PMR: Panmure Gordon & Co.Plc: Final Results

  PMR: Panmure Gordon & Co.Plc: Final Results

UK Regulatory Announcement

LONDON

21 March 2012

                           PANMURE GORDON & CO. PLC

               (“Panmure Gordon”, the “Group” or the “Company”)

           Preliminary results for the year ended 31 December 2012

Panmure Gordon & Co. plc, a leading independent institutional stockbroker and
investment bank, today announces preliminary results for the year ended 31
December 2012.

Financial Highlights

  *Profit before tax of £0.6m for continuing business (2011 loss: £6.3m)
  *20% increase in net commission and fee income to £21.2m (2011: £17.7m)
  *25% increase in total corporate finance fees to £12.2m (2011: £9.8m)
  *15% increase in net commission and trading revenues to £9.1m (2011: £7.9m)
  *7.2% reduction in administrative costs, after restoring bonuses to key
    staff
  *Zero debt and capital comfortably exceeds regulatory requirements
  *EPS from continuing operations of 0.02p per share (2011 loss: 3.9p per
    share)
  *Statutory loss of £3.5m due to losses incurred by discontinued US business
    (2011 loss: £31.5m)

Operational Highlights

  *Appointed new chief executive
  *Exited loss making US business
  *26% increase in client numbers to 96 (2011: 76); since year end the client
    list has grown to 111
  *Completed four IPOs, two of which have won significant industry accolades:
    Snoozebox, IPO of the Year at Grant Thornton Quoted Company Awards;
    WANdisco, Emerging Star at techMARK Awards.
  *Selective hiring across equities, research and investment banking
  *Excellent 2012 Thomson Reuters Extel Mid & Small Cap results: research
    ranked Top 4 in 8 sectors; three salespeople ranked in Top 20 of all UK
    equity sales
  *London head office moved to landmark offices at One New Change

Chief executive Phillip Wale commented:

“2012 was a year of transition and turnaround for Panmure Gordon, which saw a
return to profitability and much improved performance across the business.
Since the year end, we have completed a number of significant corporate
finance transactions, continued to win new mandates and added further to our
growing client list.

“While we expect on-going global economic instability to impact markets, our
financial strength, stability and cost controls, alongside our outstanding
relationship with QInvest, mean we are well placed to take advantage of
further market opportunities as they arise.”

Enquiries:

Panmure Gordon                                  
Ed Warner, Chairman                               020 7886 2500
Phillip Wale, Chief Executive                     020 7886 2500
Nathaniel Webb, Communications Director           07584 172297/020 7886 2886
                                                                             
Capital MSL
Steffan Williams                                  020 7307 5332
Simon Evans                                       020 7307 5330
                                                                             
Grant Thornton Corporate Finance (Nominated
Adviser)
Gerry Beaney/Salmaan Khawaja/Jen Clarke           020 7383 5100

CHAIRMAN’S STATEMENT

I am pleased to report that the year to 31 December 2012 saw Panmure Gordon &
Co deliver a creditable performance, returning our continuing business to
profitability.

The board commenced the year with three clear strategic objectives: to exit
our loss-making US business, which was achieved in the first half; to
diversify revenue generation; and to manage costs appropriately while
strengthening our client franchise.

As a consequence of the uncertain economic backdrop and market instability, we
saw continued consolidation in our industry. As the chief executive’s report
details, this created the opportunity to hire carefully selected talent to
drive revenue growth and diversification.

Panmure Gordon’s ability to connect ideas to capital on a global basis remains
as important today as it was when the firm was first founded. In 2012 we
brought to market a number of dynamic and innovative companies with
international operations that were well received by institutional investors.

The strategic relationship with our major shareholder, QInvest, Qatar’s
leading investment bank, continues to evolve for the benefit of our corporate
clients and through the introduction of new business to the firm.

Representing shareholder interests, the board’s strategy is designed for the
changing market conditions in which we operate. In 2013, we will remain
focused on delivering revenue growth and diversification, careful cost
controls and continued profitability.

