PCF Group (GPW:PCF) — General Meeting

0:01 Good afternoon, ladies and gentlemen, and welcome to the PCF Group PLC general meeting. Throughout this recorded meeting, attendees online will be in listen only mode. Questions are encouraged. They can be submitted at any time via the q and a tab that's just situated on the right hand corner of your screen. Please just simply type in your questions and press send. The company may not be in a position to answer every question it receives during the meeting itself. However, the company will review all questions submitted today and publish responses where it is appropriate to do so. I'd now like to hand you over to chairman, Simon Moore. Good afternoon, sir. Thank you very much, Jay. Welcome, everybody. It's my pleasure to welcome everybody to the general meeting of the company, Both those here in the room and anyone who's online as well, thanks very much indeed.

0:47 My name is Simon Moore. I'm chairman of the company. Those of you who've been to these meetings before will know the form. And the the way we run this meeting is the formal business of the day will be conducted first. And then when we complete that and close the formal general meeting, then the directors are available to have to receive general questions on the company, including anything submitted prior to the meeting. Before we start, I'd like to introduce the directors here. On my left is David Brown. So sorry. Don't get the. Correct. My apologies, everybody. It's just about 12:00. We have a quorum, so now we've declared a meeting open.

1:33 You've all received notice of meeting that's placed on the November 22. And with your permission, I will take that notice as read. The objections? Thank you very much, everybody. Let me just run through the formalities of how we will run the meeting today. The meeting will be conducted by way of the poll rather than share of hands, which gives all opportunity to gives opportunities to the shareholders to participate in portion of shares they own and allows the company to have better insights into shareholder views.

2:14 The procedure that we'll follow here is that we have summary of the resolution on the screen in front of you together with a breakdown of proxy votes received. It takes a little while to complete the process at the end of the meeting, so we won't be publishing the right results today, but they will be published by RNS and the website in usual way as soon as the reason of practical.

2:39 For those of you who will be voting by a poll card, you were given a poll card in which you've got three options, either vote for the resolution or against the resolution or abstain from the resolution. You'll ultimately have the option to withhold your vote. A vote withheld is not, of course, a vote in law and won't be included in the calculation, therefore. So I'd ask you to complete your poll card by ticking the appropriate box and the resolution. Once they've all been counted, please sign the poll card so that before you have them in for a full conclusion. Public secretary will then collect them. If you do have any questions, please do ask the public secretary at at any stage of the process.

3:22 So that's all clear. Let's turn to the purpose of today's general meeting. And the purpose of the meeting today is to consider the resolution that this general meeting resolves that the cancellation of the admission of the ordinary shares company's trading on AIM, a market operation of the London Stock Exchange, be and hereby approved. I remind everybody this is a special resolution and therefore requires a majority of 7075% or more of those voting in order to be carried.

3:56 So before we move to the poll, I propose that we take questions now on the resolution itself, not on general questions. We'll take those after the conclusion of the formal meeting. We have received two questions in advance. Tim, you could read out the first question for us. It's appropriate. Yeah. I can read so question, in clause four of the circular, it states that shareholders may, in due course, receive distribution arising from the company having surplus funds available at the end of the wind down process. Presumably, in arriving at this decision to recommend delisting the company, the board reviewed financial forecasts showing what the likely surplus would be. Please, could you advise shareholders what the likely surplus was in those forecasts and how much they're likely to receive per five p ordinary share?

4:47 That was actually question two, but we'll take it now to you for Sorry. I missed it first. Okay. Do want to comment on that? Yeah. I think that in the public domain is the net net asset value of the company. Everybody will be aware that for the board to continue to run the company as a going concern from a solvency perspective, it has a reasonable expectation that the business can meet its liabilities as as it falls due. There are a number of variables that play into whether there is a surplus, and if so, the quantum of that surplus. Number one being the cost of running off the business and number two being the value that we receive for the assets of the business, particularly the the the loan book, whether that be through a natural amortization or whether that be through a sale of those assets.

