Half-yearly Report

26th Sep 2012 07:00

Panmure Gordon & Co. plc

Panmure Gordon reports 2012 first half results

London, 26 September 2012 - Panmure Gordon & Co. plc ("Panmure Gordon" or "the Group") today announces its unaudited results for the first half ended 30 June 2012.

Continuing business

Financial highlights

Profit from continuing operations of £1.2m (H1 2011: loss of £2.7m) Profitable in every month of H1 2012, and in each month since period end 18% increase in net commission and fee income to £11.2m (H1 2011: £9.5m) driven by 41% increase in corporate transaction revenues Debt free balance sheet

Operational highlights

Phillip Wale appointed as CEO 24% reduction in administrative expenses to £8.7m (H1 2011: £11.4m) reflecting actions taken in 2011 Strong growth in investment banking revenues. Three IPOs completed in first half London operation moved to new premises at One New Change since period end Focus now on broadening the continuing business

Divestment of US business

Divestment of US business completed in June 2012 These interim results include a loss on the discontinued operation of £2.0m (H1 2011: loss of £1.3m) and which results in a statutory loss of £0.8m (H1 2011: loss of £4.0m)

Phillip Wale, Chief Executive, commented:

"Being profitable every month so far this year reflects the impact of actions taken to reduce costs in 2011 and the inherent strength of Panmure Gordon's business. Following the divestment of our US business, we are now resolutely focused on building upon the Group's traditional core business.

"I am delighted that, in subdued markets, we are a broker-of-choice for dynamic companies seeking a successful flotation in London and we have an encouraging pipeline of investment banking mandates. Market conditions remain challenging, but with the full support of our major shareholder, QInvest, our simplified structure and improving quality of earnings, we look to the second half with confidence."

Enquiries:
Panmure Gordon
Phillip Wale, Chief Executive
Philip Tansey, CFO						020 7886 2500
Nathaniel Webb, Communications Director						020 7886 2886
FTI Consulting
Billy Clegg						020 7831 3113/07977 578153
Ed Gascoigne-Pees						020 7831 3113/07884 001949
Grant Thornton Corporate Finance (NOMAD)
Gerry Beaney/Salmaan Khawaja/Jen Clarke						020 7383 5100

Chief Executive's review

It is my pleasure to present my first interim report since I joined Panmure Gordon.

Since the full year 2011 results, the most notable change to the firm is the successful divestment of ThinkEquity to local management, to whom we wish every success.

The profit from continuing operations, after excluding the impact of ThinkEquity, was £1.2m compared to a loss for the comparative period in 2011 of £2.7m. This was on account of an overall 18% rise in net commission and fee income to £11.2m (H1 2011: £9.5m) driven by a 41% increase in corporate transaction revenues and a 24% reduction in administrative expenses to £8.7m (H1 2011: £11.4m).

I am particularly pleased to report that the continuing business was profitable in every month of the first half and we are now resolutely focused on building upon the Group's traditional core business.

In challenging markets, Panmure Gordon has successfully floated three exceptionally innovative UK-based companies, all of which will use the funds raised at their IPOs to grow their businesses.

In our equities division, we were once again ranked a Top 5 brokerage in the prestigious Thomson Reuters Extel Mid & Small-Cap survey 2012. The volume of shares traded on the London Stock Exchange has continued significant year-on-year declines, but despite this total institutional equities income has held up creditably.

Our international presence in Switzerland and Singapore continues to help us to facilitate transactions for our clients and, in particular, to win new business. We continue to have outstanding partnerships with QInvest in the Middle East, Ambit Capital in India and with Auerbach Grayson, our distribution partner in North America.

It has been my pleasure to get to know the firm's employees and move our London office to new client-focused premises at One New Change. The move crystallised a one-off benefit of £0.5m due to the release of certain accrued rental incentives on the exit from our former premises.

I look forward to welcoming new team players who will work hard on behalf of our corporate and institutional clients.

