PCF Group (GPW:PCF) — General Meeting

0:01 Good morning, ladies and gentlemen, and welcome to the PCF GROUP PLC General Meeting. In the would now like to hand you over to the Chairman of today's meeting, Mark. Good morning, sir. Good morning. It's my pleasure to welcome shareholders here today in person and virtually for those who are online by the investor meet company link to this general meeting of PCF GROUP. Mark, senior independent director of your company. I'm chairing this meeting this morning as as the Simon Moore is absent attending a funeral today and sent his apologies.

0:58 We are for the purposes of the meeting. Those of you who've attended our general meetings previously will know that there is formal business of the day that will be entered into first. Then I and my fellow directors will answer general questions on the company, including those submitted prior to the meeting. With me today are your directors, Gary Strand and Caroline Richardson, and we also have members of the executive committee present with us. It's now five past ten, and I declare the meeting open. You will all have received the notice of the general meeting posted on the 01/10/2024.

1:45 And with your permission, I'll take that notice as read. Is everybody happy with that? Good. Thank you. As explained in the notice of the meeting, this meeting has been convened to satisfy the requirements of the Companies Act 2006. There are no required resolutions to be put to shareholders to vote on by the act. So to be clear, there will be no voting process today. So it is very much a question and answer session presenting shareholders with an opportunity to discuss the matters before the meeting. To recap on the purpose of the meeting, in circumstances where the value of the company's net assets is equal to or less than half of its called up share capital, constituting a serious loss of capital under the act, as is now the case for the company, we are required pursuant to section six five six of the act to convene this meeting for the purpose of allowing shareholders to consider whether any, and if so, what steps should be taken to deal with the situation.

3:11 In order to facilitate that, what is proposed is that the chief executive officer, Gary Stran, will give a short presentation to set the scene as to how the asset value to share capital value ratio has arrived at where it is, thus requiring this meeting to be held and giving a sense the steps the company has already taken and proposes to continue to take in such circumstances. After which, I'll then open up the meeting to shareholders to raise questions. And in doing so, we will also address questions submitted in advance as well as those raised by shareholders at this meeting. And in doing so, look to discuss the next steps as required by the act.

4:02 Gary, over to you. Thank you, Mark. Good morning, everybody. Obviously, it's a disappointment to evolve, to, the management team and, I'm sure, to shareholders to have a meeting like this. But, I'll now take you through some of the detail which led to this particular position.

4:24 Our share we we start start this at the share suspension in May 21 because I think that's sort of the baseline event. So our shares were suspended in May 21. The reasons for that are well known and were subject to quite a detailed r and s announcement in June 2021. Following that suspension, the focus of the team was to get the business back in shape. So ensure there were no other issues, get our house in order, and regular regularize our statutory reporting with the aim of getting shares unsuspended. The reality is that until we put the house in order, it would be impossible for us to explore any other strategic options for the group. That sort of repair stage was crucial.

5:13 Significant remediation work was undertaken, and there was a new financial control submission to AIM and the appointment of a new external auditor following resignation. That sounds very easy saying it like this on the presentation, but each of those were quite in-depth detailed processes to get through. The the trading suspension was lifted, but then the shares were subsequently suspended again in April 22 for technical reasons being that we hadn't produced our annual report and accounts in time, because we were going through the catch up from the early, problems. So next slide, please, Tim. I'll get you used to saying that. Following that, we achieved some stability.

6:06 The second share suspension was listed in May 22. That meant that we were then in a position where we could start thinking about the strategic options for the group. And having engaged corporate finance advisers, we looked at raising capital or executing a strategic transaction of some type, whether that be a merger or a sale. We entered into that process in a formal manner. It was an extensive process. We opened 21 data rooms for interested parties. We received five nonbinding offers for the group or parts of it, but, ultimately, all of those strategic discussions failed.

6:55 Primary reason for that was uncertainty around what is now known as historical commission issues. That's new now current news. There's an FCA wide industry investigation. And And for our prospective counterparties, most of them, that was a major uncertainty which they couldn't get over. We did make reference to this in our, annual report accounts for the financial year 2122. While we were running those processes, we thought it was important that we kept the the brand of the of the business alive.

7:42 We stayed in the marketplace. We continued lending as best we could given our capital restrictions. We continued to operate a business as usual operation. Clearly, if we hadn't have done that, it would have presented us as a fire sale to any prospective, purchaser, which would have impacted value. Unfortunately, that strategic process didn't deliver a transaction. We were unable to raise growth capital for the same reasons, and we concluded that exiting the market was the the most appropriate action.

