Scheme of Arrangement becomes effective

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Scheme of Arrangement becomes effective

This announcement contains inside information

For immediate release

Recommended Acquisition

of

Panmure Gordon & Co. Plc

by

Ellsworthy Limited

Scheme of arrangement becomes effective

Further to the announcement of the sanction of the Scheme by the Court on 14 July 2017, Panmure Gordon is pleased to announce that, following the delivery of the Scheme Court Order to the Registrar of Companies, the Scheme has now become Effective in accordance with its terms.

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on 17 July 2017, will receive 100 pence in cash for each Scheme Share held, unless they have validly elected for the Bidco Unlisted Share Alternative in which case they will be issued with Bidco Shares. The latest date for payment of the cash consideration by cheque or through CREST or for dispatch of Bidco Share certificates is on or by 1 August 2017.

Trading in Panmure Gordon Shares on AIM was suspended with effect from 7.30 a.m. today. The admission to trading of the Panmure Gordon Shares on AIM is expected to be cancelled at Panmure Gordon’s request with effect from 7.00 a.m. on 19 July 2017.

As a result of the Scheme having become Effective, share certificates in respect of Panmure Gordon Shares have ceased to be valid and entitlements to Panmure Gordon Shares held within the CREST system are being cancelled.

Enquiries:

Panmure Gordon & Co. plc

Andrew Adcock, Chairman

Anne-Marie Palmer, Company Secretary              +44 (0)20 7886 2500

Grant Thornton UK LLP (Financial Adviser and Rule 3 Adviser to Panmure Gordon)

Philip Secrett

Salmaan Khawaja

Jamie Barklem

Harrison Clarke +44 (0)20 7383 5100

Buchanan Communications Limited (Financial PR adviser to Panmure Gordon)

Richard Darby    +44 (0)20 7466 5000

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the Scheme Document bear the same meanings when used in this announcement (the “Announcement”).

Disclaimers

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and the Independent Panmure Gordon Directors and no one else in connection with the Acquisition and will not be responsible to anyone other than Panmure Gordon and the Independent Panmure Gordon Directors for providing the protections afforded to clients of Grant Thornton, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Publication on websites

A copy of this Announcement will be available free of charge on Bidco’s and Panmure Gordon’s websites at www.newsandinformation.co.uk and http://www.panmure.com/investor-relations/ respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this Announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Capitalised terms under this heading are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to make a disclosure under Rule 8, you should consult the Panel.

London

Panmure Gordon & Co
One New Change
(Entrance on Watling Street)
London
EC4M 9AF
UK
+44 (0)20 7886 2500

Leeds

Panmure Gordon & Co
Park House,
Park Square West
Leeds
LS1 2PW
UK
+44 (0)113 357 1150

Top

Court sanction of the scheme of arrangement

This announcement contains inside information

For immediate release

 Recommended Acquisition

of

Panmure Gordon & Co. Plc

by

Ellsworthy Limited

 

Court sanction of the scheme of arrangement

Further to the announcement of 30 June 2017, Panmure Gordon is pleased to announce that the Court has today made an order to sanction the Scheme. Accordingly, the last day of dealings in, and registration of transfers of, Panmure Gordon Shares on AIM will be Monday 17 July 2017, and trading in Panmure Gordon Shares on AIM will be suspended with effect from 7.30 a.m. on 18 July 2017.

The Scheme will become Effective on delivery of the Court Order to the Registrar of Companies, which is expected to take place on 18 July 2017, whereupon the entire issued ordinary share capital of Panmure Gordon will be owned by Bidco and a further announcement will be made at that time. Panmure Gordon has applied to the London Stock Exchange for the cancellation of admission to trading of the Panmure Gordon Shares on AIM, which is expected to take effect at 7.00 a.m. on 19 July 2017 (“Cancellation”). Following the Effective Date, share certificates in respect of Panmure Gordon Shares will cease to be valid and entitlements to Panmure Gordon Shares held within the CREST system will be cancelled.

