Notification of major interest in shares: 21 April 2016

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Notification of major interest in shares: 21 April 2016

For filings with the FCA include the annex  
For filings with issuer exclude the annex  
 
TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARESi
 
1. Identity of the issuer or the underlying issuer
of existing shares to which voting rights are
attached:
ii
Panmure Gordon & Co PLC (PMR.LN)
2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights x
An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the
notification obligation:
iii
Church House Investments Ltd
4. Full name of shareholder(s)
 (if different from 3.):iv
5. Date of the transaction and date on
which the threshold is crossed or
reached:
v
20 April 2016
6. Date on which issuer notified: 20 April 2016
7. Threshold(s) that is/are crossed or
reached:
vi, vii
3.00%

 

 

8. Notified details:
A: Voting rights attached to shares viii, ix
Class/type of
shares

if possible using
the ISIN CODE
Situation previous
to the triggering
transaction
Resulting situation after the triggering transaction
Number
of
Shares
Number
of
Voting
Rights
Number
of shares
Number of voting
rights
% of  voting rights x
Direct Direct xi Indirect xii Direct Indirect
GB00B97CW509 235,000 235,000 500,000 500,000
B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial
instrument
Expiration
date
xiii
Exercise/
Conversion Period
xiv
Number of voting
rights that may be
acquired if the
instrument is
exercised/ converted.
% of voting
rights
N/A
C: Financial Instruments with similar economic effect to Qualifying Financial Instruments xv, xvi
Resulting situation after the triggering transaction
Type of financial
instrument
Exercise price Expiration date xvii Exercise/
Conversion period
xviii

Number of voting rights instrument refers to

 

% of voting rights xix, xx

 

N/A

 

 

Nominal Delta
Total (A+B+C)
Number of voting rights Percentage of voting rights
500,000 3.22%

 

 

9. Chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held, if applicable:
xxi

 

 

 
Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease
to hold:
12. Date on which proxy holder will cease to hold
voting rights:

13. Additional information:
14. Contact name: Roger Davis
15. Contact telephone number: 01935 382 657

 

London

Panmure Gordon & Co
One New Change
(Entrance on Watling Street)
London
EC4M 9AF
UK
+44 (0)20 7886 2500

Leeds

Panmure Gordon & Co
Park House,
Park Square West
Leeds
LS1 2PW
UK
+44 (0)113 357 1150

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EBT trading plan

Panmure Gordon & Co. plc

(the “Company”)

EBT trading plan

The Company announces that Praxis Trustees Limited, which administers the Panmure Gordon & Co. plc No.2 Employee Benefit Trust (“EBT”), has entered into a new trading plan with the Company, the previous plan expires on 30 April 2016.

Under the trading plan, in the period running from 1 May 2016 to 31 October 2016 the EBT will instruct Panmure Gordon (UK) Limited as broker to acquire ordinary shares of 4p each in the Company for the EBT. Purchases will be limited to 20,000 ordinary shares in any single calendar month and the maximum price paid per ordinary share shall be no more than 110 per cent of the middle market quotation of the Company’s shares on the first business day of the calendar month in which the shares are purchased. While the Company is within a close period, neither the Company nor the EBT will attempt to terminate the trading plan which has now been entered into. The EBT has absolute discretion and independence in respect of all trading decisions it may make in respect of the purchase of ordinary shares pursuant to the trading plan.

Any purchases made by the EBT will be announced to the market at the appropriate time.

Contacts  
Anne-Marie Palmer
Company Secretary 020 7886 2500
Philip Secrett/Salman Khawaja/Jen Clarke
Grant Thornton (Nominated Adviser) 020 7383 5100

Notification of major interest in shares: 31 March 2016

 

TR-1: NOTIFICATION OF MAJOR INTEREST IN SHARES

1. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached: 

 

 

Panmure Gordon & Co PLC (PMR.LN)

2 Reason for the notification (please tick the appropriate box or boxes):
An acquisition or disposal of voting rights

 

x

An acquisition or disposal of qualifying financial instruments which may result in the acquisition of shares already issued to which voting rights are attached
An acquisition or disposal of instruments with similar economic effect to qualifying financial instruments
An event changing the breakdown of voting rights
Other (please specify):
3. Full name of person(s) subject to the notification obligation:  Hunter Hall Investment Management Limited

4. Full name of shareholder(s)

(if different from 3.):

5. Date of the transaction and date on which the threshold is crossed or reached:  23rd February 2016
6. Date on which issuer notified: 25th February 2016
7. Threshold(s) that is/are crossed or reached:  3.00%.