8:23 We announced the suspension of new lending in October 22, and we then announced that we would exit the market in November 22. And as part of that process, we delisted from from because that was the right thing to do in terms of the complexity of the business and from a cost perspective. At that point, we immediately implemented cost reduction measures. So within four to six weeks, if my memory serves me correctly, we had unfortunately made redundant our entire new business team, and we had a plan for cost reduction as we went through this process. But we decided that we would pursue a twin track approach of still looking to explore an entity sale because we did have a a banking license.

9:17 So could we could we some way sell the legal entity without the liabilities which may or may not have arisen as a result of the historical commission issue, but also running alongside that looking at a process to sell the the loan book, the the business's assets. Late June twenty three, our last credible entity sale discussions were terminated. But as a result of our twin track approach, we were able to execute sale of our loan portfolio within days to a single buyer, being the most attractive option of the four bids that we received for the assets. And one of the the key issues for us was finding a buyer who was prepared to buy all of the assets.

10:09 Clearly, having liquidated the assets, our priority then was to repay our depositors as quickly as possible. And we made a public announcement to that effect, and we achieved that when we repaid the last depositor in October 23. Very unusually, we did manage to repay all of our depositors or their representatives, so there was no need for us to create a trust to hold account that's funds for which, again, represented a significant cost saving. And as far as we can ascertain, we did this more quickly than anybody had done it before, and that has a real impact on the cost base of the group. Because, Because, clearly, the sooner you can repay depositors, the sooner you can decommission parts of your operational infrastructure, and you've got to repay depositors before you can think about surrendering your license. So there was a a real aim to do that as quickly and as efficiently as possible.

11:20 Having repaid our depositors, our aim continued to be to complete the runoff process and liquidate the group as quickly as possible. This Yeah. This is is a time is money situation. The sooner we can liquidate the group, the less money we spend doing it. It's a matter of public record that we surrendered our licenses to the FCA and PRA in December, and we now await their acceptance of these surrenders. They have six months to do that from receiving a completed and eligible application. In the operation in the intervening period, we are still regulated regulated financial services entity. So we still have to run certain operations, and we still have certain regulatory reporting obligations, and we're doing that as as efficiently and as effectively as we can.

12:17 The group now has got less than fewer than 20 employees, including directors. Nearly a 100 people were made redundant. The rest went through some type of natural attrition. And, again, unusually, we didn't have a single employment tribunal claim, which is a testament to the way that my team executed that process. Caroline, as was announced late last week, will leave the group tomorrow effectively following this meeting. This meeting is about the the net asset value of the the business. So, it was convenient because we triggered the 50% of approximately a share capital of roundabout 17,000,000.

13:11 The the primary material drivers for the reduction of cap capital are just the natural impact of a runoff. So we sold our loan book. That was sold at a discount. People have to understand that we sold a fixed rate loan book in a rising interest rate environment against a macroeconomic backdrop, which was expecting an increase in impairments and defaults. So selling it at a discount is an entirely predictable thing to happen. That obviously has an impact on the capital. And then the group has accumulated losses as a result of the remediation activity that we had to undertake.

14:01 Professional services assisting us with that, operational wind down costs, which naturally includes staff, professional fees. And then there are a number of technical accounting adjustments which which occur when you go from being a going concern accounting basis to a gone concern accounting basis, which such as the impairment of intangibles. And as Mark has already said, the the the business of the meeting is to consider whether any, and if so, what steps should be taken to address the serious loss of capital pursuant to the company's act. It's the view of the board and it's certainly the view of me as chief executive that in a runoff scenario with a business with a capital base of this type, this this is a natural corollary of the runoff process.

15:03 Point one, I've just covered. To be absolutely clear here, one of the things that the board were very, very focused on through all of this, as they are duty bound to do, was trying to find a solution which created the best value for shareholders. And there was, you know, an incredible amount of effort in achieving that. Outside events conspired against us, therefore, we have to conclude that this was an unsuccessful process. And so, therefore, this is no longer a turnaround scenario. And as I said earlier, it remains the view of the board that the runoff process should continue despite the continuing impact on capital. It is a natural corollary of the runoff process.

16:00 Yeah. Yeah. This isn't a pretty slide, but it's there just to show people what happened. As you can see there, the effect on our equity position March 21. You can see a big drop there when we executed the asset sale. That's the impact of the the loss on sale impacting our net asset value. And as as you you can can see, see, it it plateaus there. There's a couple of moves for technical reasons, but it would be fair to say that that will continue on a downward perspective and, sorry, trajectory unless something unusual happens such as there are some contingent assets that we are pursuing that we make no allowance for. And if some of them were to be successful, there may be a slight change to the shape of that that graph.

