Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

  • FEAnalytics.com
  • FEInvest.net
  • FETransmission.com
  • Investegate.co.uk
  • Trustnet.hk
  • Trustnetoffshore.com
  • Trustnetmiddleeast.com

For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

COOKIES

In order to provide personalised services to and analyse site traffic, we may use a cookie file which is stored on your browser or the hard drive of your computer. Some of the cookies we use are essential for the sites to operate and may be used to deliver you different content, depending on the type of investor you are.

You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

HOW WE USE INFORMATION

We store and use information you provide as follows:

  • to present content effectively;
  • to provide you with information, products or services that you request from us or which may interest you, tailored to your specific interests, where you have consented to be contacted for such purposes;
  • to carry out our obligations arising from any contracts between you and us;
  • to enable you to participate in interactive features of our service, when you choose to do so;
  • to notify you about changes to our service;
  • to improve our content by tracking group information that describes the habits, usage, patterns and demographics of our customers.

We may also send you emails to provide information and keep you up to date with developments on our sites. It is our policy to have instructions on how to unsubscribe so that you will not receive any future e-mails. You can change your e-mail address at any time.

In order to provide support on the usage of our tools, our support team need access to all information provided in relation to the tool.

We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

WHERE WE STORE YOUR PERSONAL DATA

The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

OTHER WEBSITES

Our sites contain links to other websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.

CONTACT

If you want more information or have any questions or comments relating to our privacy policy please email publishing@financialexpress.net in the first instance.

 Information  X 
Enter a valid email address

Panmure Gord &Co plc (PMR)

  Print      Mail a friend

Friday 17 March, 2017

Panmure Gord &Co plc

Recommended Acquisition

RNS Number : 7822Z
Panmure Gordon & Co. plc
17 March 2017
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

17 March 2017

RECOMMENDED ACQUISITION

of

Panmure Gordon & Co. plc ("Panmure Gordon")

by

Ellsworthy Limited ("Bidco")

a company owned and controlled by QInvest LLC ("QInvest") and by a wholly-owned subsidiary of a fund managed by Atlas Merchant Capital LLC ("Atlas")

intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

 

Summary

·      The Panmure Gordon Board and the Bidco Board are pleased to announce that they have reached agreement regarding the terms of a recommended acquisition pursuant to which Bidco intends to acquire the entire issued and to be issued share capital of Panmure Gordon, other than the Excluded Shares (the "Acquisition").  The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act (the "Scheme") (or if Bidco elects, with the consent of the Panel, by way of a Takeover Offer).

·      Bidco is a private company limited by shares, incorporated on 31 January 2017 under the laws of England and Wales for the purpose of implementing the Transaction. Bidco has not traded since the date of its incorporation and has not entered into any obligations, other than in connection with the Transaction. Bidco is owned and controlled by QInvest and by a wholly-owned subsidiary of a fund managed by Atlas.

·      QInvest is Qatar's leading private investment group with operations across the Middle East, Africa and Europe, and one of the world's prominent Islamic financing institutions. QInvest has built world class investment and advisory capabilities, with the highest standards of governance and transparency complementing its client-focused approach. The firm's priority is to deliver high-value propositions, considered solutions and tangible results for its clients and shareholders.

·      Atlas, an investment firm founded in 2013, is focused exclusively on the global financial services sector addressing developed markets. It currently has investments in banking, reinsurance and broking.  Atlas takes a differentiated approach to financial services investments, believing that long-term, merchant capital, balanced with operating experience and regulatory expertise, will best serve its partners and its investments.  Its investment team and operating partners have particularly strong operating and technical backgrounds and Atlas leverages the industry expertise of its investment team and operating partners to build the businesses in which it invests. 

·      Under the terms of the Acquisition, each Scheme Shareholder will be entitled to receive:

100 pence in cash for each Scheme Share (the "Scheme Price").

·       The Scheme Price values the entire issued share capital of Panmure Gordon at approximately £15.5 million.

·      The Scheme Price represents a premium of approximately:

·      68.1 per cent. to the Closing Price of 59.5 pence per Panmure Gordon Share on the Last Practicable Date; and

·      78.1 per cent. to the volume weighted average price of 56.1 pence per Panmure Gordon Share in the twelve month period to the Last Practicable Date.

·      The Cash Price will be financed entirely through equity contributions to be provided by funds managed by Atlas, or affiliates of Atlas, in accordance with the provisions of the Bid Conduct Agreement. Hopton Advisers, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy, in full, the Cash Price under the terms of the Acquisition.

·      As an alternative to the Cash Consideration to which they would otherwise be entitled under the Acquisition, eligible Scheme Shareholders may elect instead to receive Bidco Shares subject to the terms and conditions of the Bidco Unlisted Share Alternative.  The Bidco Shares will be unlisted securities and there are no plans to seek a public quotation on any recognised investment exchange or other market for the Bidco Shares which may be issued to Scheme Shareholders under the Bidco Unlisted Share Alternative. Atlas will control Bidco, through holding a majority of the voting rights attaching to Bidco Shares following the Effective Date.

·      The Panmure Gordon Shares to which the Acquisition relates do not include the Panmure Gordon Shares held by QInvest.  QInvest has agreed, under the terms of the Share Exchange Agreement, that subject to and concurrently with the Scheme becoming Effective, it will transfer all of the Panmure Gordon Shares that it holds as at the Effective Date to Bidco in consideration for the issue to QInvest of shares in Bidco. This mechanism will result in Panmure Gordon becoming 100 per cent. owned by Bidco, and QInvest holding a proportion of the shares in Bidco equal to the proportion of Panmure Gordon Shares which QInvest holds as at the Effective Date. As at the Last Practicable Date, 6,751,400 Panmure Gordon Shares, in aggregate, were held by QInvest, representing approximately 43.43 per cent. of the Panmure Gordon Shares in issue.

·      The Acquisition will be conditional on, amongst other things, the following matters:  

·      the approval by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted;

·      the approval by Panmure Gordon Shareholders of a special resolution (the "Resolution") in connection with the implementation of the Scheme, by the requisite majority at the Panmure Gordon General Meeting;

·      the FCA approving the change of control over Panmure Gordon which would take place as a result of the Acquisition;

·      the sanction of the Scheme by the Court; and

·      the Scheme becoming Effective by no later than the Long Stop Date.

Recommendation

·      The Independent Panmure Gordon Directors, who have been so advised by Grant Thornton, unanimously consider the Cash Consideration to be fair and reasonable.  In providing its advice to the Independent Panmure Gordon Directors, Grant Thornton has taken into account the commercial assessments of the Independent Panmure Gordon Directors.  Grant Thornton is providing independent financial advice to the Independent Panmure Gordon Directors for the purpose of Rule 3 of the Code.

·      Accordingly, the Independent Panmure Gordon Directors intend unanimously to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Panmure Gordon Shareholders vote in favour of the Resolution to be proposed at the Panmure Gordon General Meeting, as each of the Independent Panmure Gordon Directors who are interested in Panmure Gordon Shares have irrevocably undertaken to Bidco to do (or procure to be done) in respect of their own holdings (and those of their family members).

·      In considering the terms of the Bidco Unlisted Share Alternative, the Independent Panmure Gordon Directors and Grant Thornton considered the following issues (as set out in more detail in paragraph 7 and Appendix III):

The Bidco Shares will be:

·      unlisted and not admitted to trading on any stock exchange and therefore will be illiquid. Any assessment of the value of the Bidco Shares should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount; and

·      subject to restrictions on transfer. Certain Panmure Gordon Shareholders may not be able to hold such securities under their investment mandates.

In addition:

·      Panmure Gordon Shareholders will only be able to elect for the Bidco Unlisted Share Alternative in relation to their entire holding of Shares and not part only;

·      the number of Bidco Shares to be issued pursuant to the Bidco Unlisted Share Alternative will be limited to a maximum number of Bidco Shares representing 12.5 per cent. of the total number of Bidco Shares expected to be in issue immediately following the Effective Date. To the extent that elections for the Bidco Unlisted Share Alternative cannot be satisfied in full, they will be scaled back pro rata to the size of such elections and so Shareholders will have no certainty as to the amount of Bidco Shares they would receive;

·      all Bidco Shareholders (including eligible Scheme Shareholders who validly elect for the Bidco Unlisted Share Alternative) will be required to commit to provide their pro rata share of any additional funding required under the Committed Equity Line referred to in the Shareholders' Agreement, if required by the Board (with the approval of a Qualified Majority, as defined in Appendix III);

·      if Bidco Shareholders do not fund their pro rata share of the Committed Equity Line when required, this will be an event of default under the Shareholders' Agreement and they will face dilution of their interest in Bidco. In addition, under the provisions of the Shareholders' Agreement, the defaulting Shareholder may be disenfranchised, or be required to sell its Bidco Shares at a discount to fair value, or be subject to a discount of 15 per cent. on the sale proceeds it would otherwise be entitled to receive on an exit event; and

·      all Bidco Shareholders will be requested to contribute their pro rata share of the Cash Consideration incurred by Bidco in relation to additional Scheme Shares which may be issued in respect of options or awards which become exercisable under the Panmure Gordon Share Schemes as a result of the Scheme. In return for such contribution such contributing Bidco Shareholders will be issued with additional Bidco Shares. Any Bidco Shareholder who does not contribute their pro rata share of such amount will suffer a dilution of their holdings of Bidco Shares in the period following the Scheme becoming Effective.

For the reasons set out above, Grant Thornton are unable to advise the Independent Panmure Gordon Directors whether or not the terms of the Bidco Unlisted Share Alternative are fair and reasonable.

Accordingly, the Independent Panmure Gordon Directors cannot form an opinion on whether or not the terms of the Bidco Unlisted Share Alternative are fair and reasonable and cannot recommend whether or not Shareholders should elect for the Bidco Unlisted Share Alternative.

Shareholders should also ascertain whether acquiring or holding Bidco Shares is affected by the laws of the relevant jurisdiction in which they reside and consider whether Bidco Shares are a suitable investment in light of their own personal circumstances and are, therefore, strongly recommended to seek their own independent financial, tax and legal advice in light of their own particular circumstances and investment objectives before deciding whether to elect for the Bidco Unlisted Share Alternative. Any decision to elect for the Bidco Unlisted Share Alternative should be based on independent financial, tax and legal advice and a full consideration of this Announcement and the Scheme Document (when published).

Irrevocable undertakings and support for the Acquisition

·      Bidco has received irrevocable undertakings from each of the Independent Panmure Gordon Directors who are interested in Panmure Gordon Shares to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Panmure Gordon General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer) in respect of a total of 20,700 Panmure Gordon Shares, representing, in aggregate, approximately 0.13 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date and 0.24 per cent. of the Scheme Shares entitled to be voted at the Court Meeting. The Panmure Gordon Directors other than the Independent Panmure Gordon Directors do not hold any Panmure Gordon Shares.

·      Bidco has also received irrevocable undertakings from certain other Panmure Gordon Shareholders to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Panmure Gordon General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), representing, in aggregate, approximately 16.87 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date and approximately 29.82 per cent. of the Scheme Shares in issue on the Last Practicable Date entitled to be voted at the Court Meeting.

·      Bidco has also received an irrevocable undertaking from QInvest to vote in favour of the Resolution to be proposed at the General Meeting in respect of a total of 6,751,400 Panmure Gordon Shares, representing approximately 43.43 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date.

·      In aggregate, therefore, Bidco has received irrevocable undertakings in respect of (i) 2,643,100 Panmure Gordon Shares, representing approximately 30.06 per cent. of the Scheme Shares in issue on the Last Practicable Date entitled to be voted at the Court Meeting and (ii) 9,394,500 Panmure Gordon Shares, representing approximately 60.43 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date in respect of the Resolution to be proposed at the General Meeting.

Irrevocable Undertakings not to take up the Bidco Unlisted Share Alternative

·      Bidco has received irrevocable undertakings from each of the Independent Panmure Gordon Directors who are interested in Panmure Gordon Shares to accept the Cash Consideration offered in respect of the Acquisition, and not elect to receive the Bidco Unlisted Share Alternative. These irrevocable undertakings represent, in aggregate, approximately 0.13 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date.

·      Bidco has also received irrevocable undertakings from certain other Panmure Gordon Shareholders to accept the Cash Consideration offered in respect of the Acquisition, and not elect to receive the Bidco Unlisted Share Alternative. These irrevocable undertakings represent, in aggregate, approximately 7.83 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date

·      Further details of these irrevocable undertakings are set out in Appendix V to this Announcement.

Scheme Document

The Scheme Document will include further information about the Acquisition, together with notices of the Court Meeting and the Panmure Gordon General Meeting and the expected timetable of the Scheme, and will specify the actions to be taken by Panmure Gordon Shareholders. The Scheme Document will be sent to Panmure Gordon Shareholders as soon as reasonably practicable and, in any event (save with the consent of the Panel), within 28 days of the date of this Announcement and will be made available by Panmure Gordon and Bidco at www.panmure.com and www.newsandinformation.co.uk (subject to certain restrictions in relation to persons in Restricted Jurisdictions).

Comments on the Acquisition

Commenting on the Acquisition, Tamim Al-Kawari, the Chief Executive Officer of QInvest said:

"We have been major investors in Panmure Gordon for more than seven years and are excited about this opportunity to work with Atlas to develop the business, alongside its management team and employees, and to assist it in fulfilling its potential. We are very pleased to have reached agreement with the Independent Panmure Gordon Directors on a proposal for Panmure Gordon Shareholders at a significant premium to the pre-announcement share price. QInvest will maintain its stake in Panmure Gordon as a core shareholder."

Commenting on the Acquisition, Matthew Hansen, the Head of UK and Europe for Atlas said:

"We believe there is significant opportunity for Atlas, in partnership with QInvest, to apply our operational skills and financial services expertise to enhance Panmure Gordon's strong reputation and build a larger, successful boutique investment bank. This long term stabilisation and development can only realistically be achieved as a private company, out of the glare of the public market and the effects of share price movement."

Commenting on the Acquisition, Andrew Adcock, Chairman of Panmure Gordon said:

"The Independent Panmure Gordon Directors believe that the Cash Consideration will be attractive in providing Panmure Gordon Shareholders with an opportunity to exit at a significant premium to the current share price. Against the backdrop of a challenging macro-economic environment, with the resultant market volatility which has in recent years impacted Panmure Gordon's business, the Independent Panmure Gordon Directors believe  that the Scheme Price reflects a fair and reasonable offer. Accordingly, the Independent Panmure Gordon Directors unanimously recommend Shareholders vote in favour of the Scheme. We look forward to working with the management of Bidco to ensure an orderly Acquisition is effected in the best interests of all involved."

