PMR: Panmure Gordon & Co.Plc: Half-yearly Report

  PMR: Panmure Gordon & Co.Plc: Half-yearly Report

UK Regulatory Announcement

LONDON

                           Panmure Gordon & Co. plc

                Panmure Gordon reports 2013 first half results

London, 24 September 2013 – Panmure Gordon & Co. plc (“Panmure Gordon” or “the
Group”), a leading independent stockbroker and investment bank, today
announces its unaudited results for the first half ended 30 June 2013.

Financial highlights

  *Profit from continuing operations of £0.3m (H1 2012: £1.2m)
  *Overall profitability of £0.1m (H1 2012: loss of £0.8m) after the effect
    of discontinued operations
  *44% increase in corporate finance and other income to £9.5m (H1 2012:
    £6.6m)
  *16% increase in net commission and fee income to £13.0m (H1 2012: £11.2m)
  *Debt free balance sheet

Operational highlights

  *Growth in corporate finance revenues reflecting a strong client list
  *24% growth in corporate client list to 119 (2012: 96); this has grown to
    123 since period end
  *Active on three IPOs in the reporting period, including the largest IPO of
    the year to date in London and also the first IPO by the investment funds
    team since joining
  *Hired new Leeds-based corporate finance team
  *Since period end, new heads of trading and securities have been appointed

Phillip Wale, Chief Executive, commented:

“I am pleased to report that we have enjoyed an encouraging year to date,
based on the continuation of the turnaround strategy that we implemented last
year.

“We have added greater diversity to our revenues, which also helped us to
increase the number of retained corporate clients and transaction revenues. In
all, we were active on 16 transactions for our clients, helping to raise over
£900m during the reporting period.

“Whilst our underlying business remains solid, we continue to look for new
ways to deploy our capital more effectively. We are also working more closely
with QInvest, our major shareholder, to exploit potential synergies.

“Looking ahead, markets are likely to remain challenging. However, we have an
encouraging pipeline of corporate transactions and with our financial
strength, absence of debt and disciplined cost to revenue controls, we look
forward to the remainder of the year with confidence.”

Enquiries:

Panmure Gordon                            
Phillip Wale, Chief Executive
Philip Tansey, Chief Financial Officer      020 7886 2500
                                            
Capital MSL
Adam Leviton                                020 7307 5339
Simon Evans                                 020 7307 5330
                                            
Grant Thornton UK LLP (Nominated Adviser)
Philip Secrett/Salmaan Khawaja/Jen Clarke   020 7383 5100

  *Publication quality photos are available from Capital MSL

Chief Executive’s review

Panmure Gordon’s refocusing of its business commenced in 2012 and this year
the Group is beginning to reap the benefits of the important structural
changes we have made.

Our reputation as a provider of high quality advice to companies seeking
access to the London market is reflected in our increasing corporate finance
and other income, which rose 44% to £9.5m (H1 2012: £6.6m). The increase is in
part down to the excellent performance of our investment funds team which
completed its first IPO, raising more than £150m for our client. In the
reporting period, we were active on 16 significant transactions for our
clients, helping them to raise over £900m, and our pipeline of corporate
transactions for the remainder of the year is healthy.

Commission and trading income of £5.2m was marginally up (H1 2012: £5.2m)
reflecting the continued lack of volume in equity markets and volatile trading
conditions, but the significant improvement in corporate finance revenues
drove a 16% increase in overall net commission and fee income to £13.0m (H1
2012: £11.2m). Net commission and fee income is stated after losses of £0.8m
(2012: nil) on corporate investments which are expected to be recouped in
time.

While the overall profit attributable to shareholders in the period was a
modest £0.1m, it represents a turn-around from losses (H1 2012: loss of
£0.8m), reflecting in part the much lower negative impact of our former US
business. The continuing business showed an operating profit of £0.3m (H1
2012: £1.2m). Increased administrative costs include some non-recurring items
and reflect the acquisition of new teams associated with a sharpened focus on
allocating resources to revenue generation. Nevertheless, pre-bonus operating
costs are expected to be lower in the second half of the year than in the
first six months as a consequence of management action already undertaken in
the business transformation programme.

Outlook

We have started the year profitably and the corporate client list continues to
grow. Nevertheless, we remain vigilant and continue to focus on tightly
controlling costs and building our business by ensuring our resources are
appropriately allocated to revenue opportunities. The acquisition of new teams
associated with the increased costs will, we believe, drive increased returns
in the future.

