Panmure Gordon & Co. plc Court Sanction of the Scheme of Arrangement (1710L)
July 14 2017 - 11:50AM
UK Regulatory
TIDMPMR
RNS Number : 1710L
Panmure Gordon & Co. plc
14 July 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE 14 JULY 2017
RECOMMENDED ACQUISITION
of
PANMURE GORDON & CO. PLC
by
ELLSWORTHY LIMITED
COURT SANCTION OF THE SCHEME OF ARRANGEMENT
Further to the announcement of 30 June 2017, Panmure Gordon is
pleased to announce that the Court has today made an order to
sanction the Scheme. Accordingly, the last day of dealings in, and
registration of transfers of, Panmure Gordon Shares on AIM will be
Monday 17 July 2017, and trading in Panmure Gordon Shares on AIM
will be suspended with effect from 7.30 a.m. on 18 July 2017.
The Scheme will become Effective on delivery of the Court Order
to the Registrar of Companies, which is expected to take place on
18 July 2017, whereupon the entire issued ordinary share capital of
Panmure Gordon will be owned by Bidco and a further announcement
will be made at that time. Panmure Gordon has applied to the London
Stock Exchange for the cancellation of admission to trading of the
Panmure Gordon Shares on AIM, which is expected to take effect at
7.00 a.m. on 19 July 2017 ("Cancellation"). 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.
Issue of Equity
Panmure Gordon further announces that it has issued 482,445
ordinary shares of 4 pence each in Panmure Gordon ("New Panmure
Gordon Shares") to satisfy the exercise of options.
In accordance with Rule 2.9 of the City Code on Takeovers and
Mergers (the "Code"), following the issue of the New Panmure Gordon
Shares, Panmure Gordon's issued share capital and total voting
rights comprises 16,027,918 Panmure Gordon Shares. No shares were
held in treasury at the date of this announcement. Application has
been made for the New Panmure Gordon Shares to be admitted to
trading on AIM, which is not expected to occur before
Cancellation.
The above figure (16,027,918 Panmure Gordon Shares) is the
figure which may be used by shareholders as the denominator for the
calculation by which they will determine if they are required to
notify their interest in, or a change to their interest in, Panmure
Gordon. The International Securities Identification Number (ISIN)
of the Panmure Gordon Shares is GB00B97CW509.
Enquiries:
Panmure Gordon & Co. plc
Andrew Adcock, Chairman +44 (0)20 7886
Anne-Marie Palmer, Company Secretary 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.
Publication on websites
A copy of this Announcement will be available free of charge 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.
Disclosure requirements of the Takeover Code
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
MSCSFUFILFWSELW
(END) Dow Jones Newswires
July 14, 2017 11:50 ET (15:50 GMT)
Panmure Gordon (LSE:PMR)
Historical Stock Chart
From Sep 2024 to Oct 2024
Panmure Gordon (LSE:PMR)
Historical Stock Chart
From Oct 2023 to Oct 2024