PMR.L Regulatory News (PMR)

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

RECOMMENDED 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.

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.

* 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:

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.