PMR.L Regulatory News (PMR)

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:

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.