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 WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

10 April 2017

RECOMMENDED ACQUISITIONofPanmure Gordon & Co. plc ("Panmure Gordon")byEllsworthy Limited ("Bidco")

a company owned and controlled by QInvest LLC ("QInvest") and by a wholly-owned subsidiary of a fund managed by Atlas Merchant Capital LLC ("Atlas")

Disclosure under Rule 2.10(b) of the Code

Capitalised terms used in this announcement and not otherwise defined herein have the meanings given to them in the announcement released by Panmure Gordon under Rule 2.7 of the Code on 17 March 2017 (the "Rule 2.7 Announcement").

In accordance with Rule 2.10(b) of the Code, Bidco announces that Northcote (IOM) Limited ("Northcote") has entered into an irrevocable undertaking in favour of Bidco in respect of its holding of 725,000 shares in the share capital of Panmure Gordon, representing approximately 4.66 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date and 8.24 per cent. of the Scheme Shares entitled to be voted at the Court Meeting (the "Irrevocable Undertaking"), to vote (or procure the voting) in favour of the Scheme at the Court Meeting and the Resolution to be proposed at the Panmure Gordon General Meeting (or in the event that the Acquisition is implemented by way of a Takeover Offer, to accept, or procure the acceptance of, the Takeover Offer).

The Irrevocable Undertaking will cease to be binding if, among other things:

· the Scheme or the Takeover Offer (as the case may be) has not become Effective or been declared unconditional in all respects (as the case may be) prior to the Long Stop Date; or

· the Acquisition lapses or is withdrawn in accordance with its terms (which shall not apply where the Scheme lapses or is withdrawn solely as a result of QInvest and AMC exercising their right to implement the Acquisition by way of a Takeover Offer rather than a Scheme); or

· a third party announces a firm intention to make a competing offer for the Company which values the Panmure Gordon Shares at more than 10 per cent. higher than the value under the Acquisition; or

· Northcote is required to withdraw the undertaking by any court of competent jurisdiction or a competent regulator.

Together with the other irrevocable undertakings received by Bidco as disclosed in the Rule 2.7 Announcement, Bidco has now received irrevocable undertakings in respect of aggregate holdings of 10,119,500 Panmure Gordon Shares, which represents approximately 65.10 per cent. of the share capital of Panmure Gordon in issue on the Last Practicable Date and 38.30 per cent. of the Scheme Shares entitled to be voted at the Court Meeting.

A copy of this announcement will be made available on Bidco's website (www.newsandinformation.co.uk) and Panmure Gordon's website (www.panmure.com) by no later than 12 noon (London time) on 10 April 2017.

Important notices

Hopton Advisers, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Bidco and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than Bidco for providing the protections afforded to clients of Hopton Advisers nor for providing advice in relation to the matters referred to in this Announcement.

This Announcement is for information purposes only and is not intended to, and does not, constitute or form part of any offer, invitation, inducement or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of or exercise rights in respect of any securities, or the solicitation of any vote or approval of an offer to buy securities in any jurisdiction, pursuant to the Acquisition or otherwise nor shall there be any sale, issuance or transfer of any securities pursuant to the Acquisition in any jurisdiction in contravention of any applicable laws.

The Acquisition is intended to be implemented by way of a Scheme pursuant to the terms of the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme. Any decision, vote or other response in respect of 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 once it has been dispatched.

This Announcement has been prepared for the purpose of complying with English law, applicable UK regulations 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 of jurisdictions outside the United Kingdom.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF, AN OFFER TO SELL OR AN INVITATION TO SUBSCRIBE FOR OR PURCHASE ANY SECURITIES OR THE SOLICITATION OF ANY VOTE OR APPROVAL IN ANY JURISDICTION, NOR SHALL THERE BE ANY SALE, ISSUANCE OR TRANSFER OF THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT IN ANY JURISDICTION IN CONTRAVENTION OF APPLICABLE LAW.

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 restricted by laws and/or regulations of those jurisdictions. In particular, the ability of persons who are not resident in the United Kingdom to vote their Scheme Shares with respect to the Scheme at the Court Meeting or to vote their Panmure Gordon Shares with respect to the Resolution at the Panmure Gordon General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting and/or Panmure Gordon General Meeting on their behalf, or Forms of Election relating to the Bidco Unlisted Share Alternative, may be affected by the laws of the relevant jurisdictions in which they are located. Therefore, any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom or Panmure Gordon Shareholders who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements in their jurisdiction. Any failure to comply with the applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

The Acquisition will not be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws of that jurisdiction and no person may vote in favour of the Acquisition by any use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction.

No steps have been taken, nor will any be taken, to enable the Bidco Shares to be offered in compliance with the applicable securities laws of Canada or Japan and no prospectus in relation to the Bidco Shares has been, or will be, lodged with or registered by the Australian Securities and Investments Commission. Accordingly, the Bidco Shares may not be offered, sold, resold, taken up, delivered or transferred, directly or indirectly, in or into Canada, Japan or Australia (except in transactions exempt from or not subject to the registration requirements of the relevant securities laws of Canada, Japan or Australia).

