TIDMPMR
RNS Number : 7822Z
Panmure Gordon & Co. plc
17 March 2017
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
17 March 2017
RECOMMED ACQUISITION
of
Panmure Gordon & Co. plc ("Panmure Gordon")
by
Ellsworthy 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")
intended to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
Summary
-- The Panmure Gordon Board and the Bidco Board are pleased to
announce that they have reached agreement regarding 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,
other than the Excluded Shares (the "Acquisition"). The Acquisition
is intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act (the "Scheme") (or if Bidco
elects, with the consent of the Panel, by way of a Takeover
Offer).
-- Bidco is a private company limited by shares, incorporated on
31 January 2017 under the laws of England and Wales for the purpose
of implementing the Transaction. Bidco has not traded since the
date of its incorporation and has not entered into any obligations,
other than in connection with the Transaction. Bidco is owned and
controlled by QInvest and by a wholly-owned subsidiary of a fund
managed by Atlas.
-- QInvest is Qatar's leading private investment group with
operations across the Middle East, Africa and Europe, and one of
the world's prominent Islamic financing institutions. QInvest has
built world class investment and advisory capabilities, with the
highest standards of governance and transparency complementing its
client-focused approach. The firm's priority is to deliver
high-value propositions, considered solutions and tangible results
for its clients and shareholders.
-- Atlas, an investment firm founded in 2013, is focused
exclusively on the global financial services sector addressing
developed markets. It currently has investments in banking,
reinsurance and broking. Atlas takes a differentiated approach to
financial services investments, believing that long-term, merchant
capital, balanced with operating experience and regulatory
expertise, will best serve its partners and its investments. Its
investment team and operating partners have particularly strong
operating and technical backgrounds and Atlas leverages the
industry expertise of its investment team and operating partners to
build the businesses in which it invests.
-- Under the terms of the Acquisition, each Scheme Shareholder will be entitled to receive:
100 pence in cash for each Scheme Share (the "Scheme
Price").
-- The Scheme Price values the entire issued share capital of
Panmure Gordon at approximately GBP15.5 million.
-- The Scheme Price represents a premium of approximately:
-- 68.1 per cent. to the Closing Price of 59.5 pence per Panmure
Gordon Share on the Last Practicable Date; and
-- 78.1 per cent. to the volume weighted average price of 56.1
pence per Panmure Gordon Share in the twelve month period to the
Last Practicable Date.
-- The Cash Price will be financed entirely through equity
contributions to be provided by funds managed by Atlas, or
affiliates of Atlas, in accordance with the provisions of the Bid
Conduct Agreement. Hopton Advisers, in its capacity as financial
adviser to Bidco, is satisfied that sufficient resources are
available to Bidco to satisfy, in full, the Cash Price under the
terms of the Acquisition.
-- As an alternative to the Cash Consideration to which they
would otherwise be entitled under the Acquisition, eligible Scheme
Shareholders may elect instead to receive Bidco Shares subject to
the terms and conditions of the Bidco Unlisted Share Alternative.
The Bidco Shares will be unlisted securities and there are no plans
to seek a public quotation on any recognised investment exchange or
other market for the Bidco Shares which may be issued to Scheme
Shareholders under the Bidco Unlisted Share Alternative. Atlas will
control Bidco, through holding a majority of the voting rights
attaching to Bidco Shares following the Effective Date.
-- The Panmure Gordon Shares to which the Acquisition relates do
not include the Panmure Gordon Shares held by QInvest. QInvest has
agreed, under the terms of the Share Exchange Agreement, that
subject to and concurrently with the Scheme becoming Effective, it
will transfer all of the Panmure Gordon Shares that it holds as at
the Effective Date to Bidco in consideration for the issue to
QInvest of shares in Bidco. This mechanism will result in Panmure
Gordon becoming 100 per cent. owned by Bidco, and QInvest holding a
proportion of the shares in Bidco equal to the proportion of
Panmure Gordon Shares which QInvest holds as at the Effective Date.
As at the Last Practicable Date, 6,751,400 Panmure Gordon Shares,
in aggregate, were held by QInvest, representing approximately
43.43 per cent. of the Panmure Gordon Shares in issue.
-- The Acquisition will be conditional on, amongst other things, the following matters:
-- the approval by a majority in number of Scheme Shareholders
voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
voted;
-- the approval by Panmure Gordon Shareholders of a special
resolution (the "Resolution") in connection with the implementation
of the Scheme, by the requisite majority at the Panmure Gordon
General Meeting;
-- the FCA approving the change of control over Panmure Gordon
which would take place as a result of the Acquisition;
-- the sanction of the Scheme by the Court; and
-- the Scheme becoming Effective by no later than the Long Stop Date.
Recommendation
-- The Independent Panmure Gordon Directors, who have been so
advised by Grant Thornton, unanimously consider the Cash
Consideration to be fair and reasonable. In providing its advice to
the Independent Panmure Gordon Directors, Grant Thornton has taken
into account the commercial assessments of the Independent Panmure
Gordon Directors. Grant Thornton is providing independent financial
advice to the Independent Panmure Gordon Directors for the purpose
of Rule 3 of the Code.
-- Accordingly, the Independent Panmure Gordon Directors intend
unanimously to recommend that Scheme Shareholders vote in favour of
the Scheme at the Court Meeting and that Panmure Gordon
Shareholders vote in favour of the Resolution to be proposed at the
Panmure Gordon General Meeting, as each of the Independent Panmure
Gordon Directors who are interested in Panmure Gordon Shares have
irrevocably undertaken to Bidco to do (or procure to be done) in
respect of their own holdings (and those of their family
members).
-- In considering the terms of the Bidco Unlisted Share
Alternative, the Independent Panmure Gordon Directors and Grant
Thornton considered the following issues (as set out in more detail
in paragraph 7 and Appendix III):
The Bidco Shares will be:
-- unlisted and not admitted to trading on any stock exchange
and therefore will be illiquid. Any assessment of the value of the
Bidco Shares should therefore take into account an individual
shareholder's assessment of an appropriate liquidity discount;
and
-- subject to restrictions on transfer. Certain Panmure Gordon
Shareholders may not be able to hold such securities under their
investment mandates.
In addition:
-- Panmure Gordon Shareholders will only be able to elect for
the Bidco Unlisted Share Alternative in relation to their entire
holding of Shares and not part only;
-- the number of Bidco Shares to be issued pursuant to the Bidco
Unlisted Share Alternative will be limited to a maximum number of
Bidco Shares representing 12.5 per cent. of the total number of
Bidco Shares expected to be in issue immediately following the
Effective Date. To the extent that elections for the Bidco Unlisted
Share Alternative cannot be satisfied in full, they will be scaled
back pro rata to the size of such elections and so Shareholders
will have no certainty as to the amount of Bidco Shares they would
receive;
-- all Bidco Shareholders (including eligible Scheme
Shareholders who validly elect for the Bidco Unlisted Share
Alternative) will be required to commit to provide their pro rata
share of any additional funding required under the Committed Equity
Line referred to in the Shareholders' Agreement, if required by the
Board (with the approval of a Qualified Majority, as defined in
Appendix III);
-- if Bidco Shareholders do not fund their pro rata share of the
Committed Equity Line when required, this will be an event of
default under the Shareholders' Agreement and they will face
dilution of their interest in Bidco. In addition, under the
provisions of the Shareholders' Agreement, the defaulting
Shareholder may be disenfranchised, or be required to sell its
Bidco Shares at a discount to fair value, or be subject to a
discount of 15 per cent. on the sale proceeds it would otherwise be
entitled to receive on an exit event; and
-- all Bidco Shareholders will be requested to contribute their
pro rata share of the Cash Consideration incurred by Bidco in
relation to additional Scheme Shares which may be issued in respect
of options or awards which become exercisable under the Panmure
Gordon Share Schemes as a result of the Scheme. In return for such
contribution such contributing Bidco Shareholders will be issued
with additional Bidco Shares. Any Bidco Shareholder who does not
contribute their pro rata share of such amount will suffer a
dilution of their holdings of Bidco Shares in the period following
the Scheme becoming Effective.
For the reasons set out above, Grant Thornton are unable to
advise the Independent Panmure Gordon Directors whether or not the
terms of the Bidco Unlisted Share Alternative are fair and
reasonable.
Accordingly, the Independent Panmure Gordon Directors cannot
form an opinion on whether or not the terms of the Bidco Unlisted
Share Alternative are fair and reasonable and cannot recommend
whether or not Shareholders should elect for the Bidco Unlisted
Share Alternative.
Shareholders should also ascertain whether acquiring or holding
Bidco Shares is affected by the laws of the relevant jurisdiction
in which they reside and consider whether Bidco Shares are a
suitable investment in light of their own personal circumstances
and are, therefore, strongly recommended to seek their own
independent financial, tax and legal advice in light of their own
particular circumstances and investment objectives before deciding
whether to elect for the Bidco Unlisted Share Alternative. Any
decision to elect for the Bidco Unlisted Share Alternative should
be based on independent financial, tax and legal advice and a full
consideration of this Announcement and the Scheme Document (when
published).
Irrevocable undertakings and support for the Acquisition
-- Bidco has received irrevocable undertakings from each of the
Independent Panmure Gordon Directors who are interested in Panmure
Gordon Shares to vote (or to 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 acceptance of the Takeover Offer) in respect of a total of
20,700 Panmure Gordon Shares, representing, in aggregate,
approximately 0.13 per cent. of the share capital of Panmure Gordon
in issue on the Last Practicable Date and 0.24 per cent. of the
Scheme Shares entitled to be voted at the Court Meeting. The
Panmure Gordon Directors other than the Independent Panmure Gordon
Directors do not hold any Panmure Gordon Shares.
-- Bidco has also received irrevocable undertakings from certain
other Panmure Gordon Shareholders to vote (or to 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 acceptance of the Takeover
Offer), representing, in aggregate, approximately 16.87 per cent.
of the share capital of Panmure Gordon in issue on the Last
Practicable Date and approximately 29.82 per cent. of the Scheme
Shares in issue on the Last Practicable Date entitled to be voted
at the Court Meeting.
-- Bidco has also received an irrevocable undertaking from
QInvest to vote in favour of the Resolution to be proposed at the
General Meeting in respect of a total of 6,751,400 Panmure Gordon
Shares, representing approximately 43.43 per cent. of the share
capital of Panmure Gordon in issue on the Last Practicable
Date.
-- In aggregate, therefore, Bidco has received irrevocable
undertakings in respect of (i) 2,643,100 Panmure Gordon Shares,
representing approximately 30.06 per cent. of the Scheme Shares in
issue on the Last Practicable Date entitled to be voted at the
Court Meeting and (ii) 9,394,500 Panmure Gordon Shares,
representing approximately 60.43 per cent. of the share capital of
Panmure Gordon in issue on the Last Practicable Date in respect of
the Resolution to be proposed at the General Meeting.
Irrevocable Undertakings not to take up the Bidco Unlisted Share
Alternative
-- Bidco has received irrevocable undertakings from each of the
Independent Panmure Gordon Directors who are interested in Panmure
Gordon Shares to accept the Cash Consideration offered in respect
of the Acquisition, and not elect to receive the Bidco Unlisted
Share Alternative. These irrevocable undertakings represent, in
aggregate, approximately 0.13 per cent. of the share capital of
Panmure Gordon in issue on the Last Practicable Date.
-- Bidco has also received irrevocable undertakings from certain
other Panmure Gordon Shareholders to accept the Cash Consideration
offered in respect of the Acquisition, and not elect to receive the
Bidco Unlisted Share Alternative. These irrevocable undertakings
represent, in aggregate, approximately 7.83 per cent. of the share
capital of Panmure Gordon in issue on the Last Practicable Date
-- Further details of these irrevocable undertakings are set out
in Appendix V to this Announcement.
Scheme Document
The Scheme Document will include further information about the
Acquisition, together with notices of the Court Meeting and the
Panmure Gordon General Meeting and the expected timetable of the
Scheme, and will specify the actions to be taken by Panmure Gordon
Shareholders. The Scheme Document will be sent to Panmure Gordon
Shareholders as soon as reasonably practicable and, in any event
(save with the consent of the Panel), within 28 days of the date of
this Announcement and will be made available by Panmure Gordon and
Bidco at www.panmure.com and www.newsandinformation.co.uk (subject
to certain restrictions in relation to persons in Restricted
Jurisdictions).
Comments on the Acquisition
Commenting on the Acquisition, Tamim Al-Kawari, the Chief
Executive Officer of QInvest said:
"We have been major investors in Panmure Gordon for more than
seven years and are excited about this opportunity to work with
Atlas to develop the business, alongside its management team and
employees, and to assist it in fulfilling its potential. We are
very pleased to have reached agreement with the Independent Panmure
Gordon Directors on a proposal for Panmure Gordon Shareholders at a
significant premium to the pre-announcement share price. QInvest
will maintain its stake in Panmure Gordon as a core
shareholder."
Commenting on the Acquisition, Matthew Hansen, the Head of UK
and Europe for Atlas said:
"We believe there is significant opportunity for Atlas, in
partnership with QInvest, to apply our operational skills and
financial services expertise to enhance Panmure Gordon's strong
reputation and build a larger, successful boutique investment bank.
This long term stabilisation and development can only realistically
be achieved as a private company, out of the glare of the public
market and the effects of share price movement."
Commenting on the Acquisition, Andrew Adcock, Chairman of
Panmure Gordon said:
"The Independent Panmure Gordon Directors believe that the Cash
Consideration will be attractive in providing Panmure Gordon
Shareholders with an opportunity to exit at a significant premium
to the current share price. Against the backdrop of a challenging
macro-economic environment, with the resultant market volatility
which has in recent years impacted Panmure Gordon's business, the
Independent Panmure Gordon Directors believe that the Scheme Price
reflects a fair and reasonable offer. Accordingly, the Independent
Panmure Gordon Directors unanimously recommend 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."
General
This summary should be read in conjunction with, and is subject
to, the full text of this Announcement (including its
Appendices).
The Acquisition will be subject to the Conditions and further
terms set out in Appendix I to this Announcement and to the full
terms and conditions which will be set out in the Scheme Document.