Outlook

With the continued support of QInvest, our simplified structure and the improving quality of our earnings, we look to the second half with confidence. In spite of market fragility, the UK business has continued to be profitable every month since the period end. We see opportunities to broaden our business, further develop our encouraging investment banking pipeline and take advantage of current markets to hire selectively while maintaining vigilant cost controls.

Phillip Wale

Chief Executive Officer

Condensed consolidated interim income statement (unaudited)

For the half year to 30 June 2012

					Restated1		Restated1
£'000	Notes		6 months 30 June 2012		6 months 30 June 2011		12 months 31 December 2011
Continuing operations
Commission and trading income			5,159		5,452		9,090
Commission and trading expense			(553)		(637)		(1,155)
Net commission and trading income			4,606		4,815		7,935
Corporate finance and other income			6,597		4,688		9,767
Net commission and fee income			11,203		9,503		17,702
Net loss on available for sale investments			(31)		(685)		(1,045)
Administrative expenses2			(8,709)		(11,421)		(22,110)
Redundancy, restructuring and other non-recurring charges2	7		(200)		(118)		(516)
Operating profit/(loss) before share-based payments			2,263		(2,721)		(5,969)
Share-based payments2	3		(240)		(149)		(363)
Operating profit/(loss)			2,023		(2,870)		(6,332)
Financial income			14		33		69
Financial expense			(2)		(38)		(60)
Net financial income/(expense)			12		(5)		9
Profit/(loss) before tax from continuing operations			2,035		(2,875)		(6,323)
Income tax	4		(842)		188		506
Profit/(loss) from continuing operations			1,193		(2,687)		(5,817)
Discontinued operation
Loss on discontinued operation (net of tax)	10		(2,013)		(1,280)		(25,656)
Loss for the period attributable to the owners of the Company			(820)		(3,967)		(31,473)
Basic profit/(loss) per share from continuing operations	5		0.80p		(1.82)p		(3.92)p
Diluted profit/(loss) per share from continuing operations	5		0.77p		(1.82)p		(3.92)p
Basic loss per share	5		(0.55)p		(2.69)p		(21.21)p
Diluted loss per share	5		(0.55)p		(2.69)p		(21.21)p

The notes below form part of these financial statements.

1 See note 1

2 Administrative expenses which total £9.1m (6 months 30 June 2011: £11.7m (restated), 12 months 31 December 2011: £23.0m (restated)) have been presented separately here owing to their individual nature and size

Condensed consolidated interim statement of comprehensive income (unaudited)

For the half year to 30 June 2012

£'000		6 months 30 June 2012		6 months 30 June 2011		12 months 31 December 2011
Loss for the period attributable to the owners of the Company		(820)		(3,967)		(31,473)
Other comprehensive loss
Foreign exchange translation differences		(56)		(596)		(200)
Foreign currency translation reserve recycled on disposal of subsidiary		(3,084)		-		-
Total other comprehensive loss for the period net of tax		(3,140)		(596)		(200)
Total comprehensive loss for the period attributable to the owners of the Company		(3,960)		(4,563)		(31,673)

Condensed consolidated interim statement of financial position (unaudited)

At 30 June 2012

£'000	Notes		As at 30 June 2012		As at 30 June 2011		As at 31 December 2011
Assets
Intangibles			13,201		29,567		13,201
Plant and equipment			186		1,659		1,710
Available for sale investments			1,008		1,801		1,365
Deferred tax asset			882		4,963		1,694
Other receivables	8		82		2,372		2,332
Total non-current assets			15,359		40,362		20,302
Securities held for trading			3,941		6,460		3,952
Trade and other receivables	8		27,237		84,532		32,156
Cash and cash equivalents			11,687		17,809		15,855
Total current assets			42,865		108,801		51,963
Current liabilities
Trade payables	9		(19,179)		(72,014)		(26,508)
Tax and social security			(417)		(768)		(638)
Other payables	9		(1,998)		(9,359)		(6,848)
Held for trading liabilities			(1,889)		(2,749)		(327)
Total current liabilities			(23,483)		(84,890)		(34,321)
Net current assets			19,382		23,911		17,642
Deferred tax liability			(952)		(896)		(925)
Total non-current liabilities			(952)		(896)		(925)
Net assets			33,789		63,377		37,019
Equity
Issued share capital			6,042		6,009		6,009
Shares to be issued (including share premium)			41		86		86
Share premium account			36,665		36,620		36,620
Merger reserve			21,810		21,810		21,810
Special reserve			9,595		9,595		9,595
Other reserve			(6,336)		(3,586)		(3,873)
Foreign currency translation reserve			-		2,744		3,140
Treasury shares			(303)		(2,733)		(2,526)
Retained earnings			(33,725)		(7,168)		(33,842)
Total equity			33,789		63,377		37,019

