TIDMPMR
RNS Number : 1202I
Panmure Gordon & Co. plc
14 June 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
FOR IMMEDIATE RELEASE
14 JUNE 2017
RECOMMED ACQUISITION
of
PANMURE GORDON & CO. PLC
by
ELLSWORTHY LIMITED
TIMETABLE UPDATE
On 17 March 2017, the boards of Panmure Gordon & Co. plc
("Panmure Gordon") and Ellsworthy Limited ("Bidco") announced that
they had reached an agreement on the terms of a recommended
acquisition pursuant to which Bidco intends to acquire the entire
issued and to be issued share capital of Panmure Gordon (the
"Acquisition"). The Acquisition is being implemented by means of a
scheme of arrangement under Part 26 of the Companies Act to be
sanctioned by the Court (the "Scheme") and a scheme circular was
published by Panmure Gordon on 12 April 2017 (the "Scheme
Document").
Capitalised terms in this Announcement, unless otherwise
defined, have the same meaning as set out in the Scheme Document
and all references to times in this Announcement are to London time
unless otherwise stated.
Shareholders are now provided with the following update in
respect of the satisfaction/waiver of the Conditions to the Scheme
and the expected timing for the Scheme becoming Effective.
An application to the FCA for its approval of the change in
controller which would take place as a result of the Acquisition
becoming effective has been submitted by Bidco. However, the period
during which the FCA is entitled to complete its review does not
conclude until 15 August 2017. The FCA has not yet completed its
review and, therefore, the timetable will be extended from the
indicative timetable set out in the Scheme Document. Bidco will
continue to work with the FCA with a view to the review being
completed in advance of 15 August 2017, however there can be no
assurance that the review will be completed by an earlier date.
The Scheme Court Hearing to sanction the Scheme, which according
to the indicative timetable contained in the Scheme Document was
due to take place on 16 June 2017, will be postponed until a later
date following completion of the FCA review process, but prior to
the Long Stop Date of 31 August 2017. Panmure Gordon will give
notice in due course of the proposed date for the Scheme Court
Hearing and the Effective Date of the Scheme (and related dates) by
issuing an announcement through a Regulatory Information Service
and via its website at www.panmure.com.
Enquiries:
Ellsworthy Limited
Matthew Hansen +44 (0)20 3551
Michael Katounas 7850
Hopton Advisers LLP (Financial
Adviser to Bidco) +44 (0)20 7036
Colin La Fontaine Jackson 1633
Teneo Blue Rubicon (PR Adviser
to Bidco) +44 (0)20 7420
Anthony Silverman 3149
Panmure Gordon & Co. plc
Andrew Adcock, Chairman +44 (0)20 7886
Patric Johnson, Chief Executive 2500
Grant Thornton UK LLP (Financial
Adviser and Rule 3 Adviser to
Panmure Gordon)
Philip Secrett
Salmaan Khawaja
Jamie Barklem +44 (0)20 7383
Harrison Clarke 5100
Buchanan Communications Limited
(Financial PR adviser to Panmure
Gordon)
Bobby Morse +44 (0)20 7466
Stephanie Watson 5000
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.
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(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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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