 

 8. Notified details:                                                                                                                                         
A: Voting rights attached to shares 

Class/type of shares

 

if possible using the ISIN CODE

Situation previous to the triggering transaction Resulting situation after the triggering transaction
Number of Shares Number of Voting Rights Number of shares Number of voting rights % of  voting rights 
Direct Direct  Indirec Direct Indirect
GB00B97CW509 0 0 500,000 500,000

 

 

3.22%

 

B: Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument Expiration date 

Exercise/

Conversion Period 

Number of voting rights that may be acquired if the instrument is exercised/ converted. % of voting rights
N/A

 

C: Financial Instruments with similar economic effect to Qualifying Financial Instruments
Resulting situation after the triggering transaction
Type of financial instrument Exercise price Expiration date Exercise/ Conversion period Number of voting rights instrument refers to % of voting rights 
N/A

 

Nominal

 

Delta

 

Total (A+B+C)
Number of voting rights Percentage of voting rights
500,000 3.22%

 

9. Chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held, if applicable: 

Under the Financial Services Reform Act 2001 (Australia) Hunter Hall Investment Management

Limited is the Responsible Entity for the following investment schemes:

HUNTER HALL VALUE GROWTH TRUST (VGT) HUNTER HALL GLOBAL EQUITIES TRUST (GET)

 

Hunter Hall Investment Management Limited is also investment manager for:

HUNTER HALL GLOBAL VALUE LIMITED, which is a public company listed on the ASX Limited

Holder of Voting

Rights

Person registered and entitled to be Registered as Holder Nature of Voting Rights & Control

Hunter Hall

Investment

Management Ltd

JP Morgan Chase Bank, N.A.

as the Custodian of the Hunter Hall Value Growth Trust, Hunter  Hall Global Equities Trust, and Hunter Hall Global Value Limited

Hunter Hall Investment Management

Limited has the power to control the vote attached to the securities, and the power to exercise control over the disposal of securities as:

·          Responsible Entity for the Hunter Hall Value Growth Trust, Hunter Hall Global Equities Trust and

·           Investment Manager for Hunter Hall

Global Value Limited

Hunter Hall

International Limited

As above

Hunter Hall International Ltd has a relevant

interest in the said securities, as it wholly owns Hunter Hall Investment Management Limited.

Hampshire Assets &

Services Pty Ltd, Aubigny Investments Pty Limited,

Zeppelin Investments

Pty Ltd and Peter James Hall (Hampshire Associates)

As above

The Hampshire Associates has a relevant

interest in the said securities as they hold approximately 44.64% of issued securities in Hunter Hall International Ltd. Hampshire Assets & Services Pty Limited, Aubigny Investments Pty Limited and Zeppelin Investments Pty Ltd are controlled by Peter James Hall.

Hunter Hall Global

Value Limited

As above

Hunter Hall Global Value Limited managed

pursuant to an investment management agreement by Hunter Hall Investment Management Ltd.

 

Proxy Voting:
10. Name of the proxy holder:
11. Number of voting rights proxy holder will cease to hold:
12. Date on which proxy holder will cease to hold voting rights:

 

13. Additional information:
14. Contact name: Christina Seppelt
15. Contact telephone number: +612 8224 0328

Note: Annex should only be submitted to the FSA not the issuer

 Annex: Notification of major interests in shares

 

A: Identity of the persons or legal entity subject to the notification obligation

Full name

(including legal form of legal entities)

 

Hunter Hall Investment Management Limited

Contact address

(registered office for legal entities)

Level 2, 56 Pitt St. Sydney NSW 2000

Australia

Phone number & email

 

+612 8224 0328 cseppelt@hunterhall.com.au

Other useful information

(at least legal representative for legal persons)

 

 

B: Identity of the notifier, if applicable

Full name

 

Christina Seppelt

Contact address

Level 2, 56 Pitt Street.

Sydney NSW 2000

Australia

Phone number & email

 

+612 8224 0328 cseppelt@hunterhall.com.au

Other useful information

(e.g. functional relationship with the person or legal entity subject to the notification obligation)

 

General Counsel & Company Secretary

C: Additional information

For notes on how to complete form TR-1 please see the FSA website.

Purchase of Shares: 17 March 2016

Panmure Gordon & Co. plc

(“the Company”)

Purchase of shares

The Company has been notified that the Panmure Gordon & Co. plc No. 2 Employee Benefit Trust (“the EBT”) purchased 20,000 ordinary shares at a price of £0.59 each on 4 March 2016.  These shares are to be held in the EBT and are intended to be used to satisfy share awards made under the Company’s Performance Share Plan or other future plans.  The EBT is a discretionary trust for the benefit of employees including the executive directors of the Company.