General

This summary should be read in conjunction with, and is subject to, the full text of this Announcement (including its Appendices).

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and to the full terms and conditions which will be set out in the Scheme Document.  Appendix II to this Announcement contains the sources of information and bases of calculation of certain information contained in this Announcement.  Appendix III contains further details on Bidco and the Bidco Shares. Appendix IV contains risk factors connected to the Bidco Shares. Appendix V to this Announcement contains a summary of the irrevocable undertakings received by Bidco in relation to the Acquisition.  Appendix VI to this Announcement contains definitions of certain expressions used in this summary and in this Announcement.

Enquiries:


Ellsworthy Limited

+44 (0)20 3551 7850

Matthew Hansen

Michael Katounas

 


Hopton Advisers LLP (Financial Adviser to Bidco)

+44 (0)20 7036 1633

Colin La Fontaine Jackson


Teneo Blue Rubicon (PR Adviser to Bidco)

+44 (0)20 7420 3149

Anthony Silverman


Panmure Gordon & Co. plc

+44 (0)20 7886 2500

Andrew Adcock, Chairman

Patric Johnson, Chief Executive


Grant Thornton UK LLP (Financial Adviser and Rule 3 Adviser to Panmure Gordon)

+44 (0)20 7383 5100

Philip Secrett

Salmaan Khawaja

Jamie Barklem

Harrison Clarke


Buchanan Communications Limited (Financial PR adviser to Panmure Gordon)

+44 (0)20 7466 5000

Bobby Morse

Stephanie Watson


 

Important notices

Hopton Advisers, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Hopton Advisers nor for providing advice in relation to the matters referred to in this Announcement.

Grant Thornton, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and no one else in connection with the Acquisition and, accordingly, will not be responsible to anyone other than Panmure Gordon 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.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition is intended to be implemented by way of a Scheme pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme.  Any decision, vote or other response in respect of 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 once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

This Announcement has been prepared for the purpose of complying with English law, applicable UK regulations and 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 of jurisdictions outside the United Kingdom.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Panmure Gordon Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by laws and/or regulations of those jurisdictions.  In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or to vote their Panmure Gordon Shares with respect to the Resolution at the Panmure Gordon General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or Panmure Gordon General Meeting on their behalf, or Forms of Election relating to the Bidco Unlisted Share Alternative, may be affected by the laws of the relevant jurisdictions in which they are located.  Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Panmure Gordon Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction.  Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

No steps have been taken, nor will any be taken, to enable the Bidco Shares to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to the Bidco Shares has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, the Bidco Shares may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

Where Bidco believes that an election for the Bidco Unlisted Share Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco will have the right to deem that such Scheme Shareholder has not validly elected for the Bidco Unlisted Share Alternative and such Scheme Shareholder will instead receive the Scheme Price in cash in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

Further details in relation to Panmure Gordon Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

Panmure Gordon Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a Court-sanctioned scheme of arrangement under the laws of England and Wales.  This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.  Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

The Bidco Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. Accordingly, notwithstanding the Bidco Unlisted Share Alternative, all Scheme Shareholders shall receive cash, and there shall be no issuance of Bidco Shares to Scheme Shareholders who are located or resident in the United States or are US Persons.

Panmure Gordon's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

 

Forward Looking Statements

This Announcement contains certain statements about Bidco and Panmure Gordon that are, or may be deemed to be, "forward-looking statements" which are prospective in nature.  All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements.  Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably"  or "will" be taken, occur or be achieved.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement.  Any forward-looking statements made in this Announcement on behalf of Bidco or Panmure Gordon are made as of the date of this Announcement based on the opinions and estimates of directors of Bidco, QInvest, Atlas and Panmure Gordon, respectively.  Each of Bidco, QInvest, Atlas and Panmure Gordon and their respective members, directors, officers, employees, advisers, and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.  None of Bidco, QInvest, Atlas or Panmure Gordon, nor their respective members, directors, officers or employees, advisers, nor any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Bidco, QInvest, Atlas or Panmure Gordon.  All subsequent oral or written forward-looking statements attributable to Bidco, QInvest, Atlas or Panmure Gordon or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco, QInvest, Atlas or Panmure Gordon for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details 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).  An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

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, save to the extent that these details have previously been disclosed under Rule 8 of the Code.  A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).

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.

Publication on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Panmure Gordon's website at www.panmure.com and Bidco's website at www.newsandinformation.co.uk, by no later than 12 noon (London time) on the Business Day following the date of this Announcement.  For the avoidance of doubt, the content of such websites are not incorporated into, and do not form part of, this Announcement.

A hard copy of this Announcement will be sent to Panmure Gordon Shareholders (other than Panmure Gordon Shareholders who have elected to receive electronic communications) in the near future. Panmure Gordon Shareholders may request a hard copy of this Announcement by contacting Anne-Marie Palmer, Company Secretary, during business hours on +44 (0)20 7886 2500 or by submitting a request in writing to Anne-Marie Palmer, Company Secretary, at Panmure Gordon & Co. plc, 1 New Change, London, EC4M 9AF. Panmure Gordon Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Panmure Gordon confirms that, as at the close of business on the Last Practicable Date, it has 15,545,473 ordinary shares of 4 pence each in issue admitted to trading on AIM.  The International Securities Identification Number for Panmure Gordon Shares is GB00B97CW509.

Electronic communications

Please note that under Rule 2.11(c) of the Code, all addresses, electronic addresses (if any) and certain other information provided by Panmure Gordon Shareholders, persons with information rights and other relevant persons for the receipt of communications from Panmure Gordon will upon request be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

17 March 2017

RECOMMENDED ACQUISITION

of

Panmure Gordon & Co. plc ("Panmure Gordon")

by

Ellsworthy Limited ("Bidco")

a company owned and controlled by QInvest LLC ("QInvest") and by a wholly-owned subsidiary of a fund managed by Atlas Merchant Capital LLC ("Atlas")

intended to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006

 

 

1.             Introduction

The Panmure Gordon Board and the Bidco Board are pleased to announce that they have reached agreement on the terms of a recommended acquisition pursuant to which Bidco intends to acquire the entire issued and to be issued share capital of Panmure Gordon, other than the Excluded Shares (the "Acquisition").  The Acquisition is intended to be effected by means of a scheme of arrangement under Part 26 of the Companies Act.

2.             The Acquisition

Under the terms of the Acquisition, which shall be subject to the Conditions and further terms set out in Appendix I to this Announcement and to be set out in the Scheme Document, Scheme Shareholders shall be entitled to receive:

100 pence in cash for each Scheme Share (the "Scheme Price").

The Scheme Price values the entire issued share capital of Panmure Gordon at approximately £15.5 million, which represents a premium of approximately:

·      68.1 per cent. to the Closing Price of 59.5 pence per Panmure Gordon Share on the Last Practicable Date; and

·      78.1 per cent. to the volume weighted average price of 56.1 pence per Panmure Gordon Share in the twelve month period to the Last Practicable Date. 

As an alternative to the Cash Consideration to which they would otherwise be entitled under the Acquisition, eligible Scheme Shareholders may elect instead to receive Bidco Shares subject to the terms and conditions of the Bidco Unlisted Share Alternative. Further information in relation to the Bidco Unlisted Share Alternative and the Bidco Shares is set out in paragraph 7 below and Appendix III respectively.

The Panmure Gordon Shares to which the Acquisition relates do not include the Panmure Gordon Shares held by QInvest.  QInvest has agreed, under the terms of the Share Exchange Agreement, that subject to and concurrently with the Scheme becoming Effective, it will transfer all of the Panmure Gordon Shares that it holds as at the Effective Date to Bidco in consideration for the issue to QInvest of shares in Bidco. This mechanism will result in Panmure Gordon becoming 100 per cent. owned by Bidco and QInvest holding a proportion of the shares in Bidco equal to the proportion of Panmure Gordon Shares which QInvest holds as at the Effective Date. As at the Last Practicable Date, 6,751,400 Panmure Gordon Shares, in aggregate, were held by QInvest, representing approximately 43.43 per cent. of the Panmure Gordon Shares in issue.

The Scheme Shares shall be acquired by Bidco fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.

If any dividend or other distribution or return of value is authorised, declared, made or paid in respect of Scheme Shares on or after the date of this Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Scheme Price by the amount of any such dividend or other distribution, except where the Scheme Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

If any such dividend, distribution or return of value is paid or made after the date of this Announcement and Bidco exercises its rights described above, any reference in this Announcement to the consideration payable under the Scheme shall be deemed to be a reference to the consideration as so reduced.  Any exercise by Bidco of its rights referred to in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the terms of the Scheme.

3.             Recommendation and undertakings by Independent Panmure Gordon Directors

Following careful consideration of the factors set out in paragraph 4 below, the Independent Panmure Gordon Directors, who have been so advised by Grant Thornton, unanimously consider the Cash Consideration to be fair and reasonable.  In providing its advice to the Independent Panmure Gordon Directors, Grant Thornton has taken into account the commercial assessments of the Independent Panmure Gordon Directors. Dr Ataf Ahmed, Tamim Al-Kawari and Michael Katounas (each of whom is a director of QInvest) have each been appointed by QInvest to the Panmure Gordon Board as a non-executive director, and therefore, have taken no part in the consideration of the Acquisition.

Accordingly, the Independent Panmure Gordon Directors intend unanimously to recommend that Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that Panmure Gordon Shareholders approve the Resolution to be proposed at the Panmure Gordon General Meeting, as the Independent Panmure Gordon Directors who are interested in Panmure Gordon Shares have irrevocably undertaken to Bidco to do (or procure to be done) in respect of their own holdings (and those of their family members) of, 20,700 Panmure Gordon Shares. Under these irrevocable undertakings, such Independent Panmure Gordon Directors have also undertaken to accept the Cash Consideration offered in respect of the Acquisition, and not elect to receive the Bidco Unlisted Share Alternative. These irrevocable undertakings represent, in aggregate, approximately 0.13 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date and 0.24 per cent. of the Scheme Shares entitled to vote at the Court Meeting.  The Panmure Gordon Directors other than the Independent Panmure Gordon Directors do not hold any Panmure Gordon Shares.

Further details of these irrevocable undertakings are set out in Appendix V to this Announcement. 

In considering the terms of the Bidco Unlisted Share Alternative, the Independent Panmure Gordon Directors and Grant Thornton considered the following issues (as set out in more detail in paragraph 7 and Appendix III):

The Bidco Shares will be:

·      unlisted and not admitted to trading on any stock exchange and therefore will be illiquid. Any assessment of the value of the Bidco Shares should therefore take into account an individual shareholder's assessment of an appropriate liquidity discount; and

·      subject to restrictions on transfer. Certain Panmure Gordon Shareholders may not be able to hold such securities under their investment mandates.

In addition:

·      Panmure Gordon Shareholders will only be able to elect for the Bidco Unlisted Share Alternative in relation to their entire holding of Shares and not part only;

·      the number of Bidco Shares to be issued pursuant to the Bidco Unlisted Share Alternative will be limited to a maximum number of Bidco Shares representing 12.5 per cent. of the total number of Bidco Shares expected to be in issue immediately following the Effective Date. To the extent that elections for the Bidco Unlisted Share Alternative cannot be satisfied in full, they will be scaled back pro rata to the size of such elections and so Shareholders will have no certainty as to the amount of Bidco Shares they would receive;

·      all Bidco Shareholders (including eligible Scheme Shareholders who validly elect for the Bidco Unlisted Share Alternative) will be required to commit to provide their pro rata share of any additional funding required under the Committed Equity Line referred to in the Shareholders' Agreement, if required by the Board (with the approval of a Qualified Majority);

·      if Bidco Shareholders do not fund their pro rata share of the Committed Equity Line when required, this will be an event of default under the Shareholders' Agreement and they will face dilution of their interest in Bidco. In addition, under the provisions of the Shareholders' Agreement, the defaulting Shareholder may be disenfranchised, or be required to sell its Bidco Shares at a discount to fair value, or be subject to a discount of 15 per cent on the sale proceeds it would otherwise be entitled to receive on an exit event; and

·      all Bidco Shareholders will be requested to contribute their pro rata share of the Cash Consideration incurred by Bidco in relation to additional Scheme Shares which may be issued in respect of options or awards which become exercisable under the Panmure Gordon Share Schemes as a result of the Scheme. In return for such contribution such contributing Bidco Shareholders will be issued with additional Bidco Shares. Any Bidco Shareholder who does not contribute their pro rata share of such amount will suffer a dilution of their holdings of Bidco Shares in the period following the Scheme becoming Effective.

For the reasons set out above, Grant Thornton are unable to advise the Independent Panmure Gordon Directors whether or not the terms of the Bidco Unlisted Share Alternative are fair and reasonable.

Accordingly, the Independent Panmure Gordon Directors cannot form an opinion on whether or not the terms of the Bidco Unlisted Share Alternative are fair and reasonable and cannot recommend whether or not Shareholders should elect for the Bidco Unlisted Share Alternative.

4.             Background to and reasons for the Independent Panmure Gordon Directors' recommendation

With its 43.43 per cent. shareholding in Panmure Gordon, QInvest has been a supportive shareholder of Panmure Gordon for over seven years. To help fund the continued growth of the business, an unsecured £5 million funding facility was made available to Panmure Gordon in February 2016 by QInvest. The Sharia'a-compliant revolving funding facility was provided with an initial term of 18 months.

Whilst Panmure Gordon has returned to profitability during the year ended 31 December 2016 (as announced in its trading update in January 2017), the Panmure Gordon Board believes that not having access to additional capital in the short to medium term could put Panmure Gordon at a competitive disadvantage to its peer group.

The Panmure Gordon Board has been considering various options, in consultation with QInvest, to seek further capital investment to continue to grow the business, which has resulted in the Acquisition as announced today.

During the last few years, the industry that Panmure Gordon operates in has experienced consolidation and a squeeze in secondary commissions against the backdrop of an increasingly burdensome regulatory environment, resulting in rising costs for the business. These factors, together with legacy issues related to the acquisition of ThinkEquity LLC in 2007 and its disposal in 2012, have contributed to the overall impact on Panmure Gordon's financial performance and as a consequence, its share price performance during this period. Additionally, liquidity in Panmure Gordon's shares has been impacted by the concentration of a significant proportion of its shares in the hands of a small number of shareholders. These conditions together have created a challenging environment in which for Panmure Gordon to attract new capital.