Markets are likely to remain challenging, but our healthy pipeline of
corporate transaction activity, financial strength, and the continued strong
support of our major shareholder, QInvest, means we look forward to the
remainder of the year with confidence.

Phillip Wale

Chief Executive

Condensed consolidated interim income statement (unaudited)

For the half year to 30 June 2013

                                             6 months   6 months   12 months
                                    
                                           30 June   30 June   31 December
£‘000                                Notes
                                             2013       2012       2012
Continuing operations
Commission and trading income                5,215      5,159      10,139
Commission and trading expense               (953)      (553)      (1,072)
Net commission and trading income            4,262      4,606      9,067
                                                                   
Corporate finance and other income           9,471      6,597      12,156
Loss on corporate investments        11      (774)      -          -
                                                                 
Net commission and fee income                12,959     11,203     21,223
                                                                   
Net loss on available for sale               (7)        (31)       1,286
investments
Administrative expenses^1                    (12,160)   (8,709)    (20,464)
Redundancy, restructuring and        7       (223)      (200)      (504)
other non-recurring charges^1
Operating profit before                      569        2,263      1,541
share-based payments
                                                                   
Share-based payments^1               3       (229)      (240)      (969)
                                                                 
Operating profit                             340        2,023      572
                                                                   
Financial income                             -          15         28
Financial expense                            (5)        (2)        (5)
                                                                   
Net financial (expense)/income               (5)        13         23
                                                                 
Profit before tax from continuing            335        2,036      595
operations
                                                                   
Income tax                           4       (49)       (842)      (563)
                                                                 
Profit from continuing operations            286        1,194      32
                                                                   
Discontinued operation
                                                                   
Loss on discontinued operation       10      (141)      (2,014)    (3,555)
(net of tax)
                                                                   
Profit/(loss) for the period
attributable to the owners of the            145        (820)      (3,523)
Company
                                                                   
Basic profit per share from          5       1.84p      7.95p      0.21p
continuing operations^2
Diluted profit per share from        5       1.81p      7.75p      0.20p
continuing operations^2
                                                                   
Basic profit/(loss) per share^2      5       0.93p      (5.46)p    (23.08)p
Diluted profit/(loss) per share^2    5       0.92p      (5.46)p    (23.08)p

^1 Administrative expenses which total £12.6m (6 months 30 June 2012: £9.1m,
12 months 31 December 2012: £21.9m) have been presented separately here owing
to their individual nature and size

^2 The comparative figures have been restated to reflect the share capital
reorganisation which took place in the 6 months to 30 June 2013

The notes below form part of these financial statements.

Condensed consolidated interim statement of comprehensive income (unaudited)

For the half year to 30 June 2013

                                             6 months   6 months   12 months
                                             30 June    30 June    31 December
£‘000                                       2013      2012      2012

                                                                 
                                                                   
Profit/(loss) for the period attributable
to the owners                                145        (820)      (3,523)

of the Company
                                                                   
Other comprehensive loss
Foreign exchange translation differences     -          (56)       (56)
Foreign currency translation reserve         -          (3,084)    (3,084)
recycled on disposal of subsidiary
Total other comprehensive loss for the
                                             -          (3,140)    (3,140)
period net of tax
                                                                 
Total comprehensive profit/(loss) for the
period attributable to the owners of the     145        (3,960)    (6,663)
Company

Condensed consolidated interim statement of financial position (unaudited)

At 30 June 2013

                                             As at      As at      As at
                                     
£‘000                                      30 June   30 June   31 December
                                     Notes
                                             2013       2012       2012
Assets
Intangibles                                  13,201     13,201     13,201
Plant and equipment                          2,008      186        1,683
Available for sale investments               152        1,008      188
Deferred tax asset                           1,206      882        1,179
Other receivables                    8       1,642      82         1,917
Total non-current assets                     18,209     15,359     18,168
                                                                   
Securities held for trading                  7,413      3,941      4,563
Trade and other receivables          8       41,490     27,237     15,712
Cash and cash equivalents                    5,966      11,687     13,591
Total current assets                         54,869     42,865     33,866
                                                                   
Current liabilities
Trade payables                       9       (34,041)   (19,179)   (11,743)
Tax and social security                      (700)      (417)      (846)
Other payables                       9       (4,277)    (1,998)    (5,421)
Held for trading liabilities                 (1,689)    (1,889)    (1,759)
Total current liabilities                    (40,707)   (23,483)   (19,769)
                                                                 
