28 Mar 2012 16:38
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Panmure Gordon & Co. plc ("Panmure Gordon" or the "Company")
Management buy-out of ThinkEquity LLC ("ThinkEquity")
Further to the announcement of 8 March 2012, the Board of Panmure Gordon is pleased to announce that it has now signed the agreement for the sale of its US subsidiary, ThinkEquity, to a newly formed holding company, ThinkEquity Holdings LLC ("ThinkEquity Holdings"). Completion of the transaction is conditional upon regulatory consents being obtained.
The terms and conditions remain as set out in the announcement of 8 March, other than that management has subsequently subscribed for additional equity, further reducing Panmure Gordon's interest.
Management and employees of the US business have now subscribed for a total of $1,086,157 of preferred shares in ThinkEquity Holdings and Panmure Gordon's immediate subsidiary, Panmure Gordon Holdings US LLC, the former holding company of ThinkEquity, has subscribed for $345,000 of such shares. Panmure Gordon will therefore hold a 24.11% interest in ThinkEquity. ThinkEquity Holdings will be free to raise additional capital and Panmure Gordon has certain pre-emptive rights in respect of new share issues; however, it is expected that Panmure Gordon's interest may be further diluted over time.
ThinkEquity Holdings is acquiring ThinkEquity for a nominal amount of $1. Since acquisition in 2007, ThinkEquity has been loss making, and reported a loss of £1.9m in the unaudited accounts for the six month period to 30 June 2011 and a loss of £6.9m in the audited accounts to 31 December 2010. The net current assets attributable to the US business (excluding intragroup balances payable to the UK business) were £26.0m as at 30 June 2011 (unaudited) and £25.8m as at 31 December 2010 (audited). These figures include goodwill of £16.8m and an accumulated deferred tax asset of £3.4m.
In the view of the Board of Panmure Gordon, it appears unlikely that ThinkEquity would have been able to produce an acceptable level of profitability in the foreseeable future while remaining the Company's subsidiary. This sale to the management provides the opportunity to attract new, external capital and removes the requirement for further funding from Panmure Gordon.
While Panmure Gordon owns more than 10% of the equity interest of ThinkEquity Holdings, it will be entitled to a Board seat, Philip Tansey has initially taken that seat. Panmure Gordon has agreed to share with ThinkEquity potential costs in relation to legal claims which are being defended with a maximum contribution by Panmure Gordon of $900,000.
Following the divestiture of ThinkEquity, Panmure Gordon will focus the Company's resources on its core UK business where it sees considerable opportunities.
As two directors of the Company's direct US subsidiary and ThinkEquity's former holding company, Panmure Gordon Holdings US LLC, Greg Wright and Deepak Raj, have subscribed for $728,325 and $250,000 of preferred shares in ThinkEquity Holdings respectively, this transaction is classified as a related party transaction for the purposes of the AIM rules. The directors consider, having consulted with the Company's nominated adviser, that the terms of the transaction are fair and reasonable in so far as its shareholders are concerned.
Enquiries:
Panmure Gordon Ed WarnerTim Linacre 020 7459 3600
FTI Consulting Billy Clegg 020 7269 7157/07977 578153Ed Gascoigne-Pees 020 7269 7132/07884 001949
Grant Thornton (NOMAD) Gerry BeaneySalmaan KhawajaJen Hatter 020 7383 5100
Copyright Business Wire 2012