5:41 So there are lots of variables in there. Of course, the board, have reviewed the plan and approved the plan, but it wouldn't be appropriate to give a commitment, as to what level of return that there would be for shareholders in the event of a surplus because of the variables which are at play here. So it's not really what kind of we generate, but everything we're doing is to maximize value. Correct. And, you know, that plays to the other the other question. I think everybody realizes that there is a net asset value and the realization depends on the costs and the realization of the assets. So thank you very much, Gary. Tim, you've got the first question there? Yes. At what stage is the company going to be run for the benefits of shareholders rather than the multiple layers of management compliance that have effectively destroyed shareholder value?

6:38 Which is Gary's already introduced us into those things, which you want to expand a bit. Yeah. Well, obviously, shareholders will realize that directors have a legal responsibility to run the run the company for the benefit of shareholders and to take into account other stakeholders as well, but but primarily the shareholders. The the business has been run for the benefit of shareholders, and all the decisions we have taken have taken that responsibility very, very seriously. And I think that the the question's a very direct question, because it it talks about it being run for the benefit of multiple layers of management and compliance. And I I I just don't think that's the case. The the business has been run for the benefit of shareholders at all times.

7:26 There have been some very hard decisions for this board to take in relation to the future of this business, including making, you know, recently nearly 60 people redundant, of which a significant number had twenty, twenty five year service. Those are not decisions you take if you are running the business for the benefit of management and not for the benefit of shareholders. So I think all directors and certainly I as the chief executive can look myself in the mirror and say, we have had shareholders and, yeah, particularly minority shareholders at the forefront of our minds all the way through this process. Excellent. Thanks, GROUP. Tim, we've got any other questions online. We've received no further questions. Questions in the room?

8:14 Yes, please. My name is Roy England for those who don't know me. Question for group, really. Taking into account, I'm trying to represent the other 27% here. Group understand what's been going on over the last many months. Many of us don't. So I'm asking group to adjourn this meeting today until after the annual accounts are submitted so that the 27% have a much better idea as to what's been going on. We get a much fuller picture at the year end accounts. We don't really understand what's going on. You were asked last week at the question and answer session as to where all this started. But it started on the 03/15/2021.

9:02 And a few months after that, the company started to go downhill, suspension of of the shares leading to the r and s of June 2021. In that, it's hard to believe that a £70,000,000 company can be taken down to a £2,000,000 company in a matter of eighteen months. A company that's been running for twenty five years has been demolished in eighteen months. And I'm looking at you, especially in your CFO, for this. The cost put on this are disproportionate to the size of the bank. 2,900,000 in the first six months alone. Is there another 2,900,000 in the second half of the year? What was it for if you're gonna wind the company up? You incurred all those costs for what reason?

9:52 But, anyway, I I come back again. I would like to postpone this meeting to adjourn it until the full year accounts are are are presented. I know your reasons for doing it are to do with costs, but the costs are minimal. The cost of the listing isn't very much. Management cost is management cost. You said £300,000 last week or thereabouts. That's that's not very much in the scheme of things, is it? £300,000 in order to defer so that the rest of the 27% get a much better idea as to what's been going on in the second half of last year. I think I think there's two questions there. One is the sums, and one was to me around c CEO. So I I don't know. I'm I'm I'm not not quite finished yet, if I if I may, be because I am perplexed as to how you this company has been taken down the the way way it it has. If you look at the r and s of June 2021, there's look. I understand regulation and compliance, getting making sure that your regulatory compliance and making your returns are compliant.

10:56 But a bit of manuscript amending in respect of large company exposures, leading on to some not in not not significant accounting errors so far as we can tell according to the RNS. And and all of a sudden, we've got a share suspension going on and on and on, an audit going on and on and on. It seems that there was a there was a bit of a witch hunt against, Scott. It looks as though you were you were looking for something and you didn't find it. 40,000 emails looking for the word hide. Really? It's it it was disproportionate for the company. It's just out of all proportion to to to what was required.

