TIDMPMR
RNS Number : 7168D
Panmure Gordon & Co. plc
28 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 28 APRIL 2017
RECOMMED ACQUISITION
of
PANMURE GORDON & CO. PLC
by
ELLSWORTHY LIMITED
RESULTS OF COURT MEETING AND GENERAL MEETING
The board of directors of Panmure Gordon & Co. plc ("Panmure
Gordon") is pleased to announce that at the Court Meeting held
earlier today, the requisite majority of Panmure Gordon
Shareholders voted to approve the recommended cash offer for the
entire issued and to be issued share capital of Panmure Gordon by
Ellsworthy Limited ("Bidco") to be effected by way of a
Court-sanctioned scheme of arrangement under Part 26 of the
Companies Act 2006 (the "Scheme"). In addition, the special
resolution to implement the Scheme and to amend the articles of
association of Panmure Gordon proposed at the subsequent General
Meeting was also duly passed.
Details of the special resolution passed at the General Meeting
are set out in the Notice of General Meeting contained in the
scheme document dated 12 April 2017 sent or otherwise made
available to Panmure Gordon Shareholders (the "Scheme Document"),
which document, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions (as defined in the Scheme
Document), is available on Panmure Gordon's website at
http://www.panmure.com/investor-relations/company-information/.
Upon the Scheme becoming Effective, Scheme Shareholders will
receive 100 pence in cash for each Scheme Share (unless having
elected to receive Bidco Shares pursuant to the Bidco Unlisted
Share Alternative).
Voting Results of the Court Meeting
At the Court Meeting, a majority in number of Scheme
Shareholders who voted (either in person or by proxy) on the poll,
representing more than 75 per cent. in value of those Scheme Shares
that were voted, voted in favour of the Scheme and, accordingly,
the resolution to approve the Scheme was duly passed. The table
below sets out the results of the poll at the Court Meeting. Each
Scheme Shareholder, present in person or by proxy, was entitled to
one vote for each Scheme Share held at the Voting Record Time.
Number of Percentage Number Percentage Number
Scheme Shareholders of Scheme of Scheme of Scheme of Scheme
who voted Shareholders Shares Shares Shares
who voted voted voted voted as
a percentage
of issued
share capital
--------- --------------------- -------------- ----------- ----------- ---------------
For 36 85.71 5,635,186 99.94 64.08
--------- --------------------- -------------- ----------- ----------- ---------------
Against 6 14.29 3,307 0.06 0.04
--------- --------------------- -------------- ----------- ----------- ---------------
Total 42 100.00 5,638,493 100.00 64.12
--------- --------------------- -------------- ----------- ----------- ---------------
Voting Results of the General Meeting
At the General Meeting, the special resolution set out in the
Notice of General Meeting contained in the Scheme Document was duly
passed by the requisite majority voting on a poll. The table below
sets out the voting results at the General Meeting. Each Panmure
Gordon Shareholder, present in person or by proxy, was entitled to
one vote for each Panmure Gordon Share held at the Voting Record
Time.
Number of Number of Percentage
Panmure Gordon Panmure Gordon of Panmure
Shareholders Shares voted Gordon Shares
who voted voted
----------------- ---------------- ---------------- ---------------
For* 41 12,359,158 99.97
----------------- ---------------- ---------------- ---------------
Against 5 3,207 0.03
----------------- ---------------- ---------------- ---------------
Vote Withheld** 0 0 0.00
----------------- ---------------- ---------------- ---------------
Total 46 12,362,365 100.00
----------------- ---------------- ---------------- ---------------
* Any proxy appointments which give discretion to the Chairman
have been included in the vote "For" total
** A vote withheld is not a vote in law and accordingly is not
counted in the calculation of the proportion of votes for or
against the special resolution.
The total number of Panmure Gordon Shares in issue at the Voting
Record Time was 15,545,473 carrying one vote each. As at the Voting
Record Time, Panmure Gordon held no Panmure Gordon Shares as
treasury shares. Therefore the total voting rights in Panmure
Gordon as at the Voting Record Time were 15,545,473.
Effective Date and Expected Timetable
The hearing of the petition to the Court to sanction the Scheme
is expected to take place on 16 June 2017.
Subject to the Court sanctioning the Scheme and the satisfaction
or, if capable of being waived, the waiver of certain other
outstanding Conditions, it is expected that the last day for
dealings in Panmure Gordon Shares on AIM will be 19 June 2017, that
dealings in the Panmure Gordon Shares will be suspended with effect
from 7.30 a.m. on 20 June 2017 and that the Scheme will become
effective on 20 June 2017. If the Scheme becomes Effective on 20
June 2017, it is expected that admission to trading of Panmure
Gordon Shares on AIM will be cancelled with effect from 7.00 a.m.
on 21 June 2017. The expected timetable of principle events for the
implementation of the Scheme is set out on page 11 of the Scheme
Document.
Following the Effective Date, share certificates in respect of
Panmure Gordon Shares will cease to be valid and entitlements to
Panmure Gordon Shares held within the CREST system will be
cancelled.
Unless otherwise stated, all references to time in this
Announcement are to London time. The dates in this Announcement are
indicative only. These dates depend on, amongst other things, the
date upon which the Court sanctions the Scheme, the date on which
the Court Order is delivered to the Registrar of Companies and
whether the Conditions are satisfied or, if capable of waiver,
waived. Panmure Gordon will give notice of all of these dates, when
known, by issuing an announcement(s) through a Regulatory
Information Service and via its website
(http://www.panmure.com/investor-relations/regulatory-announcements/).
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) +44 (0)20 7466
Richard Darby 5000
Definitions
Save where otherwise defined herein or where the context
otherwise requires, terms defined in the Scheme Document bear the
same meanings when used in this announcement (the
"Announcement").
Disclaimers
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.
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.
This Announcement has been prepared for the purposes of
complying with English law, the AIM Rules 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 and the Scheme Document will be
available free of charge and subject to certain restrictions
relating to persons resident in Restricted Jurisdictions on Bidco's
and Panmure Gordon's websites at www.newsandinformation.co.uk and
http://www.panmure.com/investor-relations/ respectively, by no
later than 12 noon (London time) on the Business Day following the
date of this Announcement. For the avoidance of doubt, the contents
of those 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 Takeover 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 tenth Business Day following the
commencement of the Offer Period and, if appropriate, by no later
than 3.30 p.m. (London time) on the tenth 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.
Capitalised terms under this heading are defined in the Code,
which can also be found on the Panel's website. If you are in any
doubt as to whether or not you are required to make a disclosure
under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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