Net current assets                           14,162     19,382     14,097
                                                                   
Deferred tax liability                       (1,033)    (952)      (973)
Total non-current liabilities                (1,033)    (952)      (973)
                                                                 
Net assets                                   31,338     33,789     31,292
                                                                   
Equity
Issued share capital                         6,183      6,042      6,183
Shares to be issued (including               -          41         -
share premium)
Share premium account                        36,709     36,665     36,709
Merger reserve                               21,810     21,810     21,810
Special reserve                              -          9,595      9,595
Other reserve                                (7,365)    (6,336)    (6,734)
Treasury shares                              -          (303)      (303)
Retained earnings                            (25,999)   (33,725)   (35,968)
Total equity                                 31,338     33,789     31,292

The notes below form part of these financial statements.

Condensed consolidated interim statement of cash flows (unaudited)

                                             6 months   6 months   12 months

£‘000                                       30 June   30 June   31 December

                                             2013       2012       2012
Cash flows from operating activities                             
Profit/(loss) after tax                      145        (820)      (3,523)
Net financial (income)/expense               5          (12)       (23)
Depreciation and amortisation                127        99         200
Net profit/(loss) on available for sale      7          31         (1,286)
investments
Loss on disposal of subsidiary               141        274        1,815
Movement in securities held for trading      (2,920)    1,573      821
Increase in amounts owed by market           (1,948)    (1,684)    (956)
counterparties
(Increase)/decrease in trade and other       (1,046)    1,585      200
receivables
(Decrease)/increase in trade payables and    (1,656)    (2,077)    3,212
provisions
IFRS 2 share-based payments and related      229        937        1,397
charges
Income tax expense                           49         842        563
Net cash flow from operating activities      (6,867)    748        2,420
                                                                   
Income taxes received                        -          -          -
Net cash from operating activities           (6,867)    748        2,420
                                                                   
Cash flows from investing activities
Financial income received                    -          14         28
Acquisition of plant and equipment           (452)      -          (1,654)
Proceeds from disposal of investments and    27         289        2,418
dividends
Disposal of discontinued operation net of    -          (4,954)    (4,954)
cash
Net cash from investing activities           (425)      (4,651)    (4,162)
                                                                   
Cash flows from financing activities
Proceeds from the issue of share capital     -          33         177
Purchase of own shares for EBT               (352)      (259)      (663)
Financial expense                            (5)        (2)        (5)
Repayment of EBT loan                        24         19         25
Net cash from financing activities           (333)      (209)      (466)
                                                                   
Net decrease in cash and cash equivalents    (7,625)    (4,112)    (2,208)
Cash and cash equivalents at 1 January       13,591     15,855     15,855
Effect of exchange rate fluctuations         -          (56)       (56)
Cash and cash equivalents at 30 June / 31    5,966      11,687     13,591
December

Condensed consolidated interim statement of changes in equity for the half
year to 30 June 2013

                Issued    Share     Merger    Special   Other     Treasury   Retained   Total
£‘000          share    premium  reserve  reserve  reserve  shares    earnings  equity
                capital
At 1 January    6,183     36,709    21,810    9,595     (6,734)   (303)      (35,968)   31,292
2013
                                                                                               
Total
comprehensive
income for
the period
Profit for      -         -         -         -         -         -          145        145
the period
                                                                                               
Other items
recorded
directly in
equity
Share-based     -         -         -         -         -         -          229        229
payments
                                                                                               
Shares
transferred
under           -         -         -         -         (303)     303        -          -

employee
share plans
                                                                                               
Transfer of
special
reserve to      -         -         -         (9,595)   -         -          9,595      -

retained
earnings
                                                                                               
Purchase of
own shares      -         -         -         -         (352)     -          -          (352)
for EBT
                                                                                               
Decrease in
shares held     -         -         -         -         24        -          -          24
by EBT
                                                                                 
At 30 June      6,183     36,709    21,810    -         (7,365)   -          (25,999)   31,338
2013

Condensed consolidated interim statement of changes in equity for the half
year to 30 June 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    -            -        -         -         -         -         -             -          (820)      (820)
period
                                                                                                                          
Other
comprehensive
income
                                                                                                                          
Foreign
currency        -            -        -         -         -         -         (56)          -          -          (56)
translation
differences
Foreign
currency
translation
recycled to     -            -        -         -         -         -         (3,084)       -          -          (3,084)
other
comprehensive
income on
disposal
                                                                                                                          
Other items
recorded
directly in
equity
Share-based     -            -        -         -         -         -         -             -          937        937
payments
                                                                                                                          
