Panmure Gordon & Co. plc Publication and Posting of the Scheme Document (2458C)

TIDMPMR

RNS Number : 2458C

Panmure Gordon & Co. plc

12 April 2017

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

FOR IMMEDIATE RELEASE

12 APRIL 2017

RECOMMED CASH OFFER

for

PANMURE GORDON & CO. PLC

by

ELLSWORTHY LIMITED

PUBLICATION AND POSTING OF SCHEME DOCUMENT

CHANGE OF DIRECTOR

Publication and Posting of the Scheme Document

On 17 March 2017, the boards of directors of Panmure Gordon & Co. plc ("Panmure Gordon") and Ellsworthy Limited ("Bidco") announced that they had reached agreement on the terms of a recommended cash acquisition ("Acquisition") under which Bidco intends to acquire the entire issued and to be issued ordinary share capital of Panmure Gordon for 100 pence in cash per Scheme Share held. It was also announced that the Acquisition would be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Act") and include a Bidco Unlisted Share Alternative.

Further to that announcement, the boards of Panmure Gordon and Bidco are pleased to announce that the Scheme Document relating to the Acquisition together with associated Forms of Proxy and Election are today being posted to Panmure Gordon Shareholders. The Scheme Document contains, inter alia, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Act, notices of the required meetings, the expected timetable of principal events and details of the actions to be taken by Panmure Gordon Shareholders.

As described in the Scheme Document, to become Effective, the Scheme must be approved at the Court Meeting; a special resolution must be passed at the General Meeting; and the Scheme must subsequently be sanctioned by the Court. Both the Court Meeting and the General Meeting will be held at the offices of Panmure Gordon at One New Change, London EC4M 9AF on 28 April 2017 with the Court Meeting to commence at 11.00 a.m. and the General Meeting to commence at 11.15 a.m. (or as soon thereafter as the Court Meeting is concluded or adjourned). Notices of the Court Meeting and the General Meeting are set out in the Scheme Document.

The Scheme Document, together with information incorporated into it by reference to another source, will be available free of charge, subject to any applicable restrictions relating to persons resident in Restricted Jurisdictions, on the investor section of Panmure Gordon's website at www.panmure.com and on Bidco's website at www.newsandinformation.co.uk during the course of the Offer Period.

Subject to approval at the relevant meetings, Court approval and the satisfaction or waiver of the other conditions set out in the Scheme Document, the Scheme is expected to become effective on or around 20 June 2017.

Change of Director

Patric Johnson will step down as Chief Executive Officer upon the Scheme becoming Effective and will leave Panmure Gordon. Since becoming Chief Executive he has played a significant role in returning the company to profitability and to positive operational cash flow during the year ended 31 December 2016. The Panmure Gordon Directors are very grateful for the significant contribution that Patric has made since joining Panmure Gordon in 2013.

Bidco intends to appoint Ian Axe to the role of Chief Executive from the Effective Date, subject to regulatory approval. Ian has over 20 years of capital markets experience working in brokerage, banking and market infrastructure in Europe, the United States, Asia and Africa. He has held a number of senior executive positions including Group Chief Executive Officer of LCH.Clearnet, the world's leading multinational clearing house. Previous investment banking experience includes: at Barclays, Global Head of Equity Finance, Global Head of Operations, Chief Operating Officer (EMEA) for both the investment bank and wealth management; and Group Chief Operation Officer at ABSA Capital. Ian has both built and transformed investment banking businesses, including the Lehman integration, and divesture of Barclays Global Investors (BGI), while at Barclays. Ian has spent the last two years investing in and advising FinTech companies and currently sits as a non-executive director on the boards of new market venture IPSX, the world's first Commercial Real Estate exchange, and Squalker, an equity swap brokerage technology venture.

Ordinary Share Awards

In accordance with the co-operation agreement dated 17 March 2017 between Bidco and Panmure Gordon (the "Co-operation Agreement") the remuneration committee of Panmure Gordon has converted awards outstanding to Patric Johnson in respect of 53,137 Panmure Gordon Shares to nil cost options which will fully vest on the Scheme Sanction Date, as defined in the Scheme Document dated 12 April 2017.

In addition, in accordance with the Co-operation Agreement, the remuneration committee of Panmure Gordon has extended the exercise date of options outstanding to Patric Johnson in respect of 6,097 Panmure Gordon Shares to a date being no later than the Effective Date, as defined in the Scheme Document dated 12 April 2017.

