Panmure Gordon & Co. plc
21 May, 2009
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, JAPAN, CANADA, AUSTRALIA, NEW ZEALAND,
THE REPUBLIC OF IRELAND OR THE REPUBLIC OF SOUTH AFRICA
Panmure Gordon & Co. plc
("Panmure Gordon" or the "Company")
Placing of 67,514,813 new Ordinary Shares
at 34 pence to raise £23 million
Panmure Gordon welcomes QInvest as significant new shareholder
The Board of Panmure Gordon is delighted to announce that, following a detailed
review of all proposals received, the Company has conditionally raised
approximately £23 million before expenses in a Placing with QInvest LLC
("Qinvest") of 67,514,813 new ordinary shares ("Ordinary Shares") in the Company
(the "Placing Shares") at a price of 34 pence per Ordinary Share (the
Following the Placing, QInvest will own approximately 44% of Panmure Gordon's
enlarged share capital on a fully diluted basis (1).
Strategic investment in Panmure Gordon by QInvest
· QInvest is Qatar's largest investment bank with US$1 billion of authorised
capital and investments i n the Middle East, UK, continental Europe and the
· Shahzad Shahbaz, CEO of QInvest, spent 25 years with Bank of America where
he was, until 2006, based in London as head of regional investment banking
for Europe, Middle East, and Africa. Subsequent to this, he was CEO of the
Emirates NBD Investment Bank in Dubai.
Placing will significantly enhance Panmure Gordon's balance sheet
· On a pro-forma basis, the Group will have regulatory assets of
approximately £45 million, representing over 3.5 times the regulator's
· The enhanced balance sheet strength will furthe r enable the Group to
execute client transactions and to be a counterparty of choice for
QInvest is an outstanding strategic partner that will enhance Panmure Gordon's
· The investment by QInvest will give Panmure Gordon the financial strength
to grow into new business areas and new geographies.
· Panmure Gordon, through both QInvest and existing shareholder
relationships, will have access to significant pools of capital in the Gulf
· QInvest and the management of Panmure Gordon believe there is significant
opportunity to leverage Panmure Gordon's brand and reputation to service
institutional and corporate clients in the Gulf region.
· QInvest is a long-term investor and highly supportive of Panmure Gordon's
Board strengthened with addition of four new non-executive directors
· Panmure Gordon's board will be expanded to 10 directors with the addition
of four new non-executive directors to be nominated by QInvest.
· The proposed four new directors comprise highly experienced global
investment banking, wealth management and hedge fund professionals, with
specific expertise in building successful financial services businesses.
Tony Caplin, Chairman of the Board, said:
"With our independent advisers, the Board applied a formal process to review
rigorously the proposals put forward by parties interested in investing in the
Company. We wish to put on record our appreciation of all the parties for their
interest in the Company and their clear desire to see the firm grow and prosper.
BlueGem and SPQR Capital are outstanding firms and on behalf of the Board, I
thank them for their conduct and adherence to the spirit of the process. We very
much hope that we can work with them in the future.
"Following the detailed review and after consultation with major shareholders, I
am pleased to announce that the Board has selected the proposal put forward by
QInvest on the basis of their shared vision for the Company's future, the
exceptional contacts they provide in the Middle East and their outstanding
potential to drive new revenues through Panmure Gordon for the benefit of all
the firm's stakeholders.
"We are pleased that QInvest recognised the firm's substantial value,
demonstrated by it proposing the highest subscription price. QInvest is deeply
supportive of the firm's management and I look forward to welcoming the new non-
executive directors to the Board.
"Following the Placing, Panmure Gordon will have a robust balance sheet and,
through QInvest's unique contacts and expertise, every opportunity to achieve
strong growth in the coming years."
Shahzad Shahbaz, Chief Executive Officer of QInvest, said:
"Our investment reflects the strength of our desire to work with the Board and
Tim Linacre over the coming years. We see the firm continuing to provide
outstanding service to clients as it builds on its strengths as a leading
independent corporate stockbroker and investment bank in the UK and as a leading
growth-focused investment bank in the US. Allied to QInvest's Middle East
capabilities, investment management and investment banking expertise, we are
confident of leveraging the Company's platform to create outstanding shareholder
A circular will be posted to shareholders shortly.
Advisers to Panmure Gordon: ING Corporate Finance as corporate finance adviser;
Berwin Leighton Paisner LLP as legal adviser; and Financial Dynamics as
Advisers to QInvest: Qinvest Investment Banking and PricewaterhouseCoopers as
joint corporate finance advisers, Lovells (Middle East) LLP as legal adviser and
Hill & Knowlton as communications adviser.
Panmure Gordon & Co plc
Tim Linacre, Chief Executive: +44 (0)20 7459 3600
Ed Gascoigne-Pees and Billy Clegg, Financial Dynamics: +44 (0)20 7269 7132
Nathaniel Webb, Group Communications Manager: +44 (0)20 7614 8333
Mark Garrood and William Marle, ING Corporate Finance: +44 (0)20 7767 1000
Shahzad Shahbaz, Chief Executive officer: +974 424 6583
Stephen Davie, Hill & Knowlton: +973 3941 8426
Steve Cater and Andrew Perkin, PricewaterhouseCoopers: +44 (0)20 7583 5000
PROPOSED PLACING OF 67,514,813 NEW ORDINARY SHARES AT 34 PENCE PER SHARE TO
RAISE APPROXIMATELY £23.0 MILLION
The Company announces that it has entered into a conditional subscription
agreement with QInvest to raise approximately £23.0 million before expenses by
the issue of 67,514,813 new Ordinary Shares (the "Placing Shares"). The Placing
Shares are being issued at 34 pence per Ordinary Share. The proposed Placing is
conditional, inter alia, on shareholder approval of certain matters relating to
the Placing (the "Proposals"). A circular including, inter alia, a notice of a
general meeting (the "General Meeting") at which the Company's shareholders will
be asked to approve the Proposals will be posted to shareholders shortly.
