PMR.L Regulatory News (PMR)

2 Apr 2007 07:01

Panmure Gordon & Co. plc02 April 2007 PANMURE GORDON & CO. PLC ("PANMURE GORDON") COMPLETION OF ACQUISITION OF THINKEQUITY PARTNERS LLC ("THINKEQUITY") AND BOARD APPOINTMENTS Summary • Acquisition of ThinkEquity completed on schedule • Mix of consideration between cash and equity reflects ThinkEquity's profitable performance in Q1 Tim Linacre, CEO of Panmure Gordon, said: "I am delighted the transaction has completed. It is particularly encouraging tosee that ThinkEquity is expected to have a record quarter in the three months toend of March 2007, building on the previous record quarter of the three monthsto December 2006. ThinkEquity has a most encouraging Investment Bankingpipeline, and there are good prospects for further growth in the WealthManagement business." ****** Further to the announcement of 20 February 2007 the Board of Panmure Gordon arepleased to confirm that, the appropriate regulatory clearances having beenreceived, the acquisition of ThinkEquity has now been completed. The consideration for the acquisition was $35.9 million for the equity ofThinkEquity and US$26.4 million for the assumption and repayment of debt and allcurrent liabilities and the recapitalisation of the business. The reduction inthe proportion of the consideration represented by the assumption of debtresults from the profitable performance of ThinkEquity in the first quarter of2007 after including a full accrual for bonuses in respect of that period. Theconsideration is funded by the issue of a total of 9.1m new shares in PanmureGordon (of which 7.2m are issued now and up to 1.9m will be issued over the nexteighteen months) and $3.6m of cash from Panmure Gordon's own resources. Theassumption of debt and liabilities is being funded by $22.9m of cash fromPanmure Gordon's own resources and the issue of up to 0.97m new shares over thenext three years. In respect of the number of shares to be issued, the share price and theexchange rate have been fixed at 181.5p and $1.962 to GBP £1 respectively.Application has been made to the Alternative Investment Market of the LondonStock Exchange for the admission to trading of 7.2m shares, which will rank paripassu in all respects with the existing share capital of the Company. It isexpected that the shares will be admitted to trading on 5 April 2007. As previously announced a contingent performance pool has been established overan additional 16.85 million shares available for award over the next three yearsdependent on a number of conditions including financial performance targets. Atall levels of vesting; the transaction would be earnings enhancing for PanmureGordon. Any shares issued by way of the contingent performance pool will vestover the period 2009 to 2013. Michael Moe, Co-Founder, Chairman and CEO of ThinkEquity and Deborah Quazzo,Co-Founder, President and Head of Investment Banking at ThinkEquity are bothappointed as Directors of Panmure Gordon with immediate effect. Michael Moe, aged 44, is a founding partner of ThinkEquity Partners LLC and wasformerly Director of Global Growth Stock Research and a Managing Director atMerrill Lynch. Prior to joining Merrill Lynch in 1998, Michael was a SeniorManaging Director and Director of Growth Stock Strategy at MontgomerySecurities. He is a member of the New York Society of Security Analysts, amember of the San Francisco Analyst Society and is a past advisor for the Centerof Innovation. As a result of the acquisition, Michael will initially hold1,156,700 shares in Panmure Gordon, representing 1.88% of the enlarged sharecapital. Deborah Quazzo (nee Hicks), aged 46, is the co-founding partner of ThinkEquityPartners LLC and heads the firm's Investment Banking practice. Formerly aManaging Director in Investment Banking at Merrill Lynch, Deborah founded andheaded Merill Lynch's Global Growth Group. Prior to her 13 years at MerrillLynch, she worked at JP Morgan. As a result of the acquisition, Deborah willinitially hold 1,214,418 shares in Panmure Gordon, representing 1.98% of theenlarged share capital. Save as set out above, there is no further information regarding theseappointments to be disclosed in respect of the AIM Rules Panmure Gordon announced preliminary results for the year ended 31 December 2006on 13 March 2007. These results showed adjusted earnings per share of 15.8p andincluded the following extracts about outlook: "The New Year has started well for us and, although markets have very recentlybeen more volatile, our corporate finance pipeline is encouraging." "Ourinstitutional equities business is performing well". This remains the case. Performance of ThinkEquity ThinkEquity's results will be consolidated from 1 April. The three months ended31 March 2007 will be a record quarter for ThinkEquity following on from astrong last quarter in 2006, itself the previous record quarter. In the threemonths to 31 March 2007 the business will produce profits after bonuses andinterest in line with expectations with a particularly strong performance ofInvestment Banking. The pipeline for Investment Banking for Q2 and the rest ofthe year is most encouraging. There are good prospects for growing the wealthmanagement business. END Enquiries: Tim Linacre/David Liddell 020 7459 3600 This information is provided by RNS The company news service from the London Stock Exchange