17:02 And then, again, just to to show there what the impact of the shares being suspended, you can see there that once the shares were readmitted to the market, there was a considerable drop in the market cap of the business, which is obviously a direct result of the dynamics of the market being that there were more buyers than sellers. You can see the delisting pool there. So that concludes the presentation. Obviously, we have a number of pre submitted questions, and we'll deal with those. But from there, back to Mark. Thank you, Gary. I propose that we now take specific questions on the loss of capital and next steps, and we'll deal with more general questions on the company and its business after that first phase of the meeting. But before we move on to that, just to to comment that in the presentation, Gary has covered ground that that does answer some of the questions that have been pre submitted. So we'll sort of try and navigate our way through the meeting without duplicating answers to to to questions as we go.

18:26 So to start the process, I'm going to ask Tim of Tavistock if he can take us through the questions posted in advance online, and I'm going to ask Gary to sort of determine whether he he wants to answer those questions or pass them pass them out to other people on the on the table in the interest of efficiency. We we have tried to group together some of the questions to to cover the same subject on the loss of capital and next steps, and then further questions we can have after we've got through this phase of the meeting. But, again, just to reiterate, thanks to to people online and and in the room who've submitted questions up to this point. So, over to you. Thanks.

19:14 So first question, do my shares in PCF Bank have any residual value? How can I find a buyer for these shares? And what's happened to the money realized from the sale of assets in 2023? K. So happy for me to say that. Yeah. Okay. So, obviously, peep can trade their shares via asset match. Residual value, well, we've talked about net asset value. I'm I'm not too sure if that's what people mean by residual value. And, obviously, there is a a share price on on asset match if you can find buyers and sellers. The the money that was realized from the sale of the assets is covered in the next question, Tim, isn't it? So do you want me to so I'll just naturally go on. Yeah. So the funds received from the sale of the assets have been primarily used to repay depositors.

20:07 That was the biggest for the business. Other liabilities as they fell due, costs associated with liquidating the business, and normal operational expenses. Right. So you said that next question is what's happened to the unrealized sale of the assets in in 2023? Our next question was the amount we called up share capital. Caroline, do wanna do that one? Sounds like a number one. So the exact number is £60,690,506 at 80p. And what is the amount of the net assets and net assets per share? Share. We are not going to disclose the current net assets per per share at this stage.

20:52 We last published the accounts to September 22, where net net assets were 38,500,000, according to 11.5p per share. The meetings we called as the net assets value is less than 50% of the around 17,000,000 share capital. So we are our net asset value is obviously less than that $88,500,000 share capital. Last question, under what circumstances can you not now tell us the share? We'll be in tomorrow. You're obviously all looking short and intermediate future.

21:37 Why is that not incredible in this meeting? Can can I can I suggest that we get through these questions? And then then then we come back, and we'll deal with that. Okay. And I guess just just to add that we we've previously given guidance that we expect any final distribution to be negligible, and we've not amended that guidance. That's just what is the figure for liabilities? When are they due? And can they be repaid? And so our remaining liabilities now are our tier two capital and the stuff related exit costs and other accruals for general running costs, which include things like tax, professional services fees, utility bills, etcetera.

22:31 And where there's been value for us to prepay and close out liabilities and contracts, we've done so. We've not been able to do that for all contracts. And ultimately, the level of any future liabilities, our remaining costs for for the group, it is dependent on the time it takes for us to to liquidate the group. And I think this was caused slightly in the presentation, but the timing for the completion of the strategy to wind up the group and the impact the FC investigation into historic finance commissions will have in that process. It's a the the the the timing. So this is as soon as we receive the surrender of licenses, if we do, because, obviously, that's a matter for the FCA and the the PRA, directors will then undertake a assessment of the solvency of the the business.

23:35 Assuming that we sign that the the business is solvent, we'll appoint a liquidator, and then the dissolution process will start. If we were to receive the surrender of our permissions today, I would imagine that we would be looking at the complete dissolution of the group subject to shareholders giving permission for us to put it into liquidation, which is another meeting that we will have to have in due course depending on how the liquidator goes about this. I think a time span of six months, something like that, would not be unreasonable from today. But the key event is the surrender of the licenses.