Shares issued
under           33           (45)     45        -         -         -         -             -          -          33
employee
share plans
                                                                                                                          
Shares
transferred
under           -            -        -         -         -         (2,223)   -             2,223      -          -

employee
share plans
                                                                                                                          
Purchase of
own shares      -            -        -         -         -         (259)     -             -          -          (259)
for EBT
                                                                                                                          
Decrease in
shares held     -            -        -         -         -         19        -             -          -          19
by EBT
                                                                                                         
At 30 June      6,042        41       36,665    21,810    9,595     (6,336)   -             (303)      (33,725)   33,789
2012
                                                                                                                          
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
translation        -         -        -         -         -         -         (56)          -          -          (56)
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 employee     174       (86)     89        -         -         -         -             -          -          177
share plans
                                                                                                                          
Shares
transferred        -         -        -         -         -         (2,223)   -             2,223      -          -
under employee
share plans
                                                                                                                          
Purchase of own    -         -        -         -         -         (663)     -             -          -          (663)
shares for EBT
                                                                                                                          
Decrease in
shares held by     -         -        -         -         -         25        -             -          -          25
EBT
At 31 December     6,183     -        36,709    21,810    9,595     (6,734)   -             (303)      (35,968)   31,292
2012

Notes to the condensed consolidated interim financial statements (unaudited)

1 Legal status and basis of preparation

1.1 Legal status

Panmure Gordon & Co. plc (the “Company”) is a company domiciled in the United
Kingdom. The address of the Company’s registered office is One New Change,
London, EC4M 9AF. The interim financial statements of the Company for the 6
months ended 30 June 2013 comprise the Company and its subsidiaries (together
referred to as the “Group”).

1.2 Basis of preparation and statement of compliance with International
Financial Reporting Standards

The interim consolidated financial statements of the Group have been prepared
in accordance with IAS 34 Interim Financial Reporting as issued by the
International Accounting Standards Board (‘IASB’) and as endorsed by the EU.
They do not include all of the information required for full annual financial
statements and should be read in conjunction with the Group’s consolidated
financial statements for the year ended 31 December 2012, which were prepared
in accordance with International Financial Reporting Standards (‘IFRSs’) as
issued by the IASB and as endorsed by the EU. EU-endorsed IFRSs may differ
from IFRSs as issued by the IASB if, at any point in time, new or amended
IFRSs have not been endorsed by the EU.

The accounting policies are consistent with those applied by the Group in its
2012 annual financial statements. During the period ended 30 June 2013, the
Group adopted a number of amendments to standards and interpretations which
did not have a significant effect on the consolidated financial statements of
the Group.

The Group incurred a slight profit during the period ended 30 June 2013 and
has a negative retained earnings position. However, the directors note that
the continuing business was profitable during the period and during the
previous financial year and the Group had cash resources of £6.0m at 30 June
2013 (2012: £11.7m) and no short term borrowings (2012: nil). Consequently the
directors believe that the Group has adequate resources to continue in
operational existence for the foreseeable future. Accordingly, they continue
to adopt the going concern basis in preparing these interim results.

1.3 Comparative information

These interim consolidated financial statements include comparative
information as required by IAS 34 and the AIM rules for Companies.

The comparative figures for the financial year ended 31 December 2012 are not
the Company's statutory accounts for that financial year. Those accounts have
been reported on by the Company's auditors and delivered to the registrar of
companies. The report of the auditors was (i) unqualified, (ii) did not
include a reference to any matters to which the auditors drew attention by way
of emphasis without qualifying their report, and (iii) did not contain a
statement under section 498 (2) or (3) of the Companies Act 2006.

1.4 Use of estimates and assumptions

The preparation of financial statements requires management to make
judgements, estimates and assumptions that affect the application of policies
and reported amounts of assets and liabilities, income and expenses. The
estimates and associated assumptions are based on historical experience and
various other factors that are believed to be reasonable under the
circumstances, the results of which form the basis of making the judgements
about carrying values of assets and liabilities that are not readily apparent
from other sources. Actual results may differ from those estimates. Judgements
made by management in the application of adopted IFRSs that have a significant
effect on the financial statements and estimates with a significant risk of
material adjustment are discussed in note 1.1 within the Report and Financial
Statements 2012. The areas highlighted in the year end financial statements
include:

i) Goodwill and investment in subsidiaries

ii) Deferred tax

iii) Provisions

iv) Share-based payments

2 Segmental analysis

The Group reports 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.