Appendix II to this Announcement contains the sources of
information and bases of calculation of certain information
contained in this Announcement. Appendix III contains further
details on Bidco and the Bidco Shares. Appendix IV contains risk
factors connected to the Bidco Shares. Appendix V to this
Announcement contains a summary of the irrevocable undertakings
received by Bidco in relation to the Acquisition. Appendix VI to
this Announcement contains definitions of certain expressions used
in this summary and in this Announcement.
Enquiries:
+44 (0)20
Ellsworthy Limited 3551 7850
Matthew Hansen
Michael Katounas
Hopton Advisers LLP (Financial Adviser +44 (0)20
to Bidco) 7036 1633
Colin La Fontaine Jackson
Teneo Blue Rubicon (PR Adviser to +44 (0)20
Bidco) 7420 3149
Anthony Silverman
+44 (0)20
Panmure Gordon & Co. plc 7886 2500
Andrew Adcock, Chairman
Patric Johnson, Chief Executive
Grant Thornton UK LLP (Financial
Adviser and Rule 3 Adviser to Panmure +44 (0)20
Gordon) 7383 5100
Philip Secrett
Salmaan Khawaja
Jamie Barklem
Harrison Clarke
Buchanan Communications Limited (Financial +44 (0)20
PR adviser to Panmure Gordon) 7466 5000
Bobby Morse
Stephanie Watson
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.
Grant Thornton, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Panmure Gordon and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than Panmure Gordon 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.
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 does not constitute a prospectus or
prospectus-equivalent document.
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
INTED 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 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (London time) on the 10(th) 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.
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.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Panmure Gordon confirms
that, as at the close of business on the Last Practicable Date, it
has 15,545,473 ordinary shares of 4 pence each in issue admitted to
trading on AIM. The International Securities Identification Number
for Panmure Gordon Shares is GB00B97CW509.
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.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
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
17 March 2017
RECOMMED ACQUISITION
of
Panmure Gordon & Co. plc ("Panmure Gordon")
by
Ellsworthy 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")
intended to be effected by means of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006
1. Introduction
The Panmure Gordon Board and the Bidco Board are pleased to
announce that they have reached 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,
other than the Excluded Shares (the "Acquisition"). The Acquisition
is intended to be effected by means of a scheme of arrangement
under Part 26 of the Companies Act.
2. The Acquisition
Under the terms of the Acquisition, which shall be subject to
the Conditions and further terms set out in Appendix I to this
Announcement and to be set out in the Scheme Document, Scheme
Shareholders shall be entitled to receive:
100 pence in cash for each Scheme Share (the "Scheme
Price").
The Scheme Price values the entire issued share capital of
Panmure Gordon at approximately GBP15.5 million, which represents a
premium of approximately:
-- 68.1 per cent. to the Closing Price of 59.5 pence per Panmure
Gordon Share on the Last Practicable Date; and
-- 78.1 per cent. to the volume weighted average price of 56.1
pence per Panmure Gordon Share in the twelve month period to the
Last Practicable Date.
As an alternative to the Cash Consideration to which they would
otherwise be entitled under the Acquisition, eligible Scheme
Shareholders may elect instead to receive Bidco Shares subject to
the terms and conditions of the Bidco Unlisted Share Alternative.
Further information in relation to the Bidco Unlisted Share
Alternative and the Bidco Shares is set out in paragraph 7 below
and Appendix III respectively.
The Panmure Gordon Shares to which the Acquisition relates do
not include the Panmure Gordon Shares held by QInvest. QInvest has
agreed, under the terms of the Share Exchange Agreement, that
subject to and concurrently with the Scheme becoming Effective, it
will transfer all of the Panmure Gordon Shares that it holds as at
the Effective Date to Bidco in consideration for the issue to
QInvest of shares in Bidco. This mechanism will result in Panmure
Gordon becoming 100 per cent. owned by Bidco and QInvest holding a
proportion of the shares in Bidco equal to the proportion of
Panmure Gordon Shares which QInvest holds as at the Effective Date.
As at the Last Practicable Date, 6,751,400 Panmure Gordon Shares,
in aggregate, were held by QInvest, representing approximately
43.43 per cent. of the Panmure Gordon Shares in issue.
The Scheme Shares shall be acquired by Bidco fully paid and free
from all liens, charges, equitable interests, encumbrances, rights
of pre-emption and any other rights and interests of any nature
whatsoever and together with all rights now and hereafter attaching
thereto, including voting rights and the right to receive and
retain in full all dividends and other distributions (if any)
declared, made or paid on or after the date of this
Announcement.
If any dividend or other distribution or return of value is
authorised, declared, made or paid in respect of Scheme Shares on
or after the date of this Announcement and prior to the Effective
Date, Bidco reserves the right to reduce the Scheme Price by the
amount of any such dividend or other distribution, except where the
Scheme Shares are or will be acquired pursuant to the Scheme on a
basis which entitles Bidco to receive the dividend, distribution or
return of value and to retain it.
If any such dividend, distribution or return of value is paid or
made after the date of this Announcement and Bidco exercises its
rights described above, any reference in this Announcement to the
consideration payable under the Scheme shall be deemed to be a
reference to the consideration as so reduced. Any exercise by Bidco
of its rights referred to in this paragraph shall be the subject of
an announcement and, for the avoidance of doubt, shall not be
regarded as constituting any revision or variation of the terms of
the Scheme.
3. Recommendation and undertakings by Independent Panmure Gordon Directors
Following careful consideration of the factors set out in
paragraph 4 below, the Independent Panmure Gordon Directors, who
have been so advised by Grant Thornton, unanimously consider the
Cash Consideration to be fair and reasonable. In providing its
advice to the Independent Panmure Gordon Directors, Grant Thornton
has taken into account the commercial assessments of the
Independent Panmure Gordon Directors. Dr Ataf Ahmed, Tamim
Al-Kawari and Michael Katounas (each of whom is a director of
QInvest) have each been appointed by QInvest to the Panmure Gordon
Board as a non-executive director, and therefore, have taken no
part in the consideration of the Acquisition.
Accordingly, the Independent Panmure Gordon Directors intend
unanimously to recommend that Scheme Shareholders vote in favour of
the Scheme at the Court Meeting and that Panmure Gordon
Shareholders approve the Resolution to be proposed at the Panmure
Gordon General Meeting, as the Independent Panmure Gordon Directors
who are interested in Panmure Gordon Shares have irrevocably
undertaken to Bidco to do (or procure to be done) in respect of
their own holdings (and those of their family members) of, 20,700
Panmure Gordon Shares. Under these irrevocable undertakings, such
Independent Panmure Gordon Directors have also undertaken to accept
the Cash Consideration offered in respect of the Acquisition, and
not elect to receive the Bidco Unlisted Share Alternative. These
irrevocable undertakings represent, in aggregate, approximately
0.13 per cent. of the share capital of Panmure Gordon in issue on
the Last Practicable Date and 0.24 per cent. of the Scheme Shares
entitled to vote at the Court Meeting. The Panmure Gordon Directors
other than the Independent Panmure Gordon Directors do not hold any
Panmure Gordon Shares.
Further details of these irrevocable undertakings are set out in
Appendix V to this Announcement.
In considering the terms of the Bidco Unlisted Share
Alternative, the Independent Panmure Gordon Directors and Grant
Thornton considered the following issues (as set out in more detail
in paragraph 7 and Appendix III):
The Bidco Shares will be:
-- unlisted and not admitted to trading on any stock exchange
and therefore will be illiquid. Any assessment of the value of the
Bidco Shares should therefore take into account an individual
shareholder's assessment of an appropriate liquidity discount;
and
-- subject to restrictions on transfer. Certain Panmure Gordon
Shareholders may not be able to hold such securities under their
investment mandates.
In addition:
-- Panmure Gordon Shareholders will only be able to elect for
the Bidco Unlisted Share Alternative in relation to their entire
holding of Shares and not part only;
-- the number of Bidco Shares to be issued pursuant to the Bidco
Unlisted Share Alternative will be limited to a maximum number of
Bidco Shares representing 12.5 per cent. of the total number of
Bidco Shares expected to be in issue immediately following the
Effective Date. To the extent that elections for the Bidco Unlisted
Share Alternative cannot be satisfied in full, they will be scaled
back pro rata to the size of such elections and so Shareholders
will have no certainty as to the amount of Bidco Shares they would
receive;
-- all Bidco Shareholders (including eligible Scheme
Shareholders who validly elect for the Bidco Unlisted Share
Alternative) will be required to commit to provide their pro rata
share of any additional funding required under the Committed Equity
Line referred to in the Shareholders' Agreement, if required by the
Board (with the approval of a Qualified Majority);
-- if Bidco Shareholders do not fund their pro rata share of the
Committed Equity Line when required, this will be an event of
default under the Shareholders' Agreement and they will face
dilution of their interest in Bidco. In addition, under the
provisions of the Shareholders' Agreement, the defaulting
Shareholder may be disenfranchised, or be required to sell its
Bidco Shares at a discount to fair value, or be subject to a
discount of 15 per cent on the sale proceeds it would otherwise be
entitled to receive on an exit event; and
-- all Bidco Shareholders will be requested to contribute their
pro rata share of the Cash Consideration incurred by Bidco in
relation to additional Scheme Shares which may be issued in respect
of options or awards which become exercisable under the Panmure
Gordon Share Schemes as a result of the Scheme. In return for such
contribution such contributing Bidco Shareholders will be issued
with additional Bidco Shares. Any Bidco Shareholder who does not
contribute their pro rata share of such amount will suffer a
dilution of their holdings of Bidco Shares in the period following
the Scheme becoming Effective.
For the reasons set out above, Grant Thornton are unable to
advise the Independent Panmure Gordon Directors whether or not the
terms of the Bidco Unlisted Share Alternative are fair and
reasonable.
Accordingly, the Independent Panmure Gordon Directors cannot
form an opinion on whether or not the terms of the Bidco Unlisted
Share Alternative are fair and reasonable and cannot recommend
whether or not Shareholders should elect for the Bidco Unlisted
Share Alternative.
4. Background to and reasons for the Independent Panmure Gordon
Directors' recommendation
With its 43.43 per cent. shareholding in Panmure Gordon, QInvest
has been a supportive shareholder of Panmure Gordon for over seven
years. To help fund the continued growth of the business, an
unsecured GBP5 million funding facility was made available to
Panmure Gordon in February 2016 by QInvest. The Sharia'a-compliant
revolving funding facility was provided with an initial term of 18
months.
Whilst Panmure Gordon has returned to profitability during the
year ended 31 December 2016 (as announced in its trading update in
January 2017), the Panmure Gordon Board believes that not having
access to additional capital in the short to medium term could put
Panmure Gordon at a competitive disadvantage to its peer group.
The Panmure Gordon Board has been considering various options,
in consultation with QInvest, to seek further capital investment to
continue to grow the business, which has resulted in the
Acquisition as announced today.
During the last few years, the industry that Panmure Gordon
operates in has experienced consolidation and a squeeze in
secondary commissions against the backdrop of an increasingly
burdensome regulatory environment, resulting in rising costs for
the business. These factors, together with legacy issues related to
the acquisition of ThinkEquity LLC in 2007 and its disposal in
2012, have contributed to the overall impact on Panmure Gordon's
financial performance and as a consequence, its share price
performance during this period. Additionally, liquidity in Panmure
Gordon's shares has been impacted by the concentration of a
significant proportion of its shares in the hands of a small number
of shareholders. These conditions together have created a
challenging environment in which for Panmure Gordon to attract new
capital.
Set against this backdrop, the Acquisition provides the Scheme
Shareholders with certainty of a cash exit, which may be
attractive, given that there remain risks and uncertainties both
with respect to the general macroeconomic and political environment
and inherent in delivering Panmure Gordon's strategy. Whilst as at
the date of this Announcement no alternative offer has been
received to acquire the entire issued share capital of Panmure
Gordon, the Independent Panmure Gordon Directors are of the view
that, even if such an alternative offer was received, its outcome
would be dependent upon QInvest's objectives as a significant
shareholder in Panmure Gordon.
As at the Latest Practicable Date, 6,751,400 Panmure Gordon
Shares, in aggregate, were held by QInvest, representing
approximately 43.43 per cent. of the Panmure Gordon Shares in
issue. As a result, QInvest has the ability to exercise effective
control over Panmure Gordon and exert significant influence over
its strategic direction.
In considering the merits of the Acquisition, the Independent
Panmure Gordon Directors have taken into account that the Scheme
Price at 100 pence represents a premium of 68.1 per cent. to the
closing mid-market price of 59.5 pence per Scheme Share on the Last
Practicable Date, and a premium of 78.1 per cent. to the twelve
month volume weighted average price of 56.1 pence per Panmure
Gordon Share on the Last Practicable Date.
Additionally, the Independent Panmure Gordon Directors have also
taken into account the confirmations received from Atlas and
QInvest that they will safeguard the existing employment rights of
Panmure Gordon's employees and will be building upon the existing
teams already in place in the business. The Independent Panmure
Gordon Directors also understand that there are no current plans to
change the locations of Panmure Gordon's places of business nor are
there any intentions to redeploy the fixed assets of Panmure
Gordon.
The Independent Panmure Gordon Directors have held discussions
to evaluate carefully the Acquisition on behalf of Panmure Gordon
Shareholders as a whole and have concluded that, in light of the
circumstances set out above, they intend to recommend the Scheme
Shareholders to vote in favour of the Scheme.
5. Background to and reasons for the Acquisition
Atlas and QInvest believe that there is an opportunity to
re-focus, strengthen and expand the Panmure Gordon business.
Building on the foundations of Panmure Gordon's strong brand, its
corporate client base and the experienced people across its
business, Atlas and QInvest will invest additional capital in
Panmure Gordon and add new talent to create a premier investment
bank with a comprehensive array of services for its client base.
This will include augmenting Panmure Gordon's current corporate
finance capabilities with proven senior M&A bankers,
strengthening the equities division, broadening Panmure Gordon's
product offering to leverage and grow its retained corporate client
base, and ensuring that a scalable infrastructure is put in place
to support the growth aspirations of Panmure Gordon's business.