As we pursue these financial goals, we are mindful of Panmure Gordon’s
reputation for integrity which is a quality that helps us attract and retain
clients and which is essential to our profitability.

As your board seeks improved cost efficiencies, at our forthcoming Annual
General Meeting we intend to ask shareholders to approve a share capital
reorganisation to reduce the cost to the Company of the substantial number of
very small shareholdings in the Company.

In June, my fellow board members and I were very pleased to welcome new chief
executive, Phillip Wale. Phillip brings with him a wealth of investment
banking experience accumulated through his time at some of the industry’s most
respected names. Under his leadership I am confident of our ability to grow
our business whilst providing the best advice and service to our clients.

As a result of management change at QInvest, Asar Mashkoor and Nader Shenouda
departed the board. Since the period-end, we welcomed new QInvest chief
executive, Tamim Al-Kawari and head of M&A, Caspar Warre, who join Shahzad
Shahbaz as QInvest’s representatives on the board.

Tim Linacre, chairman of investment banking and former chief executive, also
departed the firm in November after many years of dedicated service. We are
grateful to him for his service over so many years.

We wish Tim, Asar and Nader all the best for the future and again thank them
for their contribution to the board and the firm.

Panmure Gordon’s success is built on the hard work, creativity and commitment
of its staff. On behalf of my fellow directors I thank our employees for their
dedication, first and foremost to our clients, and to the firm they have
served so admirably throughout the year.

While we remain cautious about the fragile economic outlook, your board is
pleased with the firm’s much improved performance in 2012 and the steps taken
to ensure the longer term success of the business. As our sector continues to
transform, we see further opportunities to leverage our financial and
operational strength to benefit our clients and shareholders.

Ed Warner
Chairman
20 March 2013

CHIEF EXECUTIVE’S REVIEW

The reporting period was a year of transition and turnaround as we made
Panmure Gordon & Co more efficient and focused.

In challenging markets, Panmure Gordon is now more nimble and innovative,
better placed to take advantage of opportunities as they arise. We are focused
on helping our corporate clients from around the globe raise the capital they
need to grow and providing optimum service to our institutional clients.

Our increasingly international client base, investor appetite for high quality
investment propositions and action taken to reduce costs and improve
operational efficiency, were all critical to our improved performance in 2012.

It is exciting to lead a strong, stable investment bank at a time of rapid
industry change and consolidation. In 2012 our strength and stability enabled
us to attract high quality revenue-generating talent.

During the year, we added experienced investment bankers and salespeople and,
in equities research, expanded our outstanding technology franchise. Our new
hires are linked to the firm’s revenue diversification and growth strategy,
which is critical to the provision of broadened client services and to
increased profitability.

Assisting investment funds and venture capital trusts has always been an
important part of Panmure Gordon’s offering; a key initiative in the reporting
period was the addition of an established and respected investment funds
broking team.

Our clients are the lifeblood of the firm and our new investment funds team
was instrumental in helping us to grow our total number of listed clients by
26% to 96 at year end (2011: 76). Since the period-end, we have continued to
gain new clients, taking our total number of clients to 111 currently and we
look forward to welcoming further clients as 2013 progresses.

In 2012 total corporate finance fees increased 25% to £12.2m (2011: £9.8m),
Among our transactions, we were sole broker on four IPOs, which were well
received by leading institutions. Several of our recent IPOs have since won
prestigious industry awards including Snoozebox, which won IPO of the Year at
this year’s Grant Thornton Quoted Company Awards and WANdisco, awarded
Emerging Star at the techMARK Awards 2012 and was also recognised as Best IPO
and Fundraise of the Year by Shares magazine. Another of our clients, Escher
Group, whose IPO we conducted in 2011, won Best Newcomer at the 2012 AIM
Awards. Whether conducting IPOs, secondary fund raises or cross-border M&A
transactions, Panmure Gordon’s execution excellence on behalf of its clients
was a key profit driver in 2012.

