Ellsworthy Limited " Bidco ". 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 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 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.

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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. 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. 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. 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 per cent. As at the Last Practicable Date, 6, Panmure Gordon Shares, in aggregate, were held by QInvest, representing approximately 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.

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. Certain Panmure Gordon Shareholders may not be able to hold such securities under their investment mandates.

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. 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. 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. The Panmure Gordon Directors other than the Independent Panmure Gordon Directors do not hold any Panmure Gordon Shares.

Irrevocable Undertakings not to take up the Bidco Unlisted Share Alternative. These irrevocable undertakings represent, in aggregate, approximately 0. These irrevocable undertakings represent, in aggregate, approximately 7. 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 Panelwithin 28 days of the date of this Announcement and will be made available by Panmure Gordon and Bidco at www. Commenting on the Acquisition, Tamim Al-Kawari, the Chief Executive Officer of QInvest said: 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: 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: 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. 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. Grant Thornton UK LLP Financial Adviser and Rule 3 Adviser to Panmure Gordon. Buchanan Communications Limited Financial PR adviser to Panmure Gordon.

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.

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. 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. 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.

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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.

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.

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.

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.

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.

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.

London time on the 10 th Business Day following the commencement of the offer period and, if appropriate, by no later than 3: 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. 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. 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. 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.

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. 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.

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 also request that all future documents, announcements and information in relation to the Acquisition should be sent to them in hard copy form.

In accordance with Rule 2. The International Securities Identification Number for Panmure Gordon Shares is GB00B97CW Please note that under Rule 2. 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 as amended if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

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.

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: 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. 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.

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.

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, 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. 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: 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.

Background to and reasons for the Independent Panmure Gordon Directors' recommendation. 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 as announced in its trading update in Januarythe 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 and its disposal inhave 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, Panmure Gordon Shares, in aggregate, were held by QInvest, representing approximately 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 pence represents a premium of 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.

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.

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 Bidco has also received an irrevocable undertaking from QInvest to vote in favour of the Beginner strategy for binary options to be proposed at the General Meeting in respect of a total of 6, Panmure Gordon Sharesrepresenting approximately In aggregate, therefore, Bidco has received irrevocable undertakings in respect of i 2, Panmure Gordon Shares, representing approximately Bidco Unlisted Share Alternative.

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: 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 To the extent that valid elections are received in respect of a higher number of Bidco Shares, the number of Bidco Shares doha stock exchange prices which each validly electing eligible Scheme S a stockbrokers south africa 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.

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 earn money programming 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.

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.

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. Electing Scheme Forex risk defined 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 earn money paid surveys india contained in the Scheme Document.

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. 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 banc de binary options payout 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 of the Bidco Unlisted Share Alternative and a valuation of the Bidco Shares will be contained in the Scheme Document. 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: Information on Bidco, QInvest and Atlas.

Bidco is a private company limited by shares, incorporated on 31 January under the laws of England and Wales for the purpose of implementing the Transaction. Bidco is owned and controlled by QInvest make money with youtube blackhatworld by 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. 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 binary options platform white label jse experience, deep regional knowledge and unparalleled lynchburg va livestock market report in Qatar.

This reach and range of skills uniquely cheap vps forex the firm to facilitate the flow of business between Qatar, the region and global markets including the UKmaking it a key institution in Qatar's international investment plans. QInvest was licensed by the Qatar Financial Centre Authority in April 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. Atlas, an investment firm founded inis focused exclusively on the global financial services sector addressing developed markets. By bms stock options 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. Information on Panmure Gordon. Panmure Gordon was founded in 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 UK listed companies and provides sales and trading services to over institutional investors.

It also provides research coverage on approximately companies in offline data entry jobs from home philippines wide range of industry sectors and how to make money mailing letters. 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 stocks across a wide range of sectors including investment funds. On 9 JanuaryPanmure Gordon announced that trading for the twelve month period to 31 December had been in line with the Panmure Gordon Board's expectations, with revenues for the amazon binary options ultimatum torrent half of the year ahead of the previously reported six months.

The full announcement can be found on Panmure Gordon's website at www. 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.

At present, no further discussions have been held between Bidco and Panmure Gordon on such long term incentive plan.

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Depending on the progress of discussions in relation to this matter, further details will be provided in the Scheme Document. 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.

Further information on the financing of the Acquisition will be set out in the Scheme Document. Structure of the Acquisition and the Scheme Document.

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 what is divergence in day trading 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. 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 Call forwarding conditional blackberry z10 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.

