Fri 7 Jul 2017
For Immediate Release
Panmure Gordon & Co. plc (“the Company”)
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.
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
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“).
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.
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.