Issue of Equity

Panmure Gordon further announces that it has issued 482,445 ordinary shares of 4 pence each in Panmure Gordon (“New Panmure Gordon Shares”) to satisfy the exercise of options.

In accordance with Rule 2.9 of the City Code on Takeovers and Mergers (the “Code”), following the issue of the New Panmure Gordon Shares, Panmure Gordon’s issued share capital and total voting rights comprises 16,027,918 Panmure Gordon Shares. No shares were held in treasury at the date of this announcement. Application has been made for the New Panmure Gordon Shares to be admitted to trading on AIM, which is not expected to occur before Cancellation.

The above figure (16,027,918 Panmure Gordon Shares) is the figure which may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, Panmure Gordon. The International Securities Identification Number (ISIN) of the Panmure Gordon Shares is GB00B97CW509.

 

Enquiries:

Panmure Gordon & Co. Plc

Andrew Adcock, Chairman

Anne-Marie Palmer, Company Secretary

+44 (0)20 7886 2500

Grant Thornton UK LLP (Financial Adviser and Rule 3 Adviser to Panmure Gordon)

Philip Secrett

Salmaan Khawaja

Jamie Barklem

Harrison Clarke

+44 (0)20 7383 5100

Buchanan Communications Limited (Financial PR adviser to Panmure Gordon)

Richard Darby

+44 (0)20 7466 5000

 

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the Scheme Document bear the same meanings when used in this announcement (the “Announcement”).

Disclaimers

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and the Independent Panmure Gordon Directors and no one else in connection with the Acquisition and will not be responsible to anyone other than Panmure Gordon and the Independent Panmure Gordon Directors for providing the protections afforded to clients of Grant Thornton, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Publication on websites

A copy of this Announcement will be available free of charge on Bidco’s and Panmure Gordon’s websites at www.newsandinformation.co.uk and http://www.panmure.com/investor-relations/ respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this Announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Capitalised terms under this heading are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to make a disclosure under Rule 8, you should consult the Panel.

Settlement Agreement

For Immediate Release

Panmure Gordon & Co. plc (“the Company”)

Settlement Agreement

The Company announces that further to the announcement dated 12 April 2017, which set out that Patric Johnson will step down as Chief Executive Officer upon the Scheme becoming Effective which, as announced on 30 June 2017, is expected to be 18 July 2017 (the “Departure Date”), the Company has entered into a settlement agreement with Mr Johnson for the terms of his departure from the Company (the “Settlement Agreement”).

Mr Johnson will continue to receive his normal salary and benefits up to the Departure Date. Under the terms of his service agreement, after a change of control, Mr Johnson would be entitled to twelve months’ notice. The Company’s remuneration committee have decided that Mr Johnson will also receive a discretionary termination payment of £122,700 in recognition of his stewardship during the past six months.

In accordance with the terms of the Settlement Agreement, 310,910 performance plan options, which were granted to Patric Johnson in March 2016 and which are due to vest in March 2018 and March 2019 will lapse upon the Scheme becoming effective, in accordance with the share plan rules.

Enquiries:

Panmure Gordon & Co. plc Anne-Marie Palmer, Company Secretary

+44 (0)20 7886 2500

Grant Thornton UK LLP (Financial Adviser and Rule 3 Adviser to Panmure Gordon)

Philip Secrett, Salmaan Khawaja, Jamie Barklem, Harrison Clarke

+44 (0)20 7383 5100

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the scheme document dated 12 April 2017, which was sent or otherwise made available to Panmure Gordon shareholders (the “Scheme Document“) bear the same meanings when used in this announcement (the “Announcement“).