PraxisIFM Trustees Limited, as Trustees of the EBT, already held 1,296,972 ordinary shares in the Company, 233,784 of which are the subject of share options granted to employees under the Company’s 2005 Employee Share Option Plan.  The EBT’s total holding following shares that have vested, is now therefore 1,094,011 ordinary shares, representing 7.037% of the Company’s issued share capital.

Enquiries 
Philip Tansey
Chief Financial Officer020 7886 2500
Philip Secrett/Jen Clarke/Salman Khawaja
Grant Thornton Corporate Finance (Nominated Adviser)020 7383 5100

Board Change and Shareholder Financing

Panmure Gordon (AIM: PMR), the independent institutional stockbroker and investment bank, announces that Phillip Wale has stepped down from the Board as Chief Executive Officer and is leaving the Company. Patric Johnson, who was appointed Deputy Chief Executive Officer in October 2015, is appointed Chief Executive Officer with immediate effect, subject to FCA approval.

 

Patric, 44, joined Panmure Gordon in 2013 from Evolution Group (acquired by Investec in 2012), where he served on the board of Evolution Securities and was Head of Distribution. Prior to this role he was co-founder and Chief Operating Officer of ICAP Equities Ltd. He was appointed to the Board of Panmure Gordon in March 2015.

 

Since the trading statement issued on 23 December market conditions have continued to be challenging however, since 1 January 2016 the Company has raised a total of £244 million for clients and advised on three corporate transactions including the acquisition of the “i” newspaper by Johnston Press plc and completion of the rights issue for RPC Group plc.

 

To help fund the continued growth of the business, a £5.0m funding facility has been agreed to be made available to the Company by its main shareholder, QInvest LLC (“QInvest”). The revolving funding facility is Sharia compliant and being provided by QInvest to the Company on an unsecured basis with an initial term of 18 months with a cost of funding equivalent to LIBOR plus 250bp. The Directors of the Company (other than Tamim Al-Kawari, Michael Katounas and Caspar Warre by virtue of their relationship with QInvest LLC) consider, having consulted with the nominated adviser, that the terms of the facility are fair and reasonable insofar as shareholders are concerned.

 

Tamim Al-Kawari, Non-Executive Director of Panmure Gordon and Chief Executive Officer of QInvest commented:

“We are fully supportive of Panmure Gordon and its senior management team and firmly believe in the long term prospects for the business, which are anchored around its heritage, people, breadth of experience and its plans for the future. I would like to take this opportunity to thank Phillip Wale for his contribution to the firm. We look forward to deepening our relationship with Panmure Gordon as it enters a new phase to ensure value creation for all stakeholders.”

 

Chairman, Ed Warner, said:

“We would like to thank Phillip Wale for his hard work and total dedication to Panmure Gordon over the last four years. The Company is greatly indebted to him for his leadership and the Board wishes him every success in his future endeavours.   We are also pleased to welcome Patric to the position of Chief Executive; the Board looks forward to working with him as he implements his strategy for building the business and we very much appreciate the continued support from our major shareholder.”

Enquiries 
Panmure Gordon020 7886 2500
Andrew Adcock, Chairman
Patric Johnson, Chief Executive Officer
Buchanan (Financial PR)020 7466 5000
Mark Edwards/Helen Chan/Stephanie Watsonpanmure@buchanan.uk.com
Grant Thornton Corporate Finance (Nominated Adviser)020 7383 5100
Philip Secrett/Salmaan Khawaja/Jen Clarke

 

Purchase of Shares: 3 February 2016

Panmure Gordon & Co. plc

(“the Company”)

Purchase of shares

The Company has been notified that the Panmure Gordon & Co. plc No. 2 Employee Benefit Trust (“the EBT”) purchased 20,000 ordinary shares at a price of £0.545 each on 3 February 2016.  These shares are to be held in the EBT and are intended to be used to satisfy share awards made under the Company’s Performance Share Plan or other future plans.  The EBT is a discretionary trust for the benefit of employees including the executive directors of the Company.

 

PraxisIFM Trustees Limited, as Trustees of the EBT, already held 1,296,972 ordinary shares in the Company, 287,984 of which are the subject of share options granted to employees under the Company’s 2005 Employee Share Option Plan.  The EBT’s total holding is now therefore 1,316,972 ordinary shares, representing 8.472% of the Company’s issued share capital.

