Panmure Gordon & Co. plc Scheme of Arrangement Becomes Effective (3942L)
18 July 2017 - 9:18PM
UK Regulatory
TIDMPMR
RNS Number : 3942L
Panmure Gordon & Co. plc
18 July 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE 18 JULY 2017
RECOMMENDED ACQUISITION
of
PANMURE GORDON & CO. PLC
by
ELLSWORTHY LIMITED
SCHEME OF ARRANGEMENT BECOMES EFFECTIVE
Further to the announcement of the sanction of the Scheme by the
Court on 14 July 2017, Panmure Gordon is pleased to announce that,
following the delivery of the Scheme Court Order to the Registrar
of Companies, the Scheme has now become Effective in accordance
with its terms.
Scheme Shareholders on the register at the Scheme Record Time,
being 6.00 p.m. on 17 July 2017, will receive 100 pence in cash for
each Scheme Share held, unless they have validly elected for the
Bidco Unlisted Share Alternative in which case they will be issued
with Bidco Shares. The latest date for payment of the cash
consideration by cheque or through CREST or for dispatch of Bidco
Share certificates is on or by 1 August 2017.
Trading in Panmure Gordon Shares on AIM was suspended with
effect from 7.30 a.m. today. The admission to trading of the
Panmure Gordon Shares on AIM is expected to be cancelled at Panmure
Gordon's request with effect from 7.00 a.m. on 19 July 2017.
As a result of the Scheme having become Effective, share
certificates in respect of Panmure Gordon Shares have ceased to be
valid and entitlements to Panmure Gordon Shares held within the
CREST system are being cancelled.
Enquiries:
Panmure Gordon & Co. plc
Andrew Adcock, Chairman +44 (0)20 7886
Anne-Marie Palmer, Company Secretary 2500
Grant Thornton UK LLP (Financial
Adviser and Rule 3 Adviser to
Panmure Gordon)
Philip Secrett
Salmaan Khawaja
Jamie Barklem +44 (0)20 7383
Harrison Clarke 5100
Buchanan Communications Limited
(Financial PR adviser to Panmure
Gordon) +44 (0)20 7466
Bobby Morse / Steph Watson 5000
Definitions
Save where otherwise defined herein or where the context
otherwise requires, terms defined in the Scheme Document bear the
same meanings when used in this announcement (the
"Announcement").
Disclaimers
Grant Thornton UK LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Panmure Gordon and the Independent Panmure Gordon
Directors and no one else in connection with the Acquisition and
will not be responsible to anyone other than Panmure Gordon and the
Independent Panmure Gordon Directors for providing the protections
afforded to clients of Grant Thornton, or for providing advice in
relation to the Acquisition, the contents of this Announcement or
any other matter referred to herein.
Publication on websites
A copy of this Announcement will be available free of charge on
Bidco's and Panmure Gordon's websites at
www.newsandinformation.co.uk and
http://www.panmure.com/investor-relations/ respectively, by no
later than 12 noon (London time) on the Business Day following the
date of this Announcement. For the avoidance of doubt, the contents
of those websites are not incorporated into, and do not form part
of, this Announcement.
Disclosure requirements of the Takeover Code
Under Rule 8.3(b) of the Code, any person who is, or becomes,
interested in 1 per cent. or more of any class of relevant
securities of the offeree company or of any securities exchange
offeror must make a Dealing Disclosure if the person deals in any
relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the
dealing concerned and of the person's interests and short positions
in, and rights to subscribe for, any relevant securities of each of
(i) the offeree company and (ii) any securities exchange
offeror(s), save to the extent that these details have previously
been disclosed under Rule 8. A Dealing Disclosure by a person to
whom Rule 8.3(b) applies must be made by no later than 3.30 p.m.
(London time) on the Business Day following the date of the
relevant dealing.
If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire or control an
interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single
person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree
company and by any offeror and Dealing Disclosures must also be
made by the offeree company, by any offeror and by any persons
acting in concert with any of them (see Rules 8.1, 8.2 and
8.4).
Details of the offeree and offeror companies in respect of whose
relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on
the Panel's website at www.thetakeoverpanel.org.uk, including
details of the number of relevant securities in issue, when the
offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44
(0)20 7638 0129 if you are in any doubt as to whether you are
required to make an Opening Position Disclosure or a Dealing
Disclosure.
Capitalised terms under this heading are defined in the Code,
which can also be found on the Panel's website. If you are in any
doubt as to whether or not you are required to make a disclosure
under Rule 8, you should consult the Panel.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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