Pcf Share Discussion Threads

[cc2014] 30/11/2021 11:52

For info to give some comparison with what is expected of a board in the real world.

DX. can't get their accounts done on time and shares will be suspended in a month and Board fail to explain why. Their major shareholder has written an open letter to them which is somewhat unusual.



I hope it might be of value by read across to readers of this thread.

[iain123] 27/11/2021 09:34

Well the good news is that PCF was the only share that wasn't showing red on my portfolio, just the usual £-.

[seasidehippo] 26/11/2021 10:37

What's the saying? Time is a great healer!! Purely speculation but I would also imagine they will want to publish some excellent figures/forecasts/outlook to coincide with lifting the suspension so again good reason to wait for the end of a quarter (December) rather than end of November.
My cup is certainly half full pending news/impact regarding latest Covid variant, which could be a dampener.

[the millipede] 26/11/2021 09:48

Thanks hopes. Just wish it had been more widely understood/ shared. (I can't find a primary source for this information even now that I know of the rule change!)

I imagine the company must have known, since according to the source I found, the extension is valid for suspensions between 30 September 2019 and 1 July 2020.

hxxps://www.bdbpitmans.com/insights/aim-agms-guidance-and-temporary-changes-due-to-covid-19/

Anyway, panic over, for now. I still can't get my head around why this is all taking so long but broadly agree with the glass-half-full perspective.

[hopespr1ngseternal] 26/11/2021 03:58

Seaside/TMP: the extension from 6 to 12 months is a blanket extension and applies generally to all AIM companies whose shares were suspended during the relevant period. PCF did not have to ask for discretionary treatment - hence no mention of it in an RNS.

[hopespr1ngseternal] 26/11/2021 03:30

CC: I will correct you. There was no rights issue. In 2019 there was a placing and open offer. The placing raised 10 million pounds and was supported by Somers and the directors. The open offer was added after existing shareholders including me complained very loudly that we were being diluted. To accommodate us the company offered existing shareholders shares worth 0.75 million pounds by way of the Open Offer, and Somers and the directors agreed not to subscribe for shares in the Open Offer as they were participating in the much larger Placing and it would have been unfair to other shareholders if they had also swallowed up the bulk of the Open Offer. I remember it all very well. The company was riding high and there was a lot of demand for shares. If you want to spin it as evidence that, by not participating in the relatively small Open Offer, Somers were indicating a desire to reduce their stake be my guest, but I think your narrative rests on the flimsiest of foundations. Had Somers wanted to reduce they could have done so after the Placing and Ooen Offer as the share price increased from the subscription price of 25p to over 40p - but they didn’t. Acta non verba!

[cc2014] 25/11/2021 16:51

Others will know the background far better than me and I'm sure will correct me if I'm wrong.

PCF has been around for decades.

Somers arrived and injected loads of capital in return for shares, resulting in their 60%+ holding.

They have been trying to reduce this for some time evidenced by the fact that in the last rights issue, Somers were happy for other investors to take more than their fair share. (This is quite unusual, normally the minor shareholders get screwed over so Somers wanting less than their fair share indicated their willingness to reduce). Further, I had a conversation with Scott which indicated Somers preference to start reducing their shareholding as a percentage (but not necessarily their investment value).


There is now no possible way Somers can sell this shareholding at a "fair value". PCF is tainted by the current issues. It will also be an embarrassment to them. Best to write it down to near zero (Somers have had a great 18 months so shareholders won't hardly notice), take it private and deal with the issues without outside scrutiny.

I strongly suggest research of Somers/ICM and the various other intertwined parties is worthwhile.

[seasidehippo] 25/11/2021 16:32

Why do you think delisting is high on Somers objectives when they must have been keen to list as a Bank in the first instance? This would represent a significant U turn

[cc2014] 25/11/2021 12:21

The advantages of not being listed are:
1. Less scrutiny. So, for example only annual accounts and only required after 9 months.
2. Some savings due to a smaller Board of Directors


I imagine delisting would now be high on Somers objectives. If so shares will relist first and then Somers will make a desirory offer for your shares, because they know most investors would rather have some cash now rather than be a holder in an unlisted company.

[the millipede] 25/11/2021 11:34

I think that is right Seaside. Although there would be RNS notification of the shares being delisted, so they must have that covid extension.

Thanks for your continued input on this stock. It has been very helpful in calming the nerves.

[seasidehippo] 25/11/2021 10:27

I guess without listed status there is no obligation to publish RNSs for such things as changes in Directors etc?

[iain123] 21/11/2021 15:05

Good posts!

[seasidehippo] 21/11/2021 11:55

It takes a good man to apologise but this was not at all necessary. I look forward to sharing constructive chat with you in the future. I agree the RNS could and should have been worded better. Onwards and hopefully upwards enjoy the rest of your weekend.