Commenting, Andrew Adcock, Chairman of Panmure Gordon, said:

"Following the publication today of the Scheme Document I would like to reiterate the Independent Panmure Gordon Directors' unanimous recommendation that Shareholders vote in favour of the Scheme. We look forward to working with the management of Bidco to ensure an orderly Acquisition is effected in the best interests of all involved.

I would also like to take this opportunity to thank Patric Johnson. Patric took on the role of CEO at a singularly difficult time for the Company. His broad understanding of and experience in the Investment Banking industry enabled him to provide a clear focus on returning the business to profitability and by applying determination, energy and enthusiasm achieved this result in a remarkably short period of time. Patric has throughout my Chairmanship supported me and the board in formulating our longer term strategy and has never wavered from putting the interests of the Company, its employees, clients and other constituencies first. I know that he will continue to do that during the next few months before handing over to Ian Axe upon the Scheme becoming Effective."

Commenting, Tamim Al-Kawari, the Chief Executive Officer of QInvest, said:

"Patric Johnson has worked tirelessly to return Panmure Gordon to profitability and to strengthen the business during his tenure as Chief Executive. Over the past nine months Patric has worked closely with QInvest and the Panmure Gordon board on its strategy to attract external capital and, latterly, with Atlas and QInvest to successfully deliver Bidco's offer. I would like to thank him for his efforts and I know that he will be handing over a stronger business to Ian Axe when the Scheme becomes Effective."

Commenting, Matthew Hansen, the Head of UK and Europe for Atlas, said:

"I am delighted that the Scheme Document has been published today with a strong level of committed support from major Panmure Gordon Shareholders for the Acquisition. Atlas, with its long-term investment horizon, dedicated focus on financial services and its deep operating expertise, is excited by the opportunities we have to build upon Panmure Gordon's existing strengths, to broaden the scope of its business and to create a high quality boutique investment bank. We are particularly pleased that Ian Axe will be responsible for this next chapter in Panmure Gordon's venerable history, given his impressive track record and significant experience in the investment banking arena over many years, most recently as the successful CEO of LCH.Clearnet."

Panmure Gordon Shareholders should carefully read the Scheme Document in its entirety before making a decision with respect to the Scheme.

Terms and expressions in this announcement shall, unless the context otherwise requires, have the same meanings as given to them in the Scheme Document.

A copy of this announcement and the Scheme Document will be made available on the investor section of Panmure Gordon's website at www.panmure.com and on Bidco's website at www.newsandinformation.co.uk during the course of the Offer Period.

Enquiries:

 
 Ellsworthy Limited 
  Matthew Hansen                      [phone] 
  Michael Katounas                              7850 
 Hopton Advisers LLP (Financial 
  Adviser to Bidco)                   [phone] 
  Colin La Fontaine Jackson                     1633 
 Teneo Blue Rubicon (PR Adviser 
  to Bidco)                           [phone] 
  Anthony Silverman                             3149 
 Panmure Gordon & Co. plc 
  Andrew Adcock, Chairman             [phone] 
  Patric Johnson, Chief Executive               2500 
 Grant Thornton UK LLP (Financial 
  Adviser and Rule 3 Adviser to 
  Panmure Gordon) 
  Philip Secrett 
  Salmaan Khawaja 
  Jamie Barklem                       [phone] 
  Harrison Clarke                               5100 
 Buchanan Communications Limited 
  (Financial PR adviser to Panmure 
  Gordon) 
  Bobby Morse                         [phone] 
  Stephanie Watson                              5000 
 

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, including details of how to vote at the Court Meeting and the General Meeting. 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 once received.

This Announcement has been prepared for the purposes of complying with English law, the AIM Rules for Companies 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 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.