24:21 Without the licenses being accepted for surrender, we cannot move on to the next stage of the process. And then did you on historic commissions? Well, the historical finance commissions does have the ability to delay the liquidation of the group dependent on the position that the regulator takes regarding the surrender of the license while that's ongoing. But I think that the general view is that the outcome of all of that activity remains incredibly uncertain. But, clearly, things could change, and it could have an impact on us.

25:09 Right. Next question. What are views of Summers and the current status of the £10,000,000 standby facility? We can't speak for some of us, but we can confirm that their support for the company is as publicly announced. And the board are very grateful for that support, the standby facility does stay in place as previously announced. Do you have any forward projections available? We have publicly announced that we believe that if there is a distribution to shareholders, it will not be a meaningful distribution. And then the next question, when do you expect the banking license to be liquefied? They've covered that already.

25:58 Net cost. Specifically has happened since 09/30/2022 to cause cause net assets to reduce to less than 50% of issued share capital? This amount of loss is possibly 30,000,000 having been incurred in the last past fifteen months. I think you touched on this already. Yeah. Principally, the impact of the sale of the loan book, the discount that we took on selling the loan book, and the the costs associated with running the business. Right. Next question we touched on already as well. The size of the loss on the loan book. We are not allowed to disclose the sale price of that loan book, and so therefore the loss, because that is a contractual obligation on us from the buyer.

26:49 And that's why do the business costs continue to be so large? Well okay. Large is an interesting term. We've we've reduced the the headcount of the group very quickly. We still have obligations that we have to fulfill, and we're doing that with the minimum level of staff we can. Reduced the size of the board as quickly as we can. I think there's a question on that a little bit later. And so we are running this bank with the the minimum level of staffing and cost that we possibly can. So for example, I don't think there's anything sensitive about this.

27:37 Our lease at Old Broad Street was approximately £1,200,000 a year. There was a break clause. And last June, we relocated the business into offices costing us £75,000 a year. That right? Something like that. So we are taking every opportunity we can. We had how many just in terms of the costs, we've had to deal with 300 I'm just asking Steve, our chief staff. 300 contracts, Steve? Yes. So we had approximately 300 suppliers, and that's been managed down to six six seven. And on all of those where where we could, we sought to terminate terminate those contracts on a economically sensible basis.

28:28 Which we consider to do. Yeah. Yeah. Another question on historic historic commissions and what the impact of the common group that is. Karen, do you wanna talk about that? Because there's a note in the Yes. So it may well have an impact. There's still quite a lot of uncertainty. We noted this is a contingent liability in in the accounts where we quantified a range of possible outflows from 300,000 to 2,100,000. The FCA review doesn't conclude or isn't planned to conclude until September this year at the earliest. Now depending on the outcome of that investigation, it could well change that range of impact, but we just we can't quantify what what that could be at this stage because of the level of uncertainty.

29:32 So we keep on top of complaints and continue to monitor the situation. Next question, when will the reports and accounts will be published? So we extended the accounting period through to March 24, and so we have six months for PLC from that date to to publish the accounts and either formal liquidation process hasn't begun by that time. And when will the next AGM be held? That's also six months from the end of March. But but, again, we would hope to come back to shareholders as soon as possible for a meeting to approve the the news to the collection.

30:21 So we'll just talk about that just so people know. Correct me if I'm wrong here, Duncan. Once we're once we've satisfied with the solvency of the group, we will convene a general meeting to seek shareholder approval to put the business into formal liquidation. Twenty one days notice of that. Yeah. So we'll give twenty one days notice of that. And at that point, we will seek approval. If clearly, our view is at the moment that this will be solvent. But if there were any changes to that, so, for example, if anything happened on this historical investigation sorry. The investigation into historical commission structures or anything else which impacted that, clearly, we would make an announcement.

31:17 Next question is just confirming the following numbers. Net assets at the first of September twenty twenty eight point five million. '57 called up share capital at 8,350,000, and the losses in sixteen months is December 1. 09/30/2022, 13,150,000. So we can confirm the net assets number and then call it share capital numbers with or 50% of the share capital numbers we've as we've been through already. And, yes, agree with the the the maths in terms of what the losses would then be. And we're saying that our net assets are less than 50%. So, you know, the losses are at least the 30.15. Can you provide a breakdown to how these losses are made up?

32:07 It seems unlikely that so this was a monthly trade also in the presentation. Let me explain that. Yeah. Given the fact that this was the largest corporate transaction in the company's history and that there is still technically a market in shares of the company, please can you explain the board's rationale for not disclosing the financial details at the time of the announcement? We had a contractual obligation not to. So the the purchaser, who is a purchaser of assets, not want us to disclose the details of that transaction, the economics. You can ex you can you can understand that, can't you? Because, clearly, the economics of the transaction has an impact on their operational activity.

