TIDMPMR
RNS Number : 2458C
Panmure Gordon & Co. plc
12 April 2017
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY IN, INTO OR FROM ANY JURISDICTION
(INCLUDING THE UNITED STATES OF AMERICA) WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
12 APRIL 2017
RECOMMED CASH OFFER
for
PANMURE GORDON & CO. PLC
by
ELLSWORTHY LIMITED
PUBLICATION AND POSTING OF SCHEME DOCUMENT
CHANGE OF DIRECTOR
Publication and Posting of the Scheme Document
On 17 March 2017, the boards of directors of Panmure Gordon
& Co. plc ("Panmure Gordon") and Ellsworthy Limited ("Bidco")
announced that they had reached agreement on the terms of a
recommended cash acquisition ("Acquisition") under which Bidco
intends to acquire the entire issued and to be issued ordinary
share capital of Panmure Gordon for 100 pence in cash per Scheme
Share held. It was also announced that the Acquisition would be
effected by means of a scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Act") and include a Bidco Unlisted Share
Alternative.
Further to that announcement, the boards of Panmure Gordon and
Bidco are pleased to announce that the Scheme Document relating to
the Acquisition together with associated Forms of Proxy and
Election are today being posted to Panmure Gordon Shareholders. The
Scheme Document contains, inter alia, the full terms and conditions
of the Scheme, an explanatory statement pursuant to section 897 of
the Act, notices of the required meetings, the expected timetable
of principal events and details of the actions to be taken by
Panmure Gordon Shareholders.
As described in the Scheme Document, to become Effective, the
Scheme must be approved at the Court Meeting; a special resolution
must be passed at the General Meeting; and the Scheme must
subsequently be sanctioned by the Court. Both the Court Meeting and
the General Meeting will be held at the offices of Panmure Gordon
at One New Change, London EC4M 9AF on 28 April 2017 with the Court
Meeting to commence at 11.00 a.m. and the General Meeting to
commence at 11.15 a.m. (or as soon thereafter as the Court Meeting
is concluded or adjourned). Notices of the Court Meeting and the
General Meeting are set out in the Scheme Document.
The Scheme Document, together with information incorporated into
it by reference to another source, will be available free of
charge, subject to any applicable restrictions relating to persons
resident in Restricted Jurisdictions, on the investor section of
Panmure Gordon's website at www.panmure.com and on Bidco's website
at www.newsandinformation.co.uk during the course of the Offer
Period.
Subject to approval at the relevant meetings, Court approval and
the satisfaction or waiver of the other conditions set out in the
Scheme Document, the Scheme is expected to become effective on or
around 20 June 2017.
Change of Director
Patric Johnson will step down as Chief Executive Officer upon
the Scheme becoming Effective and will leave Panmure Gordon. Since
becoming Chief Executive he has played a significant role in
returning the company to profitability and to positive operational
cash flow during the year ended 31 December 2016. The Panmure
Gordon Directors are very grateful for the significant contribution
that Patric has made since joining Panmure Gordon in 2013.
Bidco intends to appoint Ian Axe to the role of Chief Executive
from the Effective Date, subject to regulatory approval. Ian has
over 20 years of capital markets experience working in brokerage,
banking and market infrastructure in Europe, the United States,
Asia and Africa. He has held a number of senior executive positions
including Group Chief Executive Officer of LCH.Clearnet, the
world's leading multinational clearing house. Previous investment
banking experience includes: at Barclays, Global Head of Equity
Finance, Global Head of Operations, Chief Operating Officer (EMEA)
for both the investment bank and wealth management; and Group Chief
Operation Officer at ABSA Capital. Ian has both built and
transformed investment banking businesses, including the Lehman
integration, and divesture of Barclays Global Investors (BGI),
while at Barclays. Ian has spent the last two years investing in
and advising FinTech companies and currently sits as a
non-executive director on the boards of new market venture IPSX,
the world's first Commercial Real Estate exchange, and Squalker, an
equity swap brokerage technology venture.
Ordinary Share Awards
In accordance with the co-operation agreement dated 17 March
2017 between Bidco and Panmure Gordon (the "Co-operation
Agreement") the remuneration committee of Panmure Gordon has
converted awards outstanding to Patric Johnson in respect of 53,137
Panmure Gordon Shares to nil cost options which will fully vest on
the Scheme Sanction Date, as defined in the Scheme Document dated
12 April 2017.
In addition, in accordance with the Co-operation Agreement, the
remuneration committee of Panmure Gordon has extended the exercise
date of options outstanding to Patric Johnson in respect of 6,097
Panmure Gordon Shares to a date being no later than the Effective
Date, as defined in the Scheme Document dated 12 April 2017.
Commenting, Andrew Adcock, Chairman of Panmure Gordon, said:
"Following the publication today of the Scheme Document I would
like to reiterate the Independent Panmure Gordon Directors'
unanimous recommendation that 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.