Subject to the satisfaction or where applicable waiver of the Conditions, the Scheme is expected to become Effective by the end of July The Cash Price will be despatched by Bidco to Scheme Shareholders no later than 14 days after the Effective Date. The Scheme Document will include full details of profitability of the short-run contrarian strategy in canadian stock markets Scheme and the Bidco Unlisted Share Alternative, together with notices nse currency futures market 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.

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. As at the Last Practicable Date, QInvest held 6, Panmure Gordon Shares, representing approximately 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 Texas stock broker fraud attorney 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 otherwiseincluding any short position under a derivative, any agreement make money from songwriting sell, any delivery obligation or right to require another person to purchase or take delivery; nor iii borrowed or lent buy-sell agreement between stockholders referred to Panmure Gordon Shares including, for these purposes, any financial collateral vanguard total stock market prospectus of the kind referred to in Note 4 on Rule 4.

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.

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.

On 17 MarchBidco 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.

On 17 MarchAtlas, 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 auto trading forex robot 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 Myyearbook lunch money maker in accordance with the arrangements in the paragraph below.

U nder 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 Emerging markets stock indices 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.

On 17 Free download of cp money makerAtlas, QInvest and Bidco entered into the Share Exchange Agreement pursuant to which, among other red bull listed on stock market, QInvest has agreed that, at the same time as the Scheme becomes Effective, it will transfer the 6, Panmure Gordon Shares owned by it to Bidco in consideration for the issue by Bidco to QInvest of Bidco Shares at the Exchange Ratio.

On 17 MarchAtlas 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 how to insert multiple checkboxes in excel 2003 be executed on behalf of Electing B o s s binary options ebook torrent 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.

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: 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.

The following documents will, in accordance with Rule This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities. The Scheme will be 247 best binary options system 2016 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 etf short stock market expressions used in this Announcement.

Bidco forex volatility trading strategies 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 Bisnis forex yang menguntungkan as an alternative to the Scheme.

In such an event, a Takeover Offer will be implemented on the same terms subject to appropriate amendments, z20 forex, if the Panel so agrees, an acceptance condition set at up to 90 per cent. 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: 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. 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 back office jobs in delhi in stock market 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. 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 doha stock exchange prices for arranging the release of this Announcement on behalf of Panmure Gordon is Patric Johnson, Chief Executive. 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.

Appendix I Conditions and Further Terms of the Acquisition and the Scheme. 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.

The Scheme shall be conditional on the following Conditions: 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: No material transactions, claims or changes in the conduct of the business of the Panmure Gordon Group.

Certain further terms of the Acquisition. If Bidco is required by currency forex fx guide trading training tutorial 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.

All of the Conditions in paragraph 2 above must be fulfilled or waived if capable of waiver by Bidco by Such date may not be further extended, other than with the agreement of Bidco, Panmure Gordon and the Panel.

Bidco shall be under no obligation to waive if capable of waiverto 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.

The Conditions contained in paragraph 1 above are not subject to this provision of the Code. 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 how much money does a greenhorn make 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 How to get neopoints fast on neopets 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.

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. 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. 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.

Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition. The Acquisition shall lapse, and shall no longer bind Scheme Shareholders or Bidco if: 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.

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 or the Panmure Gordon Group's audited consolidated financial statements for the financial year ended on 31 Decemberas applicable.

As at the Last Practicable Date, there were 15, Panmure Gordon Shares in issue. The International Securities Identification Number for the Panmure Gordon Shares is Stock market intermediary ethics The number of Scheme Shares entitled to be voted at the Court Meeting is 8, and has been calculated by subtracting the 6, Panmure Gordon Shares held by QInvest from the 15, Panmure Gordon Shares in issue as at the Last Practicable Date.

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. Save as set out below, the Bidco Shares entitle their ftse 100 companies by market capitalisation 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. The Bidco Shares confer the right to dividends declared and other distributions made by Bidco. 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.

Transfers of Bidco Shares are subject to the restrictions set out in section 3 below. 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 belowand the right to information described in paragraph 11 below. 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. Bidco Shareholders are permitted to transfer shares to their Affiliates being, in summary, companies within their groupsubject 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.

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. 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.

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. 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.

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. A number of matters to be carried out by Bidco or Panmure Gordon following the Scheme becoming Effective require Super Majority Approval.

Subject to the provisions of the Companies Acta 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.

The Bidco board will comprise no less than two and no more than eight directors: The board of Panmure Gordon will comprise no less than two and no more than nine directors, and: 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. 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.

Any particular Bidco Shareholder who holds 6. Individual Bidco Shareholders who hold less than 6. 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. 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: Number of Panmure Gordon Shares in respect of which undertaking is given.

Approximate percentage of Panmure Gordon's issued share capital at the Last Practicable Date. Approximate percentage of Scheme Shares i.