Despite on-going challenges posed by low-volume equity markets, institutional
commission and trading revenues reflected a creditable performance. Revenue of
£9.1m (2011: £7.9m) was 15.2% higher. During the year we also benefited from
gains made on available for sale investments.

As in previous years, our research and sales teams continued to shine in the
Thomson Reuters Extel Awards. We were again ranked in the Top 5 of all UK Mid
& Small Cap brokers; our research achieved Top 4 status in 8 sectors while
three of our institutional sales team were recognised in the Top 20 of all UK
equity salespeople. Additionally, our research was highly ranked in both the
UK and European Thomson Reuters StarMine surveys across a range of sectors
including technology, food and household products and transport.

We have taken the return to profitability as an opportunity to restore bonus
payments to key staff. Even after these payments, our administrative costs
were reduced by 7.2% to £20.5m (2011: £22.1m) The combined effect of improved
market sentiment and lower operating costs helped our continuing business
realise a profit of £0.6m (2011 loss: £6.3m).

We moved our head office to One New Change in August 2012. Our new offices are
a significant improvement on the building we vacated, allowing our teams to
work more effectively together as well as better reflecting our role as a
leading independent investment bank. The move crystallised a one-off benefit
of £0.7m due to the release of certain accrued rental incentives on the exit
from our former premises.

Since my appointment as chief executive, I have had the great pleasure of
meeting a wide cross section of Panmure Gordon’s corporate clients who range
in size from FTSE100 through to AIM. I thank every one of our clients for
choosing Panmure Gordon as their trusted adviser.

It has also been a pleasure to join my board colleagues and, particularly, to
have begun working closely with QInvest on areas of mutual strategic interest.
The presence of a significant, long-term investor in Panmure Gordon reinforces
our financial strength and opens up new opportunities to us. The Middle-East
remains one of the most dynamic regions of the world; QInvest and its clients
are keenly interested in the quality of our corporate clients and execution
ability.

Panmure Gordon is one of the City’s pre-eminent independent institutional
stockbrokers and investment banks and I am grateful to the firm’s employees
who have been instrumental in our successful turnaround. I am confident that
our financial and operational achievements in 2012 have laid the foundations
for future success.

Dividend

The Board has not recommended a dividend for the year.

Outlook

2012 was a year of transition and turnaround for Panmure Gordon, which saw a
return to profitability and much improved performance across the business.
Since the year end, we have completed a number of significant corporate
finance transactions, continued to win new mandates and added further to our
growing client list.

While we expect on-going global economic instability to impact markets, our
financial strength, stability and cost controls, alongside our outstanding
relationship with QInvest, mean we are well placed to take advantage of
further market opportunities as they arise.

Phillip Wale
Chief executive
20 March 2013

Consolidated income statement

For the year ended 31 December 2012

                                                                    Restated^1
                                                       2012     
                                                                    2011
                                                         £‘000      £‘000
Continuing operations
Commission and trading income                            10,139     9,090
Commission and trading expense                           (1,072)    (1,155)
                                                                   
Net commission and trading income                        9,067      7,935
                                                                    
Corporate finance and other fee income                   12,156     9,767
                                                                   
Net commission and fee income                            21,223     17,702
                                                                    
Net gain/(loss) on available for sale investments        1,286      (1,045)
                                                                    
Administrative costs^2                                   (20,464)   (22,110)
                                                                    
Redundancy, restructuring and other non-recurring        (504)      (516)
charges^2
                                                                   
Operating profit/(loss) before share-based payments      1,541      (5,969)
                                                                    
Share-based payments^2                                   (969)      (363)
                                                                   
Operating profit/(loss)                                  572        (6,332)
                                                                    
Financial income                                         28         69
Financial expense                                        (5)        (60)
                                                                    
Net financial income                                     23         9
                                                                   
Profit/(loss) before tax from continuing operations      595        (6,323)
                                                                    
Taxation                                                 (563)      506
                                                                   
Profit/(loss) from continuing operations                 32         (5,817)
                                                                    
Discontinued operation
Loss on discontinued operation (net of tax)              (3,555)    (25,656)
                                                                   
