Tue 23 May 2017
Panmure Gordon & Co. plc
(“Panmure Gordon” or the “Company”)
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.”
|Panmure Gordon||020 7886 2500|
|Patric Johnson, Chief Executive Officer|
|Buchanan (Financial PR)||020 7466 5000|
|Bobby Morse/Stephanie Watsonemail@example.com|
|Grant Thornton UK LLP (Nominated Adviser)||020 7383 5100|
|Philip Secrett/Salmaan Khawaja/Jamie Barklem|
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”).
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.
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.
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.
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.