In previous years the CODM has allocated resources across the Group based on
results and performance in each geographic area of operation. Following the
disposal of the Group’s US business during 2012, the geographical division is
now made between the UK and Swiss operations only. In the segmental table
below, the results of the Swiss office appear in the ‘Other’ column, together
with the results of the discontinued operation.

The basis of segmentation in respect of assets and non-current assets has also
changed as above. There are no regular major customers that account for more
than 10% of revenue.

Segmental analysis for the 6 months to 30 June 2013, the 6 months to 30 June
2012 (rebased) and the 12 months to 31 December 2012 (rebased), reconciled to
the income statement

                UK                             Other                       Total
                                                                                            
                 6 months   6         12         6        6         12        6 months   6         12
                            months    months     months   months    months               months    months
                 30 Jun                                                       30 Jun
                            30 Jun    31 Dec     30 Jun   30 Jun    31 Dec               30 Jun    31 Dec
                 2013                                                         2013
                            2012      2012       2013     2012      2012                 2012      2012
                 £’000      £’000     £’000      £’000    £’000     £’000     £’000      £’000     £’000
                                                                                                            
Net commission
and trading      3,606      3,905     7,834      656      701       1,233     4,262      4,606     9,067
income
Corporate
finance fee      9,095      6,507     11,923     19       19        162       9,114      6,526     12,085
income
Loss on
corporate        (774)      -         -          -        -                  (774)      -         -
investments
Wealth
management and   357        71        71         -        -         -         357        71        71
other income
Net
(loss)/gain on   (7)        (31)      1,286      -        -         -         (7)        (31)      1,286
AFS
investments
Foreign
exchange         16         (4)       (9)        17       4         (3)       33         -         (12)
gain/(loss)
On-going
administration   (11,416)   (7,985)   (19,073)   (777)    (724)     (1,379)   (12,193)   (8,709)   (20,452)
costs
                                                                                   
Segmental
operating        877        2,463     2,032      (85)     -         13        792        2,463     2,045
profit/(loss)
                                                                                                            
Redundancy and
restructuring    (223)      (200)     (504)      -        -         -         (223)      (200)     (504)
charges
Share-based
payment          (229)      (240)     (969)      -        -         -         (229)      (240)     (969)
charges
                                                                                   
Operating        425        2,023     559        (85)     -         13        340        2,023     572
profit/(loss)
                                                                                                            
Net financial
(expense)/       (5)        13        23         -        -         -         (5)        13        23
income
                                                                                   
Profit/(loss)    420        2,036     582        (85)     -         13        335        2,036     595
before tax
                                                                                                            
Income tax on
continuing       (49)       (842)     (563)      -        -         -         (49)       (842)     (563)
operations
Loss on
disposal of      -          -         -          (141)    (2,014)   (3,555)   (141)      (2,014)   (3,555)
discontinued
operation
                                                                                   
Profit/(loss)
for period                                                                                 
attributable                                                                              
to the owners    371        1,194     19         (226)    (2,014)   (3,542)   145        (820)     (3,523)
of the Company

Net assets   UK                              Other^1                Total
                                                                                      
              As at      As at      As at      As at   As at   As at   As at      As at      As at

              30 Jun     30 Jun     31 Dec     30      30      31      30 Jun     30 Jun     31 Dec
                                               Jun     Jun     Dec
              2013       2012       2012                               2013       2012       2012
                                               2013    2012    2012
              £’000      £’000      £’000      £’000   £’000   £’000   £’000      £’000      £’000
                                                                                                      
Non-current
assets (inc   18,209     15,359     18,168     -       -       -       18,209     15,359     18,168
goodwill)
Current       54,869     42,865     33,866     -       -       -       54,869     42,865     33,866
assets
Current       (40,707)   (23,483)   (19,769)   -       -       -       (40,707)   (23,483)   (19,769)
liabilities
Non-current   (1,033)    (952)      (973)      -       -       -       (1,033)    (952)      (973)
liabilities
Capital       (452)      -          (1,654)    -       -       -       (452)      -          (1,654)
expenditure

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

3 Share-based payments

The Group’s share based payment plans are described in full within the Group’s
consolidated financial statements for the year ended December 2012.

The fair value of options granted during the period have been estimated using
a Black-Scholes valuation model and a Monte Carlo simulation. Where options
have been granted with an exercise price of 4p or less, the fair value of
options on the date of grant has been estimated at their intrinsic value as
this does not give a materially different result to the Black-Scholes model.
The significant inputs to the model were:

(a) Share price on the date of grant;

(b) Exercise price;

(c) Expected volatility (38% based on historic volatility) (2012: 52%);

(d) Risk free rate on the date of grant; and

(e) Expected dividend yield (nil).