The notes below form part of these financial statements.

Condensed consolidated interim statement of cash flows (unaudited)

£'000		6 months 30 June 2012		6 months 30 June 2011		12 months 31 December 2011
Cash flows from operating activities
Loss after tax		(820)		(3,967)		(31,473)
Net financial (income)/expense		(12)		5		(9)
Depreciation and amortisation		99		402		794
Goodwill impairment		-		-		16,841
Net loss on available for sale investments		31		840		1,201
Loss on disposal of subsidiary		274		-		-
Movement in securities held for trading		1,573		677		764
(Increase)/decrease in amounts owed by market counterparties		(1,684)		(2,952)		900
Decrease/(increase) in trade and other receivables		1,585		(2,058)		946
(Decrease)/increase in trade payables and provisions		(2,077)		720		(2,169)
IFRS 2 share-based payments and related charges		937		589		1,421
Income tax expense		842		(188)		2,914
Net cash flow from operating activities		748		(5,932)		(7,870)
Income taxes received		-		-		429
Net cash from operating activities		748		(5,932)		(7,441)
Cash flows from investing activities
Financial income received		14		33		69
Acquisition of plant and equipment		-		(26)		(350)
Proceeds from disposal of investments and dividends		289		247		43
Disposal of discontinued operation net of cash		(4,954)		-		-
Net cash from investing activities		(4,651)		254		(238)
Cash flows from financing activities
Proceeds from the issue of share capital		33		588		588
Purchase of own shares for EBT		(259)		(160)		(257)
Financial expense		(2)		(38)		(60)
Repayment of EBT loan		19		20		37
Repayment of subordinate loan		-		(3,000)		(3,000)
Net cash from financing activities		(209)		(2,590)		(2,692)
Net decrease in cash and cash equivalents		(4,112)		(8,268)		(10,371)
Cash and cash equivalents at 1 January		15,855		26,166		26,166
Effect of exchange rate fluctuations		(56)		(89)		60
Cash and cash equivalents at 30 June / 31 December		11,687		17,809		15,855

Condensed consolidated interim statement of changes in equity for the half year to 30 June 2012

£'000		Issued share capital		Shares to be issued		Share premium		Merger reserve		Special reserve		Other reserve		Foreign currency translation reserve		Treasury shares		Retained earnings		Total equity
At 1 January 2012		6,009		86		36,620		21,810		9,595		(3,873)		3,140		(2,526)		(33,842)		37,019
Total comprehensive income for the period
Loss for the period		-		-		-		-		-		-		-		-		(820)		(820)
Other comprehensive income
Foreign currency translation differences		-		-		-		-		-		-		(56)		-		-		(56)
Foreign currency translation recycled to other comprehensive income on disposal		-		-		-		-		-		-		(3,084)		-		-		(3,084)
Other items recorded directly in equity
Share-based payments		-		-		-		-		-		-		-		-		937		937
Shares issued under employee share plans		33		(45)		45		-		-		-		-		-		-		33
Shares transferred under employee share plans		-		-		-		-		-		(2,223)		-		2,223		-		-
Purchase of own shares for EBT		-		-		-		-		-		(259)		-		-		-		(259)
Decrease in shares held by EBT		-		-		-		-		-		19		-		-		-		19
At 30 June 2012		6,042		41		36,665		21,810		9,595		(6,336)		-		(303)		(33,725)		33,789

