NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UNITED KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

24 November 2022

finnCap Group PLC ("finnCap")

Panmure Gordon Group Limited ("Panmure Gordon")

Conclusion of discussions between Panmure Gordon and finnCap

On 18 October 2022, finnCap announced, following speculation, that it had received indicative non-binding proposals from Panmure Gordon regarding a possible combination of the two companies and that early-stage discussions in this regard were ongoing.

As a result of initial discussions, the boards of directors of both finnCap and Panmure Gordon believed that there was sufficient cultural fit and strategic and commercial logic to merit examining a combination of the two businesses. However, following further discussions and in light of each company's strengths as independent entities, each board has concluded that it is not possible to find mutually acceptable terms or structure for such a combination.

Today, the parties have agreed to end these discussions.

Both Panmure Gordon and finnCap look forward to continuing to serve their respective clients as independent businesses.

finnCap will provide its interim financial statements for the period to 30 September 2022 in mid-December 2022, which will set out its financial position and prospects for the remainder of the financial year.

Panmure Gordon confirms that it does not intend to make an offer for finnCap and accordingly will be bound by the restrictions contained in Rule 2.8 of the Code. Under the provisions of that rule, Panmure Gordon reserves the right to make or participate in an offer for finnCap (and/or take any other actions which would otherwise be restricted under Rule 2.8 of the Code) within the next six months following the date of this announcement:

a)   with the agreement of the board of directors of finnCap;

b)   following the announcement of a firm intention to make an offer for finnCap by or on behalf of a third party;

c)   following the announcement by finnCap of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover Code) or a reverse takeover (as defined in the Code); or

d)   where the Panel on Takeovers and Mergers has determined that there has been a material change of circumstances.

Panmure Gordon and finnCap have both consented to the release of this announcement.

Contacts

Smith Square Partners LLP, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively for finnCap and for no one else in connection with the subject matter of this announcement and will not be responsible to anyone other than finnCap for providing the protections afforded to its clients or for providing advice in connection with the subject matter of this announcement.

Grant Thornton UK LLP is authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting as nominated adviser for finnCap and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than finnCap for providing the protections afforded to clients of Grant Thornton UK LLP or for providing advice in relation to any matter referred to herein.

END