The weighted average fair value of share-based payments granted during the
period was £1.63.

                                             6 months   6 months   12 months

                                            30 June   30 June   31 December
                                                                   2012
                                             2013       2012
                                             £‘000      £‘000      £‘000
                                                                   
IFRS 2 share-based payment charges           229        355        813
National Insurance (NI) charge in respect    -          (115)      156
of share-based payment schemes
IFRS 2 share-based payment charges for the   229        240        969
continuing business
                                                                   
IFRS 2 share-based payment charges for the   -          582        584
discontinued operation
                                                                   
IFRS 2 share-based payment charges for the   229        937        1,397
Group (excluding NI)

4 Taxation

The current tax charge for the period is different to the standard rate of
corporation tax in the UK of 23.25% (2012: 24.5%).

                                            6 months   6 months    12 months
                                            30 June    30 June     31 December
Tax on profit on ordinary activities:      2013      2012       2012

                                                                 
                                            £‘000      £‘000       £‘000
Analysis of tax charge in period:
UK corporation tax at 23.25% (2012:
24.5%)
Prior year adjustments – loss carry back    -          -           -
claim
Current year tax (charge)/credit            -          -           -
Foreign tax adjustments                     (14)       -           (4)
                                            (14)       -           (4)
Deferred tax
Prior year adjustments to deferred tax      -          3           3
credit
Current year deferred tax charge            (35)       (845)       (562)
                                            (35)       (842)       (559)
                                                                   
Tax charge on profits on ordinary           (49)       (842)       (563)
activities
                                                                   
Effective tax rate charge                   (25.97)%   (102.68)%   (19)%
                                                                   
Factors affecting tax charge:
                                                                   
Profit/(loss) on ordinary activities        145        (820)       (3,523)
after tax
                                                                   
Tax on continuing operations                49         842         563
Tax on discontinued operation               -          -           -
                                                                   
Profit/(loss) on ordinary activities        194        22          (2,960)
before tax
Profit/(loss) on ordinary activities
multiplied by rate of UK corporation tax    (45)       (5)         725
at 23.25% (2012: 24.5%)
                                                                   
Effects of:
Expenses not deductible for tax purposes    (56)       (44)        (133)
Losses utilised previously not recognised   71         -           -
Tax losses not recognised from continuing   -          (33)        (151)
operations
Tax losses not recognised from              -          (493)       (871)
discontinued operation
Differences relating to share schemes       (5)        (256)       (105)
Foreign tax                                 (15)       -           (4)
Change in corporation tax rate              -          (14)        (27)
Deemed goodwill amortisation                61         63          122
Goodwill on consolidation                   (61)       (63)        (122)
Adjustment to tax charge in respect of      1          3           3
previous periods
                                                                   
Total tax charge on profits on ordinary     (49)       (842)       (563)
activities

At 30 June 2013, the Group has a recognised deferred tax asset relating to UK
losses carried forward. The Group has further UK losses carried forward for
which the Group has a further potential deferred tax asset of £5.5m, but this
has not been recognised due to the uncertainty over the extent and timing of
its recoverability.

5 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.

Continuing business

                                        6 months    6 months    12 months
                                         30 June      30 June      31 December
                                        2013         2012^1       2012^1
                                                                   
Weighted average number of ordinary      15,530,815   15,006,821   15,266,450
shares in issue
Fully diluted weighted average number    15,785,815   15,398,831   15,642,460
of ordinary shares in issue
                                                                   
Basic profit per share                   1.84p        7.95p        0.21p
                                                                   
Diluted profit per share                 1.81p        7.75p        0.20p

Total Group

                                        6 months    6 months    12 months
                                         30 June      30 June      31 December
                                        2013         2012^1       2012^1
                                                                   
Weighted average number of ordinary      15,530,815   15,006,821   15,266,450
shares in issue
Fully diluted weighted average number    15,785,815   15,398,831   15,642,460
of ordinary shares in issue
                                                                   
Basic profit/(loss) per share            0.93p        (5.46)p      (23.08)p
                                                                   
Diluted profit/(loss) per share          0.92p        (5.46)p      (23.08)p

^1 The comparative figures have been restated to reflect the share capital
reorganisation which took place in the 6 months to 30 June 2013.