I would also like to take this opportunity to thank Patric
Johnson. Patric took on the role of CEO at a singularly difficult
time for the Company. His broad understanding of and experience in
the Investment Banking industry enabled him to provide a clear
focus on returning the business to profitability and by applying
determination, energy and enthusiasm achieved this result in a
remarkably short period of time. Patric has throughout my
Chairmanship supported me and the board in formulating our longer
term strategy and has never wavered from putting the interests of
the Company, its employees, clients and other constituencies first.
I know that he will continue to do that during the next few months
before handing over to Ian Axe upon the Scheme becoming
Effective."
Commenting, Tamim Al-Kawari, the Chief Executive Officer of
QInvest, said:
"Patric Johnson has worked tirelessly to return Panmure Gordon
to profitability and to strengthen the business during his tenure
as Chief Executive. Over the past nine months Patric has worked
closely with QInvest and the Panmure Gordon board on its strategy
to attract external capital and, latterly, with Atlas and QInvest
to successfully deliver Bidco's offer. I would like to thank him
for his efforts and I know that he will be handing over a stronger
business to Ian Axe when the Scheme becomes Effective."
Commenting, Matthew Hansen, the Head of UK and Europe for Atlas,
said:
"I am delighted that the Scheme Document has been published
today with a strong level of committed support from major Panmure
Gordon Shareholders for the Acquisition. Atlas, with its long-term
investment horizon, dedicated focus on financial services and its
deep operating expertise, is excited by the opportunities we have
to build upon Panmure Gordon's existing strengths, to broaden the
scope of its business and to create a high quality boutique
investment bank. We are particularly pleased that Ian Axe will be
responsible for this next chapter in Panmure Gordon's venerable
history, given his impressive track record and significant
experience in the investment banking arena over many years, most
recently as the successful CEO of LCH.Clearnet."
Panmure Gordon Shareholders should carefully read the Scheme
Document in its entirety before making a decision with respect to
the Scheme.
Terms and expressions in this announcement shall, unless the
context otherwise requires, have the same meanings as given to them
in the Scheme Document.
A copy of this announcement and the Scheme Document will be made
available on the investor section of Panmure Gordon's website at
www.panmure.com and on Bidco's website at
www.newsandinformation.co.uk during the course of the Offer
Period.
Enquiries:
Ellsworthy Limited
Matthew Hansen +44 (0)20 3551
Michael Katounas 7850
Hopton Advisers LLP (Financial
Adviser to Bidco) +44 (0)20 7036
Colin La Fontaine Jackson 1633
Teneo Blue Rubicon (PR Adviser
to Bidco) +44 (0)20 7420
Anthony Silverman 3149
Panmure Gordon & Co. plc
Andrew Adcock, Chairman +44 (0)20 7886
Patric Johnson, Chief Executive 2500
Grant Thornton UK LLP (Financial
Adviser and Rule 3 Adviser to
Panmure Gordon)
Philip Secrett
Salmaan Khawaja
Jamie Barklem +44 (0)20 7383
Harrison Clarke 5100
Buchanan Communications Limited
(Financial PR adviser to Panmure
Gordon)
Bobby Morse +44 (0)20 7466
Stephanie Watson 5000
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Panmure Gordon and the Independent Panmure Gordon
Directors and no one else in connection with the Acquisition and
will not be responsible to anyone other than Panmure Gordon and the
Independent Panmure Gordon Directors 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.
Hopton Advisers LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of Hopton
Advisers, or for providing advice in relation to the Acquisition,
the contents of this Announcement or any other matter referred to
herein.
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.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise. The
Acquisition is being made solely by means of the Scheme Document
which contains the full terms and Conditions of the Acquisition,
including details of how to vote at the Court Meeting and the
General Meeting. Any response to 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
received.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules for Companies 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 and regulations of any
jurisdiction outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
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 affected by the
laws of such relevant jurisdictions. Therefore, any persons who are
subject to the laws of any jurisdiction other than the United
Kingdom or Panmure Gordon Shareholders who are not resident in the
United Kingdom will need to inform themselves about, and observe,
any applicable legal or regulatory requirements. Any failure to
comply with the applicable restrictions may constitute a violation
of the securities laws of any such jurisdiction. Further details in
relation to Overseas Shareholders are contained in the Scheme
Document.
Unless otherwise determined by Bidco or required by the Code,
the Acquisition is not being, and will not be, made available,
directly or indirectly, in or into or by the use of the mails of,
or by any other means or instrumentality of interstate or foreign
commerce of, or any facility of a national state or other
securities exchange of, any Restricted Jurisdiction. Accordingly,
copies of this Announcement and all documents relating to the
Acquisition are not being, and must not be, directly or indirectly,
mailed, transmitted or otherwise forwarded, distributed or sent in,
into or from any Restricted Jurisdiction and persons receiving this
Announcement (including, without limitation, agents, nominees,
custodians and trustees) must not distribute, send or mail it in,
into or from such jurisdiction. Any person (including, without
limitation, any agent, nominee, custodian or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this Announcement and/or the Scheme Document and/or any
other related document to a jurisdiction outside the United Kingdom
should inform themselves of, and observe, any applicable legal or
regulatory requirements of their jurisdiction.
