Pcf Share Discussion Threads

[cc2014] 23/12/2021 16:00

What is an FPPP?

Introduction
Completion of a board memorandum (Memo) on the Financial Position and
Prospects Procedures (FPPP) of an applicant is a crucial part of London’s IPO
process. Directors of applicants to either the AIM Market or Main Market of
the London Stock Exchange (LSE) are responsible for ensuring that they have
established procedures which provide a reasonable basis for them to make
proper judgements on an ongoing basis.
Essentially this means that the directors, including NEDs, must ensure that the
FPPP includes procedures for establishing and reporting the company’s
financial position and prospects are appropriate for a London public company.

[georgelees] 23/12/2021 15:39

Yes Graham, I fear you are right. They do seem to have slipped since the last RNS. It now looks like "end of January 2022" at the earliest?
----------------------------------------------------------------------------------
----------------------------------------------------------------------------------
"Moreover, we are in the process of updating our
Financial Position and Prospects Procedures
memorandum (‘FPPP’) which will be completed
following publication of this Annual Report & Financial
Statements.

Following publication of this Annual Report & Financial
Statements, we will further communicate progress in
lifting the suspension of trading in the Group’s shares
once we have more certainty on its timing towards the
end of January 2022."

[graham1ty] 23/12/2021 15:29

GeorgeLees you are over optimistic. They have promised “a further update in due course” on the suspension and interims. In the Chairman’s statement they suggest that this will be “once we have more certainty on its timing, towards the end of January”.

It ain’t going to be “shortly after”.......

[georgelees] 23/12/2021 15:19

"-- The finalisation of the Assessment will be shortly after publication of 2020 annual report and accounts.

-- The publication of the 2020 annual report and accounts is expected to be late December / early January.

-- The publication of the interim results to 31 March 2021 is expected to be as soon as possible following the filing of the 2020 annual report and accounts. A further announcement regarding these results will be made in due course."

Was what we were told last time - so:

They have stuck to the timetable for the 2020 Accounts. "shortly after" now.
We await the 'assessment' and 'interim results' ASAP

[graham1ty] 23/12/2021 15:16

Tim Franklin, paid £90,000 in 2018 and £95,000 in 2019. How much of this will be recouped ? With his pay for 2020 and 2021 amounting probably to £400,000, how much will he return to shareholders ?

Chair of the Audit Committee was not a volunteer role for Christine Higgins. Paid £51,000 in 2018 and £57,000 in 2019. Again, add in the last two years, and Higgins has been paid about £250,000 to preside over this complete car crash.

I hope she feels this should be returned to shareholders

[graham1ty] 23/12/2021 14:25

Chair of Audit Committee, Christine Higgins still in post.

Other members: David Morgan, but he has a massive conflict of interest in that he is a Somers Director also, and their representative on the Board.

Marian Martin resigns, having been appointed in July 2019. So, she gets to approve ONE audit only, to Sept 2019. And the period where the trouble starts ( the year beginning Oct 2019) starts just three months after her appointment. I am not suggesting is all her fault, however, it does feel like the newcomer falling on her sword......she is quoted as having “deep expertise in risk related matters”, yet appears to have joined the Board with insufficient evaluation of the risk that their accounts might be a fiction..........

[georgelees] 23/12/2021 14:25

"PCF's shares remain suspended from trading and it will provide a further update in due course on this and the publication of the half-year results for the six months ending 31 March 2021."

What does that mean? They should have that now, normally it would have been in June? Could that announcement be imminent? Would they start trading before the 2021 Accounts are done - which normally they would have a bit more time.

Good they have got the 2020 ones out of the way, but this whole process seems to be worse than the original mistakes.

[graham1ty] 23/12/2021 13:19

Well, two heads roll......

The right heads ????

Tim Franklin.....Royal Mail....PCF.....makes his cv fractionally less attractive.....

[cc2014] 23/12/2021 12:09

At 30 September 2020, the gross carrying amount of exposures with forbearance measures was £40.4 million (30 September 2019: £nil). This relates to 1,711 agreements in forbearance which are COVID-19 related, with temporary modifications to terms and conditions. As at 30 September 2020, there are no loans that have had a
refinancing or permanent modification to terms and conditions. COVID-19 related concession does not in itself constitute a significant increase in credit risk

In terms of executive director changes during the year, the committee considered and approved the terms DavidBull settlement package during the year when he resigned as a director on 16 March 2020 and left the Company’s employment on 30 September 2020

[graham1ty] 23/12/2021 10:08

CC, the audit will have started shortly after the December announcement of the Prelims. It must have been during the audit process anomalies turned up, the Azule disclosure was discovered, and at that point ( after suspension) the new FD cleaned out the whole finance department ( presumably some fired, some resigned some realised time to jump). So, I think it was MID audit that the problems started. The new team picked up a whole lot of work, and they had no clue where it came from and how to verify any of it.......

[seasidehippo] 23/12/2021 09:52

Desperate but not terminal. There is a pulse and they do at least refer to lifting suspension. Clearly E&Y were our "Parsons nose"

[cc2014] 23/12/2021 09:29

Not sure where to start or what to say.