6 Reserves

During the six months to 30 June 2013, 220,099 shares were transferred out of
treasury to satisfy the vesting of awards under the Company’s Matching Share
Plan. Following this transfer, the Company no longer holds any of its ordinary
shares as treasury shares.

At the Company’s Annual General Meeting on 22 May 2013, shareholders approved
a reorganisation of the Company’s share capital which took effect on 23 May
2013. The effect of the reorganisation was that every 1,000 existing ordinary
4p shares was consolidated into one consolidated ordinary share and then each
consolidated share was subdivided and reclassified into 100 new ordinary 4p
shares and 100 deferred 36p shares. At 30 June 2013 the Company’s issued share
capital comprised 15,458,200 New Ordinary Shares and 15,458,200 Deferred
Shares.

The ‘other reserve’ includes the nominal value of share capital owned by the
Panmure Gordon & Co. plc No. 2 Employee Benefit Trust in respect of the 2005
Employee Share Option Plan and the cost of shares purchased in the market. At
30 June 2013 the Trust held 1,339,004 new ordinary shares (December 2012:
12,765,720 shares).

The ‘special reserve’ was created following the resolution passed at the
extraordinary general meeting on 22 April 2005 and a Court Order dated 12
October 2005 which confirmed that the share premium account and deferred share
capital were cancelled and extinguished. This reserve was to be treated as
undistributable until such time as any debts or claims against the Company
existing at 12 October 2005 had been paid off. As the reserve has become
distributable, it has now been transferred to retained earnings.

7 Redundancy, restructuring and other non-recurring charges

                    6 months  6 months  12 months
                     30 June    30 June    31 December
                     2013       2012       2012
                    £‘000      £‘000      £‘000
Redundancy charges   223        100        380
Litigation costs     -          100        124
Total                223        200        504

8 Trade and other receivables

                                As at    As at    As at
                                 30 June   30 June   31 December
                                 2013      2012      2012
                                 £‘000     £‘000     £‘000
Non-current assets
Other receivables                1,642     82        1,917
Total                            1,642     82        1,917
Current assets
Trade receivables                2,384     1,784     836
Stock borrow^1                   865       473       787
Market receivables               36,821    21,085    12,365
Corporation tax receivable       -         -         -
Other receivables                559       3,050     1,032
Prepayments and accrued income   861       845       692
Total                            41,490    27,237    15,712

^1 Stock borrow reflects collateral placed against the value of stock
borrowed.

The level of market receivables at a period end is dependent on the level of
agency and trading activity in the preceding days. The majority of market
receivables reside within the UK business segment.

Within non-current assets, other receivables represent loans made to employees
under the Group’s Matching Share Plan. In the Company’s interim report for the
six months ended 30 June 2012, these loans were included within current assets
as they were due to be repaid in March 2013. However, as the directors have
agreed to extend these loans for a further period of five years, these loans
have been classified as non-current assets as at 31 December 2012.

9 Trade and other payables

                              As at     As at     As at
                               30 June    30 June    31 December
                               2013       2012       2012
                              £‘000      £‘000      £‘000
Market payables                (33,588)   (18,742)   (11,080)
Trade payables                 (453)      (437)      (663)
Total trade payables           (34,041)   (19,179)   (11,743)
                                                     
Other payables                 (244)      (357)      (705)
Provisions                     -          (100)      -
Accruals and deferred income   (4,033)    (1,541)    (4,716)
Total other payables           (4,277)    (1,998)    (5,421)

The level of market payables at a period end is dependent on the level of
agency and trading activity in the preceding days.

Litigation

In the normal course of business there may be various litigation claims and
contingencies pending against the Group which, in the opinion of management,
will be resolved with no material impact on the Group’s financial position or
results of operations.

Other commitments

Following the divesting of control of ThinkEquity LLC to its management and
its subsequent filing for protection under Chapter 7 of the US Bankruptcy Code
in 2012, certain claims have been asserted against the Company under first,
the commitment to share certain costs with ThinkEquity LLC which had a maximum
contribution limit of $900,000, and second, by property related creditors of
ThinkEquity. In calculating the loss on the discontinued operation, management
has assessed the validity of these claims, which will be strongly defended
where appropriate.

10 Discontinued operation

Following the sale of the Company’s interest in ThinkEquity LLC in 2012 and
ThinkEquity’s subsequent bankruptcy filing, some residual balances which were
owed to the Company that are not expected to be realised in the near term have
been written off and certain legal fees have been incurred in the period.

