pounds sterling, the lawful currency
of the UK from time to time
This information is provided by RNS
The company news service from the London Stock Exchange
END
IOEUNRRRBOAOAUR
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