6. Irrevocable undertakings from other Panmure Gordon Shareholders
In addition to the irrevocable undertakings received from
Independent Panmure Gordon Directors, referred to above, Bidco has
also received irrevocable undertakings from certain other Panmure
Gordon Shareholders to vote (or to 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 acceptance of the Takeover Offer). These irrevocable
undertakings represent, in aggregate, approximately 16.87 per cent.
of the share capital of Panmure Gordon in issue on the Last
Practicable Date and approximately 29.82 per cent. of the Scheme
Shares in issue on the Last Practicable Date entitled to be voted
at the Court Meeting.
Bidco has also received an irrevocable undertaking from QInvest
to vote in favour of the Resolution to be proposed at the General
Meeting in respect of a total of 6,751,400 Panmure Gordon Shares,
representing approximately 43.43 per cent. of the share capital of
Panmure Gordon in issue on the Last Practicable Date.
In aggregate, therefore, Bidco has received irrevocable
undertakings in respect of (i) 2,643,100 Panmure Gordon Shares,
representing approximately 30.06 per cent. of the Scheme Shares in
issue on the Last Practicable Date entitled to vote at the Court
Meeting and (ii) 9,394,500 Panmure Gordon Shares, representing
approximately 60.43 per cent. of the share capital of Panmure
Gordon in issue on the Last Practicable Date in respect of the
Resolution to be proposed at the General Meeting.
Further details of these irrevocable undertakings are set out in
Appendix V to this Announcement.
7. Bidco Unlisted Share Alternative
Terms
Under the Bidco Unlisted Share Alternative, Scheme Shareholders
(other than Scheme Shareholders resident or located in a Restricted
Jurisdiction) may elect, in respect of all (but not some only) of
their Scheme Shares, to receive Bidco Shares in lieu of the Scheme
Price to which they are entitled in respect of such Scheme Shares
under the terms of the Acquisition on the following basis:
for each Scheme Share 0.518411 Bidco Shares
subject to any scaling down as described below. If the Bidco
Unlisted Share Alternative is implemented, fractional entitlements
to Bidco Shares will be rounded down to the nearest whole number of
Bidco Shares and will be disregarded.
Scheme Shareholders will be required to elect for the Bidco
Unlisted Share Alternative in respect of all (and not just some
only) of their holding of Panmure Gordon Shares.
The Bidco Unlisted Share Alternative is conditional on the
Scheme becoming effective. The number of Bidco Shares to be issued
pursuant to the Bidco Unlisted Share Alternative will be limited to
a maximum number of Bidco Shares representing 12.5 per cent. of the
total number of Bidco Shares expected to be in issue immediately
following the Effective Date. To the extent that valid elections
are received in respect of a higher number of Bidco Shares, the
number of Bidco Shares to which each validly electing eligible
Scheme Shareholder is entitled shall be reduced pro rata to all
valid elections received.
If elections have to be scaled down, those Scheme Shareholders
who validly elect for the Bidco Unlisted Share Alternative will
instead receive additional Cash Consideration in lieu of the Bidco
Shares they would have received had such elections not been scaled
down.
The Bidco Unlisted Share Alternative will only be made available
and implemented as part of the Acquisition if valid elections for
the Bidco Unlisted Share Alternative are received in respect of, in
aggregate, Bidco Shares representing at least 2.5 per cent. of the
total number of Bidco Shares expected to be in issue immediately
following the Effective Date. If elections below this amount are
received, all such elections shall be deemed to be invalid and
Scheme Shareholders who validly elected for the Bidco Share
Alternative will instead receive Cash Consideration in respect of
the Scheme Shares which were subject to such an election in
accordance with the terms of the Acquisition.
The key rights and restrictions attaching to the Bidco Shares
and risk factors relating to the Bidco Shares are summarised in
Appendices II and III to this Announcement respectively.
Availability
The Bidco Unlisted Share Alternative will only be implemented as
part of the Acquisition if the Scheme becomes Effective. The Bidco
Unlisted Share Alternative will also be subject to certain
restrictions as regards shareholders located or resident in
Restricted Jurisdictions as noted in below.
Risk Factors
Bidco Shares will represent an indirect investment in Panmure
Gordon. Further details of the capital structure and rights of the
Bidco Shares are set out in Appendix II to this Announcement and
will be set out in the Scheme Document.
The attention of Scheme Shareholders who may be considering
electing for the Bidco Unlisted Share Alternative is drawn to
certain risk factors and other investment considerations relevant
to such an election. These will be set out in full in the Scheme
Document and include the risk factors set out in Appendix III to
this Announcement.
Adherence to Shareholders' Agreement
Electing Scheme Shareholders will be required to grant a power
of attorney in the Form of Election entitling such attorney to
enter into a deed of adherence to the Shareholders' Agreement on
behalf of such Electing Scheme Shareholder. Upon entry into such
deed of adherence, the Shareholders' Agreement will become binding
on those eligible Scheme Shareholders who validly elect for the
Bidco Unlisted Share Alternative. Further details of the
Shareholders' Agreement are set out below and will be contained in
the Scheme Document.
Committed Equity Line
Scheme Shareholders should note that Bidco Shareholders,
including Electing Scheme Shareholders who receive Bidco Shares
pursuant to the Acquisition, will be required to commit to provide
funding to Bidco, in a form to be agreed between Atlas and QInvest,
up to a maximum aggregate amount of GBP6.9 million (the Committed
Equity Line). Failure by a Shareholder to provide funding pursuant
to a call on the Committed Equity Line will be an event of default
under the Shareholders' Agreement which may result the defaulting
Shareholder being disenfranchised, or being required to sell its
Shares at a discount to fair value, or being subject to a discount
on the sale proceeds it would otherwise be entitled to receive on
an exit event. Further details are set out in Appendix II to this
Announcement.
Options and awards under the Panmure Gordon Share Schemes
Under the terms of the Bid Conduct Agreement, Atlas has agreed
to provide funding to Bidco which is sufficient to pay to Scheme
Shareholders the Scheme Price in respect of all Scheme Shares
(including Scheme Shares which may be issued in respect of options
or awards which become exercisable under the Panmure Gordon Share
Schemes as a result of the Scheme (Additional Options Shares). All
Bidco Shareholders other than Atlas (including QInvest and each
Electing Scheme Shareholder) will be requested, following the
Scheme becoming Effective, to contribute their pro rata share of
the Cash Consideration incurred by Bidco (and provided by Atlas) in
relation to the Additional Options Shares. In return for such
contribution, Atlas and such contributing Bidco Shareholders will
be issued with additional Bidco Shares. Any Bidco Shareholder who
does not contribute their pro rata share of such amount will suffer
a dilution of their holding of Bidco Shares in the period following
the Scheme becoming Effective.
Securities law restrictions
The Bidco Shares will not be offered, sold or delivered,
directly or indirectly, in or into the United States or any other
Restricted Jurisdiction.
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. The Bidco Unlisted Share Alternative is not being
made available to Scheme Shareholders who are located or resident
in any Restricted Jurisdiction (which include US Persons).
Accordingly, persons located or resident in any Restricted
Jurisdiction shall receive cash notwithstanding any election made
by them for the Bidco Unlisted Share Alternative, and there shall
be no issuance of Bidco Shares to such Scheme Shareholders.
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 US Securities Act, the US Exchange Act
or any other securities laws in the United States, or the
securities laws of any other 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
Further details of the Bidco Unlisted Share Alternative and a
valuation of the Bidco Shares will be contained in the Scheme
Document.
8. Conditions to the Acquisition
The Acquisition will be subject to the Conditions and further
terms set out in Appendix I to this Announcement and which will be
set out in the Scheme Document, including:
-- the approval by a majority in number of Scheme Shareholders
voting at the Court Meeting, either in person or by proxy,
representing at least 75 per cent. in value of the Scheme Shares
voted;
-- the approval by Panmure Gordon Shareholders of the Resolution
in connection with the implementation of the Scheme, by the
requisite majority at the Panmure Gordon General Meeting;
-- the sanction of the Scheme by the Court;
-- the Scheme becoming Effective by no later than the Long Stop Date;
-- the approval of the FCA for the change in controller of
Panmure Gordon which would take place as a result of the
Transaction becoming effective being given, or deemed to be given,
before the Long Stop Date (either unconditionally or subject to
conditions satisfactory to Bidco); and
-- the satisfaction of the other Conditions listed in Appendix I to this Announcement.
9. Information on Bidco, QInvest and Atlas
Bidco
Bidco is a private company limited by shares, incorporated on 31
January 2017 under the laws of England and Wales for the purpose of
implementing the Transaction. Bidco has not traded since the date
of its incorporation and has not entered into any obligations,
other than in connection with the Transaction. Bidco is owned and
controlled by QInvest and by a fund managed by Atlas.
QInvest
QInvest is Qatar's leading private investment group with
operations across the Middle East, Africa and Europe, and one of
the world's prominent Islamic financing institutions. QInvest has
built world class investment and advisory capabilities, with the
highest standards of governance and transparency complementing its
client-focused approach. The firm's priority is to deliver
high-value propositions, considered solutions and tangible results
for its clients and shareholders.
The firm has offices in Doha and Istanbul, as well as affiliates
in India and the UK. Underpinned by a comprehensive product
offering across investment banking, asset management and principal
investments, its team of investment professionals is the largest in
the MENA region and provides a blend of broad international
experience, deep regional knowledge and unparalleled relationships
in Qatar. This reach and range of skills uniquely positions the
firm to facilitate the flow of business between Qatar, the region
and global markets (including the UK), making it a key institution
in Qatar's international investment plans.
QInvest was licensed by the Qatar Financial Centre Authority in
April 2007 and is authorised by the Qatar Financial Centre
Regulatory Authority. QInvest's shareholders include Qatar Islamic
Bank and other institutional investors, as well as high-net-worth
individuals. As at today's date, the firm has an authorised capital
of US$ 1 billion and paid up capital of approximately US$ 705
million.
Atlas
Atlas, an investment firm founded in 2013, is focused
exclusively on the global financial services sector addressing
developed markets. It currently has investments in banking,
reinsurance and broking. Atlas takes a differentiated approach to
financial services investments, believing that long-term, merchant
capital, balanced with operating experience and regulatory
expertise, will best serve its partners and its investments. Its
investment team and operating partners have particularly strong
operating and technical backgrounds and Atlas leverages the
industry expertise of its investment team and operating partners to
build the businesses in which it invests. By having a long-term
outlook in its investments Atlas believes it can build businesses
better able to withstand near-term volatility, to serve their
customers and to increase the value of their franchises.
Further information relating to certain agreements entered into
between Atlas, QInvest and Bidco relating to the Acquisition are
set out in paragraph 16 of this Announcement.
10. Information on Panmure Gordon
Panmure Gordon was founded in 1876 and is a leading independent
investment banking and institutional stockbroking firm with offices
in London and Leeds. It acts as corporate broker or adviser to 130
UK listed companies and provides sales and trading services to over
400 institutional investors. It also provides research coverage on
approximately 250 companies in a wide range of industry sectors and
geographies.
Panmure Gordon's investment banking team provides advice to
companies on their corporate and financing requirements through
capital markets, including flotations, private placements and
secondary issues, and the provision of mergers and acquisitions
advice.
Panmure Gordon's institutional securities team provides
research, sales and trading services to institutional investors
with a specialisation in the UK mid-market. The client base extends
to long-only funds, hedge funds, investment boutiques, private
wealth managers and family offices. Panmure Gordon makes markets in
just over 400 stocks across a wide range of sectors including
investment funds.
On 9 January 2017, Panmure Gordon announced that trading for the
twelve month period to 31 December 2016 had been in line with the
Panmure Gordon Board's expectations, with revenues for the second
half of the year ahead of the previously reported six months. Net
revenue for the twelve month period to 31 December 2016 is expected
to be approximately GBP27 million (GBP23 million in 2015). The full
announcement can be found on Panmure Gordon's website at
www.panmure.com.
11. Management, employees and locations of business
Bidco intends to ensure that, following completion of the
Acquisition, the existing employment rights, including any pension
rights, of the management and employees of Panmure Gordon will be
fully safeguarded and that Bidco will build upon the existing teams
already in the business. Bidco has no current plans to change the
locations of Panmure Gordon's places of business nor does Bidco
intend to redeploy the fixed assets of Panmure Gordon.
It is the present intention of Bidco that, following completion
of the Acquisition, it will put in place a long term incentive plan
for the suitable incentivisation of current and future employees of
Panmure Gordon. It is intended that this would relate to up to 30
per cent. of the share capital of Panmure Gordon as at the
Effective Date of the Scheme, with rewards linked to growth in the
equity value of Panmure Gordon following completion of the
Acquisition above a hurdle to be agreed. At present, no further
discussions have been held between Bidco and Panmure Gordon on such
long term incentive plan. Depending on the progress of discussions
in relation to this matter, further details will be provided in the
Scheme Document.
12. Financing arrangements
The Cash Price will be financed entirely through equity
contributions to be provided by funds managed by Atlas, or
affiliates of Atlas, in accordance with the provisions of the Bid
Conduct Agreement.
Hopton Advisers, in its capacity as financial adviser to Bidco,
is satisfied that sufficient resources are available to Bidco to
satisfy, in full, the Cash Price under the terms of the
Acquisition.
Further information on the financing of the Acquisition will be
set out in the Scheme Document.
13. Structure of the Acquisition and the Scheme Document
Scheme and Share Exchange Agreement
It is intended that the Acquisition will be effected by a
Court-sanctioned scheme of arrangement between Panmure Gordon and
the Scheme Shareholders under Part 26 of the Companies Act. The
intention of the Scheme is to enable Bidco to become the owner of
the whole of the issued and to be issued share capital of Panmure
Gordon other than the shares held by QInvest.
Under the Scheme, the Scheme Shares will be transferred to Bidco
and the Scheme Shareholders will receive the consideration on the
basis set out in paragraph 2 of this Announcement. The Scheme will
be subject to the Conditions and further terms and conditions
referred to in Appendix I to this Announcement and to be set out in
the Scheme Document.
QInvest has also agreed, under the terms of the Share Exchange
Agreement, that, subject to and concurrently with the Scheme
becoming Effective, it will transfer the Panmure Gordon Shares that
it holds as at the Effective Date to Bidco, in consideration for
the issue to QInvest of Bidco Shares at the Exchange Ratio.
