finnCap Group PLC Conclusion of discussions with Panmure Gordon (5550H)
25 November 2022 - 4:05AM
UK Regulatory
TIDMFCAP TIDMTTM
RNS Number : 5550H
finnCap Group PLC
24 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF THAT JURISDICTION.
THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF
THE UNITED KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE
"CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION
TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK
DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT)
REGULATIONS (SI 2019/310) ("UK MAR").
24 November 2022
finnCap Group PLC ("finnCap")
Panmure Gordon Group Limited ("Panmure Gordon")
Conclusion of discussions between Panmure Gordon and finnCap
On 18 October 2022, finnCap announced, following speculation,
that it had received indicative non-binding proposals from Panmure
Gordon regarding a possible combination of the two companies and
that early-stage discussions in this regard were ongoing.
As a result of initial discussions, the boards of directors of
both finnCap and Panmure Gordon believed that there was sufficient
cultural fit and strategic and commercial logic to merit examining
a combination of the two businesses. However, following further
discussions and in light of each company's strengths as independent
entities, each board has concluded that it is not possible to find
mutually acceptable terms or structure for such a combination.
Today, the parties have agreed to end these discussions.
Both Panmure Gordon and finnCap look forward to continuing to
serve their respective clients as independent businesses.
finnCap will provide its interim financial statements for the
period to 30 September 2022 in mid-December 2022, which will set
out its financial position and prospects for the remainder of the
financial year.
Panmure Gordon confirms that it does not intend to make an offer
for finnCap and accordingly will be bound by the restrictions
contained in Rule 2.8 of the Code. Under the provisions of that
rule, Panmure Gordon reserves the right to make or participate in
an offer for finnCap (and/or take any other actions which would
otherwise be restricted under Rule 2.8 of the Code) within the next
six months following the date of this announcement:
a) with the agreement of the board of directors of finnCap;
b) following the announcement of a firm intention to make an
offer for finnCap by or on behalf of a third party;
c) following the announcement by finnCap of a Rule 9 waiver
proposal (as described in Note 1 of the Notes on Dispensations from
Rule 9 of the Takeover Code) or a reverse takeover (as defined in
the Code); or
d) where the Panel on Takeovers and Mergers has determined that
there has been a material change of circumstances.
Panmure Gordon and finnCap have both consented to the release of
this announcement.
Contacts
finnCap Group plc Tel: +44 (0) 20 7220 0500
John Farrugia, Chief Executive Officer investor.relations@finncap.com
Richard Snow, Chief Financial Officer
Smith Square Partners (Financial Tel: +44 (0)20 3696 7260
Adviser to finnCap)
Toby Rolls / Paul Staples
Grant Thornton (Nominated Adviser Tel: +44 (0) 20 7383 5100
to finnCap)
Philip Secrett / Samantha Harrison
/ George Grainger
Oberon Capital (Joint Broker to finnCap) Tel: +44 (0) 20 3179 5344
Mike Seabrook
finnCap Ltd (Joint Broker to finnCap) Tel: +44 (0) 20 7220 0500
Rhys Williams / Tim Redfern
Hudson Sandler (PR Adviser to finnCap) Tel: +44 (0) 20 7796 4133
Dan de Belder / Rebekah Chapman
Panmure Gordon Group Limited Tel: +44 (0) 20 7886 2500
Matt Press
Smith Square Partners LLP, which is authorised and regulated by
the Financial Conduct Authority in the United Kingdom, is acting
exclusively for finnCap and for no one else in connection with the
subject matter of this announcement and will not be responsible to
anyone other than finnCap for providing the protections afforded to
its clients or for providing advice in connection with the subject
matter of this announcement.
Grant Thornton UK LLP is authorised and regulated in the United
Kingdom by the Financial Conduct Authority and is acting as
nominated adviser for finnCap and no one else in connection with
the matters set out in this announcement and will not regard any
other person as its client in relation to the matters set out in
this announcement and will not be responsible to anyone other than
finnCap for providing the protections afforded to clients of Grant
Thornton UK LLP or for providing advice in relation to any matter
referred to herein.
END
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