TIDMPMR
RNS Number : 4789K
Panmure Gordon & Co. plc
07 July 2017
For Immediate Release 7 July 2017
Panmure Gordon & Co. plc
("the Company")
Settlement Agreement
The Company announces that further to the announcement dated 12
April 2017, which set out that Patric Johnson will step down as
Chief Executive Officer upon the Scheme becoming Effective which,
as announced on 30 June 2017, is expected to be 18 July 2017 (the
"Departure Date"), the Company has entered into a settlement
agreement with Mr Johnson for the terms of his departure from the
Company (the "Settlement Agreement").
Mr Johnson will continue to receive his normal salary and
benefits up to the Departure Date. Under the terms of his service
agreement, after a change of control, Mr Johnson would be entitled
to twelve months' notice. The Company's remuneration committee have
decided that Mr Johnson will also receive a discretionary
termination payment of GBP122,700 in recognition of his stewardship
during the past six months.
In accordance with the terms of the Settlement Agreement,
310,910 performance plan options, which were granted to Patric
Johnson in March 2016 and which are due to vest in March 2018 and
March 2019 will lapse upon the Scheme becoming effective, in
accordance with the share plan rules.
Enquiries:
Panmure Gordon & Co. plc +44 (0)20
Anne-Marie Palmer, Company Secretary 7886 2500
Grant Thornton UK LLP (Financial Adviser
and Rule 3 Adviser to Panmure Gordon)
Philip Secrett, Salmaan Khawaja, Jamie +44 (0)20
Barklem, Harrison Clarke 7383 5100
Definitions
Save where otherwise defined herein or where the context
otherwise requires, terms defined in the scheme document dated 12
April 2017, which was sent or otherwise made available to Panmure
Gordon shareholders (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.
Hopton Advisers LLP, which is authorised and regulated in the
United Kingdom by the Financial Conduct Authority, is acting
exclusively for Bidco and no one else in connection with the
Acquisition and will not be responsible to anyone other than Bidco
for providing the protections afforded to clients of Hopton
Advisers, or for providing advice in relation to the Acquisition,
the contents of this Announcement or any other matter referred to
herein.
Further information
This Announcement is for information purposes only and is not
intended to, and does not, constitute or form part of any offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Acquisition or otherwise. The
Acquisition is being made solely by means of the Scheme Document
which contains the full terms and Conditions of the Acquisition.
Any response to 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.
This Announcement has been prepared for the purposes of
complying with 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 and
regulations of any jurisdiction outside the United Kingdom.
The statements contained in this Announcement are made as at the
date of this Announcement, unless some other time is specified in
relation to them, and publication of this Announcement shall not
give rise to any implication that there has been no change in the
facts set out in this Announcement since such date.
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
MSCRRMTTMBMMBRR
(END) Dow Jones Newswires
July 07, 2017 08:15 ET (12:15 GMT)
Panmure Gordon (LSE:PMR)
Historical Stock Chart
From Jun 2024 to Jul 2024
Panmure Gordon (LSE:PMR)
Historical Stock Chart
From Jul 2023 to Jul 2024