Approval by the Court Meeting and the Panmure Gordon General
Meeting
In order to become Effective, the Scheme requires:
(a) the approval of a majority in number of the Scheme
Shareholders who vote, representing not less than 75 per cent. in
value of the Scheme Shares voted either in person or by proxy, at
the Court Meeting. At the Court Meeting, voting will be by poll and
not on a show of hands and, subject to the below, all Scheme
Shareholders appearing on Panmure Gordon's register of members at
the Voting Record Time will be entitled to vote at the Court
Meeting and to cast one vote for each Scheme Share held;
(b) the approval by Panmure Gordon Shareholders representing not
less than 75 per cent. of the votes cast, either in person or by
proxy, of the Resolution to be proposed at the Panmure Gordon
General Meeting (to be held directly after the Court Meeting)
necessary in order to implement the Scheme. The purpose of the
Resolution is to approve amendments to Panmure Gordon's articles of
association to ensure that any Panmure Gordon Shares issued after
the approval of the Scheme at the Court Meeting and the Scheme
Record Time will be (i) subject to the Scheme and (ii)
automatically acquired by Bidco (or its nominee(s)) on the same
terms as under the Scheme. This will avoid any person (other than
Bidco, its nominee(s) or QInvest) being left with Panmure Gordon
Shares after the Effective Date. At the Panmure Gordon General
Meeting, all Panmure Gordon Shareholders appearing on Panmure
Gordon's register of members at the Voting Record Time will be
entitled to vote at the Panmure Gordon General Meeting and to cast
one vote for each Panmure Gordon Share held; and
(c) all of the other Conditions to the Acquisition, as set out
in Appendix I to this Announcement and to be set out in the Scheme
Document, to be satisfied or (where applicable) waived.
Application to the Court to sanction the Scheme
Once the necessary approvals have been obtained at the Panmure
Gordon Meetings, and the other Conditions have been satisfied or
(where applicable) waived, in order for the Scheme to be capable of
becoming Effective, it must be sanctioned by the Court at the
Scheme Court Hearing.
The Scheme will only become Effective, however, in accordance
with its terms, on delivery of the Scheme Court Order to the
Registrar of Companies.
Lapsing of the Acquisition
The Acquisition will lapse if, amongst other things:
(a) the approval of the requisite majorities of Scheme
Shareholders at the Court Meeting is not obtained on or before the
Long Stop Date; or
(b) the approval of the requisite majority of Panmure Gordon
Shareholders to pass the Resolution to be proposed at the Panmure
Gordon General Meeting is not obtained on or before the Long Stop
Date; or
(c) the sanction of the Scheme by the Court (without
modification or with modification on terms acceptable to Bidco and
Panmure Gordon) and the delivery of an office copy of the Scheme
Court Order to the Registrar of Companies is not procured before
the Long Stop Date; or
(d) the approval of the FCA for the change in controller of
Panmure Gordon which would take place as a result of the
Transaction becoming effective is not given, or not deemed to be
given, before the Long Stop Date (either unconditionally or subject
to conditions satisfactory to Bidco, acting reasonably).
Scheme becoming Effective
Subject to the satisfaction or (where applicable) waiver of the
Conditions, the Scheme is expected to become Effective by the end
of July 2017.
Upon the Scheme becoming Effective, it will be binding on all
Scheme Shareholders, irrespective of whether or not they attended
or voted at the Court Meeting or Panmure Gordon General Meeting, or
whether they voted in favour of or against the Scheme or the
Resolution.
The Cash Price will be despatched by Bidco to Scheme
Shareholders no later than 14 days after the Effective Date.
Scheme Document
The Scheme Document will include full details of the Scheme and
the Bidco Unlisted Share Alternative, together with notices of the
Court Meeting and the Panmure Gordon General Meeting and the
expected timetable for the Scheme, and will specify the action to
be taken by Panmure Gordon Shareholders.
It is expected that the Scheme Document, together with the Forms
of Proxy and Forms of Election, will be despatched to Panmure
Gordon Shareholders and, for information only, to participants in
the Panmure Gordon Share Schemes, as soon as possible and, in any
event, (save with the consent of the Panel) within 28 days of the
date of this Announcement, unless Bidco and Panmure Gordon
otherwise agree, and the Panel consents, to a later date.
General
The Scheme will be governed by the laws of England and Wales.
The Scheme will be also subject to the applicable requirements of
the Code, the Panel, AIM and the FCA.
14. Interests of Bidco in Panmure Gordon Shares
Bidco will make a public Opening Position Disclosure setting out
details required to be disclosed by it under Rule 8.1(a) of the
Code.
As at the Last Practicable Date, QInvest held 6,751,400 Panmure
Gordon Shares, representing approximately 43.43 per cent of the
issued Panmure Gordon Shares.
Save in respect of the above interests, and save in respect of
the irrevocable undertakings referred to in paragraph 6 above, as
at the Last Practicable Date neither Bidco, QInvest, nor Atlas, nor
any of their respective directors, nor, so far as Bidco is aware,
any person acting in concert (within the meaning of the Code) with
Bidco, QInvest or Atlas had (i) any interest or right to subscribe
for any Panmure Gordon Shares; nor (ii) any short positions in
respect of relevant Panmure Gordon Shares (whether conditional or
absolute and whether in the money or otherwise), including any
short position under a derivative, any agreement to sell, any
delivery obligation or right to require another person to purchase
or take delivery; nor (iii) borrowed or lent any Panmure Gordon
Shares (including, for these purposes, any financial collateral
arrangements of the kind referred to in Note 4 on Rule 4.6 of the
Code).
"Interests in securities" for these purposes arise, in summary,
when a person has long economic exposure, whether absolute or
conditional, to changes in the price of securities (and a person
who only has a short position in securities is not treated as
interested in those securities). In particular, a person will be
treated as having an "interest" by virtue of the ownership, voting
rights or control of securities, or by virtue of any agreement to
purchase, option in respect of, or derivative referenced to,
securities.
15. Panmure Gordon Share Schemes
Participants in the Panmure Gordon Share Schemes will be
contacted regarding the effect of the Acquisition on their rights
under the Panmure Gordon Share Schemes and appropriate proposals
will be made to such participants in due course. Further details of
the terms of such proposals shall be included in the Scheme
Document and separate proposal documentation.
16. Acquisition related arrangements
Co-operation Agreement
On 17 March 2017, Bidco and Panmure Gordon entered into the
Co-operation Agreement in relation to the Scheme pursuant to which,
among other things, Bidco and Panmure Gordon have agreed to
co-operate with regard to the making of any filings and requests
for approval to regulatory authorities where these are required in
connection with the Acquisition.
Bid Conduct Agreement
On 17 March 2017, Atlas, QInvest and Bidco entered into the Bid
Conduct Agreement pursuant to which, among other things, Atlas has
agreed to procure, by way of a subscription for Bidco Shares, the
provision of the cash funding required to meet the Cash
Consideration payable to Scheme Shareholders in connection with the
Acquisition. The number of Bidco Shares to be issued to Atlas
pursuant to the Bid Conduct Agreement will reflect the number of
Scheme Shares in respect of which Cash Consideration is payable
pursuant to the Scheme, multiplied by the Exchange Ratio, less the
number of Bidco Shares issued to Bidco Shareholders in accordance
with the arrangements in the paragraph below.
Under the terms of the Bid Conduct Agreement, all Bidco
Shareholders other than Atlas (including QInvest and each Electing
Scheme Shareholder) will be requested, following the Scheme
becoming Effective, to contribute their pro rata share of the Cash
Consideration incurred by Bidco in relation to Scheme Shares which
may be issued in respect of options or awards which become
exercisable under the Panmure Gordon Share Schemes as a result of
the Scheme (Additional Options Shares). In return for such
contribution, Atlas and such contributing Bidco Shareholders will
be issued with additional Bidco Shares at the same subscription
price as the Bidco Shares issued to Atlas pursuant to the Bid
Conduct Agreement.
Share Exchange Agreement
On 17 March 2017, Atlas, QInvest and Bidco entered into the
Share Exchange Agreement pursuant to which, among other things,
QInvest has agreed that, at the same time as the Scheme becomes
Effective, it will transfer the 6,751,400 Panmure Gordon Shares
owned by it to Bidco in consideration for the issue by Bidco to
QInvest of Bidco Shares at the Exchange Ratio.
Shareholders' Agreement
On 17 March 2017, Atlas and QInvest entered into the
Shareholders' Agreement pursuant to which, among other things,
Atlas and QInvest have agreed certain matters relating to the
management and operation of Bidco, including board appointment
rights, restrictions on the transfers of shares, rights of
pre-emption on transfer, "drag along" rights for the benefit of
Atlas, and a commitment to provide further funding to Bidco
pursuant to the Committed Equity Line.
Scheme Shareholders who validly elect for the Bidco Unlisted
Share Alternative will be required to be bound by and adhere to the
terms of the Shareholders' Agreement by means of a deed of
adherence which will be executed on behalf of Electing Scheme
Shareholders pursuant to a power of attorney to be contained within
the Form of Election.
Certain provisions of the Shareholders' Agreement, insofar as
they relate to or impact on the rights and obligations of Electing
Scheme Shareholders, are summarised in Appendix II to this
Announcement.
17. Cancellation of admission to trading and re-registration
Prior to the Scheme becoming Effective, and subject to any
applicable requirements of the AIM Rules, Bidco intends to procure
the making of an application by Panmure Gordon for cancellation of
the admission to trading on AIM of the Panmure Gordon Shares on the
first Business Day following the Effective Date. The last day of
dealing in Panmure Gordon Shares on AIM is currently expected to be
the Business Day immediately prior to the Effective Date and it is
currently intended that no transfers will be registered after 6:00
p.m. on that date.
It is Bidco's intention that in due course, following
cancellation of admission to trading on AIM, Panmure Gordon will be
re-registered as a private limited company.
18. Documents on display
The following documents will, in accordance with Rule 26.2 of
the Code, be made available, subject to certain restrictions
relating to persons resident 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 on the
Business Day following the date of this Announcement until the end
of the Offer Period:
-- this Announcement;
-- the irrevocable undertakings described in paragraph 6 above;
-- the Co-operation Agreement described in paragraph 16 above;
-- the Bid Conduct Agreement described in paragraph 16 above;
-- the Share Exchange Agreement described in paragraph 16 above;
-- the Shareholders' Agreement referred to in paragraph 16 above; and
-- the articles of association of Bidco to be adopted with effect from the Effective Date.
19. General
This Announcement does not constitute an offer or an invitation
to purchase or subscribe for any securities.
The Scheme will be subject to the Conditions and certain further
terms set out in Appendix I to this Announcement and to the full
terms and conditions to be set out in the Scheme Document. Appendix
II to this Announcement contains the sources and bases of certain
information contained in this Announcement. Appendix V to this
Announcement contains a summary of the irrevocable undertakings
received in relation to the Acquisition. Appendix VI to this
Announcement contains the definitions of certain expressions used
in this Announcement.
Bidco reserves the right, subject to the prior consent of the
Panel, to implement the Acquisition by way of a Takeover Offer for
the entire issued and to be issued share capital of Panmure Gordon
as an alternative to the Scheme. In such an event, a Takeover Offer
will be implemented on the same terms (subject to appropriate
amendments, including, if the Panel so agrees, an acceptance
condition set at up to 90 per cent. of the shares to which such
offer relates or such lesser percentage, being more than 50 per
cent., as Bidco may decide), so far as applicable, as those which
would apply to the Scheme.
If the Acquisition is effected by way of a Takeover Offer, there
can be no certainty as to the level of the acceptance condition, or
of Bidco's willingness to waive or lower such acceptance condition.
If such Takeover Offer becomes or is declared unconditional in all
respects, where:
-- acceptances are received from Panmure Gordon Shareholders
such that, together with any other Panmure Gordon Shares
unconditionally acquired, owned or controlled by QInvest, Atlas or
Bidco, Bidco will hold at least 75 per cent. of the voting rights
attaching to the Panmure Gordon Shares, Bidco intends to request
that the then appointed Panmure Gordon Board (subject to its
fiduciary duties) will apply to AIM to cancel trading in Panmure
Gordon Shares, which cancellation would eliminate the liquidity of
Panmure Gordon Shares for any remaining Panmure Gordon
Shareholders; and
-- Bidco receives acceptances under the Takeover Offer in
respect of, or otherwise acquires, 90 per cent. or more of the
Panmure Gordon Shares to which the Takeover Offer relates by
nominal value and voting rights attaching to such shares, Bidco
intends to exercise its rights pursuant to sections 974 to 991 of
the Companies Act to acquire compulsorily the remaining Panmure
Gordon Shares in respect of which the Takeover Offer has not been
accepted on the same terms as the Takeover Offer.
The availability of any such Takeover Offer to persons not
resident in the United Kingdom may be affected by the laws of the
relevant jurisdictions. Such persons should inform themselves about
and observe any applicable requirements.
20. Consents
Hopton Advisers has given and has not withdrawn its written
consent to the issue of this Announcement with the inclusion herein
of the references to its name in the form and context in which it
appears.
Grant Thornton has given and has not withdrawn its written
consent to the issue of this Announcement with the inclusion herein
of the references to its name in the form and context in which it
appears.
21. 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.
Enquiries:
+44 (0)20
Ellsworthy Limited 3551 7850
Matthew Hansen
Michael Katounas
Hopton Advisers LLP (Financial Adviser +44 (0)20
to Bidco) 7036 1633
Colin La Fontaine Jackson
Teneo Blue Rubicon (PR Adviser to +44 (0)20
Bidco) 7420 3149
Anthony Silverman
+44 (0)20
Panmure Gordon & Co. plc 7886 2500
Andrew Adcock, Chairman
Patric Johnson, Chief Executive
Grant Thornton UK LLP (Financial
Adviser and Rule 3 Adviser to Panmure +44 (0)20
Gordon) 7383 5100
Philip Secrett
Salmaan Khawaja
Jamie Barklem
Harrison Clarke
Buchanan Communications Limited (Financial +44 (0)20
PR adviser to Panmure Gordon) 7466 5000
Bobby Morse
Stephanie Watson
Further Information
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.
