Mon 8 Dec 2008
Joint announcement re press comment
The respective boards of Ambrian Capital plc (“Ambrian”) and Panmure Gordon & Co. plc (“Panmure Gordon”) (together the “Boards”) note the recent press speculation surrounding a possible transaction between the Companies. The Boards wish to confirm that they have had discussions about a possible combination of Ambrian and Panmure Gordon which may lead either to an offer by Ambrian to acquire the entire share capital of Panmure Gordon or to Panmure Gordon making an offer to acquire Ambrian. The Boards are evaluating the position with their respective advisers and will make a further announcement in due course. Discussions are at a preliminary stage and there can be no assurances that an offer will be made, nor as to the terms on which any offer may be made.
8 December 2008
Evercore Partners (Financial Adviser to Ambrian Capital plc) +44 (0) 20 7268 2757
Anthony Swift/Neal Shah
ING Bank N.V. (Financial Adviser to Panmure Gordon & Co. plc) +44 (0) 20 7767 1000
Dr. Mark Garrood
Collins Stewart Europe Limited (NOMAD to Ambrian Capital plc) +44 (0) 20 7523 8350
Grant Thornton UK LLP (NOMAD to Panmure Gordon & Co. plc) +44 (0) 20 7383 5100
Gerry Beaney/Fiona Kindness
Rule 2.10 information
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, Ambrian plc confirms that, as at the close of business on 5 December 2008, its issued share capital consisted of 106,986,208 ordinary shares of 10 pence each.
The ISIN reference number for these securities is GB0003763140.
In accordance with Rule 2.10 of The City Code on Takeovers and Mergers, Panmure Gordon plc confirms that, as at the close of business on 5 December 2008, its issued share capital consisted of 75,698,381 ordinary shares of 4 pence each.
The ISIN reference number for these securities is GB0032087933.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the “Code”), if any person is, or becomes, “interested” (directly or indirectly) in 1% or more of any class of “relevant securities” of Ambrian or of Panmure Gordon, all “dealings” in any “relevant securities” of that company (including by means of an option in respect of, or a derivative referenced to, any such “relevant securities”) must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction. This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the “offer period” otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an “interest” in “relevant securities” of Ambrian or Panmure Gordon, they will be deemed to be a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all “dealings” in “relevant securities” of Ambrian or of Panmure Gordon by Ambrian or Panmure Gordon , or by any of their respective “associates”, must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the relevant transaction.
A disclosure table, giving details of the companies in whose “relevant securities” “dealings” should be disclosed, and the number of such securities in issue, can be found on the Takeover Panel’s website at www.thetakeoverpanel.org.uk.