Set against this backdrop, the Acquisition provides the Scheme Shareholders with certainty of a cash exit, which may be attractive, given that there remain risks and uncertainties both with respect to the general macroeconomic and political environment and inherent in delivering Panmure Gordon's strategy. Whilst as at the date of this Announcement no alternative offer has been received to acquire the entire issued share capital of Panmure Gordon, the Independent Panmure Gordon Directors are of the view that, even if such an alternative offer was received, its outcome would be dependent upon QInvest's objectives as a significant shareholder in Panmure Gordon.

As at the Latest Practicable Date, 6,751,400 Panmure Gordon Shares, in aggregate, were held by QInvest, representing approximately 43.43 per cent. of the Panmure Gordon Shares in issue. As a result, QInvest has the ability to exercise effective control over Panmure Gordon and exert significant influence over its strategic direction.

In considering the merits of the Acquisition, the Independent Panmure Gordon Directors have taken into account that the Scheme Price at 100 pence represents a premium of 68.1 per cent. to the closing mid-market price of 59.5 pence per Scheme Share on the Last Practicable Date, and a premium of 78.1 per cent. to the twelve month volume weighted average price of 56.1 pence per Panmure Gordon Share on the Last Practicable Date.

Additionally, the Independent Panmure Gordon Directors have also taken into account the confirmations received from Atlas and QInvest that they will safeguard the existing employment rights of Panmure Gordon's employees and will be building upon the existing teams already in place in the business. The Independent Panmure Gordon Directors also understand that there are no current plans to change the locations of Panmure Gordon's places of business nor are there any intentions to redeploy the fixed assets of Panmure Gordon.

The Independent Panmure Gordon Directors have held discussions to evaluate carefully the Acquisition on behalf of Panmure Gordon Shareholders as a whole and have concluded that, in light of the circumstances set out above, they intend to recommend the Scheme Shareholders to vote in favour of the Scheme.

5.             Background to and reasons for the Acquisition

Atlas and QInvest believe that there is an opportunity to re-focus, strengthen and expand the Panmure Gordon business.  Building on the foundations of Panmure Gordon's strong brand, its corporate client base and the experienced people across its business, Atlas and QInvest will invest additional capital in Panmure Gordon and add new talent to create a premier investment bank with a comprehensive array of services for its client base.  This will include augmenting Panmure Gordon's current corporate finance capabilities with proven senior M&A bankers, strengthening the equities division, broadening Panmure Gordon's product offering to leverage and grow its retained corporate client base, and ensuring that a scalable infrastructure is put in place to support the growth aspirations of Panmure Gordon's business.

6.             Irrevocable undertakings from other Panmure Gordon Shareholders

In addition to the irrevocable undertakings received from Independent Panmure Gordon Directors, referred to above, Bidco has also received irrevocable undertakings from certain other Panmure Gordon Shareholders to vote (or to procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Panmure Gordon General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer).  These irrevocable undertakings represent, in aggregate, approximately 16.87 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date and approximately 29.82 per cent. of the Scheme Shares in issue on the Last Practicable Date entitled to be voted at the Court Meeting.

Bidco has also received an irrevocable undertaking from QInvest to vote in favour of the Resolution to be proposed at the General Meeting in respect of a total of 6,751,400 Panmure Gordon Shares, representing approximately 43.43 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date.

In aggregate, therefore, Bidco has received irrevocable undertakings in respect of (i) 2,643,100 Panmure Gordon Shares, representing approximately 30.06 per cent. of the Scheme Shares in issue on the Last Practicable Date entitled to vote at the Court Meeting and (ii) 9,394,500 Panmure Gordon Shares, representing approximately 60.43 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date in respect of the Resolution to be proposed at the General Meeting.

Further details of these irrevocable undertakings are set out in Appendix V to this Announcement.

7.             Bidco Unlisted Share Alternative

Terms

Under the Bidco Unlisted Share Alternative, Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect, in respect of all (but not some only) of their Scheme Shares, to receive Bidco Shares in lieu of the Scheme Price to which they are entitled in respect of such Scheme Shares under the terms of the Acquisition on the following basis:

for each Scheme Share                  0.518411 Bidco Shares

subject to any scaling down as described below. If the Bidco Unlisted Share Alternative is implemented, fractional entitlements to Bidco Shares will be rounded down to the nearest whole number of Bidco Shares and will be disregarded.

Scheme Shareholders will be required to elect for the Bidco Unlisted Share Alternative in respect of all (and not just some only) of their holding of Panmure Gordon Shares.

The Bidco Unlisted Share Alternative is conditional on the Scheme becoming effective. The number of Bidco Shares to be issued pursuant to the Bidco Unlisted Share Alternative will be limited to a maximum number of Bidco Shares representing 12.5 per cent. of the total number of Bidco Shares expected to be in issue immediately following the Effective Date. To the extent that valid elections are received in respect of a higher number of Bidco Shares, the number of Bidco Shares to which each validly electing eligible Scheme Shareholder is entitled shall be reduced pro rata to all valid elections received.

If elections have to be scaled down, those Scheme Shareholders who validly elect for the Bidco Unlisted Share Alternative will instead receive additional Cash Consideration in lieu of the Bidco Shares they would have received had such elections not been scaled down.

The Bidco Unlisted Share Alternative will only be made available and implemented as part of the Acquisition if valid elections for the Bidco Unlisted Share Alternative are received in respect of, in aggregate, Bidco Shares representing at least 2.5 per cent. of the total number of Bidco Shares expected to be in issue immediately following the Effective Date. If elections below this amount are received, all such elections shall be deemed to be invalid and Scheme Shareholders who validly elected for the Bidco Share Alternative will instead receive Cash Consideration in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

The key rights and restrictions attaching to the Bidco Shares and risk factors relating to the Bidco Shares are summarised in Appendices II and III to this Announcement respectively.

Availability

The Bidco Unlisted Share Alternative will only be implemented as part of the Acquisition if the Scheme becomes Effective. The Bidco Unlisted Share Alternative will also be subject to certain restrictions as regards shareholders located or resident in Restricted Jurisdictions as noted in below.

Risk Factors

Bidco Shares will represent an indirect investment in Panmure Gordon. Further details of the capital structure and rights of the Bidco Shares are set out in Appendix II to this Announcement and will be set out in the Scheme Document.

The attention of Scheme Shareholders who may be considering electing for the Bidco Unlisted Share Alternative is drawn to certain risk factors and other investment considerations relevant to such an election. These will be set out in full in the Scheme Document and include the risk factors set out in Appendix III to this Announcement.

Adherence to Shareholders' Agreement

Electing Scheme Shareholders will be required to grant a power of attorney in the Form of Election entitling such attorney to enter into a deed of adherence to the Shareholders' Agreement on behalf of such Electing Scheme Shareholder. Upon entry into such deed of adherence, the Shareholders' Agreement will become binding on those eligible Scheme Shareholders who validly elect for the Bidco Unlisted Share Alternative. Further details of the Shareholders' Agreement are set out below and will be contained in the Scheme Document.

Committed Equity Line

Scheme Shareholders should note that Bidco Shareholders, including Electing Scheme Shareholders who receive Bidco Shares pursuant to the Acquisition, will be required to commit to provide funding to Bidco, in a form to be agreed between Atlas and QInvest, up to a maximum aggregate amount of £6.9 million (the Committed Equity Line). Failure by a Shareholder to provide funding pursuant to a call on the Committed Equity Line will be an event of default under the Shareholders' Agreement which may result the defaulting Shareholder being disenfranchised, or being required to sell its Shares at a discount to fair value, or being subject to a discount on the sale proceeds it would otherwise be entitled to receive on an exit event. Further details are set out in Appendix II to this Announcement.

Options and awards under the Panmure Gordon Share Schemes

Under the terms of the Bid Conduct Agreement, Atlas has agreed to provide funding to Bidco which is sufficient to pay to Scheme Shareholders the Scheme Price in respect of all Scheme Shares (including Scheme Shares which may be issued in respect of options or awards which become exercisable under the Panmure Gordon Share Schemes as a result of the Scheme (Additional Options Shares). All Bidco Shareholders other than Atlas (including QInvest and each Electing Scheme Shareholder) will be requested, following the Scheme becoming Effective, to contribute their pro rata share of the Cash Consideration incurred by Bidco (and provided by Atlas) in relation to the Additional Options Shares.  In return for such contribution, Atlas and such contributing Bidco Shareholders will be issued with additional Bidco Shares. Any Bidco Shareholder who does not contribute their pro rata share of such amount will suffer a dilution of their holding of Bidco Shares in the period following the Scheme becoming Effective.

Securities law restrictions

The Bidco Shares will not be offered, sold or delivered, directly or indirectly, in or into the United States or any other Restricted Jurisdiction.

Bidco Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. The Bidco Unlisted Share Alternative is not being made available to Scheme Shareholders who are located or resident in any Restricted Jurisdiction (which include US Persons). Accordingly, persons located or resident in any Restricted Jurisdiction shall receive cash notwithstanding any election made by them for the Bidco Unlisted Share Alternative, and there shall be no issuance of Bidco Shares to such Scheme Shareholders.

Where Bidco believes that an election for the Bidco Unlisted Share Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the US Securities Act, the US Exchange Act or any other securities laws in the United States, or the securities laws of any other Restricted Jurisdiction, Bidco will have the right to deem that such Scheme Shareholder has not validly elected for the Bidco Unlisted Share Alternative and such Scheme Shareholder will instead receive the Scheme Price in cash in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

Further Details

Further details of the Bidco Unlisted Share Alternative and a valuation of the Bidco Shares will be contained in the Scheme Document.

8.             Conditions to the Acquisition

The Acquisition will be subject to the Conditions and further terms set out in Appendix I to this Announcement and which will be set out in the Scheme Document, including:

·      the approval by a majority in number of Scheme Shareholders voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the Scheme Shares voted;

·      the approval by Panmure Gordon Shareholders of the Resolution in connection with the implementation of the Scheme, by the requisite majority at the Panmure Gordon General Meeting;

·      the sanction of the Scheme by the Court;

·      the Scheme becoming Effective by no later than the Long Stop Date;

·      the approval of the FCA for the change in controller of Panmure Gordon which would take place as a result of the Transaction becoming effective being given, or deemed to be given, before the Long Stop Date (either unconditionally or subject to conditions satisfactory to Bidco); and

·      the satisfaction of the other Conditions listed in Appendix I to this Announcement.

9.             Information on Bidco, QInvest and Atlas

Bidco

Bidco is a private company limited by shares, incorporated on 31 January 2017 under the laws of England and Wales for the purpose of implementing the Transaction.  Bidco has not traded since the date of its incorporation and has not entered into any obligations, other than in connection with the Transaction.  Bidco is owned and controlled by QInvest and by a fund managed by Atlas.

QInvest

QInvest is Qatar's leading private investment group with operations across the Middle East, Africa and Europe, and one of the world's prominent Islamic financing institutions.  QInvest has built world class investment and advisory capabilities, with the highest standards of governance and transparency complementing its client-focused approach.  The firm's priority is to deliver high-value propositions, considered solutions and tangible results for its clients and shareholders. 

The firm has offices in Doha and Istanbul, as well as affiliates in India and the UK. Underpinned by a comprehensive product offering across investment banking, asset management and principal investments, its team of investment professionals is the largest in the MENA region and provides a blend of broad international experience, deep regional knowledge and unparalleled relationships in Qatar.  This reach and range of skills uniquely positions the firm to facilitate the flow of business between Qatar, the region and global markets (including the UK), making it a key institution in Qatar's international investment plans.

QInvest was licensed by the Qatar Financial Centre Authority in April 2007 and is authorised by the Qatar Financial Centre Regulatory Authority.  QInvest's shareholders include Qatar Islamic Bank and other institutional investors, as well as high-net-worth individuals.  As at today's date, the firm has an authorised capital of US$ 1 billion and paid up capital of approximately US$ 705 million.

Atlas

Atlas, an investment firm founded in 2013, is focused exclusively on the global financial services sector addressing developed markets. It currently has investments in banking, reinsurance and broking.  Atlas takes a differentiated approach to financial services investments, believing that long-term, merchant capital, balanced with operating experience and regulatory expertise, will best serve its partners and its investments.  Its investment team and operating partners have particularly strong operating and technical backgrounds and Atlas leverages the industry expertise of its investment team and operating partners to build the businesses in which it invests. By having a long-term outlook in its investments Atlas believes it can build businesses better able to withstand near-term volatility, to serve their customers and to increase the value of their franchises.

Further information relating to certain agreements entered into between Atlas, QInvest and Bidco relating to the Acquisition are set out in paragraph 16 of this Announcement.

10.          Information on Panmure Gordon

Panmure Gordon was founded in 1876 and is a leading independent investment banking and institutional stockbroking firm with offices in London and Leeds.  It acts as corporate broker or adviser to 130 UK listed companies and provides sales and trading services to over 400 institutional investors.  It also provides research coverage on approximately 250 companies in a wide range of industry sectors and geographies.

Panmure Gordon's investment banking team provides advice to companies on their corporate and financing requirements through capital markets, including flotations, private placements and secondary issues, and the provision of mergers and acquisitions advice.

Panmure Gordon's institutional securities team provides research, sales and trading services to institutional investors with a specialisation in the UK mid-market.  The client base extends to long-only funds, hedge funds, investment boutiques, private wealth managers and family offices.  Panmure Gordon makes markets in just over 400 stocks across a wide range of sectors including investment funds.

On 9 January 2017, Panmure Gordon announced that trading for the twelve month period to 31 December 2016 had been in line with the Panmure Gordon Board's expectations, with revenues for the second half of the year ahead of the previously reported six months. Net revenue for the twelve month period to 31 December 2016 is expected to be approximately £27 million (£23 million in 2015). The full announcement can be found on Panmure Gordon's website at www.panmure.com.

11.          Management, employees and locations of business

Bidco intends to ensure that, following completion of the Acquisition, the existing employment rights, including any pension rights, of the management and employees of Panmure Gordon will be fully safeguarded and that Bidco will build upon the existing teams already in the business. Bidco has no current plans to change the locations of Panmure Gordon's places of business nor does Bidco intend to redeploy the fixed assets of Panmure Gordon.