Condensed consolidated interim statement of changes in equity for the half year to 30 June 2011

£'000		Issued share capital		Shares to be issued		Share premium		Merger reserve		Special reserve		Other reserve		Foreign currency translation reserve		Treasury shares		Retained earnings		Total equity
At 1 January 2011		5,914		129		36,084		21,810		9,595		(2,725)		3,340		(3,454)		(3,790)		66,903
Total comprehensive income for the period
Loss for the period		-		-		-		-		-		-		-		-		(3,967)		(3,967)
Other comprehensive income
Foreign currency translation differences		-		-		-		-		-		-		(596)		-		-		(596)
Other items recorded directly in equity
Share-based payments		-		-		-		-		-		-		-		-		589		589
Shares issued under employee share plans		95		(43)		536		-		-		-		-		-		-		588
Shares transferred under employee share plans		-		-		-		-		-		(721)		-		721		-		-
Purchase of own shares for EBT		-		-		-		-		-		(160)		-		-		-		(160)
Decrease in shares held by EBT		-		-		-		-		-		20		-		-		-		20
At 30 June 2011		6,009		86		36,620		21,810		9,595		(3,586)		2,744		(2,733)		(7,168)		63,377

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

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

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 2012 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 2011, 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 2011 annual financial statements. During the period ended 30 June 2012, 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.

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 and consolidated cash flow statement have been restated to show the discontinued operation separately from continuing operations.

The Group incurred a loss during the period ended 30 June 2012 and has a negative retained earnings position. However, the directors note that the continuing business was profitable during the period and the Group had cash resources of £11.7m at 30 June 2012 (2011: £17.8m) and no short term borrowings (2011: 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 2011 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 26 within the Report and Financial Statements 2011. 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 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.

In respect of assets and non-current assets, the basis of segmentation is the same as in the Report and Financial Statements 2011. There are no regular major customers that account for more than 10% of revenue.

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.

During the period the Group comprised the following operating segments:

UK business US business (discontinued) Swiss business

Segmental analysis for the 6 months to 30 June 2012, the 6 months to 30 June 2011 and the 12 months to 31 December 2011, reconciled to the income statement

		UK						Swiss						US Discontinued						Consolidated
		6 months 30 Jun 2012		6 months 30 Jun 2011		12 months 31 Dec 2011		6 months 30 Jun 2012		6 months 30 Jun 2011		12 months 31 Dec 2011		6 months 30 Jun 2012		6 months 30 Jun 2011		12 months 31 Dec 2011		6 months 30 Jun 2012		6 months 30 Jun 2011		12 months 31 Dec 2011
		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000
Net commission and trading income		3,905		4,149		6,692		701		666		1,243		4,645		3,939		8,743		9,251		8,754		16,678
Corporate finance fee income		6,507		4,262		9,194		19		35		70		4,672		6,469		9,711		11,198		10,766		18,975
Wealth management and other income		71		391		503		-		-		-		13		993		1,789		84		1,384		2,292
Net (loss)/gain on AFS investments		(31)		(685)		(1,045)		-		-		-		10		(106)		(156)		(21)		(791)		(1,201)
Foreign exchange (loss)/gain		(4)		-		-		4		10		12		-		79		(72)		-		89		(60)
Ongoing administration costs		(7,985)		(10,528)		(20,395)		(724)		(903)		(1,727)		(10,486)		(12,538)		(24,394)		(19,195)		(23,969)		(46,516)
Segmental operating profit/(loss)		2,463		(2,411)		(5,051)		-		(192)		(402)		(1,146)		(1,164)		(4,379)		1,317		(3,767)		(9,832)
Redundancy and restructuring charges		(200)		(118)		(516)		-		-		-		-		219		(4)		(200)		101		(520)
Amortisation of intangibles		-		-		-		-		-		-		-		-		(164)		-		-		(164)
Share-based payment charges		(240)		(149)		(363)		-		-		-		(582)		(335)		(848)		(822)		(484)		(1,211)
Goodwill impairment		-		-		-		-		-		-		-		-		(16,841)		-		-		(16,841)
Operating profit/(loss)		2,023		(2,678)		(5,930)		-		(192)		(402)		(1,728)		(1,280)		(22,236)		295		(4,150)		(28,568)
Net financial income/ (expense)		12		(5)		9		-		-		-		(11)		-		-		1		(5)		9
Profit/(loss) before tax		2,035		(2,683)		(5,921)		-		(192)		(402)		(1,739)		(1,280)		(22,236)		296		(4,155)		(28,559)
Income tax on continuing operations		(842)		188		506		-		-		-		-		-		-		(842)		188		506
Income tax on discontinued operation		-		-		-		-		-		-		-		-		(3,420)		-		-		(3,420)
Loss on disposal of discontinued operation		-		-		-		-		-		-		(274)		-		-		(274)		-		-
Profit/(loss) for period attributable to the owners of the Company		1,193		(2,495)		(5,415)		-		(192)		(402)		(2,013)		(1,280)		(25,656)		(820)		(3,967)		(31,473)

