TIDMPMR
RNS Number : 0373C
Ellsworthy Limited
10 April 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
10 April 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")
Disclosure under Rule 2.10(b) of the Code
Capitalised terms used in this announcement and not otherwise
defined herein have the meanings given to them in the announcement
released by Panmure Gordon under Rule 2.7 of the Code on 17 March
2017 (the "Rule 2.7 Announcement").
In accordance with Rule 2.10(b) of the Code, Bidco announces
that Northcote (IOM) Limited ("Northcote") has entered into an
irrevocable undertaking in favour of Bidco in respect of its
holding of 725,000 shares in the share capital of Panmure Gordon,
representing approximately 4.66 per cent. of the share capital of
Panmure Gordon in issue on the Last Practicable Date and 8.24 per
cent. of the Scheme Shares entitled to be voted at the Court
Meeting (the "Irrevocable Undertaking"), to vote (or procure the
voting) in favour of the Scheme at the Court Meeting and the
Resolution to be proposed at the Panmure Gordon General Meeting (or
in the event that the Acquisition is implemented by way of a
Takeover Offer, to accept, or procure the acceptance of, the
Takeover Offer).
The Irrevocable Undertaking will cease to be binding if, among
other things:
-- the Scheme or the Takeover Offer (as the case may be) has not
become Effective or been declared unconditional in all respects (as
the case may be) prior to the Long Stop Date; or
-- the Acquisition lapses or is withdrawn in accordance with its
terms (which shall not apply where the Scheme lapses or is
withdrawn solely as a result of QInvest and AMC exercising their
right to implement the Acquisition by way of a Takeover Offer
rather than a Scheme); or
-- a third party announces a firm intention to make a competing
offer for the Company which values the Panmure Gordon Shares at
more than 10 per cent. higher than the value under the Acquisition;
or
-- Northcote is required to withdraw the undertaking by any
court of competent jurisdiction or a competent regulator.
Together with the other irrevocable undertakings received by
Bidco as disclosed in the Rule 2.7 Announcement, Bidco has now
received irrevocable undertakings in respect of aggregate holdings
of 10,119,500 Panmure Gordon Shares, which represents approximately
65.10 per cent. of the share capital of Panmure Gordon in issue on
the Last Practicable Date and 38.30 per cent. of the Scheme Shares
entitled to be voted at the Court Meeting.
A copy of this announcement will be made available on Bidco's
website (www.newsandinformation.co.uk) and Panmure Gordon's website
(www.panmure.com) by no later than 12 noon (London time) on 10
April 2017.
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
Important notices
Hopton Advisers, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting exclusively
as financial adviser to Bidco and no one else in connection with
the matters referred to in this Announcement and will not be
responsible to anyone other than Bidco for providing the
protections afforded to clients of Hopton Advisers nor for
providing advice in relation to the matters referred to in this
Announcement.
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation, inducement or the solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of or
exercise rights in respect of any securities, or the solicitation
of any vote or approval of an offer to buy securities in any
jurisdiction, pursuant to the Acquisition or otherwise nor shall
there be any sale, issuance or transfer of any securities pursuant
to the Acquisition in any jurisdiction in contravention of any
applicable laws.
The Acquisition is intended to be implemented by way of a Scheme
pursuant to the terms of the Scheme Document, which will contain
the full terms and conditions of the Acquisition, including details
of how to vote in respect of the Scheme. Any decision, vote or
other response in respect of the Acquisition should be made only on
the basis of information contained in the Scheme Document. Panmure
Gordon Shareholders are advised to read the formal documentation in
relation to the Acquisition carefully once it has been
dispatched.
This Announcement has been prepared for the purpose of complying
with English law, applicable UK regulations and the Code and the
information disclosed may not be the same as that which would have
been disclosed if this Announcement had been prepared in accordance
with the laws of jurisdictions outside the United Kingdom.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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