11:44 And and then the castle discussions went on and on and on and on for months. They should have been cut and moved on. If I look at the interim results of of of to the end of March, it's a fairly I wouldn't say it's a rosy picture, but it there's no no expectation of where we would be today. Roy, you you give us quite a lot of facts and thoughts there. Would you like to summarize that as a question which I'll ask The the the question is, please, can Summers, adjourn this meeting today in order for the full year accounts to be published before the AIM listing is suspended? That's the question. Which one is the angle that I mean, first and foremost, well, I'm here as a PCF director today. I'm not here as a sales director.

12:31 Okay? So the the the question you can ask, it will if there's nobody in the room today that's able to answer that question. So and then you're posing it to the wrong person. Okay. In that case, can I please ask that somebody takes it away and ask Summers to deliberate again before today's vote, please? That's not gonna happen, I'm afraid. I think it's a legal point here, isn't it? Absent the chair decided to adjourn the meeting to give consideration to the shareholder's request, That meeting continues. That's the that's the legal point. What I would like to do actually is just temporary adjourn and have a discussion with one legal council, if that's okay. Just in private. That's fine. Would you like me to leave the room? Or I think it'd be appropriate.

13:19 Yes. That's okay. Thank you. Yes. Jake with process. Yep. Tim. Can I please thank the board for updating attendees online this afternoon? And can I please ask attendees online not to close this session as you'll be now automatically redirected in order to provide your feedback in order that the board will be Jake, Jake, we're just pausing? We need to restart Okay. Alright. Okay. Tim, what I'll do is I will mute you from this end. Okay? Okay. I'll turn the cameras off. Thank you. All good? Ladies and gentlemen, for those online who have

15:37 just joined, recently, the board have just asked for a couple of minutes before then resuming the general meeting, so we will be back with you shortly. Thank you very much. Camera special? Yeah. Hi, guys. Just to confirm in the room, your camera and microphone feeds are now live.

16:29 Thanks very much, Shay. Right. Welcome back. Thanks, the answer to the question formally reconvene the meeting. Thank you. Thanks very much. So the meeting is is now has now been recommenced. Yeah. Okay. Thanks very much, Roy, we considered the our request which you put to us, the position is quite clear that I don't hold the legal authority to adjourn the meeting at this point as you requested. And I have an instruction from some of the majority of the stock to vote in favor of this resolution today. So thank you for raising the question, but I can't take it forward to the meeting, but the minutes will reflect, of course, as you raise it.

17:19 Would you like us to talk about the cost issue that you raised? If if the £300,000 number can be, amplified, fine. Yeah. Let let's let's please have a little more than that. Well, I think on the on the 300,000, pound number, that is the direct cost. I take your point that it's in the taken in the round. It's a contribution rather than a material sum, but it is a contribution. I think the other thing is that the board considered the benefits of remaining listed.

18:04 You you will know that you are a listed entity for reasons of liquidity and capital, and those reasons appear to not be relevant for this business anymore. And I'll just pick up on the on on the other rather direct point you made. You mentioned the term witch hunt. As a director, not as the CEO, and so therefore, as a member of the board, I can assure you there's never been any witch hunt this point for anybody. The second thing I think is important is that forgive me, but I didn't write down contemporaneously exactly what you said. But I think you you talked about a few manuscript amendments or words to that effect.

18:51 I think our June, '21 RNS was very comprehensive and talked about, unpapered asset transfers between entities. Now that's more than a manuscript amendment. That's quite a significant issue. And, therefore, I think that the cost that the business incurred were absolutely necessary if we were to continue to protect the franchise because what generates value for shareholders is the franchise being able to continue to lend, originate lending, and operate as a bank on a normal basis.