32:56 And in fact, I think that we had to work quite hard to actually get the name of the buyer in the public domain done, couldn't we? It's At at the time of doing the transaction, the buyer, for commercial operational reasons, did not want to be identified, but they have subsequently been identified when the customer's loans were formally and then you transferred over to them in October. Next question. At the ATM last March, you stated that the performance of the loan book was holding up very well and that the credit quality was strong. Why why sell it as a loss? Wouldn't it have been better to collect out? Okay. So we we we had to consider a few things.

33:45 The fur the first one was if we were gonna collect it out, we would have to have retained an operational infrastructure to do that. Against the falling book, you get into all sorts of issues there about retention of staff, economies of scale, etcetera, etcetera. We modeled all of those outcomes with our corporate finance advisers. We were in a position where we had a fixed rate book with a rising interest rate environment. So why would invest in loans yielding x when they could put their money to play in the market at x plus? There were the macroeconomic indicators of the increasing defaults, And we took a view that on balance that we wanted certainty and that the the current economic indicators were such that we didn't wanna be in a position where we where we could have found ourselves with a loan book, which wasn't worth sufficient money to repay our depositors, and that would have been an issue.

34:53 Actually, that's played out because, as you will see in the press, there is rising corporate insolvencies. And there is a chance that if we'd have failed on to this book, ourselves in a very difficult situation. So the board took the decision that for all of those reasons, the ability to repay savers, the certainty, the modeling that was done about the overall outcome to shareholders that it was the right thing to do to sell the book. What is the monthly run rate of trading losses? That That fluctuates because it depends what's happening with redundancies.

35:40 But what we'll say is that, obviously, they reduce each month because we've got less people each month, and and they fluctuate depending on where we are. Is there any benefit in trying to sell the bank as it is today if it still has an IT infrastructure to originate loans and accept and take deposits? We tried to do that, as I said in the presentation. That wasn't possible. And at this stage in the the runoff process, we've decommissioned significant parts of our infrastructure. So there is really nothing left to sell now. And then the last question is why is the board the size it is? So Well, the board after today the board is currently four.

36:29 It will go down to three. We have been very aware of the the the comments regarding the size of the board. We've had to keep the board a minimum size to meet our own governance requirements and regulatory requirements. We looked at reducing the the size of the board earlier. We did it as quickly as we could. And one of the key things that impacted that decision was not just the the regulatory requirements, but there was a legal advice for directors as individuals that it would have been unwise for directors to resign from the board or leave the board until such times as their major liability, I. E, depositors, have been repaid.

37:23 And as soon as those were repaid, you you'll note that three board directors step there. That's the they're all the pre submitted questions. So we should come back. So just come back. The the nav the the the nav value. You said on what basis are we not disclosing? I don't think there is a legal basis, but we can't disclose it because we can caveat it. I think the reason that we felt that it wasn't appropriate to disclose it is, one, it's unwanted, so subject to change. And, two, it sets an expectation which is also subject to change. But I think if you go into the presentation and the nav history, we actually we don't disclose it exactly. But if you draw a straight line across on that table, you can see where we were at the end of December twenty three, the last available number because, obviously, we haven't we've got some flash numbers for January, but not precise numbers.

38:27 And it still, yeah, it still moves around a bit. But if you draw a line across there, you could So why are being so coy? I'm not The type of being coy is kind of past, isn't it? Yeah. I don't think I'd be coy. I think I'm just saying draw a line on a graph. Yeah. So There's been a material loss of shareholder capital Yeah. Of which you as a board have overseen in a latter part. So let's not be coy now. Let's, you know, let's all put our hands up as an organization and and look and say, right. You've got people here who had a severe material loss of capital from decisions you've made. I mean, it's also about the buyer. I I just we're googling. I see asset link. Yeah. Is this a related party? No. No. Will any of you go work for asset? No. Or only if they're part of it?

39:13 No. Thank you. You. So and I don't think we're being coy. I think what we're trying to matter of opinion, Mike. Absolutely. Which is why my opinion is I'm not, and yours is I am. So that's right. It's a matter of opinion. But the but the we're not being coy. What we're saying is that we weren't prepared to give an exact number because it's unaudited, and it's subject to change. Have you got some rumors so I could draw a line in this meeting? Caroline, would you like to give an approximate number? I like I think, to be honest, because it is unaudited, and it's subject to change. So we tell We're not always honest in this situation. You just have to be honest. But We We know know that We everyone in this room who is not a member of your board or connected accepts it's subject to change. The net asset value has been subject to significant change as a result of a decision you've made as a board to sell the assets, we have to accept to shareholders.