Loss for the period attributable to the owners of        (3,523)    (31,473)
the Company
                                                                    
Basic earnings/(loss) per share from continuing          0.02p      (3.92)p
operations
                                                                    
Diluted earnings/(loss) per share from continuing        0.02p      (3.92)p
operations
                                                                    
Basic loss per share                                     (2.31)p    (21.21)p
                                                                    
Diluted loss per share                                   (2.31)p    (21.21)p

^1 See note 5

^2 Administrative expenses which total £21.9m (2011: £23.0m (restated)) have
been presented separately here owing to their individual nature and size

Consolidated statement of comprehensive income & expense

For the year ended 31 December 2012

                                                          2012     2011
                                                            £‘000     £‘000
                                                                      
Loss for the period attributable to the owners of the       (3,523)   (31,473)
Company
                                                                      
Other comprehensive loss
Foreign exchange translation differences                    (56)      (200)
                                                                      
Foreign currency translation reserve recycled on            (3,084)   -
disposal of subsidiary
                                                                     
Total other comprehensive loss for the period net of        (3,140)   (200)
tax
                                                                     
Total comprehensive loss for the period attributable to     (6,663)   (31,673)
the owners of the Company

Consolidated statement of financial position

As at 31 December 2012

                                               2012      2011
                                                £‘000      £‘000
Assets
                                                           
Intangibles                                     13,201     13,201
Plant and equipment                             1,683      1,710
Available for sale investments                  188        1,365
Deferred tax asset                              1,179      1,694
Other receivables                               1,917      2,332
                                                          
Total non-current assets                        18,168     20,302
                                                           
Securities held for trading                     4,563      3,952
Trade and other receivables                     15,712     32,156
Cash and cash equivalents                       13,591     15,855
                                                          
Total current assets                            33,866     51,963
                                                           
Current liabilities
                                                           
Trade payables                                  (11,743)   (26,508)
Tax and social security                         (846)      (638)
Other payables                                  (5,421)    (6,848)
Held for trading liabilities                    (1,759)    (327)
                                                          
Total current liabilities                       (19,769)   (34,321)
                                                          
Net current assets                              14,097     17,642
                                                           
Deferred tax liability                          (973)      (925)
                                                          
Total non-current liabilities                   (973)      (925)
                                                          
Net assets                                      31,292     37,019
                                                           
Equity
                                                           
Issued share capital                            6,183      6,009
Shares to be issued (including share premium)   -          86
Share premium account                           36,709     36,620
Merger reserve                                  21,810     21,810
Special reserve                                 9,595      9,595
Other reserve                                   (6,734)    (3,873)
Foreign currency translation reserve            -          3,140
Treasury shares                                 (303)      (2,526)
Retained earnings                               (35,968)   (33,842)
                                                          
Total equity                                    31,292     37,019

Approved by the board on 20 March 2013 and signed on its behalf by:

Philip Tansey
Chief Financial Officer

Consolidated statement of cash flow

                                           Year ended         Year ended
                                                           
                                           31 December 2012   31 December 2011
                                           £‘000              £‘000
Cash flows from operating activities
Loss after tax                             (3,523)            (31,473)
Net financial income                       (23)               (9)
Depreciation and amortisation              200                794
Goodwill impairment                        -                  16,841
Net (gain)/loss on available for sale      (1,286)            1,201
investments
Loss on disposal of subsidiary             1,815              -
Movement in securities held for trading    821                764
(Decrease)/increase in net amounts owed    (956)              900
by market counterparties
Decrease in trade and other receivables    200                946
Increase/(decrease) in trade payables      3,212              (2,169)
and provisions
IFRS 2 share-based payment charges         1,397              1,421
Income tax expense                         563                2,914
Net cash inflow/(outflow) from operating   2,420              (7,870)
activities
                                                              
Income taxes received/(paid)               -                  429
Net cash from operating activities         2,420              (7,441)
                                                              