Where Bidco believes that an election for the Bidco Unlisted Share Alternative by any Scheme Shareholder may infringe applicable legal or regulatory requirements, or may result in a requirement for a registration under the securities laws of any Restricted Jurisdiction, Bidco will have the right to deem that such Scheme Shareholder has not validly elected for the Bidco Unlisted Share Alternative and such Scheme Shareholder will instead receive the Scheme Price in cash in respect of the Scheme Shares which were subject to such an election in accordance with the terms of the Acquisition.

Further details in relation to Panmure Gordon Shareholders in overseas jurisdictions will be contained in the Scheme Document.

Notice to US investors

Panmure Gordon Shareholders in the United States should note that the Acquisition relates to the securities of a company organised under the laws of England and Wales and is proposed to be effected by means of a Court-sanctioned scheme of arrangement under the laws of England and Wales. This Announcement, the Scheme Document and certain other documents relating to the Acquisition have been or will be prepared in accordance with English law, the Code and UK disclosure requirements, format and style, all of which differ from those in the United States. A transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the US Exchange Act. Accordingly, the Acquisition is subject to the disclosure requirements of and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of the United States tender offer and proxy solicitation rules.

The Bidco Shares have not been and will not be registered under the US Securities Act or under the securities laws of any state in the United States. Accordingly, notwithstanding the Bidco Unlisted Share Alternative, all Scheme Shareholders shall receive cash, and there shall be no issuance of Bidco Shares to Scheme Shareholders who are located or resident in the United States or are US Persons.

Panmure Gordon's financial statements, and all financial information that is included in this Announcement or that may be included in the Scheme Document, or any other documents relating to the Acquisition, have been or will be prepared in accordance with International Financial Reporting Standards and may not be comparable to financial statements of companies in the United States or other companies whose financial statements are prepared in accordance with US generally accepted accounting principles.

Forward Looking Statements

This Announcement contains certain statements about Bidco and Panmure Gordon that are, or may be deemed to be, "forward-looking statements" which are prospective in nature. All statements, other than statements of historical fact, are, or may be deemed to be, forward-looking statements. Forward-looking statements are based on current expectations and projections about future events and are therefore subject to known and unknown risks and uncertainties which could cause actual results, performance or events to differ materially from the future results, performance or events expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as "plans", "expects", "is expected", "is subject to", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", "targets", "aims", "projects", "goal", "objective", "outlook", "risks", "seeks" or words or terms of similar substance or the negative thereof, as well as variations of such words and phrases or statements that certain actions, events or results "may", "could", "should", "would", "might", "probably" or "will" be taken, occur or be achieved. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Announcement. Any forward-looking statements made in this Announcement on behalf of Bidco or Panmure Gordon are made as of the date of this Announcement based on the opinions and estimates of directors of Bidco, QInvest, Atlas and Panmure Gordon, respectively. Each of Bidco, QInvest, Atlas and Panmure Gordon and their respective members, directors, officers, employees, advisers, and any person acting on behalf of one or more of them, expressly disclaims any intention or obligation to update or revise any forward-looking or other statements contained in this Announcement, whether as a result of new information, future events or otherwise, except as required by applicable law. None of Bidco, QInvest, Atlas or Panmure Gordon, nor their respective members, directors, officers or employees, advisers, nor any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this Announcement will actually occur.

No forward-looking or other statements have been reviewed by the auditors of Bidco, QInvest, Atlas or Panmure Gordon. All subsequent oral or written forward-looking statements attributable to Bidco, QInvest, Atlas or Panmure Gordon or their respective members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above.

Rounding

Certain figures included in this Announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.

No profit forecasts or estimates

Nothing in this Announcement is intended or shall be deemed to be a forecast, projection or estimate of the future financial performance of Bidco, QInvest, Atlas or Panmure Gordon for any period and no statement in this Announcement should be interpreted to mean that cash flow from operations, earnings, or earnings per share or income of those persons (where relevant) for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, earnings, earnings per share or income of those persons (as appropriate).

Disclosure requirements of the 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) of the Code applies must be made by no later than 3:30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3:30 p.m. (London time) on the 10th 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, save to the extent that these details have previously been disclosed under Rule 8 of the Code. A Dealing Disclosure by a person to whom Rule 8.3(b) of the Code 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 of the Code.

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 of the Code).

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.

Publication on website and availability of hard copies

A copy of this Announcement and the display documents required to be published pursuant to Rule 26 of the Code will be made available, free of charge and subject to certain restrictions relating to persons in Restricted Jurisdictions, on Panmure Gordon's website at www.panmure.com and Bidco's website at www.newsandinformation.co.uk, by no later than 12 noon (London time) on the Business Day following the date of this Announcement. For the avoidance of doubt, the content of such websites are not incorporated into, and do not form part of, this Announcement.

Electronic communications

Please note that under Rule 2.11(c) of the Code, all addresses, electronic addresses (if any) and certain other information provided by Panmure Gordon Shareholders, persons with information rights and other relevant persons for the receipt of communications from Panmure Gordon will upon request be provided to offerors (including Bidco) during the Offer Period as required under Section 4 of Appendix 4 of the Code.