Results from discontinued operation         As at     As at     As at
                                             30 June    30 June    31 December
                                             2013       2012       2012
Trading activities                           £‘000      £‘000     £’000
Revenue                                      -          9,340      9,340
Expenses                                     -          (11,080)  (11.080)
Results from operating activities            -          (1,740)    (1,740)
Income tax                                   -          -          -
Results of trading activities                -          (1,740)    (1,740)
Discontinued operation
Fair value of consideration received         -          -          -
Less fair value of net assets disposed of    -          (3,186)    (3,186)
Foreign currency translation reserve         -          3,084      3,084
recycled to other comprehensive income
Other costs                                  (141)      (172)      (1,713)
Loss on disposal of discontinued operation   (141)      (274)      (1,815)
                                                                   
Loss for the year                            (141)      (2,014)    (3,555)
                                                                   
Cash flow from discontinued operation
                                             As at      As at      As at
                                             30 June    30 June    31 December
                                             2013       2012       2012
                                            £‘000     £’000     £’000
Net cash from operating activities           -          (1,152)    (1,152)
Cash flows from investing activities         -          (4,954)    (4,954)
Net cash from financing activities           -         (11)      (11)
Net cash flow for the year                   -         (6,117)   (6,117)
                                                                   
Effect of disposal on the financial
position of the Group
                                                                   
Property, plant and equipment                -          (1,275)    (1,275)
Investment in associate                      -          (221)      (221)
Available for sale investments               -          (55)       (55)
Cash and cash equivalents                    -          (4,954)    (4,954)
Trade and other receivables                  -          (2,110)    (2,110)
Trade and other payables                     -         5,429     5,429
Net assets and liabilities                   -         (3,186)   (3,186)
Consideration received satisfied in cash     -          -          -
Cash and cash equivalents disposed of        -         (4,954)   (4,954)
Net cash outflow                             -         (4,954)   (4,954)

11 Corporate investments

During the period the Company took positions in a small number of corporate
client stocks. These are valued on a mark to market basis and have declined in
value by £0.774m.

12 General

The interim report was approved by the board of directors on 23 September
2013.

This report will be sent to shareholders and will be made available to the
public, upon request, at the registered office of Panmure Gordon & Co. plc,
One New Change, London EC4M 9AF or from the Company’s website www.panmure.com.

INDEPENDENT REVIEW REPORT TO PANMURE GORDON & CO. PLC

Introduction

We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly report for the six months ended 30 June 2013
which comprises the condensed consolidated interim income statement, condensed
consolidated interim statement of comprehensive income, condensed consolidated
interim statement of financial position, condensed consolidated interim
statement of cash flows, condensed consolidated interim statement of changes
in equity and the related explanatory notes. We have read the other
information contained in the half-yearly report and considered whether it
contains any apparent misstatements or material inconsistencies with the
information in the condensed set of financial statements.

This report is made solely to the Company in accordance with the terms of our
engagement. Our review has been undertaken so that we might state to the
Company those matters we are required to state to it in this report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company for our review work,
for this report, or for the conclusions we have reached.

Directors' responsibilities

The half-yearly report is the responsibility of, and has been approved by, the
directors. The directors are responsible for preparing the half-yearly report
in accordance with the AIM Rules.

As disclosed in note 1.2 the annual financial statements of the Group are
prepared in accordance with IFRSs as adopted by the EU. The condensed set of
financial statements included in this half-yearly report has been prepared in
accordance with IAS 34 Interim Financial Reporting as adopted by the EU.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed
set of financial statements in the half-yearly report based on our review.

Scope of review

We conducted our review in accordance with International Standard on Review
Engagements (UK and Ireland) 2410 Review of Interim Financial Information
Performed by the Independent Auditor of the Entity issued by the Auditing
Practices Board for use in the UK. A review of interim financial information
consists of making enquiries, primarily of persons responsible for financial
and accounting matters, and applying analytical and other review procedures. A
review is substantially less in scope than an audit conducted in accordance
with International Standards on Auditing (UK and Ireland) and consequently
does not enable us to obtain assurance that we would become aware of all
significant matters that might be identified in an audit. Accordingly, we do
not express an audit opinion.

Conclusion

Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
report for the six months ended 30 June 2013 is not prepared, in all material
respects, in accordance with IAS 34 as adopted by the EU and the AIM Rules.

Zaffarali Khakoo

for and on behalf of KPMG Audit Plc

Chartered Accountants

15 Canada Square

London E14 5GL

23 September 2013

Contact:

Panmure Gordon & Co.Plc
 
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