It is the present intention of Bidco that, following completion of the Acquisition, it will put in place a long term incentive plan for the suitable incentivisation of current and future employees of Panmure Gordon. It is intended that this would relate to up to 30 per cent. of the share capital of Panmure Gordon as at the Effective Date of the Scheme, with rewards linked to growth in the equity value of Panmure Gordon following completion of the Acquisition above a hurdle to be agreed. At present, no further discussions have been held between Bidco and Panmure Gordon on such long term incentive plan. Depending on the progress of discussions in relation to this matter, further details will be provided in the Scheme Document.

12.          Financing arrangements

The Cash Price will be financed entirely through equity contributions to be provided by funds managed by Atlas, or affiliates of Atlas, in accordance with the provisions of the Bid Conduct Agreement.

Hopton Advisers, in its capacity as financial adviser to Bidco, is satisfied that sufficient resources are available to Bidco to satisfy, in full, the Cash Price under the terms of the Acquisition.

Further information on the financing of the Acquisition will be set out in the Scheme Document.

13.          Structure of the Acquisition and the Scheme Document

Scheme and Share Exchange Agreement

It is intended that the Acquisition will be effected by a Court-sanctioned scheme of arrangement between Panmure Gordon and the Scheme Shareholders under Part 26 of the Companies Act.  The intention of the Scheme is to enable Bidco to become the owner of the whole of the issued and to be issued share capital of Panmure Gordon other than the shares held by QInvest.

Under the Scheme, the Scheme Shares will be transferred to Bidco and the Scheme Shareholders will receive the consideration on the basis set out in paragraph 2 of this Announcement.  The Scheme will be subject to the Conditions and further terms and conditions referred to in Appendix I to this Announcement and to be set out in the Scheme Document. 

QInvest has also agreed, under the terms of the Share Exchange Agreement, that, subject to and concurrently with the Scheme becoming Effective, it will transfer the Panmure Gordon Shares that it holds as at the Effective Date to Bidco, in consideration for the issue to QInvest of Bidco Shares at the Exchange Ratio. 

Approval by the Court Meeting and the Panmure Gordon General Meeting

In order to become Effective, the Scheme requires:

(a)        the approval of a majority in number of the Scheme Shareholders who vote, representing not less than 75 per cent. in value of the Scheme Shares voted either in person or by proxy, at the Court Meeting.  At the Court Meeting, voting will be by poll and not on a show of hands and, subject to the below, all Scheme Shareholders appearing on Panmure Gordon's register of members at the Voting Record Time will be entitled to vote at the Court Meeting and to cast one vote for each Scheme Share held;

(b)       the approval by Panmure Gordon Shareholders representing not less than 75 per cent. of the votes cast, either in person or by proxy, of the Resolution to be proposed at the Panmure Gordon General Meeting (to be held directly after the Court Meeting) necessary in order to implement the Scheme.  The purpose of the Resolution is to approve amendments to Panmure Gordon's articles of association to ensure that any Panmure Gordon Shares issued after the approval of the Scheme at the Court Meeting and the Scheme Record Time will be (i) subject to the Scheme and (ii) automatically acquired by Bidco (or its nominee(s)) on the same terms as under the Scheme.  This will avoid any person (other than Bidco, its nominee(s) or QInvest) being left with Panmure Gordon Shares after the Effective Date.  At the Panmure Gordon General Meeting, all Panmure Gordon Shareholders appearing on Panmure Gordon's register of members at the Voting Record Time will be entitled to vote at the Panmure Gordon General Meeting and to cast one vote for each Panmure Gordon Share held; and

(c)        all of the other Conditions to the Acquisition, as set out in Appendix I to this Announcement and to be set out in the Scheme Document, to be satisfied or (where applicable) waived.

Application to the Court to sanction the Scheme

Once the necessary approvals have been obtained at the Panmure Gordon Meetings, and the other Conditions have been satisfied or (where applicable) waived, in order for the Scheme to be capable of becoming Effective, it must be sanctioned by the Court at the Scheme Court Hearing.

The Scheme will only become Effective, however, in accordance with its terms, on delivery of the Scheme Court Order to the Registrar of Companies. 

Lapsing of the Acquisition

The Acquisition will lapse if, amongst other things:

(a)        the approval of the requisite majorities of Scheme Shareholders at the Court Meeting is not obtained on or before the Long Stop Date; or

(b)       the approval of the requisite majority of Panmure Gordon Shareholders to pass the Resolution to be proposed at the Panmure Gordon General Meeting is not obtained on or before the Long Stop Date; or

(c)        the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and Panmure Gordon) and the delivery of an office copy of the Scheme Court Order to the Registrar of Companies is not procured before the Long Stop Date; or

(d)       the approval of the FCA for the change in controller of Panmure Gordon which would take place as a result of the Transaction becoming effective is not given, or not deemed to be given, before the Long Stop Date (either unconditionally or subject to conditions satisfactory to Bidco, acting reasonably).

Scheme becoming Effective

Subject to the satisfaction or (where applicable) waiver of the Conditions, the Scheme is expected to become Effective by the end of July 2017.

Upon the Scheme becoming Effective, it will be binding on all Scheme Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or Panmure Gordon General Meeting, or whether they voted in favour of or against the Scheme or the Resolution. 

The Cash Price will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date. 

Scheme Document

The Scheme Document will include full details of the Scheme and the Bidco Unlisted Share Alternative, together with notices of the Court Meeting and the Panmure Gordon General Meeting and the expected timetable for the Scheme, and will specify the action to be taken by Panmure Gordon Shareholders. 

It is expected that the Scheme Document, together with the Forms of Proxy and Forms of Election, will be despatched to Panmure Gordon Shareholders and, for information only, to participants in the Panmure Gordon Share Schemes, as soon as possible and, in any event, (save with the consent of the Panel) within 28 days of the date of this Announcement, unless Bidco and Panmure Gordon otherwise agree, and the Panel consents, to a later date.

General

The Scheme will be governed by the laws of England and Wales.  The Scheme will be also subject to the applicable requirements of the Code, the Panel, AIM and the FCA.

14.          Interests of Bidco in Panmure Gordon Shares

Bidco will make a public Opening Position Disclosure setting out details required to be disclosed by it under Rule 8.1(a) of the Code.

As at the Last Practicable Date, QInvest held 6,751,400 Panmure Gordon Shares, representing approximately 43.43 per cent of the issued Panmure Gordon Shares.

Save in respect of the above interests, and save in respect of the irrevocable undertakings referred to in paragraph 6 above, as at the Last Practicable Date neither Bidco, QInvest, nor Atlas, nor any of their respective directors, nor, so far as Bidco is aware, any person acting in concert (within the meaning of the Code) with Bidco, QInvest or Atlas had (i) any interest or right to subscribe for any Panmure Gordon Shares; nor (ii) any short positions in respect of relevant Panmure Gordon Shares (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative, any agreement to sell, any delivery obligation or right to require another person to purchase or take delivery; nor (iii) borrowed or lent any Panmure Gordon Shares (including, for these purposes, any financial collateral arrangements of the kind referred to in Note 4 on Rule 4.6 of the Code).

"Interests in securities" for these purposes arise, in summary, when a person has long economic exposure, whether absolute or conditional, to changes in the price of securities (and a person who only has a short position in securities is not treated as interested in those securities).  In particular, a person will be treated as having an "interest" by virtue of the ownership, voting rights or control of securities, or by virtue of any agreement to purchase, option in respect of, or derivative referenced to, securities.

15.          Panmure Gordon Share Schemes

Participants in the Panmure Gordon Share Schemes will be contacted regarding the effect of the Acquisition on their rights under the Panmure Gordon Share Schemes and appropriate proposals will be made to such participants in due course.  Further details of the terms of such proposals shall be included in the Scheme Document and separate proposal documentation.

16.          Acquisition related arrangements

Co-operation Agreement

On 17 March 2017, Bidco and Panmure Gordon entered into the Co-operation Agreement in relation to the Scheme pursuant to which, among other things, Bidco and Panmure Gordon have agreed to co-operate with regard to the making of any filings and requests for approval to regulatory authorities where these are required in connection with the Acquisition.

Bid Conduct Agreement

On 17 March 2017, Atlas, QInvest and Bidco entered into the Bid Conduct Agreement pursuant to which, among other things, Atlas has agreed to procure, by way of a subscription for Bidco Shares, the provision of the cash funding required to meet the Cash Consideration payable to Scheme Shareholders in connection with the Acquisition. The number of Bidco Shares to be issued to Atlas pursuant to the Bid Conduct Agreement will reflect the number of Scheme Shares in respect of which Cash Consideration is payable pursuant to the Scheme, multiplied by the Exchange Ratio, less the number of Bidco Shares issued to Bidco Shareholders in accordance with the arrangements in the paragraph below.

Under the terms of the Bid Conduct Agreement, all Bidco Shareholders other than Atlas (including QInvest and each Electing Scheme Shareholder) will be requested, following the Scheme becoming Effective, to contribute their pro rata share of the Cash Consideration incurred by Bidco in relation to Scheme Shares which may be issued in respect of options or awards which become exercisable under the Panmure Gordon Share Schemes as a result of the Scheme (Additional Options Shares). In return for such contribution, Atlas and such contributing Bidco Shareholders will be issued with additional Bidco Shares at the same subscription price as the Bidco Shares issued to Atlas pursuant to the Bid Conduct Agreement.

Share Exchange Agreement

On 17 March 2017, Atlas, QInvest and Bidco entered into the Share Exchange Agreement pursuant to which, among other things, QInvest has agreed that, at the same time as the Scheme becomes Effective, it will transfer the 6,751,400 Panmure Gordon Shares owned by it to Bidco in consideration for the issue by Bidco to QInvest of Bidco Shares at the Exchange Ratio.

Shareholders' Agreement

On 17 March 2017, Atlas and QInvest entered into the Shareholders' Agreement pursuant to which, among other things, Atlas and QInvest have agreed certain matters relating to the management and operation of Bidco, including board appointment rights, restrictions on the transfers of shares, rights of pre-emption on transfer, "drag along" rights for the benefit of Atlas, and a commitment to provide further funding to Bidco pursuant to the Committed Equity Line.

Scheme Shareholders who validly elect for the Bidco Unlisted Share Alternative will be required to be bound by and adhere to the terms of the Shareholders' Agreement by means of a deed of adherence which will be executed on behalf of Electing Scheme Shareholders pursuant to a power of attorney to be contained within the Form of Election.

Certain provisions of the Shareholders' Agreement, insofar as they relate to or impact on the rights and obligations of Electing Scheme Shareholders, are summarised in Appendix II to this Announcement.

17.          Cancellation of admission to trading and re-registration

Prior to the Scheme becoming Effective, and subject to any applicable requirements of the AIM Rules, Bidco intends to procure the making of an application by Panmure Gordon for cancellation of the admission to trading on AIM of the Panmure Gordon Shares on the first Business Day following the Effective Date.  The last day of dealing in Panmure Gordon Shares on AIM is currently expected to be the Business Day immediately prior to the Effective Date and it is currently intended that no transfers will be registered after 6:00 p.m. on that date.

It is Bidco's intention that in due course, following cancellation of admission to trading on AIM, Panmure Gordon will be re-registered as a private limited company.

18.          Documents on display

The following documents will, in accordance with Rule 26.2 of the Code, be made available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Panmure Gordon's website at www.panmure.com, and Bidco's website at www.newsandinformation.co.uk, by no later than 12 noon on the Business Day following the date of this Announcement until the end of the Offer Period:

·      this Announcement;

·      the irrevocable undertakings described in paragraph 6 above;

·      the Co-operation Agreement described in paragraph 16 above;

·      the Bid Conduct Agreement described in paragraph 16 above;

·      the Share Exchange Agreement described in paragraph 16 above;

·      the Shareholders' Agreement referred to in paragraph 16 above; and

·      the articles of association of Bidco to be adopted with effect from the Effective Date.

19.          General

This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

The Scheme will be subject to the Conditions and certain further terms set out in Appendix I to this Announcement and to the full terms and conditions to be set out in the Scheme Document.  Appendix II to this Announcement contains the sources and bases of certain information contained in this Announcement.  Appendix V to this Announcement contains a summary of the irrevocable undertakings received in relation to the Acquisition.  Appendix VI to this Announcement contains the definitions of certain expressions used in this Announcement.

Bidco reserves the right, subject to the prior consent of the Panel, to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Panmure Gordon as an alternative to the Scheme.  In such an event, a Takeover Offer will be implemented on the same terms (subject to appropriate amendments, including, if the Panel so agrees, an acceptance condition set at up to 90 per cent. of the shares to which such offer relates or such lesser percentage, being more than 50 per cent., as Bidco may decide), so far as applicable, as those which would apply to the Scheme.

If the Acquisition is effected by way of a Takeover Offer, there can be no certainty as to the level of the acceptance condition, or of Bidco's willingness to waive or lower such acceptance condition.  If such Takeover Offer becomes or is declared unconditional in all respects, where:

·      acceptances are received from Panmure Gordon Shareholders such that, together with any other Panmure Gordon Shares unconditionally acquired, owned or controlled by QInvest, Atlas or Bidco, Bidco will hold at least 75 per cent. of the voting rights attaching to the Panmure Gordon Shares, Bidco intends to request that the then appointed Panmure Gordon Board (subject to its fiduciary duties) will apply to AIM to cancel trading in Panmure Gordon Shares, which cancellation would eliminate the liquidity of Panmure Gordon Shares for any remaining Panmure Gordon Shareholders; and

·      Bidco receives acceptances under the Takeover Offer in respect of, or otherwise acquires, 90 per cent. or more of the Panmure Gordon Shares to which the Takeover Offer relates by nominal value and voting rights attaching to such shares, Bidco intends to exercise its rights pursuant to sections 974 to 991 of the Companies Act to acquire compulsorily the remaining Panmure Gordon Shares in respect of which the Takeover Offer has not been accepted on the same terms as the Takeover Offer.

The availability of any such Takeover Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions.  Such persons should inform themselves about and observe any applicable requirements.

20.          Consents

Hopton Advisers has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

Grant Thornton has given and has not withdrawn its written consent to the issue of this Announcement with the inclusion herein of the references to its name in the form and context in which it appears.