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 [phone] 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 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 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(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 [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

APPIX 1

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

The following timetable sets out expected dates for the implementation of the Scheme:

 
 Event                                                    2017 
 Latest time for lodging Forms 
  of Proxy for: 
                                       11:00 am on 26 April(1) 
   *    Court Meeting (BLUE form) 
                                          11:15 am on 26 April 
   *    General Meeting (GREEN form) 
 Voting Record Time                     6:30 pm on 26 April(2) 
 Court Meeting                            11:00 am on 28 April 
 General Meeting                          11:15 am on 28 April 
                                            (or as soon as the 
                                          Court Meetings shall 
                                           have been concluded 
                                              or adjourned)(3) 
 The following dates are subject to change; 
  please see note (4) below 
 Latest time for lodging Bidco               1:00 pm on 2 June 
  Share Forms of Election (PINK 
  form) and settlement of Bidco 
  Share elections through CREST 
 Scheme Court Hearing (to sanction                     16 June 
  the Scheme) 
 Scheme Record Time                         6:00 pm on 19 June 
 Last day of dealings in Panmure                       19 June 
  Gordon Shares 
 Suspension of trading on AIM               7:30 am on 20 June 
  in Panmure Gordon Shares 
 Effective Date of the Scheme                          20 June 
 Cancellation of trading on                 7:00 am on 21 June 
  AIM of Panmure Gordon Shares 
 Latest date for payment of                  within 14 days of 
  cash consideration by cheque              the Effective Date 
  or through CREST, and latest 
  date for dispatch of Bidco 
  Share certificates 
 Long Stop Date                                      31 August 
 

Notes:

(1) The BLUE Form of Proxy for the Court Meeting, if not lodged by the time stated above, may be handed to a representative of Computershare, on behalf of the Chairman of the Court Meeting, at that Meeting. However, in order to be valid, the GREEN Form of Proxy must be lodged no later than 11:15 am on 26 April 2017 (or, if the General Meeting is adjourned, 48 hours before the time fixed for the adjourned Meeting).

(2) If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6:30 pm on the second day before the day set for such adjourned Meeting.

(3) The General Meeting will commence at 11:15 am on 28 April 2017 or as soon thereafter as the Court Meeting has been concluded or adjourned.

(4) These times and dates are indicative only and will depend on, among other things, whether and when the Conditions are satisfied or deemed satisfied and the dates upon which the Court sanctions the Scheme. If the expected dates of the Court Hearings are changed, Panmure Gordon will give adequate notice of the changes by issuing an announcement through a Regulatory Information Service and via its website at www.panmure.com.

APPENDIX 2

NOTIFICATION AND PUBLIC DISCLOSURE OF TRANSACTIONS BY PERSONS DISCHARGING MANAGERIAL RESPONSIBILITIES AND PERSONS CLOSELY ASSOCIATED WITH THEM

 
       Details of the person discharging managerial 
   1    responsibilities / person closely associated 
----  -------------------------------------------------------------- 
 a)    Name                         Patric Johnson 
----  ---------------------------  --------------------------------- 
 2     Reason for the notification 
----  -------------------------------------------------------------- 
 a)    Position/status              Chief Executive Officer 
----  ---------------------------  --------------------------------- 
 b)    Initial notification         Initial notification 
        /Amendment 
----  ---------------------------  --------------------------------- 
 3     Details of the issuer, emission allowance 
        market participant, auction platform, auctioneer 
        or auction monitor 
----  -------------------------------------------------------------- 
 a)    Name                         Panmure Gordon & Co plc 
----  ---------------------------  --------------------------------- 
 4     Details of the transaction(s): section to 
        be repeated for (i) each type of instrument; 
        (ii) each type of transaction; (iii) each 
        date; and (iv) each place where transactions 
        have been conducted 
----  -------------------------------------------------------------- 
 a)    Description of 
        the financial instrument,     Identification code (ISIN): 
        type of instrument            GB00B97CW509 
 
        Identification 
        code 
----  ---------------------------  --------------------------------- 
 b)    Nature of the transaction    Grant of options and extension 
                                     of exercise period respectively 
----  ---------------------------  --------------------------------- 
 c)    Price(s) and volume(s)                     Volume(s) 
                                       Price(s) 
                                     -----------  ---------- 
                                      NIL          53,137 
                                      NIL          6,097 
                                     -----------  ---------- 
----  ---------------------------  --------------------------------- 
 d)    Aggregated information 
        - Aggregated volume           59,234 
        - Price                       NIL 
----  ---------------------------  --------------------------------- 
 e)    Date of the transaction      11 April 2017 
----  ---------------------------  --------------------------------- 
 f)    Place of the transaction     No trading venue 
----  ---------------------------  --------------------------------- 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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April 12, 2017 02:00 ET (06:00 GMT)