Cash flows from investing activities
Financial income received                  28                 69
Acquisition of plant and equipment         (1,654)            (350)
Proceeds from disposal of investments      2,418              43
Disposal of discontinued operation net     (4,954)            -
of cash
Net cash from investing activities         (4,162)            (238)
                                                              
Cash flows from financing activities
Proceeds from the issue of share capital   177                588
Purchase of own shares for EBT             (663)              (257)
Financial expense                          (5)                (60)
Repayment of EBT loan                      25                 37
Repayment of subordinated loan             -                  (3,000)
Net cash from financing activities         (466)              (2,692)
                                                              
Net decrease in cash and cash              (2,208)            (10,371)
equivalents
Cash and cash equivalents at 1 January     15,855             26,166
Effect of exchange rate fluctuations       (56)               60
Cash and cash equivalents at 31 December   13,591             15,855

Consolidated statement of changes in equity for the year ended 31 December
2012

                Issued    Shares                                           Foreign
£‘000          share    to be   Share    Merger   Special  Other    currency     Treasury  Retained  Total
                capital   issued   premium   reserve   reserve   reserve   translation   shares     earnings   equity
                                                                           reserve
                                                                                                                       
At 1 January    6,009     86       36,620    21,810    9,595     (3,873)   3,140         (2,526)    (33,842)   37,019
2012
                                                                                                                       
Total
comprehensive
income for
the period
Loss for the    -         -        -         -         -         -         -             -          (3,523)    (3,523)
year
                                                                                                                       
Other
comprehensive
income
                                                                                                                       
Foreign
currency        -         -        -         -         -         -         (56)          -          -          (56)
translation
differences
Foreign
currency
translation     -         -        -         -         -         -         (3,084)       -          -          (3,084)
recycled to
P&L on
disposal
                                                                                                                       
Other items
recorded
directly in
equity
Share-based     -         -        -         -         -         -         -             -          1,397      1,397
payments
                                                                                                                       
Shares issued
under           174       (86)     89        -         -         -         -             -          -          177
employee
share plans
                                                                                                                       
Shares
transferred
under           -         -        -         -         -         (2,223)   -             2,223      -          -
employee
share plans
                                                                                                                       
Purchase of
own shares      -         -        -         -         -         (663)     -             -          -          (663)
for EBT
                                                                                                                       
Decrease in
shares held     -        -       -        -        -        25       -            -         -         25
by EBT
At 31           6,183    -       36,709   21,810   9,595    (6,734)  -            (303)     (35,968)  31,292
December 2012

Consolidated statement of changes in equity for the year ended 31 December
2011

                Issued    Shares                                           Foreign
£‘000          share    to be   Share    Merger   Special  Other    currency     Treasury  Retained  Total
                capital   issued   premium   reserve   reserve   reserve   translation   shares     earnings   equity
                                                                           reserve
                                                                                                                        
At 1 January    5,914     129      36,084    21,810    9,595     (2,725)   3,340         (3,454)    (3,790)    66,903
2011
                                                                                                                        
Total
comprehensive
income for
the period
Loss for the    -         -        -         -         -         -         -             -          (31,473)   (31,473)
year
                                                                                                                        
Other
comprehensive
income
                                                                                                                        
Foreign
currency        -         -        -         -         -         -         (200)         -          -          (200)
translation
differences
                                                                                                                        
Other items
recorded
directly in
equity
Share-based     -         -        -         -         -         -         -             -          1,421      1,421
payments
                                                                                                                        
Shares issued
under           95        (43)     536       -         -         -         -             -          -          588
employee
share plans
                                                                                                                        
Shares
transferred
under           -         -        -         -         -         (928)     -             928        -          -
employee
share plans
                                                                                                                        
Purchase of
own shares      -         -        -         -         -         (257)     -             -          -          (257)
for EBT
                                                                                                                        
Decrease in
shares held     -        -       -        -        -        37       -            -         -         37
by EBT
At 31           6,009    86      36,620   21,810   9,595    (3,873)  3,140        (2,526)   (33,842)  37,019
December 2011

1 Segmental analysis

The Group has reported its operating segments according to how the Group’s
chief operating decision maker (“CODM”) allocates resources to each segment
and assesses performance. In this respect the Group’s CODM has been defined as
the Group’s CEO. The CODM allocates resources across the Group based on
results and performance in each geographic area of operation. This is
consistent with the basis of segmentation in the Report and Financial
Statements 2011.