Disclaimers

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and the Independent Panmure Gordon Directors and no one else in connection with the Acquisition and will not be responsible to anyone other than Panmure Gordon and the Independent Panmure Gordon Directors for providing the protections afforded to clients of Grant Thornton, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Hopton Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Hopton Advisers, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement is for information purposes only and 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 or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Acquisition. Any response to the Acquisition should be made only on the basis of information contained in the Scheme Document. Panmure Gordon Shareholders are advised to read the formal documentation in relation to the Acquisition carefully.

This Announcement has been prepared for the purposes of complying with the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Publication on websites

A copy of this Announcement will be available free of charge on Bidco’s and Panmure Gordon’s websites at www.newsandinformation.co.uk and http://www.panmure.com/investor-relations/ respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this Announcement.

Disclosure requirements of the Takeover Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Capitalised terms under this heading are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to make a disclosure under Rule 8, you should consult the Panel.

Second Timetable Update

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION (INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

 

FOR IMMEDIATE RELEASE

30 JUNE 2017

 

 RECOMMENDED ACQUISITION

of

PANMURE GORDON & CO. PLC

by

ELLSWORTHY LIMITED

 

SECOND TIMETABLE UPDATE

 

Further to the announcement on 14 June 2017, Panmure Gordon & Co. plc (“Panmure Gordon“) and Ellsworthy Limited (“Bidco”) announce that the FCA has now approved the application by Bidco regarding the change in controller which would result on the scheme of arrangement under Part 26 of the Companies Act (the “Scheme”) becoming effective.   

As a result, the timetable for the Scheme has now been set as follows:

 

Event

2017

Scheme Court Hearing (to sanction the Scheme)

14 July

Scheme Record Time

6.00 pm on 17 July

Last day of dealings in Panmure Gordon Shares

17 July

Suspension of trading on AIM in Panmure Gordon Shares

7.30 am on 18 July

Effective Date of the Scheme

18 July

Cancellation of trading on AIM of Panmure Gordon Shares

7.00 am on 19 July

Latest date for payment of cash consideration by cheque or through CREST, and latest date for dispatch of Bidco Share certificates

within 14 days of the Effective Date

Long Stop Date

31 August

 

If there are any further changes to the expected dates set out above, Panmure Gordon will give notice of such changes by issuing an announcement through a Regulatory Information Service and via its website at http://www.panmure.com.

Enquiries:

Ellsworthy Limited
Matthew Hansen
Michael Katounas

+44 (0)20 3551 7850

 

Hopton Advisers LLP (Financial Adviser to Bidco)
Colin La Fontaine Jackson

+44 (0)20 7036 1633

Teneo Blue Rubicon (PR Adviser to Bidco)
Anthony Silverman

+44 (0)20 7420 3149

Panmure Gordon & Co. plc
Andrew Adcock, Chairman
Patric Johnson, Chief Executive

+44 (0)20 7886 2500

Grant Thornton UK LLP (Financial Adviser and Rule 3 Adviser to Panmure Gordon)

Philip Secrett

Salmaan Khawaja

Jamie Barklem

Harrison Clarke

+44 (0)20 7383 5100

Buchanan Communications Limited (Financial PR adviser to Panmure Gordon)

Bobby Morse

Stephanie Watson

+44 (0)20 7466 5000

 

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the scheme document dated 12 April 2017, which was sent or otherwise made available to Panmure Gordon shareholders (the “Scheme Document“) bear the same meanings when used in this announcement (the “Announcement“).

Disclaimers

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and the Independent Panmure Gordon Directors and no one else in connection with the Acquisition and will not be responsible to anyone other than Panmure Gordon and the Independent Panmure Gordon Directors for providing the protections afforded to clients of Grant Thornton, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Hopton Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Hopton Advisers, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement is for information purposes only and 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 or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Acquisition. Any response to the Acquisition should be made only on the basis of information contained in the Scheme Document. Panmure Gordon Shareholders are advised to read the formal documentation in relation to the Acquisition carefully.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Panmure Gordon Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Panmure Gordon Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Code, the Acquisition is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Acquisition to Panmure Gordon Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Acquisition is subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

Publication on websites and availability of hard copies

A copy of this Announcement and the Scheme Document will be available free of charge and subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco’s and Panmure Gordon’s websites at www.newsandinformation.co.uk and http://www.panmure.com/investor-relations/ respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this Announcement.