21.          Inside information

The information contained within this Announcement is deemed by Panmure Gordon to constitute inside information as stipulated under the Market Abuse Regulation. Upon the publication of this Announcement via Regulatory Information Service, this inside information is now considered to be in the public domain. The person responsible for arranging the release of this Announcement on behalf of Panmure Gordon is Patric Johnson, Chief Executive.

 

Enquiries:


Ellsworthy Limited

+44 (0)20 3551 7850

Matthew Hansen

Michael Katounas


Hopton Advisers LLP (Financial Adviser to Bidco)

+44 (0)20 7036 1633

Colin La Fontaine Jackson


Teneo Blue Rubicon (PR Adviser to Bidco)

+44 (0)20 7420 3149

Anthony Silverman


Panmure Gordon & Co. plc

+44 (0)20 7886 2500

Andrew Adcock, Chairman

Patric Johnson, Chief Executive


Grant Thornton UK LLP (Financial Adviser and Rule 3 Adviser to Panmure Gordon)

+44 (0)20 7383 5100

Philip Secrett

Salmaan Khawaja

Jamie Barklem

Harrison Clarke


Buchanan Communications Limited (Financial PR adviser to Panmure Gordon)

+44 (0)20 7466 5000

Bobby Morse

Stephanie Watson


 

Further Information

Hopton Advisers, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Hopton Advisers nor for providing advice in relation to the matters referred to in this Announcement.

Grant Thornton, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Panmure Gordon and no one else in connection with the Acquisition and, accordingly, will not be responsible to anyone other than Panmure Gordon 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.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.  The Acquisition is intended to be implemented by way of a Scheme pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme.  Any decision, vote or other response in respect of 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 once it has been dispatched.

This Announcement does not constitute a prospectus or prospectus-equivalent document.

This Announcement has been prepared for the purpose of complying with English law, applicable UK regulations and 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 of jurisdictions outside the United Kingdom.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom and the ability of Panmure Gordon Shareholders who are not resident in the United Kingdom to participate in the Acquisition may be restricted by laws and/or regulations of those jurisdictions.  In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or to vote their Panmure Gordon Shares with respect to the Resolution at the Panmure Gordon General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or Panmure Gordon General Meeting on their behalf, or Forms of Election relating to the Bidco Unlisted Share Alternative may be affected by the laws of the relevant jurisdictions in which they are located.  Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Panmure Gordon Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction.  Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction.  Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

No steps have been taken, nor will any be taken, to enable the Bidco Shares to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to the Bidco Shares has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, the Bidco Shares may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

Where Bidco believes that an election for the Bidco Unlisted Share Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco will have the right to deem that such Scheme Shareholder has not validly elected for the Bidco Unlisted Share Alternative and such Scheme Shareholder will instead receive the Scheme Price in cash in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

Further details in relation to Panmure Gordon Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

Panmure Gordon Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a Court-sanctioned scheme of arrangement under the laws of England and Wales.  This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States.  A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act.  Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

The Bidco Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. Accordingly, notwithstanding the Bidco Unlisted Share Alternative, all Scheme Shareholders shall receive cash, and there shall be no issuance of Bidco Shares to Scheme Shareholders who are located or resident in the United States or are US Persons.

Panmure Gordon's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Forward Looking Statements

This Announcement contains certain statements in relation to Bidco and Panmure Gordon that are, or may be deemed to be, "forward-looking statements" which are prospective in nature.  All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements.  Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements.  Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably"  or "will" be taken, occur or be achieved.  Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions.  Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements.  Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement.  Any forward-looking statements made in this Announcement on behalf of Bidco or Panmure Gordon are made as of the date of this Announcement based on the opinions and estimates of directors of Bidco, QInvest, Atlas and Panmure Gordon, respectively.  Each of Bidco, QInvest, Atlas and Panmure Gordon and their respective members, directors, officers, employees, advisers, and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law.  None of Bidco, QInvest, Atlas or Panmure Gordon, nor their respective members, directors, officers or employees, advisers, nor any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Bidco, QInvest, Atlas or Panmure Gordon.  All subsequent oral or written forward-looking statements attributable to Bidco, QInvest, Atlas or Panmure Gordon or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments.  Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco, QInvest, Atlas or Panmure Gordon for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.  An Opening Position Disclosure must contain details 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).  An Opening Position Disclosure by a person to whom Rule 8.3(a) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified.  Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

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, save to the extent that these details have previously been disclosed under Rule 8 of the Code.  A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).  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.

Publication on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Panmure Gordon's website at www.panmure.com and Bidco's website at www.newsandinformation.co.uk, by no later than 12 noon (London time) on the Business Day following the date of this Announcement.  For the avoidance of doubt, the content of such websites are not incorporated into, and do not form part of, this Announcement.

A hard copy of this Announcement will be sent to Panmure Gordon Shareholders (other than Panmure Gordon Shareholders who have elected to receive electronic communications) in the near future. Panmure Gordon Shareholders may request a hard copy of this Announcement by contacting Anne-Marie Palmer, Company Secretary, during business hours on +44 (0)20 7886 2500 or by submitting a request in writing to Anne-Marie Palmer, Company Secretary, at Panmure Gordon & Co. plc, 1 New Change, London, EC4M 9AF. Panmure Gordon Shareholders may also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

Relevant securities in issue

In accordance with Rule 2.9 of the Code, Panmure Gordon confirms that, as at the close of business on the Last Practicable Date, it has 15,545,473 ordinary shares of 4 pence each in issue admitted to trading on AIM.  The International Securities Identification Number for Panmure Gordon Shares is GB00B97CW509.

Electronic communications

Please note that under Rule 2.11(c) of the Code, all addresses, electronic addresses (if any) and certain other information provided by Panmure Gordon Shareholders, persons with information rights and other relevant persons for the receipt of communications from Panmure Gordon will upon request be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code.

General

If you are in any doubt about the contents of this Announcement or the action you should take, you are recommended to seek your own independent financial advice immediately from your stockbroker, bank manager, solicitor or independent financial adviser duly authorised under the Financial Services and Markets Act 2000 (as amended) if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.



Appendix I
Conditions and Further Terms of the Acquisition and the Scheme

Part A: Conditions of the Acquisition

The Acquisition is conditional upon the Scheme becoming unconditional and becoming Effective by no later than the Long Stop Date or such later date (if any) as Bidco and Panmure Gordon may agree and (if required) the Panel and the Court may allow.

1.          The Scheme shall be conditional on the following Conditions:

Scheme Approval

(a)           the approval of the Scheme at the Court Meeting by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, representing 75 per cent. or more in value of the Scheme Shares voted by those Scheme Shareholders who are on the register of members as holders of Scheme Shares as at the Voting Record Time; 

(b)           the resolution required to approve and implement the Scheme as set out in the notice of the Panmure Gordon General Meeting (including, without limitation, to amend Panmure Gordon's articles of association) being duly passed by Panmure Gordon Shareholders who are present and vote, whether in person or by proxy, representing 75 per cent. or more of the votes cast at the Panmure Gordon General Meeting who are on the register of members as holders of Panmure Gordon Shares as at the Voting Record Time; and

(c)           the sanction of the Scheme by the Court (without modification or with modification on terms acceptable to Bidco and Panmure Gordon) and the delivery of an office copy of the Scheme Court Order to the Registrar of Companies.

2.          In addition, subject as stated in Part B below and to the requirements of the Code, the Acquisition will be conditional upon the following Conditions and, accordingly, the Court Order will not be delivered to the Registrar of Companies unless such Conditions have been satisfied or, where relevant, waived:

FCA clearance

(a)           the FCA having given notice in writing in accordance with section 189(4) FSMA or, if applicable, section 189(7) FSMA, that the FCA approves, either unconditionally or subject to conditions satisfactory to Bidco, any increase in or acquisition of control (as defined in sections 181 and 182 FSMA) over Panmure Gordon which would take place as a result of the Transaction becoming effective; or the FCA is treated as having given its approval by virtue of section 189(6) FSMA;

Other third party clearances

(b)           no government or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body or association, institution or agency (including any trade agency) or any court tribunal in any jurisdiction (each a "Relevant Authority") having taken or instituted or given written notice of any action, proceeding, suit, investigation, enquiry or reference (and, in each case, not having withdrawn the same) or enacted, made or proposed and there not continuing to be outstanding any statute, regulation, order or decision that would or would reasonably be expected to (in each case to an extent which is material in the context of the Acquisition or the Wider Panmure Gordon Group taken as a whole):

(i)            make the Acquisition or other acquisition of Panmure Gordon Shares, or control or management of Panmure Gordon by Bidco or any member of the Wider Joint Bidder Groups void, unenforceable or illegal in any jurisdiction or directly or indirectly prohibit or otherwise materially restrict, materially delay or materially interfere with the implementation of, or impose material additional conditions or obligations with respect to, or otherwise materially challenge or require amendment to the terms of, the Scheme or the Acquisition or other acquisition of any Panmure Gordon Shares, or control or management of Panmure Gordon by Bidco or any member of the Wider Joint Bidder Groups;

(ii)           require, prevent or materially delay the divestiture (or alter the terms of any proposed divestiture) by the Wider Joint Bidder Groups or the Wider Panmure Gordon Group of all or any material part of their respective businesses, assets or properties or impose any material limitation on their ability to conduct all or any part of their respective businesses and to own, control or manage any of their respective assets or properties;

(iii)          impose any limitation on, or result in any material delay in, the ability of any member of the Wider Joint Bidder Groups to acquire or hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Panmure Gordon Group or on the ability of any member of the Wider Panmure Gordon Group to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares or other securities (or the equivalent) in, or to exercise management control over, any other member of the Wider Panmure Gordon Group;

(iv)          except pursuant to Chapter 3 of Part 28 of the Companies Act, require any member of the Wider Joint Bidder Groups or of the Wider Panmure Gordon Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Panmure Gordon Group or any member of the Wider Joint Bidder Groups owned by a third party (other than in relation to the implementation of the Transaction);

(v)           other than in relation to the implementation of the Transaction, require the divestiture by any member of the Wider Joint Bidder Groups of any shares, securities or other interests in any member of the Wider Panmure Gordon Group;

(vi)          impose any material limitation on, or result in any material delay in, the ability of any member of the Wider Joint Bidder Groups or the Wider Panmure Gordon Group to integrate or co-ordinate its business, or any part of it, with the businesses or any part of the businesses of any other member of the Wider Joint Bidder Groups and/or the Wider Panmure Gordon Group;

(vii)         result in any member of the Wider Panmure Gordon Group ceasing to be able to carry on business under any name under which it presently does so; or

(viii)        otherwise materially and adversely affect the business, assets, financial or trading position or profits of any member of the Wider Panmure Gordon Group,

and all applicable waiting and other time periods (including extensions thereof) during which any such Relevant Authority could decide to take, institute or threaten any such action, proceeding, suit, investigation, enquiry or reference having expired, lapsed or been terminated;

(c)           other than in relation to the approvals referred to in paragraph 2(a) and 2(b) above, all material filings, applications and/or notifications which are necessary under applicable legislation or regulation of any relevant jurisdiction having been made and all relevant waiting periods and other time periods (including any extensions thereof) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated and all applicable statutory or regulatory obligations in any jurisdiction having been complied with in each case in respect of the Scheme and the Acquisition or, except pursuant to Chapter 3 of Part 28 of the Companies Act, other acquisition of any shares or other securities in, or control or management of, Panmure Gordon or any member of the Wider Panmure Gordon Group by any member of the Wider Joint Bidder Groups or (except as Disclosed) the carrying on by any member of the Wider Panmure Gordon Group of its business in the ordinary course as at the date hereof, excluding in all such cases any obligation to obtain approval of the Transaction from any member of the Wider Joint Bidder Groups;

(d)           other than in relation to the approvals referred to in paragraph 2(a) and 2(b) above, all material Authorisations which are necessary in any jurisdiction for or in respect of the Acquisition and other acquisition of any Panmure Gordon Shares, or control of Panmure Gordon, by Bidco or any member of the Wider Joint Bidder Groups being obtained on terms and in a form  satisfactory to Bidco (acting reasonably) from each appropriate Relevant Authority, or (except as Disclosed) from any persons or bodies with whom any member of the Wider Joint Bidder Groups or the Wider Panmure Gordon Group has entered into contractual arrangements or material business relationships, and such Authorisations, together with all other Authorisations necessary for any member of the Wider Panmure Gordon Group to carry on its business (except as Disclosed) (where the absence of any such Authorisations would be material and adverse in the context of the Acquisition) remaining in full force and effect and no written notice of any intention to revoke, suspend, restrict or modify or not to renew any of the same having been given;

Confirmation of absence of adverse circumstances

(e)           except as Disclosed, there being no provision of any agreement, arrangement, licence or other instrument to which any member of the Wider Panmure Gordon Group is a party or by or to which any such member or any of its assets is or may be bound or subject which, as a result of the implementation of the Acquisition or other acquisition by Bidco of any Panmure Gordon Shares, or change in the control or management of Panmure Gordon or otherwise, would or would reasonably be expected to result in (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole):

(i)            any monies borrowed by or any other indebtedness (actual or contingent) of, or any grant available to, any such member of the Wider Panmure Gordon Group becoming repayable, or capable of being declared repayable, immediately or earlier than the stated repayment date or the ability of such member to borrow monies or incur any indebtedness being withdrawn or inhibited (in each case excluding any monies borrowed from or indebtedness owed to any member of the Wider Joint Bidder Group);

(ii)           the creation or enforcement of any mortgage, charge or other security interest over the whole or any material part of the business, property or assets of any such member of the Wider Panmure Gordon Group or any such mortgage, charge or other security interest (whenever arising or having arisen) becoming enforceable;

(iii)          any rights, assets or interests of any such member of the Wider Panmure Gordon Group being or falling to be disposed of or ceasing to be available to any member of the Wider Panmure Gordon Group or any right arising under which any such asset or interest could be required to be disposed of or could cease to be available to any member of the Wider Panmure Gordon Group;

(iv)          the interest or business of any such member of the Wider Panmure Gordon Group in or with any other person, firm or company (or any agreements or arrangements relating to such interest or business) being terminated or adversely modified or affected;

(v)           any such member of the Wider Panmure Gordon Group ceasing to be able to carry on business under any name under which it presently does so;

(vi)          the value of any such member of the Wider Panmure Gordon Group or its financial or trading position or prospects being prejudiced or adversely affected;

(vii)         any such agreement, arrangement, licence or other instrument being terminated or adversely modified or any onerous obligation arising or any adverse action being taken or arising thereunder;