Segmental analysis for the year ended 31 December 2012 and reconciliation to
the statutory income statement is set out below:

                  UK                         US discontinued            Swiss                    Consolidated
                                                                                                             
                   2012           2011           2012           2011           2012          2011          2012           2011
                   £‘000          £‘000          £‘000          £‘000          £‘000         £‘000         £‘000          £‘000
                                                                                                                                   
Net commission
and trading        7,834          6,692          4,645          8,743          1,233         1,243         13,712         16,678
income
Corporate
finance fee        11,923         9,194          4,672          9,711          162           70            16,757         18,975
income
Wealth
management and     71             503            13             1,789          -             -             84             2,292
other income
Net gain/(loss)
on AFS             1,286          (1,045)        10             (156)          -             -             1,296          (1,201)
investments
Foreign exchange   (9)            -              -              (72)           (3)           12            (12)           (60)
(loss)/gain
Ongoing
administration     (19,073)       (20,395)       (11,985)       (24,394)       (1,379)       (1,727)       (32,437)       (46,516)
costs
Segmental
operating          2,032          (5,051)        (2,645)        (4,379)        13            (402)         (600)          (9,832)
profit/ (loss)
                                                                                                                                   
Redundancy and
restructuring      (504)          (516)          -              (4)            -             -             (504)          (520)
charges
Amortisation of    -              -              -              (164)          -             -             -              (164)
intangibles
Share-based        (969)          (363)          (584)          (848)          -             -             (1,553)        (1,211)
payment charges
Goodwill           -              -              -              (16,841)       -             -             -              (16,841)
impairment
                                                                                                                   
Operating          559            (5,930)        (3,229)        (22,236)       13            (402)         (2,657)        (28,568)
profit/(loss)
                                                                                                                                   
Net financial      23             9              (11)           -              -             -             12             9
income/(expense)
                                                                                                                   
Profit/(loss)      582            (5,921)        (3,240)        (22,236)       13            (402)         (2,645)        (28,559)
before tax
                                                                                                                                   
Income tax on
continuing         (563)          506            -              -              -             -             (563)          506
operations
                                                                                                                                   
Income tax on
discontinued       -              -              -              (3,420)        -             -             -              (3,420)
operation
                                                                                                                                   
Loss on disposal   -              -              (315)          -              -             -             (315)          -
                                                                                                                   
Profit/(loss)
for period
attributable to    19             (5,415)        (3,555)        (25,656)       13            (402)         (3,523)        (31,473)
the owners of
the Company

All revenue is from external customers. There are no regular major customers
that account for more than 10% of revenue. The segmental operating
profit/(loss) reconciles to the statutory profit/(loss) above, which was the
basis for segmental disclosure in the Report and Financial Statements 2011.

                                            US
             UK                                                Swiss^1              Consolidated
                                            discontinued
                                                                                                
              2012           2011           2012        2011          2012        2011        2012           2011
              £‘000          £‘000          £‘000       £‘000         £‘000       £‘000       £‘000          £‘000
                                                                                                                      
Non-current
assets (inc   18,168         18,833         -           1,469         -           -           18,168         20,302
goodwill) ^
2
Current       33,866         44,470         -           7,493         -           -           33,866         51,963
assets
Current       (19,769)       (29,801)       -           (4,520)       -           -           (19,769)       (34,321)
liabilities
Non-current   (973)          (925)          -           -             -           -           (973)          (925)
liabilities
Capital       (1,654)        (121)          -           (229)         -           -           (1,654)        (350)
expenditure

^1 The Swiss business operates as a representative office of the UK business
and therefore shares assets with the UK business.

^2 The amounts disclosed as non-current exclude intragroup balances of £nil
(2011: £39.1m) payable to the UK business.