A hard copy of this Announcement will be sent to Panmure Gordon Shareholders (other than Panmure Gordon Shareholders who have elected to receive electronic communications) in the near future. Panmure Gordon Shareholders may request a hard copy of this Announcement by contacting Anne-Marie Palmer, Company Secretary, during business hours on +44 (0)20 7886 2500 or by submitting a request in writing to Anne-Marie Palmer, Company Secretary, at Panmure Gordon & Co. plc, 1 New Change, London, EC4M 9AF. Panmure Gordon Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Information relating to Panmure Gordon Shareholders

Addresses, electronic addresses and certain other information provided by Panmure Gordon’s Shareholders, persons with information rights and other relevant persons for the receipt of communications from Panmure Gordon may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Capitalised terms under this heading are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to make a disclosure under Rule 8, you should consult the Panel.

Timetable Update

Not For Release, Publication Or Distribution In Whole Or In Part, Directly Or Indirectly In, Into Or From Any Jurisdiction (Including The United States Of America) Where To Do So Would Constitute A Violation Of The Relevant Laws Or Regulations Of Such Jurisdiction

For Immediate Release

14 June 2017

Recommended Acquisition

of

Panmure Gordon & Co. Plc

by

Ellsworthy Limited

Timetable Update

On 17 March 2017, the boards of Panmure Gordon & Co. plc (“Panmure Gordon”) and Ellsworthy Limited (“Bidco”) announced that they had reached an agreement on the terms of a recommended acquisition pursuant to which Bidco intends to acquire the entire issued and to be issued share capital of Panmure Gordon (the “Acquisition”). The Acquisition is being implemented by means of a scheme of arrangement under Part 26 of the Companies Act to be sanctioned by the Court (the “Scheme”) and a scheme circular was published by Panmure Gordon on 12 April 2017 (the “Scheme Document”).

Capitalised terms in this Announcement, unless otherwise defined, have the same meaning as set out in the Scheme Document and all references to times in this Announcement are to London time unless otherwise stated.

Shareholders are now provided with the following update in respect of the satisfaction/waiver of the Conditions to the Scheme and the expected timing for the Scheme becoming Effective.

An application to the FCA for its approval of the change in controller which would take place as a result of the Acquisition becoming effective has been submitted by Bidco. However, the period during which the FCA is entitled to complete its review does not conclude until 15 August 2017. The FCA has not yet completed its review and, therefore, the timetable will be extended from the indicative timetable set out in the Scheme Document. Bidco will continue to work with the FCA with a view to the review being completed in advance of 15 August 2017, however there can be no assurance that the review will be completed by an earlier date.

The Scheme Court Hearing to sanction the Scheme, which according to the indicative timetable contained in the Scheme Document was due to take place on 16 June 2017, will be postponed until a later date following completion of the FCA review process, but prior to the Long Stop Date of 31 August 2017. Panmure Gordon will give notice in due course of the proposed date for the Scheme Court Hearing and the Effective Date of the Scheme (and related dates) by issuing an announcement through a Regulatory Information Service and via its website at http://www.panmure.com/.

Enquiries:

Ellsworthy Limited
Matthew Hansen
 Michael Katounas
+44 (0)20 3551 7850

Hopton Advisers LLP (Financial Adviser to Bidco)
Colin La Fontaine Jackson
+44 (0)20 7036 1633

Teneo Blue Rubicon (PR Adviser to Bidco)
Anthony Silverman
+44 (0)20 7420 3149

Panmure Gordon & Co. plc
Andrew Adcock, Chairman
Patric Johnson, Chief Executive
+44 (0)20 7886 2500

Grant Thornton UK LLP (Financial Adviser and Rule 3 Adviser to Panmure Gordon)

Philip Secrett

Salmaan Khawaja

Jamie Barklem

Harrison Clarke
+44 (0)20 7383 5100

Buchanan Communications Limited (Financial PR adviser to Panmure Gordon)

Bobby Morse

Stephanie Watson
+44 (0)20 7466 5000

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the Scheme Document bear the same meanings when used in this announcement (the “Announcement”).