(viii)        the creation of any liability (actual or contingent) by any such member of the Wider Panmure Gordon Group, other than trade creditors or other liabilities incurred in the ordinary course of business; or

(ix)           any requirement on any member of the Wider Panmure Gordon Group to acquire, subscribe, pay up or repay any shares or other securities (or the equivalent),

and no event having occurred which, under any provision of any agreement, arrangement, licence or other instrument to which any member of the Wider Panmure Gordon Group is a party or by or to which any such member or any of its assets is or may be bound or subject, would or would reasonably be expected to result in any events or circumstances as are referred to in this paragraph 2(e) (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

No material transactions, claims or changes in the conduct of the business of the Panmure Gordon Group

(f)            except as Disclosed, no member of the Wider Panmure Gordon Group having since 30 June 2016:

(i)            issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities or transferred or sold (or agreed to transfer or sell) any shares out of treasury (except, in each case, (a) as between Panmure Gordon and its wholly owned subsidiaries or between its wholly owned subsidiaries, or (b) upon, pursuant to or in respect of the exercise of any options or vesting of any awards granted under the Panmure Gordon Share Schemes);

(ii)           recommended, declared, paid or made or resolved to recommend, declare, pay or make any bonus, dividend or other distribution, whether payable in cash or otherwise other than dividends or other distributions, whether payable in cash or otherwise, lawfully paid or made by any wholly-owned subsidiary of Panmure Gordon to Panmure Gordon or any of its wholly-owned subsidiaries;

(iii)          (except for transactions between Panmure Gordon and its wholly-owned subsidiaries, or between its wholly-owned subsidiaries, or transactions in the ordinary course of business) implemented or authorised any merger or demerger, acquired or disposed of or transferred, mortgaged or charged, or created any other security interest over, any asset or any right, title or interest in any asset (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(iv)          entered into, or authorised the entry into, any joint venture, asset or profit sharing arrangement, partnership or merger of businesses or corporate entities (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(v)           other than pursuant to the Acquisition and except for transactions between Panmure Gordon and its wholly owned subsidiaries or between wholly owned subsidiaries of Panmure Gordon, implemented or authorised any reconstruction, amalgamation, scheme or other transaction or arrangement with a substantially equivalent effect (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(vi)          purchased, redeemed or repaid any of its own shares or other securities or reduced or made or authorised any other change in its share capital (except, in each case, where relevant, (a) as between Panmure Gordon and wholly owned subsidiaries of Panmure Gordon or between the wholly owned subsidiaries of Panmure Gordon, or (b) upon, pursuant to or in respect of the exercise of any options or vesting of any awards granted under the Panmure Gordon Share Schemes);

(vii)         made or authorised any change in its loan capital or issued or authorised the issue of any debentures or incurred or increased any indebtedness or contingent liability (except, in each case, where relevant, as between Panmure Gordon and wholly owned subsidiaries of Panmure Gordon or between the wholly owned subsidiaries of Panmure Gordon) (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(viii)        entered into, varied or terminated, or authorised the entry into, variation or termination of, any contract, commitment or arrangement (whether in respect of capital expenditure, real estate or otherwise) which is outside the ordinary course of business or which is of a long term, onerous or unusual nature or magnitude or which involves, or would reasonably be expected to involve, an obligation of a nature or magnitude which is materially restrictive on the business of any member of the Wider Panmure Gordon Group (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(ix)           been unable, or admitted in writing that it is unable, to pay its debts as they fall due or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(x)            commenced negotiations with any of its creditors or taken any step with a view to rescheduling or restructuring any of its indebtedness or entered into a composition, compromise, assignment or arrangement with any of its creditors whether by way of a voluntary arrangement, scheme of arrangement, deed of compromise or otherwise (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(xi)           (other than in respect of a member of the Wider Panmure Gordon Group which is dormant and solvent at the relevant time) taken any corporate action or had any legal proceedings started, served or threatened against it or any documents filed or faxed in court for its winding-up (voluntary or otherwise), dissolution or reorganisation (or for any analogous proceedings or steps in any jurisdiction) or for the appointment of a liquidator, provisional liquidator, receiver, administrator, administrative receiver, trustee or similar officer (or for the appointment of any analogous person in any jurisdiction) of all or any of its assets and revenues or had written notice given of the intention to appoint any of the foregoing to it (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(xii)          except in the ordinary course of business, waived, compromised, settled, abandoned or admitted any dispute, claim or counter-claim whether made or potential and whether by or against any member of the Wider Panmure Gordon Group (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(xiii)         made any material alteration to its constitutional documents (other than the amendments to Panmure Gordon's articles of association as required in connection with the Acquisition);

(xiv)        entered into, or varied the terms of, or terminated or given notice of termination of, any service agreement or arrangement with any director of any member of the Wider Panmure Gordon Group;

(xv)         proposed, agreed to provide, or agreed to modify the terms of, any share option scheme, incentive scheme or other benefit relating to the employment or termination of employment of any person employed by any member of the Wider Panmure Gordon Group (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole); or

(xvi)        entered into any contract, commitment or arrangement or passed any resolution or made any offer (which remains open for acceptance) to effect, or proposed or announced any intention to effect, any of the transactions, matters or events referred to in this paragraph 2(f) (otherwise than where permitted or referred to in this paragraph 2(f));

(g)           except as Disclosed, since 30 June 2016:

(i)            no adverse change having occurred, and no circumstances having arisen which would reasonably be expected to result in any adverse change, in the business, assets, financial or trading position or profits of any member of the Wider Panmure Gordon Group (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(ii)           no litigation, arbitration proceedings, prosecution or other legal proceedings in any jurisdiction having been threatened, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Panmure Gordon Group or to which any member of the Wider Panmure Gordon Group is a party (whether as claimant or defendant or otherwise) and no investigation by any Relevant Authority or other investigative body against or in respect of any member of the Wider Panmure Gordon Group having been threatened in writing, announced, instituted or remaining outstanding by, against or in respect of any member of the Wider Panmure Gordon Group (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(iii)          no enquiry, review or investigation by, or complaint or reference to, any Third Party against or in respect of any member of the Wider Panmure Gordon Group having been threatened in writing, announced or instituted or remaining outstanding by, against or in respect of any member of the Wider Panmure Gordon Group, in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole;

(iv)          no steps having been taken and no omissions having been made which would result in the withdrawal, cancellation, termination or modification of any licence held by any member of the Wider Panmure Gordon Group which is necessary for the proper carrying on of its business, and the withdrawal, cancellation, termination or modification of which would have a material adverse effect on the Wider Panmure Gordon Group taken as a whole; or

(v)           no contingent or other liability having arisen outside the ordinary course of business which would or would reasonably be expected to adversely affect any member of the Wider Panmure Gordon Group (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole); or

(h)           except as Disclosed, Bidco not having discovered that:

(i)            any financial, business or other information concerning the Wider Panmure Gordon Group publicly announced prior to the date of this Announcement at any time by any member of the Wider Panmure Gordon Group was when made misleading, contained a misrepresentation of fact or omitted to state a fact necessary to make the information contained therein not misleading (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole);

(ii)           any member of the Wider Panmure Gordon Group is subject to any liability, contingent or otherwise, other than in the ordinary course of business (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole); or

(iii)          there is or is likely to be any obligation or liability (whether actual or contingent) to make good, repair, re-instate or clean up any property now or previously owned, occupied, operated or made use of or controlled by any past or present member of the Wider Panmure Gordon Group under any environmental legislation, regulation, notice, circular or order of any Relevant Authority in any jurisdiction (in each case to an extent which is material in the context of the Wider Panmure Gordon Group taken as a whole).

Part B:            Certain further terms of the Acquisition

1.             Bidco reserves the right (subject to the requirements of the Code and the Panel) to waive, in whole or in part, the above Conditions in paragraph 2 above.

2.             If Bidco is required by the Panel to make an offer for Panmure Gordon Shares under the provisions of Rule 9 of the Code, Bidco may make such alterations to any of the above Conditions and terms of the Acquisition as are necessary to comply with the provisions of that Rule.

3.             All of the Conditions in paragraph 2 above must be fulfilled or waived (if capable of waiver) by Bidco by 11:59 p.m. on the date immediately preceding the date of the Scheme Court Hearing.  Such date may not be further extended, other than with the agreement of Bidco, Panmure Gordon and the Panel. 

4.             Bidco shall be under no obligation to waive (if capable of waiver), to determine to be or remain satisfied or to treat as fulfilled any of the Conditions in paragraph 2 above by a date earlier than the latest date for the fulfilment of that Condition notwithstanding that the other Conditions of the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such conditions may not be capable of fulfilment. 

5.             Under Rule 13.5 of the Code, Bidco may not invoke a Condition so as to cause the Acquisition not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to Bidco in the context of the Acquisition.  The Conditions contained in paragraph 1 above are not subject to this provision of the Code.

6.             The Panmure Gordon Shares to be acquired under the Acquisition shall be acquired fully paid and free from all liens, charges, equitable interests, encumbrances, rights of pre-emption and any other rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including voting rights and the right to receive and retain in full all dividends and other distributions (if any) declared, made or paid on or after the date of this Announcement.  Accordingly, insofar as any dividend or other distribution or return of value is authorised, declared, made or paid in respect of Scheme Shares on or after the date of this Announcement and prior to the Effective Date, Bidco reserves the right to reduce the Scheme Price by the amount of any such dividend or other distribution except where the Scheme Shares are or will be acquired pursuant to the Scheme on a basis which entitles Bidco to receive the dividend, distribution or return of value and to retain it.

7.             The availability of the Acquisition to persons not resident in the United Kingdom may be affected by the laws of the jurisdiction of residence of those persons.  Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

8.             Bidco reserves the right, subject to the prior consent of the Panel, to implement the Acquisition by way of a Takeover Offer.  In such event, the Takeover Offer will be implemented on the same terms, so far as applicable, as those which would apply to the Scheme, subject to appropriate amendments to reflect the change in acquisition method.

9.             The Acquisition is governed by English law and is subject to the jurisdiction of the English courts and to the Conditions and further terms set out in this Appendix I to this Announcement and those terms which will be set out in the Scheme Document.  The Acquisition shall be subject to the applicable requirements of the Code, the Panel, AIM and the FCA.

10.           Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

11.           The Acquisition shall lapse, and shall no longer bind Scheme Shareholders or Bidco if:

(a)        in so far as the Acquisition or any matter arising from or relating to the Acquisition constitutes a concentration with a Community dimension within the scope of the Merger Regulation, the European Commission either initiates proceedings under Article 6(1)(c) of the Merger Regulation or makes a referral to a competent authority in the United Kingdom under Article 9(1) of the Merger Regulation and there is then a CMA Phase 2 Reference; or

(b)        in so far as the Acquisition or any matter arising from the Acquisition does not constitute a concentration with a Community dimension within the scope of the Merger Regulation, the Acquisition or any matter arising from or relating to the Acquisition becomes subject to a CMA Phase 2 Reference,

                in each case, before the date of the Court Meeting.

 



Appendix II
Sources of information and bases of calculation

In this Announcement, unless otherwise stated, or the context otherwise requires, the bases and sources used are set out below.

1.             Unless otherwise stated, financial information relating to the Panmure Gordon Group has been extracted or derived (without any adjustment) from Panmure Gordon's unaudited results for the six month financial period ended on 30 June 2016 or the Panmure Gordon Group's audited consolidated financial statements for the financial year ended on 31 December 2015, as applicable.

2.             As at the Last Practicable Date, there were 15,545,473 Panmure Gordon Shares in issue.

3.             The International Securities Identification Number for the Panmure Gordon Shares is GB00B97CW509.

4.             The aggregate transaction value of approximately £15.5 million has been calculated on the basis of 15,545,473 Panmure Gordon Shares in issue multiplied by the Scheme Price of 100 pence per Panmure Gordon Share.  This does not take into account the effect of the vesting and/or exercise of awards and options under the Panmure Gordon Share Schemes prior to the Scheme becoming Effective.

5.             The number of Scheme Shares entitled to be voted at the Court Meeting is 8,794,073 and has been calculated by subtracting the 6,751,400 Panmure Gordon Shares held by QInvest from the 15,545,473 Panmure Gordon Shares in issue as at the Last Practicable Date.

6.             Unless otherwise stated, all prices and closing prices for Panmure Gordon Shares are closing middle market quotations derived from the Daily Official List, save that the volume weighted average price of a Panmure Gordon Share has been derived from data provided by Bloomberg.



 

Appendix III
Details on Bidco and the Bidco Shares

Information on Bidco

Bidco is a private company limited by shares, incorporated on 31 January 2017 under the laws of England and Wales for the purpose of implementing the Transaction.  Bidco has not traded since the date of its incorporation and has not entered into any obligations, other than in connection with the Transaction.  Bidco is owned and controlled by QInvest and by a fund managed by Atlas.

Information on the Bidco Shares

1.             Bidco Share capital
(a)           The share capital of Bidco comprises ordinary shares of £0.01 each ("Bidco Shares").
(b)           The rights attaching to the Bidco Shares are set out in section 2 below.
(c)           Bidco has power to issue redeemable shares and, subject to the Companies Act 2006, to purchase its own shares.
2.             Bidco Shares

The Bidco Shares have the following rights:

(a)           Voting

Save as set out below, the Bidco Shares entitle their holders to receive notice of, attend and vote at all general meetings of Bidco. On a poll each Bidco Share has one vote attached to it.

(b)           Dividends and distributions

The Bidco Shares confer the right to dividends declared and other distributions made by Bidco.

(c)           Return of capital

The Bidco Shares entitle their holders to receive repayment of all sums paid up or credited as paid up on the Bidco Shares held by them and to participate in any other distributions made by Bidco in the context of a winding up.

(d)           Transfers

Transfers of Bidco Shares are subject to the restrictions set out in section 3 below.

(e)           Variation of rights

Section 4 below applies.

(f)            Pari passu rights

All Bidco Shares rank pari passu with one another, save in respect of the right to appoint a member of the Bidco Board and the Panmure Gordon Board (described in paragraph 9 below), and the right to information (described in paragraph 11 below).

3.             Transfer of Bidco Shares
(a)           General restrictions on transfers

Transfers of Bidco Shares are subject to rights of pre-emption, except in the case of transfers to permitted transferees (see section 3(b) below) and transfers pursuant to the drag along rights (see section 3(d) below). Unless otherwise agreed by Bidco Shareholders representing not less than 75 per cent. of the voting rights related to Bidco Shares (a Qualified Majority), no transfer or other dealing in any Bidco Share is permitted.