Grant Thornton, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
for Panmure Gordon and no one else in connection with the
Acquisition and, accordingly, will not be responsible to anyone
other than Panmure Gordon 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.
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 does not constitute a prospectus or
prospectus-equivalent document.
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
INTED 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 in relation to
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 10(th) Business Day
following the commencement of the offer period and, if appropriate,
by no later than 3:30 p.m. (London time) on the 10(th) 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.
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.
Relevant securities in issue
In accordance with Rule 2.9 of the Code, Panmure Gordon confirms
that, as at the close of business on the Last Practicable Date, it
has 15,545,473 ordinary shares of 4 pence each in issue admitted to
trading on AIM. The International Securities Identification Number
for Panmure Gordon Shares is GB00B97CW509.
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.
General
If you are in any doubt about the contents of this Announcement
or the action you should take, you are recommended to seek your own
independent financial advice immediately from your stockbroker,
bank manager, solicitor or independent financial adviser duly
authorised under the Financial Services and Markets Act 2000 (as
amended) if you are resident in the United Kingdom or, if not, from
another appropriate authorised independent financial adviser.
Appendix I
Conditions and Further Terms of the Acquisition and the
Scheme
Part A: Conditions of the Acquisition
The Acquisition is conditional upon the Scheme becoming
unconditional and becoming Effective by no later than the Long Stop
Date or such later date (if any) as Bidco and Panmure Gordon may
agree and (if required) the Panel and the Court may allow.
1. The Scheme shall be conditional on the following Conditions:
Scheme Approval
(a) the approval of the Scheme at the Court Meeting by a
majority in number of the Scheme Shareholders who are present and
vote, whether in person or by proxy, representing 75 per cent. or
more in value of the Scheme Shares voted by those Scheme
Shareholders who are on the register of members as holders of
Scheme Shares as at the Voting Record Time;
(b) the resolution required to approve and implement the Scheme
as set out in the notice of the Panmure Gordon General Meeting
(including, without limitation, to amend Panmure Gordon's articles
of association) being duly passed by Panmure Gordon Shareholders
who are present and vote, whether in person or by proxy,
representing 75 per cent. or more of the votes cast at the Panmure
Gordon General Meeting who are on the register of members as
holders of Panmure Gordon Shares as at the Voting Record Time;
and
(c) the sanction of the Scheme by the Court (without
modification or with modification on terms acceptable to Bidco and
Panmure Gordon) and the delivery of an office copy of the Scheme
Court Order to the Registrar of Companies.
2. In addition, subject as stated in Part B below and to the
requirements of the Code, the Acquisition will be conditional upon
the following Conditions and, accordingly, the Court Order will not
be delivered to the Registrar of Companies unless such Conditions
have been satisfied or, where relevant, waived:
FCA clearance
(a) the FCA having given notice in writing in accordance with
section 189(4) FSMA or, if applicable, section 189(7) FSMA, that
the FCA approves, either unconditionally or subject to conditions
satisfactory to Bidco, any increase in or acquisition of control
(as defined in sections 181 and 182 FSMA) over Panmure Gordon which
would take place as a result of the Transaction becoming effective;
or the FCA is treated as having given its approval by virtue of
section 189(6) FSMA;
Other third party clearances
(b) no government or governmental, quasi-governmental,
supranational, statutory, administrative or regulatory body or
association, institution or agency (including any trade agency) or
any court tribunal in any jurisdiction (each a "Relevant
Authority") having taken or instituted or given written notice of
any action, proceeding, suit, investigation, enquiry or reference
(and, in each case, not having withdrawn the same) or enacted, made
or proposed and there not continuing to be outstanding any statute,
regulation, order or decision that would or would reasonably be
expected to (in each case to an extent which is material in the
context of the Acquisition or the Wider Panmure Gordon Group taken
as a whole):
(i) make the Acquisition or other acquisition of Panmure Gordon
Shares, or control or management of Panmure Gordon by Bidco or any
member of the Wider Joint Bidder Groups void, unenforceable or
illegal in any jurisdiction or directly or indirectly prohibit or
otherwise materially restrict, materially delay or materially
interfere with the implementation of, or impose material additional
conditions or obligations with respect to, or otherwise materially
challenge or require amendment to the terms of, the Scheme or the
Acquisition or other acquisition of any Panmure Gordon Shares, or
control or management of Panmure Gordon by Bidco or any member of
the Wider Joint Bidder Groups;
(ii) require, prevent or materially delay the divestiture (or
alter the terms of any proposed divestiture) by the Wider Joint
Bidder Groups or the Wider Panmure Gordon Group of all or any
material part of their respective businesses, assets or properties
or impose any material limitation on their ability to conduct all
or any part of their respective businesses and to own, control or
manage any of their respective assets or properties;
(iii) impose any limitation on, or result in any material delay
in, the ability of any member of the Wider Joint Bidder Groups to
acquire or hold or to exercise effectively, directly or indirectly,
all or any rights of ownership of shares or other securities (or
the equivalent) in, or to exercise management control over, any
member of the Wider Panmure Gordon Group or on the ability of any
member of the Wider Panmure Gordon Group to hold or to exercise
effectively, directly or indirectly, all or any rights of ownership
of shares or other securities (or the equivalent) in, or to
exercise management control over, any other member of the Wider
Panmure Gordon Group;
(iv) except pursuant to Chapter 3 of Part 28 of the Companies
Act, require any member of the Wider Joint Bidder Groups or of the
Wider Panmure Gordon Group to acquire or offer to acquire any
shares or other securities (or the equivalent) or interest in any
member of the Wider Panmure Gordon Group or any member of the Wider
Joint Bidder Groups owned by a third party (other than in relation
to the implementation of the Transaction);
(v) other than in relation to the implementation of the
Transaction, require the divestiture by any member of the Wider
Joint Bidder Groups of any shares, securities or other interests in
any member of the Wider Panmure Gordon Group;
(vi) impose any material limitation on, or result in any
material delay in, the ability of any member of the Wider Joint
Bidder Groups or the Wider Panmure Gordon Group to integrate or
co-ordinate its business, or any part of it, with the businesses or
any part of the businesses of any other member of the Wider Joint
Bidder Groups and/or the Wider Panmure Gordon Group;
(vii) result in any member of the Wider Panmure Gordon Group
ceasing to be able to carry on business under any name under which
it presently does so; or
(viii) otherwise materially and adversely affect the business,
assets, financial or trading position or profits of any member of
the Wider Panmure Gordon Group,
and all applicable waiting and other time periods (including
extensions thereof) during which any such Relevant Authority could
decide to take, institute or threaten any such action, proceeding,
suit, investigation, enquiry or reference having expired, lapsed or
been terminated;
(c) other than in relation to the approvals referred to in
paragraph 2(a) and 2(b) above, all material filings, applications
and/or notifications which are necessary under applicable
legislation or regulation of any relevant jurisdiction having been
made and all relevant waiting periods and other time periods
(including any extensions thereof) under any applicable legislation
or regulation of any relevant jurisdiction having expired, lapsed
or been terminated and all applicable statutory or regulatory
obligations in any jurisdiction having been complied with in each
case in respect of the Scheme and the Acquisition or, except
pursuant to Chapter 3 of Part 28 of the Companies Act, other
acquisition of any shares or other securities in, or control or
management of, Panmure Gordon or any member of the Wider Panmure
Gordon Group by any member of the Wider Joint Bidder Groups or
(except as Disclosed) the carrying on by any member of the Wider
Panmure Gordon Group of its business in the ordinary course as at
the date hereof, excluding in all such cases any obligation to
obtain approval of the Transaction from any member of the Wider
Joint Bidder Groups;
(d) other than in relation to the approvals referred to in
paragraph 2(a) and 2(b) above, all material Authorisations which
are necessary in any jurisdiction for or in respect of the
Acquisition and other acquisition of any Panmure Gordon Shares, or
control of Panmure Gordon, by Bidco or any member of the Wider
Joint Bidder Groups being obtained on terms and in a form
satisfactory to Bidco (acting reasonably) from each appropriate
Relevant Authority, or (except as Disclosed) from any persons or
bodies with whom any member of the Wider Joint Bidder Groups or the
Wider Panmure Gordon Group has entered into contractual
arrangements or material business relationships, and such
Authorisations, together with all other Authorisations necessary
for any member of the Wider Panmure Gordon Group to carry on its
business (except as Disclosed) (where the absence of any such
Authorisations would be material and adverse in the context of the
Acquisition) remaining in full force and effect and no written
notice of any intention to revoke, suspend, restrict or modify or
not to renew any of the same having been given;
Confirmation of absence of adverse circumstances
(e) except as Disclosed, there being no provision of any
agreement, arrangement, licence or other instrument to which any
member of the Wider Panmure Gordon Group is a party or by or to
which any such member or any of its assets is or may be bound or
subject which, as a result of the implementation of the Acquisition
or other acquisition by Bidco of any Panmure Gordon Shares, or
change in the control or management of Panmure Gordon or otherwise,
would or would reasonably be expected to result in (in each case to
an extent which is material in the context of the Wider Panmure
Gordon Group taken as a whole):
(i) any monies borrowed by or any other indebtedness (actual or
contingent) of, or any grant available to, any such member of the
Wider Panmure Gordon Group becoming repayable, or capable of being
declared repayable, immediately or earlier than the stated
repayment date or the ability of such member to borrow monies or
incur any indebtedness being withdrawn or inhibited (in each case
excluding any monies borrowed from or indebtedness owed to any
member of the Wider Joint Bidder Group);
(ii) the creation or enforcement of any mortgage, charge or
other security interest over the whole or any material part of the
business, property or assets of any such member of the Wider
Panmure Gordon Group or any such mortgage, charge or other security
interest (whenever arising or having arisen) becoming
enforceable;
(iii) any rights, assets or interests of any such member of the
Wider Panmure Gordon Group being or falling to be disposed of or
ceasing to be available to any member of the Wider Panmure Gordon
Group or any right arising under which any such asset or interest
could be required to be disposed of or could cease to be available
to any member of the Wider Panmure Gordon Group;
(iv) the interest or business of any such member of the Wider
Panmure Gordon Group in or with any other person, firm or company
(or any agreements or arrangements relating to such interest or
business) being terminated or adversely modified or affected;
(v) any such member of the Wider Panmure Gordon Group ceasing to
be able to carry on business under any name under which it
presently does so;
(vi) the value of any such member of the Wider Panmure Gordon
Group or its financial or trading position or prospects being
prejudiced or adversely affected;
(vii) any such agreement, arrangement, licence or other
instrument being terminated or adversely modified or any onerous
obligation arising or any adverse action being taken or arising
thereunder;
(viii) the creation of any liability (actual or contingent) by
any such member of the Wider Panmure Gordon Group, other than trade
creditors or other liabilities incurred in the ordinary course of
business; or
(ix) any requirement on any member of the Wider Panmure Gordon
Group to acquire, subscribe, pay up or repay any shares or other
securities (or the equivalent),
and no event having occurred which, under any provision of any
agreement, arrangement, licence or other instrument to which any
member of the Wider Panmure Gordon Group is a party or by or to
which any such member or any of its assets is or may be bound or
subject, would or would reasonably be expected to result in any
events or circumstances as are referred to in this paragraph 2(e)
(in each case to an extent which is material in the context of the
Wider Panmure Gordon Group taken as a whole);
No material transactions, claims or changes in the conduct of
the business of the Panmure Gordon Group
(f) except as Disclosed, no member of the Wider Panmure Gordon
Group having since 30 June 2016:
(i) issued or agreed to issue or authorised or proposed the
issue of additional shares of any class, or securities convertible
into, or exchangeable for, or rights, warrants or options to
subscribe for or acquire, any such shares or convertible or
exchangeable securities or transferred or sold (or agreed to
transfer or sell) any shares out of treasury (except, in each case,
(a) as between Panmure Gordon and its wholly owned subsidiaries or
between its wholly owned subsidiaries, or (b) upon, pursuant to or
in respect of the exercise of any options or vesting of any awards
granted under the Panmure Gordon Share Schemes);
(ii) recommended, declared, paid or made or resolved to
recommend, declare, pay or make any bonus, dividend or other
distribution, whether payable in cash or otherwise other than
dividends or other distributions, whether payable in cash or
otherwise, lawfully paid or made by any wholly-owned subsidiary of
Panmure Gordon to Panmure Gordon or any of its wholly-owned
subsidiaries;
(iii) (except for transactions between Panmure Gordon and its
wholly-owned subsidiaries, or between its wholly-owned
subsidiaries, or transactions in the ordinary course of business)
implemented or authorised any merger or demerger, acquired or
disposed of or transferred, mortgaged or charged, or created any
other security interest over, any asset or any right, title or
interest in any asset (in each case to an extent which is material
in the context of the Wider Panmure Gordon Group taken as a
whole);
(iv) entered into, or authorised the entry into, any joint
venture, asset or profit sharing arrangement, partnership or merger
of businesses or corporate entities (in each case to an extent
which is material in the context of the Wider Panmure Gordon Group
taken as a whole);
(v) other than pursuant to the Acquisition and except for
transactions between Panmure Gordon and its wholly owned
subsidiaries or between wholly owned subsidiaries of Panmure
Gordon, implemented or authorised any reconstruction, amalgamation,
scheme or other transaction or arrangement with a substantially
equivalent effect (in each case to an extent which is material in
the context of the Wider Panmure Gordon Group taken as a
whole);
(vi) purchased, redeemed or repaid any of its own shares or
other securities or reduced or made or authorised any other change
in its share capital (except, in each case, where relevant, (a) as
between Panmure Gordon and wholly owned subsidiaries of Panmure
Gordon or between the wholly owned subsidiaries of Panmure Gordon,
or (b) upon, pursuant to or in respect of the exercise of any
options or vesting of any awards granted under the Panmure Gordon
Share Schemes);
(vii) made or authorised any change in its loan capital or
issued or authorised the issue of any debentures or incurred or