2 Staff costs

Group                                                    Restated
                                      Year ended             Year ended

                                      31 December 2012       31 December 2011
                                      £‘000                  £‘000
Staff costs including directors’
emoluments
Wages and salaries                    11,962                 11,373
Social security costs                 1,334                  1,312
Pensions (defined contribution        366                    1,471
scheme)
Total                                 13,662                 14,156

The Group operates a defined contribution pension scheme. At the balance sheet
date the Group had no outstanding pension contribution liabilities. The charge
for the period to 31 December 2012 was £0.37m (2011: £1.47m (restated)).

Actual number of persons, including directors, employed by the Group as at 31
December 2012:

                                                               Group total
                        Group total   UK 2012  Swiss 2012  2011
                         2012
                                                               Restated
                                                               
Institutional equities   53             50        3            47
Corporate finance        28             28        -            21
Investment funds         10             10        -            -
Other                    36             32        4            40
Total                    127            120       7            108

Average number of persons, including directors, employed by the Group during
the year was:

                                                               Group total
                        Group total   UK 2012  Swiss 2012  2011
                         2012
                                                               Restated
                                                               
Institutional equities   48             45        3            48
Corporate finance        26             26        -            23
Investment funds         2              2         -            -
Other                    36             31        5            44
Total                    112            104       8            115

3 Income tax expense

The analysis of the total income tax credit/(expense) is as follows:

                                                                   Year ended
                                                     Year ended
                                                                   31 December
                                                    31 December 
                                                                   2011
                                                     2012
                                                                   Restated
                                                     £‘000         £‘000
Analysis of tax credit/(charge) in period:
UK corporation tax at 24.5% (2011: 26.5%)
Current year tax credit/(charge)                     -             -
Prior year adjustment – loss carry back claim        -             (44)
Other prior year adjustments                         (4)           (35)
                                                     (4)           (79)
Deferred tax
Prior year adjustments to deferred tax credit        3             1
Current year deferred tax charge                     (562)         (2,836)
                                                     (559)         (2,835)
                                                                  
Tax charge on profits on ordinary activities         (563)         (2,914)
                                                                   
Effective tax rate charge                            (19.0)%       (10.2)%
                                                                   
Factors affecting tax charge:
                                                                   
Loss on ordinary activities after tax                (3,523)       (31,473)
                                                                   
Tax on continuing operations                         (563)         (506)
Tax on discontinued operation                        -             3,420
                                                                   
Loss on ordinary activities before tax               (2,959)       (28,559)
                                                                   
Loss on ordinary activities multiplied
by rate of UK corporation tax at 24.5% (2011:        725           7,568
26.5%)
                                                                   
Effects of:
Expenses not deductible for tax purposes             (133)         (84)
Tax losses not recognised from continuing            (151)         (59)
operations
Tax losses not recognised from discontinued          (871)         (431)
operation
US goodwill tax write-off                            -             (5,781)
US deferred tax asset on losses write-off            -             (3,413)
Differences relating to share schemes                (105)         (551)
Foreign tax                                          (4)           (35)
Change in corporation tax rate                       (27)          (84)
Deemed goodwill on amortisation                      122           132
Goodwill on consolidation                            (122)         (132)
Adjustment to tax charge in respect of previous      3             (44)
periods
                                                                  
Total tax charge on profits on ordinary activities   (563)         (2,914)

4 Earnings per share

Earnings per share (EPS) are calculated on a net basis using the profit on
ordinary activities after taxation divided by the weighted average number of
shares detailed below.