(b)           Permitted transfers

Bidco Shareholders are permitted to transfer shares to their Affiliates (being, in summary, companies within their group), subject to any required regulatory clearances being received.

Where Bidco Shares have been transferred to a permitted transferee and that transferee ceases to be a person who would be a permitted transferee of the transferor, the transferee will be required to transfer those Bidco Shares as set out in the Shareholders' Agreement.

(c)           Pre-emption on transfer

Bidco Shareholders have a right of pre-emption in relation to the transfer of Bidco Shares to persons other than permitted transferees. Any such transfer shall also be subject to receipt of any required regulatory clearances, and receipt of consent from a Qualified Majority as to the proposed sale price and the identity of the third party purchaser.

(d)           Tag along rights 
Where a Bidco Shareholder sells Bidco Shares representing more than 10 per cent. of the Bidco Shares in issue at the relevant time to a third party and another Shareholder declines to take up its pre-emption right in relation to that transfer, it may elect to sell all of its Bidco Shares to the third party purchaser at the same price and otherwise on no less favourable terms than those agreed by the selling Bidco Shareholder with such third party purchaser.  
(e)           Drag along rights

In the event that Atlas has agreed to sell its Bidco Shares to a third party purchaser, Atlas shall have the option to require all (but not some only) of the other Bidco Shareholders to transfer all (but not some only) of their Bidco Shares to such third party purchaser at the same price as the sale to such third party purchaser.

4.             Variation of rights

No variation of the rights attaching to Bidco Shares is to be effective without the approval in writing of Bidco Shareholders representing not less than 95 per cent. of the voting rights related to Bidco Shares (Super Majority Approval).

5.             Issue of further shares

Bidco may not issue any additional Bidco Shares (other than shares issued pursuant to any long term incentive plan approved by a Qualified Majority, or shares issued in a fundraising in which all Bidco Shareholders are invited to participate pro rata) without approval of a Qualified Majority.

6.             Committed Equity Line
Bidco Shareholders will be required to commit to provide funding, in a form to be agreed between Atlas and QInvest, up to a maximum aggregate amount of £6.9 million (Committed Equity Line). Any call on Bidco Shareholders to utilise the Committed Equity Line requires the approval of a Qualified Majority, and would be made on a pro rata basis among all Bidco Shareholders. Failure by a Bidco Shareholder to provide funding pursuant to a call on the Committed Equity Line will be an event of default under the Shareholders' Agreement which may result the defaulting Bidco Shareholder being disenfranchised, or being required to sell its Bidco Shares at a discount to fair value, or being subject to a discount of 15 per cent. on the sale proceeds it would otherwise be entitled to receive on an exit event.  
7.             Reserved matters
(a)           Qualified Majority approval matters

A number of matters to be carried out by Bidco or Panmure Gordon following the Scheme becoming Effective require the approval of a Qualified Majority. Such matters include:

·      The adoption of the business plan for the Bidco group and the annual budget for the Bidco group and material variations to or departures from the annual budget.

·      Making any material changes in the nature, geographical area or scope of the business of the Bidco group.

·      Entering into any material acquisitions or disposals.

·      The appointment or removal of senior employees.

·      Incurring indebtedness above £250,000 in aggregate, subject to certain exceptions.

·      The creation of charges or other security over Bidco group assets.

·      Utilisation of the Committed Equity Line.

·      Entry into, termination or variation of any agreements between any member of the Bidco group on the one hand and any shareholder on the other hand (subject to certain agreements entered into in connection with the Acquisition and the Committed Equity Line).

·      An IPO of shares in the Bidco.

(b)           Super Majority Approval matters

A number of matters to be carried out by Bidco or Panmure Gordon following the Scheme becoming Effective require Super Majority Approval. Such matters are:

·      Any alteration to any rights attaching to Bidco Shares.

·      The redemption or purchase of any Shares, other than on a pro rata basis among Shareholders according to their respective Shareholdings. 

·      Passing a resolution for a winding up.

8.             General meetings

Subject to the provisions of the Companies Act 2006, a general meeting shall be called by not less than 14 clear days' notice in writing. The notice must specify the place, day and time of the meeting and the general nature of the business to be transacted. Each Bidco Shareholder shall be entitled to receive notice of general meetings of Bidco. Each Bidco director shall be entitled to attend and speak at any general meeting.

9.             Directors
Bidco

The Bidco board will comprise no less than two and no more than eight directors:

·      Atlas shall have the right to appoint and maintain in office three directors;

·      QInvest shall have the right to appoint and maintain in office two directors; and

·      Any particular Bidco Shareholder who holds 6.5 per cent. or more of the Bidco Shares from time to time shall have the right to appoint and maintain in office one director to the board of Bidco,

and, should a Qualified Majority so agree, the CEO and Chairman of Panmure Gordon may also be appointed as directors to the Bidco board, (in addition to acting as directors of Panmure Gordon).

Panmure Gordon

The board of Panmure Gordon will comprise no less than two and no more than nine directors, and:

·      Atlas shall have the right to appoint and maintain in office three directors;

·      QInvest shall have the right to appoint and maintain in office three directors; and

·      Any particular Bidco Shareholder who holds 6.5 per cent. or more of the Bidco Shares from time to time shall have the right to appoint and maintain in office one director to the board of Panmure Gordon,

and Atlas shall also be entitled to appoint to the Panmure Gordon board, in addition, two directors who will act as the CEO and the Chairman of Panmure Gordon respectively. Such appointments of the CEO and Chairman shall be subject to the prior consent of QInvest (such consent not to be unreasonably withheld or delayed).

10.           Voting rights

In the Shareholders' Agreement, QInvest and Atlas have agreed that QInvest will confer on Atlas the right to exercise the voting rights attaching to such number of Bidco Shares held by QInvest as will ensure that, when added to the voting rights attaching to the Bidco Shares held by Atlas from to time, Atlas will control a majority of the voting rights attaching to Bidco Shares (save in certain circumstances).

11.           Information rights

Any particular Bidco Shareholder who holds 6.5 per cent. or more of the Bidco Shares shall have the right to receive certain financial and other information relating to Bidco and Panmure Gordon in accordance with the terms of the Shareholders' Agreement. Individual Bidco Shareholders who hold less than 6.5 per cent. of the Bidco Shares shall only have the right to receive the audited financial statements of Bidco.

12.           Exit

Under the Shareholders' Agreement, the Bidco Shareholders shall use reasonable endeavours to facilitate an exit by way of a sale or IPO (Exit) on terms acceptable to a Qualified Majority by no later than the fifth anniversary of the Effective Date.  Following the third anniversary of the Effective Date, if no Exit has occurred by that time, either of Atlas or QInvest may request that an Exit process is initiated. If Atlas does not wish to participate in that process, it will negotiate with QInvest the terms on which it will buy out QInvest. Where the terms of any proposed sale are agreed with a third party, Atlas has a right of first refusal to acquire the Bidco Shares held by other Bidco Shareholders on the terms agreed with the third party. Subject to the above, no pre-emption rights apply on a sale pursuant to an Exit process.



 

Appendix IV
Risk factors connected to the Bidco Shares

 

1.             Bidco will be controlled by Atlas, which will control a majority of voting rights over the Bidco Shares and whose appointees to the board of directors of Bidco will control a majority of the votes at meetings of the Bidco board of directors.
2.             Save with the consent of Atlas and QInvest, Bidco Shares will not be transferable except in extremely limited circumstances.
3.             It is not anticipated that any Bidco Shareholder will be able to realise their investment in Bidco until such time as Bidco realises its investment in Panmure Gordon. This is not currently anticipated to be for a minimum period of three years, and may not occur for a significantly longer period.
4.             The Bidco Shares are not listed, and there is no intention for application to be made for the Bidco Shares to be listed or dealt in, on any stock exchange. There is not currently, nor is there expected be, any market in Bidco Shares. It is not the current intention of Bidco to offer any trading facility for Bidco Shares.
5.             Bidco Shareholders will not be afforded the same level of protections and disclosure of information that they currently benefit from as shareholders in Panmure Gordon as a company whose shares are admitted to trading on AIM, as Bidco will not be subject to the disclosure, corporate governance and shareholder protection requirements of any recognised investment exchange.
6.             It is not the current intention of Atlas or QInvest for Bidco to pay any dividends.
7.             Under the terms of the Bid Conduct Agreement, Atlas has agreed to provide funding to Bidco which is sufficient to pay to Scheme Shareholders the Scheme Price in respect of all Scheme Shares (including Scheme Shares which may be issued in respect of options or awards which become exercisable under the Panmure Gordon Share Schemes as a result of the Scheme (Additional Options Shares). All Bidco Shareholders other than Atlas (including QInvest and each Electing Scheme Shareholder) will be requested, following the Scheme becoming Effective, to contribute their pro rata share of the Cash Consideration incurred by Bidco (and provided by Atlas) in relation to the Additional Options Shares.  In return for such contribution, Atlas and such contributing Bidco Shareholders will be issued with additional Bidco Shares. Any Bidco Shareholder who does not contribute their pro rata share of such costs will suffer a dilution of their holding of Bidco Shares in the period following the Scheme becoming Effective.
8.             Under the terms of the Shareholders' Agreement, all Bidco Shareholders (including eligible Scheme Shareholders who validly elect for the Bidco Unlisted Share Alternative) will be required to commit to provide their pro rata share of any additional funding required under the Committed Equity Line referred to in the Shareholders' Agreement, if required by the Board (with the approval a Qualified Majority). If Bidco Shareholders do not fund their pro rata share of the Committed Equity Line when required, this will be an event of default under the Shareholders' Agreement and they will face dilution of their interest in Bidco. In addition, under the provisions of the Shareholders' Agreement, the defaulting Shareholder may be disenfranchised, or be required to sell its Shares at a discount to fair value, or be subject to a discount of 15 per cent. on the sale proceeds it would otherwise be entitled to receive on an exit event.
9.             Individual Bidco Shareholders who hold less than 6.5 per cent. of the Bidco Shares will not have a right to appoint a director of Panmure Gordon, and, subject to any rights conferred on them by applicable law, will not be entitled to receive financial or other information relating to Bidco or Panmure Gordon other than the audited financial statements of Bidco.
10.           Bidco Shareholders will not enjoy any minority protections or other rights save for those rights reflected in Appendix II to this Announcement or as described in the Scheme Document and for those rights conferred by applicable law.
11.           Atlas and QInvest will between them hold more than 75 per cent. of the voting rights attaching to the Bidco Shares, and as such will be able to pass a Special Resolution without the approval of any other Bidco Shareholder. Many of the matters in the Shareholders' Agreement which require the consent of the Bidco Shareholders may be approved by means of a Special Resolution.
12.           The value of the Bidco Shares will be subject to the same market and trading risks as are faced by Panmure Gordon currently, including the risk in the trading performance of Panmure Gordon, including but not limited to a challenging macro-economic environment, with resultant market volatility impacting on Panmure Gordon's business.
13.           Bidco Shareholders may be required in the future to sell their Bidco Shares under the terms of a ''drag along'' provision in the Shareholders' Agreement.


 

Appendix V

Irrevocable Undertakings

Independent Panmure Gordon Directors' Irrevocable Undertakings

The following Independent Panmure Gordon Directors have given an irrevocable undertaking to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Panmure Gordon General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following Panmure Gordon Shares, in which they or their family members are beneficially interested:

Name

Number of Panmure Gordon Shares in respect of which undertaking is given


Approximate percentage of Panmure Gordon's issued share capital at the Last Practicable Date


Approximate percentage of Scheme Shares (i.e. those Panmure Gordon Shares entitled to vote at the Court Meeting) at the Last Practicable Date

Lesley Watkins

13,000


0.08


0.15

Patric Johnson

7,700


0.05


0.09

Totals

20,700


0.13


0.24


These irrevocable undertakings will cease to be binding if:

(a)           Bidco announces, with the consent of the Takeover Panel, that it does not intend to make or proceed with the Scheme or the Takeover Offer;

(b)           the Scheme Document or the offer document required to be published in connection with the Takeover Offer (as the case may be) has not been posted within 28 days of the date of this Announcement (or within such longer period as Bidco and Panmure Gordon, with the consent of the Panel, determine);

(c)           the Scheme or the Takeover Offer (as the case may be) has not become Effective or been declared unconditional in all respects (as the case may be) prior to the Long Stop Date; or

(d)           the Acquisition lapses or is withdrawn in accordance with its terms.

Panmure Gordon Shareholders' Irrevocable Undertakings

Further, certain other Panmure Gordon Shareholders have given an irrevocable undertaking to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Panmure Gordon General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer) in relation to the following Panmure Gordon Shares:

Name

Number of Panmure Gordon Shares in respect of which undertaking is given


Approximate percentage of Panmure Gordon's issued share capital at the Last Practicable Date


Approximate percentage of Scheme Shares (i.e. those Panmure Gordon Shares entitled to vote at the Court Meeting) at the Last Practicable Date

Church House Investments  Limited

500,000


3.22


5.69

EFG Hermes Regional Investments Ltd.

717,300


4.61


8.16

WMG Asia Assets Limited

1,405,100


9.04


15.98

Totals

2,622,400


16.87


29.82

 

These irrevocable undertakings (other than that given by WMG Asia Assets Limited) will cease to be binding if:

(a)              Bidco announces, with the consent of the Takeover Panel, that it does not intend to make or proceed with the Scheme or the Takeover Offer;

(b)              the Scheme Document or the offer document required to be published in connection with the Takeover Offer (as the case may be) has not been posted within 28 days of the date of this Announcement (or within such longer period as Bidco and Panmure Gordon, with the consent of the Panel, determine);

(c)              the Scheme or the Takeover Offer (as the case may be) has not become Effective or been declared unconditional in all respects (as the case may be) prior to the Long Stop Date;

(d)              a third party announces a firm intention to make a competing offer for the Company which values the Panmure Gordon Shares at more than 10 per cent. higher than the value under the Acquisition; or

(d)              the Acquisition lapses or is withdrawn in accordance with its terms.