increased any indebtedness or contingent liability (except, in each
case, where relevant, as between Panmure Gordon and wholly owned
subsidiaries of Panmure Gordon or between the wholly owned
subsidiaries of Panmure Gordon) (in each case to an extent which is
material in the context of the Wider Panmure Gordon Group taken as
a whole);
(viii) entered into, varied or terminated, or authorised the
entry into, variation or termination of, any contract, commitment
or arrangement (whether in respect of capital expenditure, real
estate or otherwise) which is outside the ordinary course of
business or which is of a long term, onerous or unusual nature or
magnitude or which involves, or would reasonably be expected to
involve, an obligation of a nature or magnitude which is materially
restrictive on the business of any member of the Wider Panmure
Gordon Group (in each case to an extent which is material in the
context of the Wider Panmure Gordon Group taken as a whole);
(ix) been unable, or admitted in writing that it is unable, to
pay its debts as they fall due or having stopped or suspended (or
threatened to stop or suspend) payment of its debts generally or
ceased or threatened to cease carrying on all or a substantial part
of its business (in each case to an extent which is material in the
context of the Wider Panmure Gordon Group taken as a whole);
(x) commenced negotiations with any of its creditors or taken
any step with a view to rescheduling or restructuring any of its
indebtedness or entered into a composition, compromise, assignment
or arrangement with any of its creditors whether by way of a
voluntary arrangement, scheme of arrangement, deed of compromise or
otherwise (in each case to an extent which is material in the
context of the Wider Panmure Gordon Group taken as a whole);
(xi) (other than in respect of a member of the Wider Panmure
Gordon Group which is dormant and solvent at the relevant time)
taken any corporate action or had any legal proceedings started,
served or threatened against it or any documents filed or faxed in
court for its winding-up (voluntary or otherwise), dissolution or
reorganisation (or for any analogous proceedings or steps in any
jurisdiction) or for the appointment of a liquidator, provisional
liquidator, receiver, administrator, administrative receiver,
trustee or similar officer (or for the appointment of any analogous
person in any jurisdiction) of all or any of its assets and
revenues or had written notice given of the intention to appoint
any of the foregoing to it (in each case to an extent which is
material in the context of the Wider Panmure Gordon Group taken as
a whole);
(xii) except in the ordinary course of business, waived,
compromised, settled, abandoned or admitted any dispute, claim or
counter-claim whether made or potential and whether by or against
any member of the Wider Panmure Gordon Group (in each case to an
extent which is material in the context of the Wider Panmure Gordon
Group taken as a whole);
(xiii) made any material alteration to its constitutional
documents (other than the amendments to Panmure Gordon's articles
of association as required in connection with the Acquisition);
(xiv) entered into, or varied the terms of, or terminated or
given notice of termination of, any service agreement or
arrangement with any director of any member of the Wider Panmure
Gordon Group;
(xv) proposed, agreed to provide, or agreed to modify the terms
of, any share option scheme, incentive scheme or other benefit
relating to the employment or termination of employment of any
person employed by any member of the Wider Panmure Gordon Group (in
each case to an extent which is material in the context of the
Wider Panmure Gordon Group taken as a whole); or
(xvi) entered into any contract, commitment or arrangement or
passed any resolution or made any offer (which remains open for
acceptance) to effect, or proposed or announced any intention to
effect, any of the transactions, matters or events referred to in
this paragraph 2(f) (otherwise than where permitted or referred to
in this paragraph 2(f));
(g) except as Disclosed, since 30 June 2016:
(i) no adverse change having occurred, and no circumstances
having arisen which would reasonably be expected to result in any
adverse change, in the business, assets, financial or trading
position or profits of any member of the Wider Panmure Gordon Group
(in each case to an extent which is material in the context of the
Wider Panmure Gordon Group taken as a whole);
(ii) no litigation, arbitration proceedings, prosecution or
other legal proceedings in any jurisdiction having been threatened,
announced, instituted or remaining outstanding by, against or in
respect of any member of the Wider Panmure Gordon Group or to which
any member of the Wider Panmure Gordon Group is a party (whether as
claimant or defendant or otherwise) and no investigation by any
Relevant Authority or other investigative body against or in
respect of any member of the Wider Panmure Gordon Group having been
threatened in writing, announced, instituted or remaining
outstanding by, against or in respect of any member of the Wider
Panmure Gordon Group (in each case to an extent which is material
in the context of the Wider Panmure Gordon Group taken as a
whole);
(iii) no enquiry, review or investigation by, or complaint or
reference to, any Third Party against or in respect of any member
of the Wider Panmure Gordon Group having been threatened in
writing, announced or instituted or remaining outstanding by,
against or in respect of any member of the Wider Panmure Gordon
Group, in each case to an extent which is material in the context
of the Wider Panmure Gordon Group taken as a whole;
(iv) no steps having been taken and no omissions having been
made which would result in the withdrawal, cancellation,
termination or modification of any licence held by any member of
the Wider Panmure Gordon Group which is necessary for the proper
carrying on of its business, and the withdrawal, cancellation,
termination or modification of which would have a material adverse
effect on the Wider Panmure Gordon Group taken as a whole; or
(v) no contingent or other liability having arisen outside the
ordinary course of business which would or would reasonably be
expected to adversely affect any member of the Wider Panmure Gordon
Group (in each case to an extent which is material in the context
of the Wider Panmure Gordon Group taken as a whole); or
(h) except as Disclosed, Bidco not having discovered that:
(i) any financial, business or other information concerning the
Wider Panmure Gordon Group publicly announced prior to the date of
this Announcement at any time by any member of the Wider Panmure
Gordon Group was when made misleading, contained a
misrepresentation of fact or omitted to state a fact necessary to
make the information contained therein not misleading (in each case
to an extent which is material in the context of the Wider Panmure
Gordon Group taken as a whole);
(ii) any member of the Wider Panmure Gordon Group is subject to
any liability, contingent or otherwise, other than in the ordinary
course of business (in each case to an extent which is material in
the context of the Wider Panmure Gordon Group taken as a whole);
or
(iii) there is or is likely to be any obligation or liability
(whether actual or contingent) to make good, repair, re-instate or
clean up any property now or previously owned, occupied, operated
or made use of or controlled by any past or present member of the
Wider Panmure Gordon Group under any environmental legislation,
regulation, notice, circular or order of any Relevant Authority in
any jurisdiction (in each case to an extent which is material in
the context of the Wider Panmure Gordon Group taken as a
whole).
Part B: Certain further terms of the Acquisition
1. Bidco reserves the right (subject to the requirements of the
Code and the Panel) to waive, in whole or in part, the above
Conditions in paragraph 2 above.
2. If Bidco is required by the Panel to make an offer for
Panmure Gordon Shares under the provisions of Rule 9 of the Code,
Bidco may make such alterations to any of the above Conditions and
terms of the Acquisition as are necessary to comply with the
provisions of that Rule.
3. All of the Conditions in paragraph 2 above must be fulfilled
or waived (if capable of waiver) by Bidco by 11:59 p.m. on the date
immediately preceding the date of the Scheme Court Hearing. Such
date may not be further extended, other than with the agreement of
Bidco, Panmure Gordon and the Panel.
4. Bidco shall be under no obligation to waive (if capable of
waiver), to determine to be or remain satisfied or to treat as
fulfilled any of the Conditions in paragraph 2 above by a date
earlier than the latest date for the fulfilment of that Condition
notwithstanding that the other Conditions of the Acquisition may at
such earlier date have been waived or fulfilled and that there are
at such earlier date no circumstances indicating that any of such
conditions may not be capable of fulfilment.
5. Under Rule 13.5 of the Code, Bidco may not invoke a Condition
so as to cause the Acquisition not to proceed, to lapse or to be
withdrawn unless the circumstances which give rise to the right to
invoke the Condition are of material significance to Bidco in the
context of the Acquisition. The Conditions contained in paragraph 1
above are not subject to this provision of the Code.
6. The Panmure Gordon Shares to be acquired under the
Acquisition shall be acquired fully paid and free from all liens,
charges, equitable interests, encumbrances, rights of pre-emption
and any other rights and interests of any nature whatsoever and
together with all rights now and hereafter attaching thereto,
including voting rights and the right to receive and retain in full
all dividends and other distributions (if any) declared, made or
paid on or after the date of this Announcement. Accordingly,
insofar as any dividend or other distribution or return of value is
authorised, declared, made or paid in respect of Scheme Shares on
or after the date of this Announcement and prior to the Effective
Date, Bidco reserves the right to reduce the Scheme Price by the
amount of any such dividend or other distribution except where the
Scheme Shares are or will be acquired pursuant to the Scheme on a
basis which entitles Bidco to receive the dividend, distribution or
return of value and to retain it.
7. The availability of the Acquisition to persons not resident
in the United Kingdom may be affected by the laws of the
jurisdiction of residence of those persons. Persons who are not
resident in the United Kingdom should inform themselves about and
observe any applicable requirements.
8. Bidco reserves the right, subject to the prior consent of the
Panel, to implement the Acquisition by way of a Takeover Offer. In
such event, the Takeover Offer will be implemented on the same
terms, so far as applicable, as those which would apply to the
Scheme, subject to appropriate amendments to reflect the change in
acquisition method.
9. The Acquisition is governed by English law and is subject to
the jurisdiction of the English courts and to the Conditions and
further terms set out in this Appendix I to this Announcement and
those terms which will be set out in the Scheme Document. The
Acquisition shall be subject to the applicable requirements of the
Code, the Panel, AIM and the FCA.
10. Each of the Conditions shall be regarded as a separate
Condition and shall not be limited by reference to any other
Condition.
11. The Acquisition shall lapse, and shall no longer bind Scheme
Shareholders or Bidco if:
(a) in so far as the Acquisition or any matter arising from or
relating to the Acquisition constitutes a concentration with a
Community dimension within the scope of the Merger Regulation, the
European Commission either initiates proceedings under Article
6(1)(c) of the Merger Regulation or makes a referral to a competent
authority in the United Kingdom under Article 9(1) of the Merger
Regulation and there is then a CMA Phase 2 Reference; or
(b) in so far as the Acquisition or any matter arising from the
Acquisition does not constitute a concentration with a Community
dimension within the scope of the Merger Regulation, the
Acquisition or any matter arising from or relating to the
Acquisition becomes subject to a CMA Phase 2 Reference,
in each case, before the date of the Court Meeting.
Appendix II
Sources of information and bases of calculation
In this Announcement, unless otherwise stated, or the context
otherwise requires, the bases and sources used are set out
below.
1. Unless otherwise stated, financial information relating to
the Panmure Gordon Group has been extracted or derived (without any
adjustment) from Panmure Gordon's unaudited results for the six
month financial period ended on 30 June 2016 or the Panmure Gordon
Group's audited consolidated financial statements for the financial
year ended on 31 December 2015, as applicable.
2. As at the Last Practicable Date, there were 15,545,473
Panmure Gordon Shares in issue.
3. The International Securities Identification Number for the
Panmure Gordon Shares is GB00B97CW509.
4. The aggregate transaction value of approximately GBP15.5
million has been calculated on the basis of 15,545,473 Panmure
Gordon Shares in issue multiplied by the Scheme Price of 100 pence
per Panmure Gordon Share. This does not take into account the
effect of the vesting and/or exercise of awards and options under
the Panmure Gordon Share Schemes prior to the Scheme becoming
Effective.
5. The number of Scheme Shares entitled to be voted at the Court
Meeting is 8,794,073 and has been calculated by subtracting the
6,751,400 Panmure Gordon Shares held by QInvest from the 15,545,473
Panmure Gordon Shares in issue as at the Last Practicable Date.
6. Unless otherwise stated, all prices and closing prices for
Panmure Gordon Shares are closing middle market quotations derived
from the Daily Official List, save that the volume weighted average
price of a Panmure Gordon Share has been derived from data provided
by Bloomberg.
Appendix III
Details on Bidco and the Bidco Shares
Information on Bidco
Bidco is a private company limited by shares, incorporated on 31
January 2017 under the laws of England and Wales for the purpose of
implementing the Transaction. Bidco has not traded since the date
of its incorporation and has not entered into any obligations,
other than in connection with the Transaction. Bidco is owned and
controlled by QInvest and by a fund managed by Atlas.
Information on the Bidco Shares
1. Bidco Share capital
(a) The share capital of Bidco comprises ordinary shares of
GBP0.01 each ("Bidco Shares").
(b) The rights attaching to the Bidco Shares are set out in section 2 below.
(c) Bidco has power to issue redeemable shares and, subject to
the Companies Act 2006, to purchase its own shares.
2. Bidco Shares
The Bidco Shares have the following rights:
(a) Voting
Save as set out below, the Bidco Shares entitle their holders to
receive notice of, attend and vote at all general meetings of
Bidco. On a poll each Bidco Share has one vote attached to it.
(b) Dividends and distributions
The Bidco Shares confer the right to dividends declared and
other distributions made by Bidco.
(c) Return of capital
The Bidco Shares entitle their holders to receive repayment of
all sums paid up or credited as paid up on the Bidco Shares held by
them and to participate in any other distributions made by Bidco in
the context of a winding up.
(d) Transfers
Transfers of Bidco Shares are subject to the restrictions set
out in section 3 below.
(e) Variation of rights
Section 4 below applies.
(f) Pari passu rights
All Bidco Shares rank pari passu with one another, save in
respect of the right to appoint a member of the Bidco Board and the
Panmure Gordon Board (described in paragraph 9 below), and the
right to information (described in paragraph 11 below).
3. Transfer of Bidco Shares
(a) General restrictions on transfers
Transfers of Bidco Shares are subject to rights of pre-emption,
except in the case of transfers to permitted transferees (see
section 3(b) below) and transfers pursuant to the drag along rights
(see section 3(d) below). Unless otherwise agreed by Bidco
Shareholders representing not less than 75 per cent. of the voting
rights related to Bidco Shares (a Qualified Majority), no transfer
or other dealing in any Bidco Share is permitted.
(b) Permitted transfers
Bidco Shareholders are permitted to transfer shares to their
Affiliates (being, in summary, companies within their group),
subject to any required regulatory clearances being received.
Where Bidco Shares have been transferred to a permitted
transferee and that transferee ceases to be a person who would be a
permitted transferee of the transferor, the transferee will be
required to transfer those Bidco Shares as set out in the
Shareholders' Agreement.
