Tue 18 Jul 2017
This announcement contains inside information
For immediate release
Panmure Gordon & Co. Plc
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.
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)
Harrison Clarke +44 (0)20 7383 5100
Buchanan Communications Limited (Financial PR adviser to Panmure Gordon)
Richard Darby +44 (0)20 7466 5000
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.
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.