Private & Commercial Finance Group plc issues a regulatory news release

Hamilton, Bermuda—March 17, 2017: Private & Commercial Finance Group plc parent of PCF Group Holdings Limited  issued a regulatory news release. The release stated:

 THIS ANNOUNCEMENT, INCLUDING THE APPENDICES AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, THE REPUBLIC OF SOUTH AFRICA,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 £10.0 million for the Company and Open Offer to raise up to £0.5 million

PCFG (AIM: PCF), the AIM-quoted specialist bank, today announces a proposed placing to raise gross proceeds of not less than £10 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 of PCFG’s full announcement available at  https://www.pcfg.co.uk/pdfs/Volante_Announcement_-_17th_March_2017.pdf. 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 £0.5 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 the full Announcement (available at https://www.pcfg.co.uk/pdfs/Volante_Announcement_-_17th_March_2017.pdf) 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 £350m after three years and £750m after five years, a significant increase on current levels of c. £120m.

“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 PCFG’s full  announcement available at https://www.pcfg.co.uk/pdfs/Volante_Announcement_-_17th_March_2017.pdf. Your attention is also drawn to the risk factors described in Appendix III of that full announcement. The capitalised terms used in this announcement have the meaning set out in Appendix IV to the full 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.