(c) Pre-emption on transfer
Bidco Shareholders have a right of pre-emption in relation to
the transfer of Bidco Shares to persons other than permitted
transferees. Any such transfer shall also be subject to receipt of
any required regulatory clearances, and receipt of consent from a
Qualified Majority as to the proposed sale price and the identity
of the third party purchaser.
(d) Tag along rights
Where a Bidco Shareholder sells Bidco Shares representing more
than 10 per cent. of the Bidco Shares in issue at the relevant time
to a third party and another Shareholder declines to take up its
pre-emption right in relation to that transfer, it may elect to
sell all of its Bidco Shares to the third party purchaser at the
same price and otherwise on no less favourable terms than those
agreed by the selling Bidco Shareholder with such third party
purchaser.
(e) Drag along rights
In the event that Atlas has agreed to sell its Bidco Shares to a
third party purchaser, Atlas shall have the option to require all
(but not some only) of the other Bidco Shareholders to transfer all
(but not some only) of their Bidco Shares to such third party
purchaser at the same price as the sale to such third party
purchaser.
4. Variation of rights
No variation of the rights attaching to Bidco Shares is to be
effective without the approval in writing of Bidco Shareholders
representing not less than 95 per cent. of the voting rights
related to Bidco Shares (Super Majority Approval).
5. Issue of further shares
Bidco may not issue any additional Bidco Shares (other than
shares issued pursuant to any long term incentive plan approved by
a Qualified Majority, or shares issued in a fundraising in which
all Bidco Shareholders are invited to participate pro rata) without
approval of a Qualified Majority.
6. Committed Equity Line
Bidco Shareholders will be required to commit to provide
funding, in a form to be agreed between Atlas and QInvest, up to a
maximum aggregate amount of GBP6.9 million (Committed Equity Line).
Any call on Bidco Shareholders to utilise the Committed Equity Line
requires the approval of a Qualified Majority, and would be made on
a pro rata basis among all Bidco Shareholders. Failure by a Bidco
Shareholder to provide funding pursuant to a call on the Committed
Equity Line will be an event of default under the Shareholders'
Agreement which may result the defaulting Bidco Shareholder being
disenfranchised, or being required to sell its Bidco Shares at a
discount to fair value, or being subject to a discount of 15 per
cent. on the sale proceeds it would otherwise be entitled to
receive on an exit event.
7. Reserved matters
(a) Qualified Majority approval matters
A number of matters to be carried out by Bidco or Panmure Gordon
following the Scheme becoming Effective require the approval of a
Qualified Majority. Such matters include:
-- The adoption of the business plan for the Bidco group and the
annual budget for the Bidco group and material variations to or
departures from the annual budget.
-- Making any material changes in the nature, geographical area
or scope of the business of the Bidco group.
-- Entering into any material acquisitions or disposals.
-- The appointment or removal of senior employees.
-- Incurring indebtedness above GBP250,000 in aggregate, subject to certain exceptions.
-- The creation of charges or other security over Bidco group assets.
-- Utilisation of the Committed Equity Line.
-- Entry into, termination or variation of any agreements
between any member of the Bidco group on the one hand and any
shareholder on the other hand (subject to certain agreements
entered into in connection with the Acquisition and the Committed
Equity Line).
-- An IPO of shares in the Bidco.
(b) Super Majority Approval matters
A number of matters to be carried out by Bidco or Panmure Gordon
following the Scheme becoming Effective require Super Majority
Approval. Such matters are:
-- Any alteration to any rights attaching to Bidco Shares.
-- The redemption or purchase of any Shares, other than on a pro
rata basis among Shareholders according to their respective
Shareholdings.
-- Passing a resolution for a winding up.
8. General meetings
Subject to the provisions of the Companies Act 2006, a general
meeting shall be called by not less than 14 clear days' notice in
writing. The notice must specify the place, day and time of the
meeting and the general nature of the business to be transacted.
Each Bidco Shareholder shall be entitled to receive notice of
general meetings of Bidco. Each Bidco director shall be entitled to
attend and speak at any general meeting.
9. Directors
Bidco
The Bidco board will comprise no less than two and no more than
eight directors:
-- Atlas shall have the right to appoint and maintain in office three directors;
-- QInvest shall have the right to appoint and maintain in office two directors; and
-- Any particular Bidco Shareholder who holds 6.5 per cent. or
more of the Bidco Shares from time to time shall have the right to
appoint and maintain in office one director to the board of
Bidco,
and, should a Qualified Majority so agree, the CEO and Chairman
of Panmure Gordon may also be appointed as directors to the Bidco
board, (in addition to acting as directors of Panmure Gordon).
Panmure Gordon
The board of Panmure Gordon will comprise no less than two and
no more than nine directors, and:
-- Atlas shall have the right to appoint and maintain in office three directors;
-- QInvest shall have the right to appoint and maintain in office three directors; and
-- Any particular Bidco Shareholder who holds 6.5 per cent. or
more of the Bidco Shares from time to time shall have the right to
appoint and maintain in office one director to the board of Panmure
Gordon,
and Atlas shall also be entitled to appoint to the Panmure
Gordon board, in addition, two directors who will act as the CEO
and the Chairman of Panmure Gordon respectively. Such appointments
of the CEO and Chairman shall be subject to the prior consent of
QInvest (such consent not to be unreasonably withheld or
delayed).
10. Voting rights
In the Shareholders' Agreement, QInvest and Atlas have agreed
that QInvest will confer on Atlas the right to exercise the voting
rights attaching to such number of Bidco Shares held by QInvest as
will ensure that, when added to the voting rights attaching to the
Bidco Shares held by Atlas from to time, Atlas will control a
majority of the voting rights attaching to Bidco Shares (save in
certain circumstances).
11. Information rights
Any particular Bidco Shareholder who holds 6.5 per cent. or more
of the Bidco Shares shall have the right to receive certain
financial and other information relating to Bidco and Panmure
Gordon in accordance with the terms of the Shareholders' Agreement.
Individual Bidco Shareholders who hold less than 6.5 per cent. of
the Bidco Shares shall only have the right to receive the audited
financial statements of Bidco.
12. Exit
Under the Shareholders' Agreement, the Bidco Shareholders shall
use reasonable endeavours to facilitate an exit by way of a sale or
IPO (Exit) on terms acceptable to a Qualified Majority by no later
than the fifth anniversary of the Effective Date. Following the
third anniversary of the Effective Date, if no Exit has occurred by
that time, either of Atlas or QInvest may request that an Exit
process is initiated. If Atlas does not wish to participate in that
process, it will negotiate with QInvest the terms on which it will
buy out QInvest. Where the terms of any proposed sale are agreed
with a third party, Atlas has a right of first refusal to acquire
the Bidco Shares held by other Bidco Shareholders on the terms
agreed with the third party. Subject to the above, no pre-emption
rights apply on a sale pursuant to an Exit process.
Appendix IV
Risk factors connected to the Bidco Shares
1. Bidco will be controlled by Atlas, which will control a
majority of voting rights over the Bidco Shares and whose
appointees to the board of directors of Bidco will control a
majority of the votes at meetings of the Bidco board of
directors.
2. Save with the consent of Atlas and QInvest, Bidco Shares will
not be transferable except in extremely limited circumstances.
3. It is not anticipated that any Bidco Shareholder will be able
to realise their investment in Bidco until such time as Bidco
realises its investment in Panmure Gordon. This is not currently
anticipated to be for a minimum period of three years, and may not
occur for a significantly longer period.
4. The Bidco Shares are not listed, and there is no intention
for application to be made for the Bidco Shares to be listed or
dealt in, on any stock exchange. There is not currently, nor is
there expected be, any market in Bidco Shares. It is not the
current intention of Bidco to offer any trading facility for Bidco
Shares.
5. Bidco Shareholders will not be afforded the same level of
protections and disclosure of information that they currently
benefit from as shareholders in Panmure Gordon as a company whose
shares are admitted to trading on AIM, as Bidco will not be subject
to the disclosure, corporate governance and shareholder protection
requirements of any recognised investment exchange.
6. It is not the current intention of Atlas or QInvest for Bidco to pay any dividends.
7. Under the terms of the Bid Conduct Agreement, Atlas has
agreed to provide funding to Bidco which is sufficient to pay to
Scheme Shareholders the Scheme Price in respect of all Scheme
Shares (including Scheme Shares which may be issued in respect of
options or awards which become exercisable under the Panmure Gordon
Share Schemes as a result of the Scheme (Additional Options
Shares). All Bidco Shareholders other than Atlas (including QInvest
and each Electing Scheme Shareholder) will be requested, following
the Scheme becoming Effective, to contribute their pro rata share
of the Cash Consideration incurred by Bidco (and provided by Atlas)
in relation to the Additional Options Shares. In return for such
contribution, Atlas and such contributing Bidco Shareholders will
be issued with additional Bidco Shares. Any Bidco Shareholder who
does not contribute their pro rata share of such costs will suffer
a dilution of their holding of Bidco Shares in the period following
the Scheme becoming Effective.
8. Under the terms of the Shareholders' Agreement, all Bidco
Shareholders (including eligible Scheme Shareholders who validly
elect for the Bidco Unlisted Share Alternative) will be required to
commit to provide their pro rata share of any additional funding
required under the Committed Equity Line referred to in the
Shareholders' Agreement, if required by the Board (with the
approval a Qualified Majority). If Bidco Shareholders do not fund
their pro rata share of the Committed Equity Line when required,
this will be an event of default under the Shareholders' Agreement
and they will face dilution of their interest in Bidco. In
addition, under the provisions of the Shareholders' Agreement, the
defaulting Shareholder may be disenfranchised, or be required to
sell its Shares at a discount to fair value, or be subject to a
discount of 15 per cent. on the sale proceeds it would otherwise be
entitled to receive on an exit event.
9. Individual Bidco Shareholders who hold less than 6.5 per
cent. of the Bidco Shares will not have a right to appoint a
director of Panmure Gordon, and, subject to any rights conferred on
them by applicable law, will not be entitled to receive financial
or other information relating to Bidco or Panmure Gordon other than
the audited financial statements of Bidco.
10. Bidco Shareholders will not enjoy any minority protections
or other rights save for those rights reflected in Appendix II to
this Announcement or as described in the Scheme Document and for
those rights conferred by applicable law.
11. Atlas and QInvest will between them hold more than 75 per
cent. of the voting rights attaching to the Bidco Shares, and as
such will be able to pass a Special Resolution without the approval
of any other Bidco Shareholder. Many of the matters in the
Shareholders' Agreement which require the consent of the Bidco
Shareholders may be approved by means of a Special Resolution.
12. The value of the Bidco Shares will be subject to the same
market and trading risks as are faced by Panmure Gordon currently,
including the risk in the trading performance of Panmure Gordon,
including but not limited to a challenging macro-economic
environment, with resultant market volatility impacting on Panmure
Gordon's business.
13. Bidco Shareholders may be required in the future to sell
their Bidco Shares under the terms of a "drag along" provision in
the Shareholders' Agreement.
Appendix V
Irrevocable Undertakings
Independent Panmure Gordon Directors' Irrevocable
Undertakings
The following Independent Panmure Gordon Directors have given an
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) in
relation to the following Panmure Gordon Shares, in which they or
their family members are beneficially interested:
Approximate percentage
Approximate of Scheme Shares
Number of percentage of (i.e. those Panmure
Panmure Gordon Panmure Gordon's Gordon Shares
Shares in issued share entitled to vote
respect of capital at the at the Court Meeting)
which undertaking Last Practicable at the Last Practicable
Name is given Date Date
Lesley
Watkins 13,000 0.08 0.15
Patric
Johnson 7,700 0.05 0.09
Totals 20,700 0.13 0.24
These irrevocable undertakings will cease to be binding if:
(a) Bidco announces, with the consent of the Takeover Panel,
that it does not intend to make or proceed with the Scheme or the
Takeover Offer;
(b) the Scheme Document or the offer document required to be
published in connection with the Takeover Offer (as the case may
be) has not been posted within 28 days of the date of this
Announcement (or within such longer period as Bidco and Panmure
Gordon, with the consent of the Panel, determine);
(c) 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
(d) the Acquisition lapses or is withdrawn in accordance with its terms.
Panmure Gordon Shareholders' Irrevocable Undertakings
Further, certain other Panmure Gordon Shareholders have given an
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) in
relation to the following Panmure Gordon Shares:
Approximate
percentage
of Scheme
Shares (i.e.
those Panmure
Approximate Gordon Shares
percentage entitled
Number of of Panmure to vote at
Panmure Gordon Gordon's issued the Court
Shares in share capital Meeting)
respect of at the Last at the Last
which undertaking Practicable Practicable
Name is given Date Date
Church House
Investments
Limited 500,000 3.22 5.69
EFG Hermes
Regional Investments
Ltd. 717,300 4.61 8.16
WMG Asia Assets
Limited 1,405,100 9.04 15.98
Totals 2,622,400 16.87 29.82
These irrevocable undertakings (other than that given by WMG
Asia Assets Limited) will cease to be binding if:
(a) Bidco announces, with the consent of the Takeover Panel,
that it does not intend to make or proceed with the Scheme or the
Takeover Offer;
(b) the Scheme Document or the offer document required to be
published in connection with the Takeover Offer (as the case may
be) has not been posted within 28 days of the date of this
Announcement (or within such longer period as Bidco and Panmure
Gordon, with the consent of the Panel, determine);
(c) 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;
(d) 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
(d) the Acquisition lapses or is withdrawn in accordance with its terms.
The irrevocable undertaking given by WMG Asia Assets Limited
will cease to be binding if:
(a) the Scheme Document has not been posted within 28 days of
the date of this Announcement;
(b) 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
(c) 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
(d) if WMG Asia Assets Limited is required to withdraw the
undertaking by any court of competent jurisdiction or a competent
regulator.
Under each of these Irrevocable Undertakings (other than that
given by WMG Asia Assets Limited), the Panmure Gordon Shareholder
has undertaken to accept the Cash Consideration in respect of the
relevant Scheme Shares the subject of the undertaking.