Disclaimers

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and the Independent Panmure Gordon Directors and no one else in connection with the Acquisition and will not be responsible to anyone other than Panmure Gordon and the Independent Panmure Gordon Directors for providing the protections afforded to clients of Grant Thornton, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Hopton Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Hopton Advisers, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement is for information purposes only and 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 or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Acquisition. Any response to the Acquisition should be made only on the basis of information contained in the Scheme Document. Panmure Gordon Shareholders are advised to read the formal documentation in relation to the Acquisition carefully.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Panmure Gordon Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Panmure Gordon Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Code, the Acquisition is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Acquisition to Panmure Gordon Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Acquisition is subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

Publication on websites and availability of hard copies.

A copy of this Announcement and the Scheme Document will be available free of charge and subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco’s and Panmure Gordon’s websites at www.newsandinformation.co.uk and http://www.panmure.com/investor-relations/ respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this Announcement.

A hard copy of this Announcement will be sent to Panmure Gordon Shareholders (other than Panmure Gordon Shareholders who have elected to receive electronic communications) in the near future. Panmure Gordon Shareholders may request a hard copy of this Announcement by contacting Anne-Marie Palmer, Company Secretary, during business hours on +44 (0)20 7886 2500 or by submitting a request in writing to Anne-Marie Palmer, Company Secretary, at Panmure Gordon & Co. plc, 1 New Change, London, EC4M 9AF. Panmure Gordon Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Information relating to Panmure Gordon Shareholders

Addresses, electronic addresses and certain other information provided by Panmure Gordon’s Shareholders, persons with information rights and other relevant persons for the receipt of communications from Panmure Gordon may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Capitalised terms under this heading are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to make a disclosure under Rule 8, you should consult the Panel.

Elections for the Bidco unlisted share alternative

Not for release, publication or distribution in whole or in part, directly or indirectly in, into or from any jurisdiction (including the United States of America) where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

For immediate release.

13 June 2017

Recommended Acquisition of Panmure Gordon & co. Plc

By

Ellsworthy Limited

Elections for the BIDCO unlisted share alternative

Further to the announcement on 2 June 2017, Panmure Gordon & Co. plc (the “Company” or “Panmure Gordon”) and Ellsworthy Limited announce an aggregate of 2,337,878 valid elections have been received for the Bidco Unlisted Share Alternative representing approximately 15.0 per cent. of the total number of Bidco Shares to be in issue once the Scheme becomes effective.

Elections for the Bidco Unlisted Share Alternative have been oversubscribed and, as a consequence, valid elections will be scaled down such that Bidco Shares issued pursuant to the Bidco Unlisted Share Alternative will represent an aggregate of 12.5 per cent. of the total number of Bidco Shares to be in issue immediately following the Scheme becoming effective, in accordance with the terms of the scheme document dated 12 April 2017, which was sent or otherwise made available to Panmure Gordon Shareholders (the “Scheme Document”). A copy of the Scheme Document is available on Panmure Gordon’s website:  Company Information 

Enquiries:
Ellsworthy Limited
Matthew Hansen
Michael Katounas +44 (0)20 3551 7850
 
Hopton Advisers LLP (Financial Adviser to Bidco)
Colin La Fontaine Jackson +44 (0)20 7036 1633
Teneo Blue Rubicon (PR Adviser to Bidco)
Anthony Silverman +44 (0)20 7420 3149
Panmure Gordon & Co. plc
Andrew Adcock, Chairman
Patric Johnson, Chief Executive +44 (0)20 7886 2500
Grant Thornton UK LLP (Financial Adviser and Rule 3 Adviser to Panmure Gordon)
Philip Secrett
Salmaan Khawaja
Jamie Barklem
Harrison Clarke +44 (0)20 7383 5100
Buchanan Communications Limited (Financial PR adviser to Panmure Gordon)
Bobby Morse
Stephanie Watson +44 (0)20 7466 5000

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the Scheme Document bear the same meanings when used in this announcement (the “Announcement”).