2. Effect on the Company of the Placing
The Placing will significantly strengthen the Company's balance sheet. On a pro-
forma basis, taking the regulatory assets of the Group as at 30 April 2009
(£23.9 million) and adjusting for the net proceeds of the Placing, the Group
will have regulatory assets of approximately £45 million, representing over 3.5
times the regulator's required minimum. In the opinion of the Directors this
will place the Group in a strong position to withstand further market
turbulence, provide the Group with further strength to execute transactions on
behalf of clients and to be a counterparty of choice to institutional investors.
On completion of the Placing, Shahzad Shahbaz, Rommie Bhutani, Asar Mashkoor and
Nader Shenouda (whose details are set out below) will join the Board.
Shahzad Shahbaz (49), Chief Executive Officer, QInvest
- Shahzad is a UK national with close to 30 years banking experience,
including 13 years in London with Bank of America, at first heading up the
Emerging Markets business, and then as head of the regional investment banking
platform for Europe, the Middle East and Africa.
- Shahzad spent 2 years as CEO of Emirates NBD Investment Bank, successfully
setting up and building a regional investment banking, asset management and
private equity business with approximately 100 employees.
- Shahzad holds a BA in Economics from Oberlin College, Ohio USA.
Rommie Bhutani (40), Co-Head of Principal Investments, QInvest
- Rommie has accumulated more than 18 years of hedge fund, investment banking
and finance experience. Prior to joining QInvest, Rommie co-founded and served
as CIO of the Brevan Howard India Special Opportunities Fund.
- Rommie previously founded and served as Co-Head and Managing Director of
the leveraged finance and sponsor coverage businesses at Bank of America for
Europe, the Middle East and Africa, and served on various committees including
the EMEA Global Markets Management Committee.
- Rommie holds an MBA from the Schulich School of Business at York University
in Canada and is a Chartered Accountant with the Canadian Institute of
Asar Mashkoor (36), Head of Financing & Advisory, QInvest
- Asar has more than 16 years of investment banking and finance experience,
including 7 years at Merrill Lynch in London.
- Asar joined QInvest from Emirates NBD Investment Bank where he was Co-Head
of Capital Markets, Structured Finance and Advisory.
- Asar is a UK national and a qualified Chartered Accountant (ICAEW). He also
holds an Honours degree in Information Systems Engineering from Imperial
College (University of London).
Nader Shenouda (43), Head of Placement & Distribution, QInvest
- Nader has accumulated 18 years of client relationship management experience
in the MENA region, joining QInvest from Coutts & Co in the UK, where he was
Executive Vice President based in London and led the Middle East Wealth
- Prior to joining Coutts, Nader was a Financial Consultant with Merrill
Lynch International based in London where he focused on Ultra High Net Worth
families, family offices and institutional clients in the Middle East.
- Nader holds a Bachelor of Science in Mechanical Engineering from the
American University in Cairo and studied Investment Management at London
3. Principal Terms of the Placing with QInvest
The Company and QInvest have entered into a subscription agreement (the
"Subscription Agreement") under which QInvest has agreed to subscribe for
67,514,813 of the Placing Shares at a price of 34 pence per share subject to the
satisfaction of the following conditions:
i. the approval of the Proposals at the General Meeting;
ii. admission of the Placing Shares to trading on AIM;
iii. approval from the Panel on Takeovers and Mergers of a waiver of Rule 9.1 of
the City Code on Takeovers and Mergers;
iv. approval from the Financial Services Authority; and
v. deemed approval from the United States Financial Industry Regulatory
occurring, in each case, on or before the later of (a) 01 September 2009 and (b)
such later date as is agreed by the parties.
The Company and QInvest have also entered into a relationship agreement. This
agreement is conditional upon completion of the Placing. Under the terms of the
relationship agreement, QInvest has given certain undertakings to ensure, inter
alia, that the Company is able, at all times, to carry on its business
independently of QInvest and that all agreements and arrangements entered into
between the Company and QInvest are on arm's length terms.
The Company and QInvest have also entered into an agreement pursuant to which
QInvest has undertaken to the Company that it will not, for a period of 12
months commencing on the completion of the Subscription Agreement, deal (except
in certain permitted circumstances) in the Ordinary Shares to be issued to it
pursuant to the Placing and will not, for a further period of 12 months, deal in
such shares other than through the Company's broker from time to time.
Notes to editors:
About the Panmure Gordon Group
Founded in 1876, Panmure Gordon & Co (PMR.L) is a leading independent mid-cap
institutional stockbroker and investment bank. Encompassing its US franchise,
ThinkEquity, LLC, the Group employs approximately 250 professionals across the
US, the UK and Nyon, Switzerland, offering a blend of transatlantic financial
services including research, sales and trading, wealth management and asset
management. www.panmure.com and www.thinkequity.com
(1) Existing share capital enlarged for issuance under the Placing and taking
into account in the money options.