Bidco has also received an irrevocable undertaking from QInvest
to vote in favour of the Resolution to be proposed at the General
Meeting in respect of a total of 6,751,400 Panmure Gordon Shares,
representing approximately 43.43 per cent. of the share capital of
Panmure Gordon in issue on the Last Practicable Date.
Appendix VI
Definitions
"Acquisition" the proposed recommended all-cash
acquisition by Bidco of the
entire issued and to be issued
share capital of Panmure Gordon,
other than the Excluded Shares,
to be effected by means of
the Scheme, on the terms and
subject to the conditions set
out in this Announcement and
to be set out in the Scheme
Document (or the Takeover Offer,
under certain circumstances
as described in this Announcement)
"Atlas" means Atlas Merchant Capital
LLC
"AIM" means AIM, the market of that
name operated by the London
Stock Exchange
"Announcement" means this Announcement made
pursuant to Rule 2.7 of the
Code, including its Appendices
"Authorisations" regulatory authorisations,
orders, recognitions, grants,
consents, clearances, confirmations,
certificates, licences, permissions
or approvals
"Bidco" Ellsworthy Limited, a company
incorporated in England and
Wales with registered number
10593768
"Bidco Board" the board of directors of Bidco
"Bid Conduct Agreement" the agreement dated 17 March
2017 between Atlas, QInvest
and Bidco in relation to the
funding of Bidco and the issue
of Bidco Shares to QInvest
and Atlas
"Bidco Shareholders" the holders of Bidco Shares
"Bidco Shares" ordinary shares of GBP0.01
each in the capital of Bidco
"Bidco Unlisted Share the alternative whereby eligible
Alternative" Scheme Shareholders (other
than Scheme Shareholders resident
or located in a Restricted
Jurisdiction) may elect to
receive Bidco Shares instead
of all (but not part only)
of the Cash Consideration to
which they would otherwise
be entitled under the terms
of the Acquisition, in accordance
with the terms and conditions
set out in this Announcement
and the Scheme Document
"Business Day" a day (other than Saturdays,
Sundays and public or bank
holidays in the UK) on which
banks are generally open for
business in the City of London
"Cash Consideration" the cash consideration due
to Scheme Shareholders under
the terms of the Acquisition
"Cash Price" the aggregate cash consideration
payable by Bidco to Scheme
Shareholders under the terms
of the Acquisition
"Closing Price" the middle market price for
a Panmure Gordon Share at the
close of business on the day
to which the price relates,
as derived from the Daily Official
List
"CMA Phase 2 Reference" a reference of the Acquisition
to the chair of the Competition
and Markets Authority for the
constitution of a group under
Schedule 4 to the Enterprise
and Regulatory Reform Act 2013
"Code" the City Code on Takeovers
and Mergers issued from time
to time by the Panel
"Committed Equity the committed equity line relating
Line" to the further funding of Bidco
and Panmure Gordon, which Bidco
Shareholders agree to provide
under the terms of the Shareholders'
Agreement
"Companies Act" the Companies Act 2006
"Conditions" the conditions of the Acquisition
(including the Scheme) set
out in Part A of Appendix I
to this Announcement and to
be set out in the Scheme Document
"Co-Operation Agreement" the agreement dated 17 March
2017 between Panmure Gordon
and Bidco in relation to their
co-operation in relation to
certain matters relating to
the Acquisition
"Court" the High Court of Justice,
Chancery Division (Companies
Court) in England and Wales
"Court Meeting" the meeting(s) of the Scheme
Shareholders to be convened
by order of the Court pursuant
to section 896 of the Companies
Act for the purpose of considering,
and if thought fit, approving
the Scheme (with or without
amendment) and any adjournment
thereof
"Daily Official List" the AIM appendix of the daily
official list of the London
Stock Exchange
"Disclosed" information disclosed by or
on behalf of any member of
the Panmure Gordon Group: (i)
in this Announcement; (ii)
in any announcement to a Regulatory
Information Service made by
or on behalf of Panmure Gordon
following 30 June 2016 and
before 5.00 p.m. on the Business
Day immediately preceding the
date of this Announcement;
(iii) in Panmure Gordon's unaudited
results for the six month financial
period ended on 30 June 2016;
or (iv) that has been fairly
disclosed to Bidco or its directors,
officers, employees or advisers
in writing before 5.00 p.m.
on the Business Day immediately
preceding the date of this
Announcement
"Effective" the Scheme having become effective
in accordance with its terms,
upon delivery of the Scheme
Court Order to the Registrar
of Companies
"Effective Date" the date upon which the Scheme
becomes Effective
"Electing Scheme Scheme Shareholders who validly
Shareholders" elect for the Bidco Unlisted
Share Alternative
"Exchange Ratio" the ratio according to which
Bidco Shares will be issued
in consideration for Scheme
Shares in respect of which
a valid election is made for
the Bidco Unlisted Share Alternative,
being 0.518411 Bidco Shares
for each Scheme Share
"Excluded Shares" any Panmure Gordon Shares held,
directly or indirectly, by
any member of the Wider Joint
Bidder Groups
"FCA" means the UK Financial Conduct
Authority
"Forms of Election" the forms of election for use
by Scheme Shareholders electing
for the Bidco Unlisted Share
Alternative which will accompany
the Scheme Document
"Forms of Proxy" the forms of proxy for use
at the Court Meeting and at
the Panmure Gordon General
Meeting which will accompany
the Scheme Document
"FSMA" the Financial Services and
Markets Act 2000, as amended
"Grant Thornton" Grant Thornton UK LLP, financial
adviser to Panmure Gordon under
Rule 3 of the Code
"Hopton Advisers" Hopton Advisers LLP, financial
adviser to Bidco
"Independent Panmure the Panmure Gordon Directors
Gordon Directors" excluding Michael Katounas,
Dr Ataf Ahmed and Tamim Al-Kawari
"Last Practicable 16 March 2017, being the last
Date" practicable date prior to the
publication of this Announcement
"London Stock Exchange" London Stock Exchange plc
or "LSE"
"Long Stop Date" 31 August 2017, or such later
date (if any) as may be agreed
by Bidco and Panmure Gordon
(with the consent of the Panel)
and the approval of the Court
(if such approval is required)
"Market Abuse Regulation" Market Abuse Regulation 596/2014
of the European Parliament
and of the Council, which came
into force in the United Kingdom
on 3 July 2016
"MENA" Middle East and North Africa
"Merger Regulation" Council Regulation (EC) No.
139/2004
"Offer Period" in relation to Panmure Gordon,
has the meaning given to it
in the Code, which period commenced
on the date of this Announcement
"Opening Position has the meaning given to it
Disclosure" in Rule 8 of the Code
"Panel" the Panel on Takeovers and
Mergers
"Panmure Gordon" Panmure Gordon & Co. plc, a
company incorporated in England
and Wales with registered number
2700769
"Panmure Gordon Board" the board of directors of Panmure
Gordon
"Panmure Gordon Directors" the directors of Panmure Gordon
at the date of this Announcement,
being Patric Johnson, Andrew
Adcock, Dr Ataf Ahmed, Lesley
Watkins, Michael Katounas,
Steven Baldwin and Tamim Al-Kawari.
"Panmure Gordon General the general meeting of Panmure
Meeting" Gordon Shareholders (including
any adjournment thereof) to
be convened in connection with
the Scheme, notice of which
will be set out in the Scheme
Document
"Panmure Gordon Group" Panmure Gordon and its subsidiaries
and subsidiary undertakings
"Panmure Gordon Meetings" the Court Meeting and the Panmure
Gordon General Meeting
"Panmure Gordon Share" an ordinary share of 4 pence
in the capital of Panmure Gordon
"Panmure Gordon Shareholders" the holders of Panmure Gordon
Shares from time to time
"Panmure Gordon Share the:
Schemes" (a) Panmure Gordon Performance
Share Plan;
(b) Panmure Gordon 2005 Employee
Share Option Plan; and
(c) Panmure Gordon Approved
Share Option Plan
"Registrar of Companies" the Registrar of Companies
in England and Wales
"Regulatory Information a service approved by the London
Service" Stock Exchange for the distribution
to the public of announcements
and included within the list
maintained on the London Stock
Exchange's website
"Relevant Authority" has the meaning given to it
in paragraph 2(b) of Appendix
I to this Announcement
"Resolution" a special resolution in connection
with the implementation of
the Scheme to be proposed at
the Panmure Gordon General
Meeting and voted on by Panmure
Gordon Shareholders
"Restricted Jurisdiction" any jurisdiction where local
laws or regulations may result
in a significant risk of civil,
regulatory or criminal exposure
if the information concerning
the Acquisition is sent or
made available to Panmure Gordon
Shareholders in that jurisdiction
"QInvest" means QInvest LLC, authorised
by the Qatar Financial Centre
Regulatory Authority under
registered number 00048
"Scheme" the proposed scheme of arrangement
under Part 26 of the Companies
Act between Panmure Gordon
and the Scheme Shareholders
to implement the Acquisition
with or subject to any modification,
addition or condition which
Bidco and Panmure Gordon may
agree and, if required, the
Court may approve or impose
"Scheme Court Hearing" the hearing of the Court to
sanction the Scheme under section
899 of the Companies Act
"Scheme Court Order" the order of the Court sanctioning
the Scheme under section 899
of the Companies Act
"Scheme Document" the document to be despatched
to (among others) Panmure Gordon
Shareholders including, among
other things, details of the
Scheme required by section
897 of the Companies Act, the
full terms and conditions of
the Scheme and the notices
of the Panmure Gordon Meetings
"Scheme Price" 100 pence in cash for each
Scheme Share
"Scheme Record Time" the time and date to be specified
as such in the Scheme Document
or such later time and/or date
as Bidco and Panmure Gordon
may agree
"Scheme Shareholders" holders of Scheme Shares
"Scheme Shares" (a) the Panmure Gordon Shares
in issue at the date of the
Scheme Document;
(b) any Panmure Gordon Shares
issued after the date of the
Scheme Document and before
the Voting Record Time; and
(c) any Panmure Gordon Shares
issued at or after the Voting
Record Time and before the
Scheme Record Time in respect
of which the original or any
subsequent holders thereof
are, or shall have agreed in
writing to be, bound by the
Scheme,
in each case which remain in
issue at the Scheme Record
Time and excluding the Excluded
Shares
"Share Exchange" the sale by QInvest and purchase
by Bidco of 6,751,400 Panmure
Gordon Shares owned by QInvest,
to be effected at the Effective
Date
"Share Exchange Agreement" the agreement dated 17 March
2017 between Bidco, Atlas and
QInvest in relation to the
Share Exchange
"Shareholders' Agreement" the agreement dated 17 March
2017 between Atlas and QInvest
relating to the management
and operation of Bidco, to
which Electing Scheme Shareholders
will be required to adhere
to and be legally bound by,
such adherence to be effected
by means of a deed of adherence
which will be executed on behalf
of Electing Scheme Shareholders
pursuant to a power of attorney
to be contained within the
Form of Election
"Significant Interest" in relation to an undertaking,
a direct or indirect interest
of 20 per cent. or more of
(i) the total voting rights
conferred by the equity share
capital (as defined in section
548 of the Companies Act) of
such undertaking or (ii) the
relevant partnership interest
"Takeover Offer" should the Acquisition be implemented
by way of a takeover offer
as defined in Chapter 3 of
Part 28 of the Companies Act,
the recommended offer to be
made by or on behalf of Bidco
to acquire the entire issued
and to be issued share capital
of Panmure Gordon (excluding
the Excluded Shares) and, where
the context requires, any subsequent
revision, variation, extension
or renewal of such offer and
includes any election available
thereunder
"Third Party" each of a central bank, government
or governmental, quasi-governmental,
supranational, statutory, regulatory,
environmental, administrative,
fiscal or investigative body
or court having jurisdiction
in relation to any member of
the Wider Panmure Gordon Group
in any jurisdiction
"Transaction" the Acquisition together with
the Share Exchange
"UK" or "United Kingdom" the United Kingdom of Great
Britain and Northern Ireland
"US Exchange Act" the US Securities Exchange
Act of 1934, as amended from
time to time
"US Securities Act" the US Securities Act of 1933,
as amended from time to time
"US Person" a US person as defined under
Regulation S (promulgated under
the US Securities Act) including,
but not limited to, any natural
person in the United States
"Voting Record Time" the date and time specified
in the Scheme Document by reference
to which entitlement to vote
at the Court Meeting and the
Panmure Gordon General Meeting
will be determined, expected
to be 6:00 p.m. on the day
which is two days before the
date of the Court Meeting or,
if the Court Meeting is adjourned,
6:00 p.m. on the day which
is two days before the date
of such adjourned meeting
"Wider Atlas Group" Atlas, funds managed by Atlas,
and their respective subsidiaries,
subsidiary undertakings, parent
undertakings, holding companies
and their respective subsidiaries
and subsidiary undertakings,
and any other body corporate,
partnership, joint venture
or person in which Atlas and
all such undertakings (aggregating
their interests) have a Significant
Interest
"Wider Joint Bidder the Wider Atlas Group and the
Groups" Wider QInvest Group
"Wider QInvest Group" QInvest and its subsidiaries,
subsidiary undertakings, parent
undertakings, holding companies
and their respective subsidiaries
and subsidiary undertakings
and any other body corporate,
partnership, joint venture
or person in which QInvest
and all such undertakings (aggregating
their interests) have a Significant
Interest
"Wider Panmure Gordon Panmure Gordon and its subsidiaries
Group" and subsidiary undertakings,
and any other body corporate,
partnership, joint venture
or person in which Panmure
Gordon and all such undertakings
(aggregating their interests)
have a Significant Interest
For the purposes of this Announcement, "subsidiary", "subsidiary
undertaking", "parent undertaking", "undertaking" and have the
respective meanings given thereto by the Companies Act.
All references to "pounds", "pounds Sterling", "Sterling",
"GBP", "pence", "penny" and "p" are to the lawful currency of the
United Kingdom.
All the times and/or dates referred to in this Announcement are
to those times and/or dates in London, United Kingdom, unless
otherwise stated.
References to the singular include the plural and vice
versa.
This information is provided by RNS
The company news service from the London Stock Exchange
END
ACQSFLSMWFWSELD
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March 17, 2017 03:00 ET (07:00 GMT)
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