40:10 So be honest, we accept to the subject to change. What is the net asset value you could give us subject to change in the future? What's the so, Duncan, should we just give the net asset value at December 23 fully caveated? Yeah. Okay. So it's around 5,000,000 mark. Thank you. Wasn't so hard, was it? No? Thank you. Now, obviously, you know, we understand the calculation you're trying to make. We do it ourselves on a regular basis to assess solvency. Right? There's inherent uncertainty as we've said about the expenses that we incur against that 5,000,000 to what the end point will be. And the significant part of that is the is is in the hands of the regulators around timing because we have to have adequate resources in the business to run a regulated institution until such time as they surrender the license.

41:05 But we've surrendered it. They've got to accept the surrender. So so that's that's the the reason for if if you like. But it's not for verification. It's just that it know those decisions can happen. We know what it is. One of the things you gotta think about, and we think about, is that if you if you give people exact numbers, they latch on to that. And there's no secret about it. We've said it's unaudited, and we don't yeah. It's about just trying to manage people's expectations, but it's out there now. That's fine. You don't need to manage any expectations. Now the reality is there's a catastrophic financial loss of which has occurred and is gonna continue to occur. Yep. Exactly. And some people don't quite see it like that. Oh, yeah. That's that's yeah. It's not your job on how to manage expectations. It's your job to give us facts as a board, unfortunately. Okay. And thank you for giving us that fact.

42:06 So that's it. So Open to the floor. So we've answered all the pre submitted questions, and, obviously, we've answered the the question from the floor. Are there are there any other more any more questions from the room? Are there any more online? This is more online. So a quick question on why it's taking so long to wind things up. Is this reflecting the board's history going forward? It it hasn't it hasn't taken it hasn't taken a long time to wind things up. The loan book the loan book was sold at end of July, and we are at a point where we paid deposits in October, and we surrendered the banking license in December.

42:52 I I suspect it's the fastest it's ever been done. Well, it is. It's a fact. Let's see. Why can't you disclose the loss on sale of assets covered? How can there be any confidentiality issues when the purchase name is not mentioned? Think The the purchase name has Purchase's name is mentioned. Yeah. We need a loss on the settlement of loan funding. This will presumably be disclosed in the next financial statements. So why can't we disclose it now? Because we're not contractually allowed to disclose it now. Why does the board skirt around questions about specific numbers and give answers which leaves shelves in dark the finance of the company. Let me just touch on that. Just touch on here.

43:39 If net assets were £5,000,000 at 12/31/2023, why was this meeting not held earlier? Duncan, do you want to give the legal reason? Yeah. It's it's being transparent. The board was unaware of the company's act requirement. It was brought to its attention by its legal advisers in December, and we've convened the meeting within the time periods required upon becoming aware of the the requirement. And and the legal requirement is the directors call it upon becoming aware. Correct. Which is what we've done. Right. And then last question, will the presentation be available? Yes. It'll be available on. As well, I think, the recording of the And the recording of this whole Yeah. The content and meeting. Yes.

44:27 The other questions you've got? Great. So thank you very much for for those specific questions. We we also throw the floor open for general questions if anybody has any general questions to ask. So either in the room or or online, we've had a fairly wide ranging number of questions anyway. So no more online. And any more questions? Yeah. I'd like to ask you. Follow-up. Asset Asset linked capital, is there any related connection to Solas or any I mean, I don't know this company. Sure. Sure. I'll I'll I'll can see where this one's going, so I'll answer it.

45:15 There is absolutely no relationship of a commercial nature between any of the board members, directors, or employees of the group all summers. Is a complete at arm's length transaction, which was subject to a very hard negotiation and little bit competitive process. Well, you don't know what was paid. Well, you can go. It's cold. Could. Yeah. But there was a competitive process, Ron. Right? We had several bidders and accepted the best bid. Okay.

46:03 One one second. Okay. So I think we've we've exhausted the questions that that are available, and I appreciate this is this is not an easy discussion for for management and probably not for shareholders either, but very much appreciate people's attendance and and call the meeting to a close and wish you a safe journey home. So thank you. Thank you. Perfect. Thank you all to the board for updating attendees online this morning.

46:52 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 morning to you all.