Disclaimers

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and the Independent Panmure Gordon Directors and no one else in connection with the Acquisition and will not be responsible to anyone other than Panmure Gordon and the Independent Panmure Gordon Directors for providing the protections afforded to clients of Grant Thornton, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Hopton Advisers LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Bidco and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Hopton Advisers, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Further information

This Announcement is for information purposes only and 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 or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Acquisition. Any response to the Acquisition should be made only on the basis of information contained in the Scheme Document. Panmure Gordon Shareholders are advised to read the formal documentation in relation to the Acquisition carefully.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.
The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Panmure Gordon Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Panmure Gordon Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Code, the Acquisition is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Acquisition to Panmure Gordon Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Acquisition is subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

Publication on websites and availability of hard copies.

A copy of this Announcement and the Scheme Document will be available free of charge and subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco’s and Panmure Gordon’s websites at www.newsandinformation.co.uk and http://www.panmure.com/investor-relations/ respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this Announcement.

A hard copy of this Announcement will be sent to Panmure Gordon Shareholders (other than Panmure Gordon Shareholders who have elected to receive electronic communications) in the near future. Panmure Gordon Shareholders may request a hard copy of this Announcement by contacting Anne-Marie Palmer, Company Secretary, during business hours on +44 (0)20 7886 2500 or by submitting a request in writing to Anne-Marie Palmer, Company Secretary, at Panmure Gordon & Co. plc, 1 New Change, London, EC4M 9AF. Panmure Gordon Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form. 

Information relating to Panmure Gordon Shareholders

Addresses, electronic addresses and certain other information provided by Panmure Gordon’s Shareholders, persons with information rights and other relevant persons for the receipt of communications from Panmure Gordon may be provided to Bidco during the Offer Period as required under Section 4 of Appendix 4 to the Code.

Disclosure requirements of the Takeover Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Capitalised terms under this heading are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to make a disclosure under Rule 8, you should consult the Panel.

Result of AGM: 8 June 2017

Panmure Gordon & Co. plc

(the “Company”)

Result of AGM

The Company announces that, at the Annual General Meeting held at 10:00am today, all resolutions set out in the Notice of Annual General Meeting dispatched to shareholders on 9 May 2017 were passed by the requisite majorities.

 

Enquiries 
Panmure Gordon020 7886 2500
Patric Johnson, Chief Executive Officer
Buchanan (Financial PR)020 7466 5000
Bobby Morse/Stephanie Watsonpanmure@buchanan.uk.com
Grant Thornton UK LLP (Nominated Adviser)020 7383 5100
Philip Secrett/Salmaan Khawaja/Jamie Barklem

 

Publication on website

A copy of this Announcement will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Panmure Gordon’s website at www.panmure.com, by no later than 12 noon (London time) on the Business Day following the date of this Announcement.  For the avoidance of doubt, the content of such websites are not incorporated into, and do not form part of, this Announcement.

Disclosure requirements of the Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Submission of Deeds of Adherence Extension

RECOMMENDED ACQUISITION

of

PANMURE GORDON & CO. PLC

by

ELLSWORTHY LIMITED

EXTENSION OF TIME LIMIT FOR SUBMISSION OF DEEDS OF ADHERENCE

 

Further to the scheme document dated 12 April 2017, which was sent or otherwise made available to Panmure Gordon Shareholders (the “Scheme Document“), which document, subject to certain restrictions relating to persons resident in Restricted Jurisdictions (as defined in the Scheme Document), is available on Panmure Gordon’s website at http://www.panmure.com/investor-relations/company-information/, Panmure Gordon & Co. plc (the “Company” or “Panmure Gordon“) announces an extension of the time limit for submission of Deeds of Adherence to the Bidco Shareholders’ Agreement.