Enquiries 
Panmure Gordon020 7886 2500
Susanna Freeman, Company Secretary
Grant Thornton Corporate Finance (Nominated Adviser)
Philip Secrett/Jen Clarke/Salman Khawaja020 7383 5100

Holding(s) in Company: 9 September 2015

9 September 2015

Panmure Gordon & Co. plc
(“the Company”)

Purchase of shares

The Company has been notified that the Panmure Gordon & Co. plc No. 2 Employee Benefit Trust (“the EBT”) purchased on 8 September 2015, 20,000 ordinary shares at a price of £1.325 each. These shares are to be held in the EBT and are intended to be used to satisfy share awards made under the Company’s Performance Share Plan or other future plans. The EBT is a discretionary trust for the benefit of employees including the executive directors of the Company.

PraxisIFM Trustees Limited, as Trustees of the EBT, already held 1,336,972 ordinary shares in the Company, 287,984 of which are the subject of share options granted to employees under the Company’s 2005 Employee Share Option Plan. The EBT’s total holding is now therefore 1,356,972 ordinary shares, representing 8.729% of the Company’s issued share capital.

Enquiries 
Panmure Gordon020 7886 2500
Susanna Freeman, Company Secretary
Grant Thornton Corporate Finance (Nominated Adviser)
Philip Secrett/Jen Clarke/Salman Khawaja020 7383 5100

Employee Benefit Trust: 20 April 2015

The Company announces that Praxis Trustees Limited, which administers the Panmure Gordon & Co. plc No.2 Employee Benefit Trust (“EBT”), has entered into a new trading plan with the Company, the previous plan expires on 30 April 2015.

20 April 2015

Panmure Gordon & Co. plc

(the “Company”)

EBT trading plan

The Company announces that Praxis Trustees Limited, which administers the Panmure Gordon & Co. plc No.2 Employee Benefit Trust (“EBT”), has entered into a new trading plan with the Company, the previous plan expires on 30 April 2015.

Under the trading plan, in the period running from 1 May 2015 to 31 October 2015 the EBT will instruct Panmure Gordon (UK) Limited as broker to acquire ordinary shares of 4p each in the Company for the EBT. Purchases will be limited to 20,000 ordinary shares in any single calendar month and the maximum price paid per ordinary share shall be no more than 110 per cent of the middle market quotation of the Company’s shares on the first business day of the calendar month in which the shares are purchased. While the Company is within a close period, neither the Company nor the EBT will attempt to terminate the trading plan which has now been entered into. The EBT has absolute discretion and independence in respect of all trading decisions it may make in respect of the purchase of ordinary shares pursuant to the trading plan.

Any purchases made by the EBT will be announced to the market at the appropriate time.

Susanna Freeman
Company Secretary 02078862500
Philip Secrett/Salman Khawaja/Jen Clarke
Grant Thornton (Nominated Adviser) 020 7383 5100

 

Director Shareholdings: 9 April 2015

Panmure Gordon & Co. plc (“the Company”) announces that Phillip Wale, Chief Executive, Philip Tansey, Chief Financial Officer and Patric Johnson, Director were all granted share awards under the Company’s Performance Share Plan on 27 March 2015.

Panmure Gordon & Co. plc

 

Dealings by Directors, PDMRs and Connected Persons

 

 

Panmure Gordon & Co. plc (“the Company”) announces that Phillip Wale, Chief Executive, Philip Tansey, Chief Financial Officer and Patric Johnson, Director were all granted share awards under the Company’s Performance Share Plan on 27 March 2015 as set out below:

 

Phillip Wale 59,779
Philip Tansey 37,638
Patric Johnson 53,137

 

These awards will vest in full on 24 March 2017.

 

In addition the Company was notified on 7 April 2015 of the following transactions by Directors or connected persons under DR 3.1.4R (1) (a) and (b).

 

Mrs K Wale, spouse of Phillip Wale, Chief Executive, purchased 500 ordinary shares at 130p per share on 7 April 2015. Phillip Wale’s resultant holding is 9,000 ordinary shares representing 0.06 % of the issued share capital of the Company. He has another Performance Share Plan award consisting of 168,750 ordinary shares which will vest in 2017, providing performance conditions based on 2015 profitability are met in addition to an award consisting of 32,573 ordinary shares granted in April 2014 which will vest in September 2015.

 

Patric Johnson, Head of Securities, purchased 7,700 ordinary shares at 130p per share on 7 April 2015. His resultant holding is 13,797 ordinary shares representing 0.09% of the issued share capital of the Company. He has another Performance Share Plan award consisting of 33,334 ordinary shares which will vest in March 2017, providing performance conditions based on 2015 profitability are met in addition to an award consisting of 6,097 ordinary shares granted in April 2014 which will vest in September 2015.