[hopespr1ngseternal] 20/11/2021 18:15

Final post by me on Thursday's RNS. After first reading I jumped to the conclusion that the inclusion of 'suitability to be a listed company' in 'the assessment' meant that the Board has begun considering whether it is suitable for PCF to remain a listed company - as a first step towards taking the company private. It has now been suggested to me by someone better versed in these matters that this probably - one cannot be certain given the imprecise drafting of this and other RNSs - refers to the point at which the NOMAD and/or AIM will declare themselves satisfied that PCF has done sufficient remedial work to its financial and governance controls etc. to be deemed once again 'suitable to be a listed company' (a status which it appears to have lost temporarily - hence the suspension); and only then will the suspension be lifted: see generally AIM rules for NOMADs #14 under the heading 'Appropriateness of AIM Company'. I apologise to the venerable SeasideHippo who called this correctly in his post no 3623. By way of amends may I say that my cup too is now half full. And while I am unpersuaded by much of CC2014's post 3620 (which applears to proceed on our shared assumption that delisting would occur automatically yesterday) I do agree with the following statement: 'This Board are experts at the lack of information by omission'. Cf. AIM rule 10 (principles of disclosure) which states "An AIM company must take reasonable care to ensure that any information it notifies is not misleading, false or deceptive and does not omit anything likely to affect the import of such information". I would only add that whoever is responsible for drafting the RNS is by any standards a very poor draftsman - which is why we poor mugs have to spend so much time teasing out the meaning of what they do say! For example ‘managing loan originations at a lower year on year level’. Which years? Presumably y/e Sept 22 is lower than y/e Sept 2021 - which is not meaningful as we do not know the level of originations for y/e Sept 2021. And ‘taking account of the position of the group’. Meaningless because the position of the group has not been disclosed to us. A bit like the famous proposition that the whisky bottle in the cupboard is empty when there is no whisky bottle - sense without reference. Broad hints in place of the proper information we are entitled to under AIM disclosure rules, and by any measure a far cry from the ‘transparent and comprehensive’ updates promised on 28th June.

[the millipede] 20/11/2021 08:47

Hopes, Many thanks for digging out that nugget! Great news.

[hopespr1ngseternal] 19/11/2021 07:03

Yesterday’s RNS introduces for the first time ‘suitability as a listed company’ (whatever that means) as a component of the ‘assessment217; to be completed before the suspension is lifted. The absolute commitment to lift the suspension as soon as the assessment is complete has also been replaced by a mere apology for the fact that trading is suspended. Once again the company has shown itself unable or unwilling to give minority shareholders clear and unambiguous information - in contravention of AIM disclosure rules. Some consolation that nothing adverse can be expected to happen before the next AGM which has to take place by the end of March 2022. Perhaps we’ll hear the fat lady sing after all!

[hopespr1ngseternal] 18/11/2021 21:43

Seaside: readily available??? A lot of bright people on this board and we have all been labouring under the delusion that six months was a hard deadline.Hmmm.

[seasidehippo] 18/11/2021 21:22

Ah!! clearly this was not mentioned in the RNS as this is information readily available in the public domain and probably also to wind you up. Hopefully you and your mates will adopt a more positive stance in the future.

[hopespr1ngseternal] 18/11/2021 19:46

The missing piece of the jigsaw. Under temporary rules introduced during the coronavirus pandemic AIM has discretion to extend the deadline for delisting shares suspended during a period which includes May 2020 from six to twelve months. AIM must have exercised its discretion in the company’s favour. It would be interesting to know when the company received notice of the extension. Presumably the failure to mention this in the RNS is an application of the policy of saying as little as possible in the interest of maximum obscurity.

[the millipede] 18/11/2021 18:46

I think, based on what the company has said today, that "shares remain suspended pending completion of the assessment," delisting is not going to happen tomorrow.

My fear all along has been that delisting would happen. The AIM rules say it should happen tomorrow.

But for me the RNS is clear enough that something must be happening in the background to prevent it, at least for now.

That is my view anyway. We might know more tomorrow.

[hopespr1ngseternal] 18/11/2021 18:35

As I have said before the apparent policy of the company towards minority shareholders is to say nothing until compelled to by a deadline and then to say as little as possible. If they are now looking at taking the company private this is absolutely radical and surely requires a separate paragraph stating unequivocally that the company has abandoned its prior unequivocally stated policy of relisting as soon as the process is complete and explaining WHY. Instead it is slipped in weasel-like almost as though it is an unimportant afterthought to the agenda that the company set out in June and has not retracted.

[the millipede] 18/11/2021 18:20

Offer price? My concern has been that PCF might delist tomorrow and become private by default.

In those circumstances we would all potentially be left with our shares but have no means to trade them.

I can’t see any offer being made, to be honest, but perhaps I am too negative on that.

[seasidehippo] 18/11/2021 17:26

For me the control environment etc etc are inextricably linked to whether or not the company is suitable for listed status non should be taken in issolation. IMO the wording of the paragraph could and should have been clearer. Unfortunately we wont know for sure until early in the New year. What do you think the offer price could be if the company is taken private?

[the millipede] 18/11/2021 16:53

Seaside, I don’t have to be right, and may well not be. Clearly as a shareholder I would rather be positive.

But I am trying to understand the words that have been written and communicated to us. If there is a different way to look at things I am very open to hearing what that is.

Cheers, TM

[seasidehippo] 18/11/2021 16:26

I concur with seasidehippo's interpretation 1-1