Such extension may only by utilised by those Panmure Gordon Shareholders who have elected for the Bidco Unlisted Share Alternative in CREST in accordance with the instructions in the Scheme Document prior to the Bidco Unlisted Share Alternative deadline of 1pm today, 2nd June 2017. The extended deadline for submission of Deeds of Adherence to the Company’s registrars is 6pm on Wednesday 7th June 2017.

Copies of the Deed of Adherence are available in .pdf format at Bidco’s website at www.newsandinformation.co.uk, and can also be obtained from the Company’s registrars by telephoning the Company’s registrars, Computershare, between 8:30 am and 5:30 pm (London time) Monday to Friday (except UK public holidays) on 0370 707 1236 from within the UK or +44 370 707 1236 if calling from outside the UK.

Duly executed Deeds of Adherence should be submitted to the Company’s registrars at Computershare, Corporate Actions Projects, Bristol, BS99 6AH prior to 6pm on Wednesday 7th June 2017.

Panmure Gordon Shareholders electing for the Bidco Unlisted Shares Alternative who hold their Panmure Gordon Shares in certificated form (that is, not in CREST), and who have submitted a Form of Election to the Company’s registrars prior to the Bidco Unlisted Share Alternative deadline of 1pm today, 2nd June 2017 need take no further action. Likewise, Panmure Gordon Shareholders who have elected for the Bidco Unlisted Shares Alternative in CREST, and submitted a Deed of Adherence to the Company’s registrars prior to the Bidco Unlisted Share Alternative deadline of 1pm today, 2nd June 2017, also need take no further action.

 

To read the full announcement see here.

Directorate change: 23 May 2017

Panmure Gordon & Co. plc

 (“Panmure Gordon” or the “Company”)

Directorate Change

Further to the announcement on 28 April 2017, Panmure Gordon announces that Steve Baldwin and Lesley Watkins, both Non-Executive Directors of the Company, have tendered their resignations. Both will step down from the Board with effect from the date that the Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006, which was set out on 28 April (the “Scheme”), becomes effective.

Panmure Gordon Chairman, Andrew Adcock commented:                                          

“We would like to thank both Lesley and Steve for their significant contribution to the Company in recent years. Additionally Steve has more recently Chaired the Remuneration Committee and Lesley has been both a Board member and Chair of the Audit, Risk and Compliance committee since 2011. They have both delivered considerable service to the Company and its shareholders and leave Panmure Gordon with our grateful thanks and very best wishes for the future.”

Enquiries 
Panmure Gordon020 7886 2500
Patric Johnson, Chief Executive Officer
Buchanan (Financial PR)020 7466 5000
Bobby Morse/Stephanie Watsonpanmure@buchanan.uk.com
Grant Thornton UK LLP (Nominated Adviser)020 7383 5100
Philip Secrett/Salmaan Khawaja/Jamie Barklem

Definitions

Save where otherwise defined herein or where the context otherwise requires, terms defined in the Scheme Document bear the same meanings when used in this announcement (the “Announcement”).

Disclaimers

Grant Thornton UK LLP, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and the Independent Panmure Gordon Directors and no one else in connection with the Acquisition and will not be responsible to anyone other than Panmure Gordon and the Independent Panmure Gordon Directors for providing the protections afforded to clients of Grant Thornton, or for providing advice in relation to the Acquisition, the contents of this Announcement or any other matter referred to herein.

Inside information

The information contained within this Announcement is deemed by Panmure Gordon to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this Announcement on behalf of Panmure Gordon is Patric Johnson, Chief Executive.