The irrevocable undertaking given by WMG Asia Assets Limited will cease to be binding if:

(a)              the Scheme Document has not been posted within 28 days of the date of this Announcement;

(b)              the Scheme or the Takeover Offer (as the case may be) has not become Effective or been declared unconditional in all respects (as the case may be) prior to the Long Stop Date; or

(c)              the Acquisition lapses or is withdrawn in accordance with its terms (which shall not apply where the Scheme lapses or is withdrawn solely as a result of QInvest and AMC exercising their right to implement the Acquisition by way of a Takeover Offer rather than a Scheme); or

(d)              if WMG Asia Assets Limited is required to withdraw the undertaking by any court of competent jurisdiction or a competent regulator.

Under each of these Irrevocable Undertakings (other than that given by WMG Asia Assets Limited), the Panmure Gordon Shareholder has undertaken to accept the Cash Consideration in respect of the relevant Scheme Shares the subject of the undertaking.

Bidco has also received an irrevocable undertaking from QInvest to vote in favour of the Resolution to be proposed at the General Meeting in respect of a total of 6,751,400 Panmure Gordon Shares, representing approximately 43.43 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date.



Appendix VI

Definitions

"Acquisition"

the proposed recommended all-cash acquisition by Bidco of the entire issued and to be issued share capital of Panmure Gordon, other than the Excluded Shares, to be effected by means of the Scheme, on the terms and subject to the conditions set out in this Announcement and to be set out in the Scheme Document (or the Takeover Offer, under certain circumstances as described in this Announcement)

 

"Atlas"

means Atlas Merchant Capital LLC

 

"AIM"

means AIM, the market of that name operated by the London Stock Exchange

 

"Announcement"

means this Announcement made pursuant to Rule 2.7 of the Code, including its Appendices

 

"Authorisations"

regulatory authorisations, orders, recognitions, grants, consents, clearances, confirmations, certificates, licences, permissions or approvals

 

"Bidco"

Ellsworthy Limited, a company incorporated in England and Wales with registered number 10593768

 

"Bidco Board"

the board of directors of Bidco

 

"Bid Conduct Agreement"

the agreement dated 17 March 2017 between Atlas, QInvest and Bidco in relation to the funding of Bidco and the issue of Bidco Shares to QInvest and Atlas

 

"Bidco Shareholders"

the holders of Bidco Shares

 

"Bidco Shares"

ordinary shares of £0.01 each in the capital of Bidco

 

"Bidco Unlisted Share Alternative"

the alternative whereby eligible Scheme Shareholders (other than Scheme Shareholders resident or located in a Restricted Jurisdiction) may elect to receive Bidco Shares instead of all (but not part only) of the Cash Consideration to which they would otherwise be entitled under the terms of the Acquisition, in accordance with the terms and conditions set out in this Announcement and the Scheme Document

 

"Business Day"

a day (other than Saturdays, Sundays and public or bank holidays in the UK) on which banks are generally open for business in the City of London

 

"Cash Consideration"

the cash consideration due to Scheme Shareholders under the terms of the Acquisition

 

"Cash Price"

the aggregate cash consideration payable by Bidco to Scheme Shareholders under the terms of the Acquisition

 

"Closing Price"

the middle market price for a Panmure Gordon Share at the close of business on the day to which the price relates, as derived from the Daily Official List

 

"CMA Phase 2 Reference"

a reference of the Acquisition to the chair of the Competition and Markets Authority for the constitution of a group under Schedule 4 to the Enterprise and Regulatory Reform Act 2013

 

"Code"

the City Code on Takeovers and Mergers issued from time to time by the Panel

 

"Committed Equity Line"

the committed equity line relating to the further funding of Bidco and Panmure Gordon, which Bidco Shareholders agree to provide under the terms of the Shareholders' Agreement

 

"Companies Act"

the Companies Act 2006

 

"Conditions"

the conditions of the Acquisition (including the Scheme) set out in Part A of Appendix I to this Announcement and to be set out in the Scheme Document

 

"Co-Operation Agreement"

the agreement dated 17 March 2017 between Panmure Gordon and Bidco in relation to their co-operation in relation to certain matters relating to the Acquisition

 

"Court"

the High Court of Justice, Chancery Division (Companies Court) in England and Wales

 

"Court Meeting"

the meeting(s) of the Scheme Shareholders to be convened by order of the Court pursuant to section 896 of the Companies Act for the purpose of considering, and if thought fit, approving the Scheme (with or without amendment) and any adjournment thereof

 

"Daily Official List"

the AIM appendix of the daily official list of the London Stock Exchange

 

"Disclosed"

information disclosed by or on behalf of any member of the Panmure Gordon Group: (i) in this Announcement; (ii) in any announcement to a Regulatory Information Service made by or on behalf of Panmure Gordon following 30 June 2016 and before 5.00 p.m. on the Business Day immediately preceding the date of this Announcement; (iii) in Panmure Gordon's unaudited results for the six month financial period ended on 30 June 2016; or (iv) that has been fairly disclosed to Bidco or its directors, officers, employees or advisers in writing before 5.00 p.m. on the Business Day immediately preceding the date of this Announcement

 

"Effective"

the Scheme having become effective in accordance with its terms, upon delivery of the Scheme Court Order to the Registrar of Companies

 

"Effective Date"

the date upon which the Scheme becomes Effective

 

"Electing Scheme Shareholders"

Scheme Shareholders who validly elect for the Bidco Unlisted Share Alternative

 

"Exchange Ratio"

the ratio according to which Bidco Shares will be issued in consideration for Scheme Shares in respect of which a valid election is made for the Bidco Unlisted Share Alternative, being 0.518411 Bidco Shares for each Scheme Share

 

"Excluded Shares"

any Panmure Gordon Shares held, directly or indirectly, by any member of the Wider Joint Bidder Groups

 

"FCA"

means the UK Financial Conduct Authority

 

"Forms of Election"

the forms of election for use by Scheme Shareholders electing for the Bidco Unlisted Share Alternative which will accompany the Scheme Document

 

"Forms of Proxy"

the forms of proxy for use at the Court Meeting and at the Panmure Gordon General Meeting which will accompany the Scheme Document

 

"FSMA"

the Financial Services and Markets Act 2000, as amended

 

"Grant Thornton"

Grant Thornton UK LLP, financial adviser to Panmure Gordon under Rule 3 of the Code

 

"Hopton Advisers"

Hopton Advisers LLP, financial adviser to Bidco

 

"Independent Panmure Gordon Directors"

the Panmure Gordon Directors excluding Michael Katounas, Dr Ataf Ahmed and Tamim Al-Kawari

 

"Last Practicable Date"

16 March 2017, being the last practicable date prior to the publication of this Announcement

 

"London Stock Exchange" or "LSE"

London Stock Exchange plc

 

"Long Stop Date"

31 August 2017, or such later date (if any) as may be agreed by Bidco and Panmure Gordon (with the consent of the Panel) and the approval of the Court (if such approval is required)

 

"Market Abuse Regulation"

Market Abuse Regulation 596/2014 of the European Parliament and of the Council, which came into force in the United Kingdom on 3 July 2016

 

"MENA"

Middle East and North Africa

 

"Merger Regulation"

Council Regulation (EC) No. 139/2004

 

"Offer Period"

in relation to Panmure Gordon, has the meaning given to it in the Code, which period commenced on the date of this Announcement

 

"Opening Position Disclosure"

has the meaning given to it in Rule 8 of the Code

 

"Panel"

the Panel on Takeovers and Mergers

 

"Panmure Gordon"

Panmure Gordon & Co. plc, a company incorporated in England and Wales with registered number 2700769

 

"Panmure Gordon Board"

the board of directors of Panmure Gordon

 

"Panmure Gordon Directors"

the directors of Panmure Gordon at the date of this Announcement, being Patric Johnson, Andrew Adcock, Dr Ataf Ahmed, Lesley Watkins, Michael Katounas, Steven Baldwin and Tamim Al-Kawari.

 

"Panmure Gordon General Meeting"

the general meeting of Panmure Gordon Shareholders (including any adjournment thereof) to be convened in connection with the Scheme, notice of which will be set out in the Scheme Document

 

"Panmure Gordon Group"

Panmure Gordon and its subsidiaries and subsidiary undertakings

 

"Panmure Gordon Meetings"

the Court Meeting and the Panmure Gordon General Meeting

 

"Panmure Gordon Share"

an ordinary share of 4 pence in the capital of Panmure Gordon

 

"Panmure Gordon Shareholders"

the holders of Panmure Gordon Shares from time to time 

 

"Panmure Gordon Share Schemes"

the:

(a)        Panmure Gordon Performance Share Plan;

(b)        Panmure Gordon 2005 Employee Share Option Plan; and

(c)        Panmure Gordon Approved Share Option Plan

 

"Registrar of Companies"

the Registrar of Companies in England and Wales

 

"Regulatory Information Service"

a service approved by the London Stock Exchange for the distribution to the public of announcements and included within the list maintained on the London Stock Exchange's website

 

"Relevant Authority"

has the meaning given to it in paragraph 2(b) of Appendix I to this Announcement

 

"Resolution"

a special resolution in connection with the implementation of the Scheme to be proposed at the Panmure Gordon General Meeting and voted on by Panmure Gordon Shareholders

 

"Restricted Jurisdiction"

any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if the information concerning the Acquisition is sent or made available to Panmure Gordon Shareholders in that jurisdiction

 

"QInvest"

means QInvest LLC, authorised by the Qatar Financial Centre Regulatory Authority under registered number 00048

 

"Scheme"

the proposed scheme of arrangement under Part 26 of the Companies Act between Panmure Gordon and the Scheme Shareholders to implement the Acquisition with or subject to any modification, addition or condition which Bidco and Panmure Gordon may agree and, if required, the Court may approve or impose

 

"Scheme Court Hearing"

the hearing of the Court to sanction the Scheme under section 899 of the Companies Act

 

"Scheme Court Order"

the order of the Court sanctioning the Scheme under section 899 of the Companies Act

 

"Scheme Document"

the document to be despatched to (among others) Panmure Gordon Shareholders including, among other things, details of the Scheme required by section 897 of the Companies Act, the full terms and conditions of the Scheme and the notices of the Panmure Gordon Meetings

 

"Scheme Price"

100 pence in cash for each Scheme Share

 

"Scheme Record Time"

the time and date to be specified as such in the Scheme Document or such later time and/or date as Bidco and Panmure Gordon may agree

 

"Scheme Shareholders"

holders of Scheme Shares

 

"Scheme Shares"

(a)         the Panmure Gordon Shares in issue at the date of the Scheme Document;

(b)        any Panmure Gordon Shares issued after the date of the Scheme Document and before the Voting Record Time; and

(c)         any Panmure Gordon Shares issued at or after the Voting Record Time and before the Scheme Record Time in respect of which the original or any subsequent holders thereof are, or shall have agreed in writing to be, bound by the Scheme,

in each case which remain in issue at the Scheme Record Time and excluding the Excluded Shares

 

"Share Exchange"

the sale by QInvest and purchase by Bidco of 6,751,400 Panmure Gordon Shares owned by QInvest, to be effected at the Effective Date

 

"Share Exchange Agreement"

the agreement dated 17 March 2017 between Bidco, Atlas and QInvest in relation to the Share Exchange

 

"Shareholders' Agreement"

the agreement dated 17 March 2017 between Atlas and QInvest relating to the management and operation of Bidco, to which Electing Scheme Shareholders will be required to adhere to and be legally bound by, such adherence to be effected by means of a deed of adherence which will be executed on behalf of Electing Scheme Shareholders pursuant to a power of attorney to be contained within the Form of Election

 

"Significant Interest"

in relation to an undertaking, a direct or indirect interest of 20 per cent. or more of (i) the total voting rights conferred by the equity share capital (as defined in section 548 of the Companies Act) of such undertaking or (ii) the relevant partnership interest

 

"Takeover Offer"

should the Acquisition be implemented by way of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act, the recommended offer to be made by or on behalf of Bidco to acquire the entire issued and to be issued share capital of Panmure Gordon (excluding the Excluded Shares) and, where the context requires, any subsequent revision, variation, extension or renewal of such offer and includes any election available thereunder

 

"Third Party"

each of a central bank, government or governmental, quasi-governmental, supranational, statutory, regulatory, environmental, administrative, fiscal or investigative body or court having jurisdiction in relation to any member of the Wider Panmure Gordon Group in any jurisdiction

 

 

"Transaction"

the Acquisition together with the Share Exchange

"UK" or "United Kingdom"

the United Kingdom of Great Britain and Northern Ireland

 

"US Exchange Act"

the US Securities Exchange Act of 1934, as amended from time to time

 

"US Securities Act"

the US Securities Act of 1933, as amended from time to time

 

"US Person"

a US person as defined under Regulation S (promulgated under the US Securities Act) including, but not limited to, any natural person in the United States

 

"Voting Record Time"

the date and time specified in the Scheme Document by reference to which entitlement to vote at the Court Meeting and the Panmure Gordon General Meeting will be determined, expected to be 6:00 p.m. on the day which is two days before the date of the Court Meeting or, if the Court Meeting is adjourned, 6:00 p.m. on the day which is two days before the date of such adjourned meeting

 

"Wider Atlas Group"

Atlas, funds managed by Atlas, and their respective subsidiaries, subsidiary undertakings, parent undertakings, holding companies and their respective subsidiaries and subsidiary undertakings, and any other body corporate, partnership, joint venture or person in which Atlas and all such undertakings (aggregating their interests) have a Significant Interest

 

"Wider Joint Bidder Groups"

the Wider Atlas Group and the Wider QInvest Group

 

"Wider QInvest Group"

QInvest and its subsidiaries, subsidiary undertakings, parent undertakings, holding companies and their respective subsidiaries and subsidiary undertakings and any other body corporate, partnership, joint venture or person in which QInvest and all such undertakings (aggregating their interests) have a Significant Interest

 

"Wider Panmure Gordon Group"

Panmure Gordon and its subsidiaries and subsidiary undertakings, and any other body corporate, partnership, joint venture or person in which Panmure Gordon and all such undertakings (aggregating their interests) have a Significant Interest

 

 

For the purposes of this Announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and have the respective meanings given thereto by the Companies Act.

All references to "pounds", "pounds Sterling", "Sterling", "£", "pence", "penny" and "p" are to the lawful currency of the United Kingdom.

All the times and/or dates referred to in this Announcement are to those times and/or dates in London, United Kingdom, unless otherwise stated.

References to the singular include the plural and vice versa.


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ACQSFLSMWFWSELD

a d v e r t i s e m e n t