19:38 And any cost that we incurred were done to ensure that we could continue doing that with the the preferred outcome that the business could have a sustainable future. Sadly, as we sit here today, that's not the case apart from in the strategic option which we've chosen. So I would say to you that whilst you would say that it's disproportionate, it was absolutely proportionate to the challenges we faced at the time. And at every turn, the board sought to minimize those costs. It may not feel like that to you. I understand that, but I can assure you we did. This is probably not the place to have this debate at the or time. But allied with that, the decision was also taken to sort of curtail the business. So profit profitability gets rid of most problems.

20:34 So having put loading lots of costs on the business, profitability seemed to go out of the window at the same time. Writing new business seemed to go out of the window at the same time, and that's what's brought us to this part. As I said, I don't think this is probably the right forum for for for for this debate, and I could debate this with you all day partly from a position of ignorance because we we really don't know. The 2027% don't know. We have sold the castle thing drag on week in, week out. We saw the suspension drag on week in, week out, and we're sitting out there wondering what else is going on. So you say all shareholders are being treated equally. We we have not. And and just to our point of position, I I don't think I did say that. I think what I said was that the the interest of shareholders at the You did say that. And and and and I noted your words carefully.

21:33 But, nevertheless, I don't think this is the right forum to carry on this debate. I think that's right. I've made my point. You have done. And you've raised very well, mister. I and I should stop there. Thank you, Roy. So thank you for letting me make it. Thank you for considering it. It's a bit of a blow. I thought that maybe, there was a means by which we could see a full year's account. But I would last make one last request that the full year accounts are published in a timely manner. They don't come out in June 2023, and that they are as comprehensive as those last year, at least as comprehensive as those last year, please. I I think I think Caroline confirmed last week at the investment management meeting that we were targeting to get the accounts out in a timely manner. And I can assure you because I've spent too many hours reviewing them, they are very comprehensive. My My my response was that she said that you were complying with your legal and regulatory compliance requirements.

22:32 Now having Are you listening that. We're strained beyond the resolution. I know. I should stop. I just I I agree. I should stop. Okay. Thanks very much, everybody. Are there any other further questions on the resolution? No further question on the resolution. In that case, we will proceed to the vote on the I will be asking the shareholders present to complete their poll cards on the resolutions. Formerly, I declare the poll open. Just to remind you, as I've explained in the beginning to vote on the resolution, please tick the appropriate box on your card. Please go ahead. Either for or against or stay or if you choose to vote. I'm inside it before you go. That would do. Got everything they dropped in? Resolution.

23:27 Are we done? Yes. Yeah. In that case Yeah. Thank you, everybody. I declare the call closed. And as you can see from the slides I think. That doesn't explain to me. Oh, sorry. And you can see that from the, the slide above you, the resolution, just at 98% proxy votes have been placed in favor of the resolution. The final details will be published, as said earlier, on on the RENT release information service and on our website. So that concludes the formal We don't have to battery.

24:16 And I declare the general meeting closed. Am I my my sound is good. Can you still hear me, Jake? I we can still hear you online. Okay. Thanks so much, Sorry about that. The board is still here. Even though the formal meeting is closed and was just at the beginning, we're very happy to take any general questions. I don't believe we've got general questions as well. Do we have any questions online? No. And are there any other questions in the room that we haven't already dealt with? Alright. Did you wanna ask anything else? No? Thank you. There being no other questions in the room, my only formality left is to thank you for attending and fully close the meeting. Thank you, everybody.

25:01 Thank you very much, to the board for updating attendees online this afternoon. Could I please ask attendees online not to close this session as you'll now be automatically redirected for the opportunity to provide your feedback in order that the board can better understand your views and expectations. This may take a few moments to complete, but I'm sure it'll be greatly valued by the company. On behalf of the board of PCF GROUP PLC, we would like to thank you for attending today's general meeting. That now concludes today's session. So good afternoon to you all.