NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE")

FOR IMMEDIATE RELEASE 

29 September 2022

Statement regarding PCF Group plc

Further to the announcement by PCF Group plc ("PCF") on 27 September 2022 in relation to a possible offer by Castle Trust Capital plc ("Castle") for PCF, Castle confirms that it does not intend to make an offer for PCF. This is a statement to which Rule 2.8 of the Code applies.

As is customary under Rule 2.8 of the Code, Castle, and any person(s) acting in concert with it, reserve the right to make or participate in an offer or possible offer for PCF (and/or take any other action which would otherwise be restricted under Rule 2.8 of the Code) within the next six months of the date of this announcement:

a)    with the agreement of the board of PCF;

b)    following the announcement of a firm intention to make an offer for PCF by a third party;

c)    following the announcement by PCF of a Rule 9 waiver proposal (as referred to in Note 1 of the Notes on Dispensations from Rule 9 of the Code) or for a reverse takeover (as defined in the Code); or

d)   where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

Enquiries

Houlihan Lokey

Lawrence Guthrie                 +44 20 7907 4200

Yashin Mody              

Important notices

In accordance with Rule 26.1 of the Code, a copy of this announcement will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) on the website of PCF at https://pcf.bank/ promptly and by no later than 12 noon (London time) on the business day following this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote in any jurisdiction whether pursuant to this announcement or otherwise, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The release, publication or distribution of this announcement in whole or in part, directly or indirectly, in, into or from certain jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.