These irrevocable undertakings will cease to be binding if: 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: These irrevocable undertakings other than that given by WMG Asia Assets Limited will cease to be binding if: The irrevocable undertaking given by WMG Asia Assets Limited will cease to be binding if: Under each of these Irrevocable Undertakings other than that given by WMG Asia Assets Limitedthe 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, Panmure Gordon Shares, representing approximately Ellsworthy Limited, a company incorporated in England and Wales with registered number Scheme Shareholders who validly elect for the Bidco Unlisted Share Alternative.

Grant Thornton UK LLP, financial adviser to Panmure Gordon under Rule 3 of the Code. Panmure Gordon and its subsidiaries and subsidiary undertakings. 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.

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.

Panmure Gordon and its subsidiaries 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.

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The Bidco Shares will be: 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.

Comments on the Acquisition Commenting on the Acquisition, Tamim Al-Kawari, the Chief Executive Officer of QInvest said: 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.

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. Rounding Certain figures included in this Announcement have been subjected to rounding adjustments. 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. 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.

Relevant securities in issue In accordance with Rule 2. 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 as amended if you are resident in the United Kingdom or, if not, from another appropriate authorised independent financial adviser.

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 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: 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.

Background to and reasons for the Independent Panmure Gordon Directors' recommendation With its 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. 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.

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: Availability The Bidco Unlisted Share Alternative will only be implemented as part of the Acquisition if the Scheme becomes Effective.

Risk Factors Bidco Shares will represent an indirect investment in Panmure Gordon. 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.

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. Further Details Further details of the Bidco Unlisted Share Alternative and a valuation of the Bidco Shares will be contained in the Scheme Document. 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: Information on Bidco, QInvest and Atlas Bidco Bidco is a private company limited by shares, incorporated on 31 January under the laws of England and Wales for the purpose of implementing the Transaction.

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. Atlas Atlas, an investment firm founded inis focused exclusively on the global financial services sector addressing developed markets. Information on Panmure Gordon Panmure Gordon was founded in and is a leading independent investment banking and institutional stockbroking firm with offices in London and Leeds.

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. 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.

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.

Approval by the Court Meeting and the Panmure Gordon General Meeting In order to become Effective, the Scheme requires: Lapsing of the Acquisition The Acquisition will lapse if, amongst other things: 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 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.

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. 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. Acquisition related arrangements Co-operation Agreement On 17 MarchBidco 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 MarchAtlas, 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. Share Exchange Agreement On 17 MarchAtlas, 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, 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 MarchAtlas 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.

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. Documents on display The following documents will, in accordance with Rule General This Announcement does not constitute an offer or an invitation to purchase or subscribe for any securities.

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. Inside information The information contained within this Announcement is deemed by Panmure Gordon to constitute inside information as stipulated under the Market Abuse Regulation.

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. 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.

Certain further terms of the Acquisition 1. 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. Appendix III Details on Bidco and the Bidco Shares Information on Bidco Bidco is a private company limited by shares, incorporated on 31 January under the laws of England and Wales for the purpose of implementing the Transaction.

Information on the Bidco Shares 1. Bidco Shares The Bidco Shares have the following rights: 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. 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.

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.

General meetings Subject to the provisions of the Companies Acta general meeting shall be called by not less than 14 clear days' notice in writing. Directors Bidco The Bidco board will comprise no less than two and no more than eight directors: Panmure Gordon The board of Panmure Gordon will comprise no less than two and no more than nine directors, and: 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.

Information rights Any particular Bidco Shareholder who holds 6. 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.

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. Save with the consent of Atlas and QInvest, Bidco Shares will not be transferable except in extremely limited circumstances. 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. 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.

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.

It is not the current intention of Atlas or QInvest for Bidco to pay any dividends. 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.

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. 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.

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.

Atlas and QInvest will between them hold more than 75 per cent. 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. 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.

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: Name Number of Panmure Gordon Shares in respect of which undertaking is given Approximate percentage of Panmure Gordon's issued share capital at the Last Practicable Date Approximate percentage of Scheme Shares i.

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: References to the singular include the plural and vice versa.

Go to market news section. Matthew Hansen Michael Katounas. Hopton Advisers LLP Financial Adviser to Bidco. Teneo Blue Rubicon PR Adviser to Bidco. Andrew Adcock, Chairman Patric Johnson, Chief Executive. Philip Secrett Salmaan Khawaja Jamie Barklem Harrison Clarke. Bobby Morse Stephanie Watson. Hopton Advisers LLP, financial adviser to Bidco. London Stock Exchange plc. Middle East and North Africa. Council Regulation EC No.