The Board agreed with the auditors in July that they weren't going to persue getting the accounts audited, yet shareholders were not informed.

However, we do now have some grasp of what went wrong. These are my words, my interpretation, others may see things differently. It appears the whole finance team had left before the audit process started. Not a coincidence imho. They knew the prime accounting records were inadequate and wanted no part of it. Self preseravtion. Of course some of them would have been responsible for the mess, although accounting is not hard if the right IT systems are in place which it seems they weren't. The new finance team couldn't make sense of it all, probably handover was inadequate, probably the new finance staff were warned by the leaving staff to get out as well.

From there it completely unravels because the new finance staff can't provide substantiation to the auditors. And that's the crux of it. Even after KPMG were brought in to do a complete review PCF still can't produce audited accounts. What a mess. A bank that after 15 months cannot get its accounts audited.

[rmillaree] 23/12/2021 09:10

"Still cannot find anything substantial about current trading"
Agreed and with regard to outlook they do comment - simply to say thats they won't comment !

"the Board does not believe that it is appropriate to provide firm guidance on future performance."

[graham1ty] 23/12/2021 08:36

P73, the start of less good news. From the going concern statement:
“The Group made a £(4.8) million statutory loss before tax in the year. The Board has approved a medium-term plan in which the Group returns to profitability, but this is dependent on building scale to support an increased cost base. Remediation costs are expected to be incurred for at least the next twelve months. The growth in the medium-term plan requires capital to be raised“

[graham1ty] 23/12/2021 08:02

Still cannot find anything substantial about current trading. There seems to be an underlying assumption that the suspension will be lifted, at some stage. And therefore, presumably, that there is some residual value for shareholders.

It would be nice to have had some rough statement whether the year to Sept 2021 was profitable ( prior to impairments ) and whether PCF is currently trading profitably ( after the kitchen sink has been thrown in)

Still clear as mud

[graham1ty] 23/12/2021 07:58

And that goes on:
“Given the potential wider consequences of this on our audit, we sought to extend our procedures and presented a plan to the Audit Committee in July 2021. We were unable to complete our audit for the following reasons:
l Management was unable to provide sufficient and appropriate audit evidence in response to our extended testing requests.
l The Board of Directors resolved in July 2021 that management should only continue to provide us with the information necessary for us to issue a disclaimer of opinion on these financial statements.
For the same reasons as set out above, we were also unable to complete audit procedures over reclassifications as described in note 1.9 to the financial statements.“

So this audit is effectively done by the Board. They were unable, and then unwilling, to supply audit evidence. So, no auditors opinion.....unbelievable

[graham1ty] 23/12/2021 07:57

P66, hidden away in the auditors opinion, the F word:
“The independent forensic investigation identified certain manual adjustments made by the Group for internal management, financial and regulatory reporting purposes. We concluded that certain of these matters were indicators of fraud.”

Not mentioned anywhere else that I can see

[graham1ty] 23/12/2021 07:55

P53, there will be an EGM to approve the accounts. Notice to be included with the Annual Report. Should be fireworks

[graham1ty] 23/12/2021 07:51

Buck passing onto E&Y (p45):
“During the year, ARC discussed with EY the review procedures they have in place to ensure audit quality. There was also a discussion of EY’s firm level results of their Financial Reporting Council (‘FRC’) 2020 Audit Quality Inspection, the impact of the findings on the audit plan and any matters relevant to the execution of the Group’s audit.“

[graham1ty] 23/12/2021 07:48

The Company 7nable to provide enough information to the auditors, but decided to plough on anyway (p43 Annual Report):
“Also, given turnover in the finance team and the past poor record keeping, it wasn’t clear that the Group would be able to provide the level of detailed information needed by EY for an unmodified audit opinion. Lastly the additional assurance work would further the extended time period to finalise the Annual Report & Financial Statements 2020 and would further increase audit costs.
In the circumstances, management recommended to the Audit Committee and the Board that it was in the best interests of the Group to proceed with the audit work so far as was necessary for a disclaimer of opinion on the financial statements for the year. This recommendation meant; 1) The finance function would no longer provide the substantial amount of additional audit evidence requested and 2) It was solely for the Board to reach a view on whether the Group Annual Report & Financial Statements were free from material misstatement, in order to prevent further additional delays in presenting these financial statements to stakeholders. The Audit Committee supported this pragmatic recommendation.̶0;

[graham1ty] 23/12/2021 07:43

Trying to dig out more detail. In the Audit Committee Report, this:
“l The Audit and Risk Committee (‘ARC’) which held
its final meeting on 15 May 2020.
l The Board Audit Committee, which held its first meeting on 10 September 2020.”

They split the Audit and Risk Committee into two different bodies. Fine. BUT, the new Audit Committee did not meet (apparently) for FOUR months.

I fail to see what the head of the Audit Committee has not resigned

[graham1ty] 23/12/2021 07:22

Only a quick first skim. No resignations. Nothing on current trading. No hint when half year results will be out. Suspension update end Jan. Remediation plan will take another 18-24 months ( Why ??????).

And, on a first read, very little on why, why, why this has taken so long.

Oh yes, looks like Ernst & Young not going to give an opinion in the audit report. And then resign......