                                                    Year ended   Year ended
                                                     31 December   31 December
                                                     2012          2011
                                                     £‘000         £‘000
                                                                   
Profit/(loss) from continuing operations after       32            (5,817)
taxation (PAT/(LAT))
                                                                   
Weighted average number of shares in issue           152,664,505   148,409,933
Fully diluted weighted average number of shares in   156,424,604   160,774,267
issue
                                                                   
Basic earnings/(loss) per share from continuing      0.02p         (3.92)p
operations (based on PAT/(LAT))
                                                                  
Diluted earnings/(loss) per share from continuing    
operations (based on PAT/(LAT))                                    (3.92)p
                                                     0.02p
                                                                   
                                                     Year ended    Year ended
                                                     31 December   31 December
                                                     2012          2011
                                                     £‘000         £‘000
                                                                   
Loss on ordinary activities after taxation (LAT)     (3,523)       (31,473)
                                                                   
Weighted average number of shares in issue           152,664,505   148,409,933
Fully diluted weighted average number of shares in   156,424,604   160,774,267
issue
                                                                   
Basic loss per share (based on LAT)                  (2.31)p       (21.21)p
                                                                   
Diluted loss per share (based on LAT)                (2.31)p       (21.21)p

5 Discontinued operation

In June 2012 the Group completed the sale of its entire interest in
ThinkEquity LLC to management. The segment was not a discontinued operation or
classified as held for sale as at 31 December 2011 and the comparative
consolidated income statement has been restated to show the discontinued
operation separately from continuing operations.

Following the divesting of control of ThinkEquity LLC, responsibility for
commitments made by ThinkEquity LLC whilst within the Group, including lease
commitments, remained with ThinkEquity LLC. To facilitate the disposal, the
Company committed to share costs with ThinkEquity Holdings LLC in relation to
any claims arising from regulatory, litigation or arbitration cases brought
against ThinkEquity LLC prior to the disposal date to a maximium contribution
of $900,000.

ThinkEquity LLC and its 100% shareholder, ThinkEquity Holdings LLC filed for
protection under chapter 7 of the US Bankruptcy code on 6 November 2012.
Panmure Gordon Holdings (US) LLC owned 22.5% of the shareholdings in
ThinkEquity Holdings LLC with the balance owned by the management of
ThinkEquity. Subsequently certain claims have been asserted against Panmure
Gordon resulting from the filing on 6 November 2012. In calculating the total
loss for the year on the discontinued operation, management has taken a
prudent approach to assessing the validity of these claims which will be
strongly defended where appropriate.

Results from discontinued operation               As at          As at
                                                   31 December     31 December
                                                   2012            2011
Trading activities                                 £‘000           £’000
Revenue                                            9,340           20,015
Expenses                                           (11,080)        (42,251)
Results from operating activities                  (1,740)         (22,236)
Income tax                                         -               (3,420)
Results of trading activities                      (1,740)         (25,656)
Discontinued operation
Fair value of consideration received               -               -
Less fair value of net assets disposed of          (3,186)         -
Foreign currency translation reserve recycled to   3,084           -
other comprehensive income
Other costs                                        (1,713)         -
Loss on disposal of discontinued operation         (1,815)         -
                                                                   
Loss for the year on discontinued operation        (3,555)         (25,656)
                                                                
                                                                  
Cash flow from discontinued operation              As at          As at
                                                   31 December    31 December
                                                   2012           2011
                                                  £‘000          £’000
Net cash from operating activities                 (1,152)        (4,086)
Cash flows from investing activities               (4,954)        (227)
Net cash from financing activities                 (11)           3,264
Net cash flow for the year                         (6,117)        (1,049)
                                                                  
Effect of disposal on the financial position of
the Group
                                                                  
Property, plant and equipment                      (1,275)
Investment in associate                            (221)
Available for sale investments                     (55)
Cash and cash equivalents                          (4,954)
Trade and other receivables                        (2,110)
Trade and other payables                           5,429
Net assets and liabilities                         (3,186)
Consideration received satisfied in cash           -
Cash and cash equivalents disposed of              (4,954)
Net cash outflow                                   (4,954)

The financial information set out above does not constitute the company’s
statutory accounts for the year ended 31 December 2012, but is derived from
those accounts. The annual report and statutory accounts will be sent to
shareholders and will be made available to the public from the Company’s
website: www.panmure.com or, upon request, at the registered office of Panmure
Gordon & Co. plc, One New Change, London EC4M 9AF.

Contact:

Panmure Gordon & Co.Plc