The availability of the Acquisition to Panmure Gordon
Shareholders who are not resident in the United Kingdom may be
affected by the laws of the relevant jurisdictions in which they
are resident. Persons who are not resident in the United Kingdom
should inform themselves of, and observe, any applicable
requirements.
The Acquisition is subject to the applicable requirements of the
Code, the Panel and the London Stock Exchange.
Publication on websites and availability of hard copies
A copy of this Announcement 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.
Information relating to Panmure Gordon Shareholders
Addresses, electronic addresses and certain other information
provided by Panmure Gordon's Shareholders, persons with information
rights and other relevant persons for the receipt of communications
from Panmure Gordon may be provided to Bidco during the Offer
Period as required under Section 4 of Appendix 4 to the Code.
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) 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(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) 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.
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).
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.
APPIX 1
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following timetable sets out expected dates for the
implementation of the Scheme:
Event 2017
Latest time for lodging Forms
of Proxy for:
11:00 am on 26 April(1)
* Court Meeting (BLUE form)
11:15 am on 26 April
* General Meeting (GREEN form)
Voting Record Time 6:30 pm on 26 April(2)
Court Meeting 11:00 am on 28 April
General Meeting 11:15 am on 28 April
(or as soon as the
Court Meetings shall
have been concluded
or adjourned)(3)
The following dates are subject to change;
please see note (4) below
Latest time for lodging Bidco 1:00 pm on 2 June
Share Forms of Election (PINK
form) and settlement of Bidco
Share elections through CREST
Scheme Court Hearing (to sanction 16 June
the Scheme)
Scheme Record Time 6:00 pm on 19 June
Last day of dealings in Panmure 19 June
Gordon Shares
Suspension of trading on AIM 7:30 am on 20 June
in Panmure Gordon Shares
Effective Date of the Scheme 20 June
Cancellation of trading on 7:00 am on 21 June
AIM of Panmure Gordon Shares
Latest date for payment of within 14 days of
cash consideration by cheque the Effective Date
or through CREST, and latest
date for dispatch of Bidco
Share certificates
Long Stop Date 31 August
Notes:
(1) The BLUE Form of Proxy for the Court Meeting, if not lodged
by the time stated above, may be handed to a representative of
Computershare, on behalf of the Chairman of the Court Meeting, at
that Meeting. However, in order to be valid, the GREEN Form of
Proxy must be lodged no later than 11:15 am on 26 April 2017 (or,
if the General Meeting is adjourned, 48 hours before the time fixed
for the adjourned Meeting).
(2) If either the Court Meeting or the General Meeting is
adjourned, the Voting Record Time for the relevant adjourned
Meeting will be 6:30 pm on the second day before the day set for
such adjourned Meeting.
(3) The General Meeting will commence at 11:15 am on 28 April
2017 or as soon thereafter as the Court Meeting has been concluded
or adjourned.
(4) These times and dates are indicative only and will depend
on, among other things, whether and when the Conditions are
satisfied or deemed satisfied and the dates upon which the Court
sanctions the Scheme. If the expected dates of the Court Hearings
are changed, Panmure Gordon will give adequate notice of the
changes by issuing an announcement through a Regulatory Information
Service and via its website at www.panmure.com.
APPENDIX 2
NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY
ASSOCIATED WITH THEM
Details of the person discharging managerial
1 responsibilities / person closely associated
---- --------------------------------------------------------------
a) Name Patric Johnson
---- --------------------------- ---------------------------------
2 Reason for the notification
---- --------------------------------------------------------------
a) Position/status Chief Executive Officer
---- --------------------------- ---------------------------------
b) Initial notification Initial notification
/Amendment
---- --------------------------- ---------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
---- --------------------------------------------------------------
a) Name Panmure Gordon & Co plc
---- --------------------------- ---------------------------------
4 Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
---- --------------------------------------------------------------
a) Description of
the financial instrument, Identification code (ISIN):
type of instrument GB00B97CW509
Identification
code
---- --------------------------- ---------------------------------
b) Nature of the transaction Grant of options and extension
of exercise period respectively
---- --------------------------- ---------------------------------
c) Price(s) and volume(s) Volume(s)
Price(s)
----------- ----------
NIL 53,137
NIL 6,097
----------- ----------
---- --------------------------- ---------------------------------
d) Aggregated information
- Aggregated volume 59,234
- Price NIL
---- --------------------------- ---------------------------------
e) Date of the transaction 11 April 2017
---- --------------------------- ---------------------------------
f) Place of the transaction No trading venue
---- --------------------------- ---------------------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBLGDSGGBBGRB
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April 12, 2017 02:00 ET (06:00 GMT)
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