Opening position disclosure

Public opening position disclosure by a party to an offer

FORM 8 (OPD)PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the “Code”)1. KEY INFORMATION

(a) Identity of the party to the offer making the disclosure: Panmure Gordon & Co. plc
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is insufficient
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
Use a separate form for each party to the offer Panmure Gordon & Co plc
(d) Is the party to the offer making the disclosure the offeror or the offeree? OFFEREE
(e) Date position held: 24 September 2010
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? NO

2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:

Interests Short positions
Number % Number %
(1) Relevant securities
owned and/or controlled: 0 0
(2) Derivatives (other than
options): 0 0
(3) Options and agreements
to purchase/sell: 0 0

TOTAL: 0 0

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists: n/a
Details, including nature of the rights concerned and relevant percentages: n/a

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(c) Irrevocable commitments and letters of intent

Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code):

None

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure:

Tim Linacre (director) 119,240 ordinary shares 0.08%
Simon Heale (director) 64,240 ordinary shares 0.04%
Ed Warner (director) 100,000 ordinary shares 0.07%
Anthony Cann (director) 196,962 ordinary shares 0.14%
QInvest LLC 67,514,813 ordinary shares 46.51%
Praxis Trustees Limited 9,483,421 ordinary shares 6.53%

Total 77,478,676 53.37%

Praxis Trustees Limited are the trustees of the Company’s employee benefit trust. The holding includes 2,472,738 shares over which Tim Linacre holds an option, exercisable at any time at an exercise price of 4p, and over which he holds the voting rights.

Tim Linacre also holds the following options over unissued shares:
i) 872,731 share options under the Company’s Performance Share Option Plan at an exercise price of 4p, currently exercisable; and
ii) 73,170 share options under the Company’s Approved Share Option Plan at an exercise price of 41p, exercisable between 26 May 2013 and 26 May 2020.

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3 for each additional class of relevant security.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it:
If there are no such agreements, arrangements or understandings, state “none”
None

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to:
(i) the voting rights of any relevant securities under any option; or
(ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced:
If there are no such agreements, arrangements or understandings, state “none”
None

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO

Date of disclosure: 27 September 2010
Contact name: Sarah Wigley
Telephone number: 020 7614 8395

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

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