 

Philip Tansey’s holding in the Company is 31,900 ordinary shares of 4p each, representing 0.15% of the Company’s issued ordinary share capital.  In addition Mr Tansey has an option over 40,000 ordinary shares at an exercise price of 40p held in the Panmure Gordon & Co. plc No 2 Employee Benefit Trust which are currently exercisable and over which he is able to exercise voting rights, which when aggregated with his existing holding represents 0.46% of the Company’s ordinary issued share capital.  He also holds two further awards under the Performance Share Plan: i) in respect of 8,000 ordinary shares which will automatically vest on 31 March 2016, subject to continued employment with a group company; and ii) in respect of 78,375 ordinary shares which will vest in 2017, providing performance conditions based on 2015 profitability are met in addition to an award consisting of 16,286 ordinary shares granted in April 2014 which will vest in September 2015.

Panmure Gordon

Philip Tansey, Chief Financial Officer 020 7886 2500
Susanna Freeman, Company Secretary 020 7886 2500
Buchanan (Financial PR) 020 7466 5000
Mark Edwards/Helen Chan/Stephanie Watson panmure@buchanan.uk.com
Grant Thornton Corporate Finance (Nominated Adviser)
Philip Secrett/Salmaan Khawaja/Jen Clarke 020 7383 5100

Proxy appointment disclosure: 21 May 2014

The Annual General Meeting of Panmure Gordon & Co. plc was held on 21 May 2014.

All resolutions put to the meeting were approved and were decided on a show of hands.

The following levels of proxy appointments and associated instructions were received prior to the meeting.

1. Receipt of the accounts for the year ended 31 December 2013

For 10,234,547 shares (99.95%)
Against 0 shares  (0.00%)
Discretion 5,600 shares  (0.05%)
Votes withheld 14,848 shares
Total proxy votes cast 10,240,147 shares

 

2. Election of Michael Katounas as a Director

For 10,245,195 shares (99.93%)
Against 1,200 shares  (0.01%)
Discretion 5,600 shares  (0.06%)
Votes withheld 3,000 shares
Total proxy votes cast 10,251,995 shares

 

3. Re-election of Philip Tansey as a Director

For 10,225,805 shares (99.93%)
Against 1,200 shares  (0.01%)
Discretion 5,600 shares  (0.06%)
Votes withheld 22,390 shares
Total proxy votes cast 10,232,605 shares

 

4. Re-election of Ed Warner as a Director

For 10,230,347 shares (99.93%)
Against 1,200 shares  (0.01%)
Discretion 5,600 shares  (0.06%)
Votes withheld 17,848 shares
Total proxy votes cast 10,237,147 shares

 

5. Appointment of KPMG LLP as auditors

For 10,247,795 shares (99.93%)
Against 1,600 shares  (0.02%)
Discretion 5,600 shares  (0.05%)
Votes withheld 0 shares
Total proxy votes cast 10,253,395 shares

 

6. Authority to agree the remuneration of the auditors

For 10,248,095 shares (99.93%)
Against 1,200 shares  (0.01%)
Discretion 5,600 shares  (0.06%)
Votes withheld 100 shares
Total proxy votes cast 10,254,895 shares

 

7. Approval of the Directors’ remuneration report

For 10,229,047 shares (99.89%)
Against 5,200 shares  (0.05%)
Discretion 5,600 shares  (0.06%)
Votes withheld 15,148 shares
Total proxy votes cast 10,239,847 shares

 

8. Authority to allot shares

For 10,244,295 shares (99.91%)
Against 3,800 shares  (0.04%)
Discretion 5,600 shares  (0.05%)
Votes withheld 300 shares
Total proxy votes cast 10,253,695 shares

 

9. Authority to disapply pre-emption rights

For 10,245,595 shares (99.91%)
Against 3,600 shares  (0.04%)
Discretion 5,600 shares  (0.05%)
Votes withheld 200 shares
Total proxy votes cast 10,254,795 shares

 

10. Authority to purchase own shares

For 10,230,047 shares (99.90%)
Against 4,500 shares  (0.04%)
Discretion 5,600 shares  (0.06%)
Votes withheld 14,848 shares
Total proxy votes cast 10,240,147 shares

 

11. Authority to reduce the share capital of the Company

For 10,230,947 shares (99.77%)
Against 18,148 shares  (0.18%)
Discretion 5,600 shares  (0.06%)
Votes withheld 300 shares
Total proxy votes cast 10,254,695 shares