Further information

This Announcement is for information purposes only and 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 or approval in any jurisdiction, pursuant to the Acquisition or otherwise. The Acquisition is being made solely by means of the Scheme Document which contains the full terms and Conditions of the Acquisition. Any response to the Acquisition should be made only on the basis of information contained in the Scheme Document. Panmure Gordon Shareholders are advised to read the formal documentation in relation to the Acquisition carefully.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules and the Code and the information disclosed may not be the same as that which would have been disclosed if this Announcement had been prepared in accordance with the laws and regulations of any jurisdiction outside the United Kingdom.

The statements contained in this Announcement are made as at the date of this Announcement, unless some other time is specified in relation to them, and publication of this Announcement shall not give rise to any implication that there has been no change in the facts set out in this Announcement since such date.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Panmure Gordon Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be affected by the laws of such relevant jurisdictions. Therefore, any persons who are subject to the laws of any jurisdiction other than the United Kingdom or Panmure Gordon Shareholders who are not resident in the United Kingdom will need to inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. Further details in relation to Overseas Shareholders are contained in the Scheme Document.

Unless otherwise determined by Bidco or required by the Code, the Acquisition is not being, and will not be, made available, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality of interstate or foreign commerce of, or any facility of a national state or other securities exchange of, any Restricted Jurisdiction. Accordingly, copies of this Announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this Announcement (including, without limitation, agents, nominees, custodians and trustees) must not distribute, send or mail it in, into or from such jurisdiction. Any person (including, without limitation, any agent, nominee, custodian or trustee) who has a contractual or legal obligation, or may otherwise intend, to forward this Announcement and/or the Scheme Document and/or any other related document to a jurisdiction outside the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction.

The availability of the Acquisition to Panmure Gordon Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

The Acquisition is subject to the applicable requirements of the Code, the Panel and the London Stock Exchange.

Publication on websites and availability of hard copies

A copy of this Announcement and the Scheme Document will be available free of charge and subject to certain restrictions relating to persons resident in Restricted Jurisdictions on Bidco’s and Panmure Gordon’s websites at www.newsandinformation.co.uk and http://www.panmure.com/investor-relations/ respectively, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the contents of those websites are not incorporated into, and do not form part of, this Announcement.

A hard copy of this Announcement will be sent to Panmure Gordon Shareholders (other than Panmure Gordon Shareholders who have elected to receive electronic communications) in the near future. Panmure Gordon Shareholders may request a hard copy of this Announcement by contacting Anne-Marie Palmer, Company Secretary, during business hours on +44 (0)20 7886 2500 or by submitting a request in writing to Anne-Marie Palmer, Company Secretary, at Panmure Gordon & Co. plc, 1 New Change, London, EC4M 9AF. Panmure Gordon Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Disclosure requirements of the Takeover Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Capitalised terms under this heading are defined in the Code, which can also be found on the Panel’s website. If you are in any doubt as to whether or not you are required to make a disclosure under Rule 8, you should consult the Panel.

Annual Report and Accounts 2016 and AGM Notice

Panmure Gordon & Co. plc (“the Company”)

Annual Report and Accounts 2016 and AGM Notice

The annual general meeting of the Company will be held at 10.00 am on Thursday 8 June 2017 at the Company’s offices at One New Change, London EC4M 9AF.

The notice of meeting and a form of proxy, together with the Company’s report and financial statements for the year ended 31 December 2016, are being posted to shareholders today.

A copy of this announcement and the above documents will be made available on Panmure Gordon’s website at www.panmure.com.

 

Enquiries 
Anne-Marie Palmer
Company Secretary 020 7886 2500
Philip Secrett/Salmaan Khawaja/Jamie Barklem/
Harrison Clarke
Grant Thornton UK LLP (Nomad and Broker to Panmure Gordon)020 7383 5100

 

Disclosure requirements of the Code

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1 per cent. or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person’s interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code applies must be made by no later than 3:30 p.m. (London time) on the Business Day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3 of the Code.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code). Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Panel’s website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel’s Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.