Equity Subscription

1 July 2022

PCF Group plc

 ("PCF", the "Company" or the "Group")

Equity Subscription

The Company announced a proposed capital subscription on 31 May 2022, the completion of which was announced by the Company on 7 June 2022. The announcement on 31 May 2022 also confirmed that the Company's majority shareholder, Somers Ltd ("Somers") indicated its willingness to support a further equity subscription of circa £1.5 million.

The directors of PCF are pleased to confirm that an agreement has been signed by the Company and Somers whereby Somers will subscribe for 27,940,000 new ordinary shares at a subscription price of 5 pence per share (the "Subscription Shares"), being the maximum number of ordinary shares able to be issued by the Company under the Company's current share issue authorities), which will raise gross proceeds of £1,397,000. Application has been made to the London Stock Exchange for admission of the Subscription Shares to trading on AIM. It is expected that admission will occur at 8am on Monday 4 July 2022. The Subscription Shares would represent approximately 9.1 % of the Company's existing issued share capital, with Somers' ownership increasing from 70.8% to 73.2% as a consequence.

Total Voting Rights

Following admission of the Subscription Shares, the total issued share capital of the Company will consist of 333,810,136 ordinary shares of 5.0 pence each. This number may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules.

Related Party Transaction

Somers is deemed to be a related party of the Company under the AIM Rules for Companies, as Somers individually holds in excess of 10% of the total voting rights of the Company. As such, the subscription by Somers of the Subscription Shares constitutes a related party transaction under Rule 13 of the AIM Rules for Companies (the "Related Party Transaction").

The Company reiterates its intention to raise additional capital through an open offer of new ordinary shares with an excess application facility ("Open Offer"), in which Somers is not expected to participate, to raise up to €8 million (c. £6,850,000) on the same terms as Somers' proposed subscriptions. The Open Offer will be structured so as to ensure that overall shareholders who take up their rights are not diluted by Somers' proposed subscriptions. The Company will provide an update on the timing and terms of the Open Offer in due course.

In accordance with Rule 13 of the AIM Rules for Companies, the independent directors of the Company, having consulted with Peel Hunt LLP in its capacity as the Company's nominated adviser for the purposes of the AIM Rules for Companies, consider the terms of the Related Party Transaction to be fair and reasonable insofar as the Company's shareholders are concerned.

ENDS

For further information, please visit https://pcf.bank/ or contact: