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Panmure Gordon & Co. PLC (PMR)

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Thursday 21 May, 2009

Panmure Gordon & Co. PLC

Issue of Equity


Panmure Gordon & Co. plc
21 May, 2009


                            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
     required minimum.
·    The  enhanced  balance  sheet  strength  will  furthe r enable the Group to
     execute  client  transactions  and  to  be  a  counterparty of  choice  for
     institutional investors.

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
communications adviser.

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

QInvest LLC
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


1.   Introduction

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
  Chartered Accountants.

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
  Management team.
- 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
  Business School.

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. and

(1) Existing share capital enlarged for issuance under the Placing and taking
    into account in the money options.