All revenue is from external customers. The segmental operating profit reconciles to the statutory profit above, which was the basis for segmental disclosure in the Report and Financial Statements 2011.

		UK						Swiss						US (discontinued)						Consolidated
		As at 30 Jun 2012		As at 30 Jun 2011		As at 31 Dec 2011		As at 30 Jun 2012		As at 30 Jun 2011		As at 31 Dec 2011		As at 30 Jun 2012		As at 30 Jun 2011		As at 31 Dec 2011		As at 30 Jun 2012		As at 30 Jun 2011		As at 31 Dec 2011
		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000		£'000
Non-current assets (inc goodwill)		15,359		19,134		18,833		-		-		-		-		21,228		1,469		15,359		40,362		20,302
Current assets		42,865		96,641		44,470		-		-		-		-		12,160		7,493		42,865		108,801		51,963
Current liabilities		(23,483)		(77,494)		(29,801)		-		-		-		-		(7,396)		(4,520)		(23,483)		(84,890)		(34,321)
Non-current liabilities		(952)		(894)		(925)		-		-		-		-		(2)		-		(952)		(896)		(925)
Capital expenditure		-		(26)		(121)		-		-		-		-		-		(229)		-		(26)		(350)

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 2011. On completion of the divestment of ThinkEquity LLC, a certain proportion of awards made to ThinkEquity employees under the Company's Performance Share Plan vested in advance of the normal vesting date in accordance with the rules of the plan and the balance of the awards lapsed.

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 (52% based on historic volatility) (2011: 56%);

(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 10.1p.

				Restated		Restated
		6 months 30 June 2012		6 months 30 June 2011		12 months 31 December 2011
		£'000		£'000		£'000
IFRS 2 share-based payment charges		355		254		573
National Insurance (NI) charge in respect of share-based payment schemes		(115)		(105)		(210)
IFRS 2 share-based payment charges for the continuing business		240		149		363
IFRS 2 share-based payment charges for the discontinued operation		582		335		848
IFRS 2 share-based payment charges for the Group (excluding NI)		937		589		1,421

4 Taxation

The current tax charge for the period is different to the standard rate of corporation tax in the UK of 24.5% (2011: 26.5%).

Tax on profit on ordinary activities:	6 months 30 June 2012		6 months 30 June 2011		12 months 31 December 2011
	£'000		£'000		£'000
Analysis of tax (charge)/credit in period:
UK corporation tax at 24.5% (2011: 26.5%)
Prior year adjustments - loss carry back claim	-		-		(44)
Current year tax (charge)/credit	-		(23)		-
Other prior year adjustments	-		(44)		(35)
	-		(67)		(79)
Deferred tax
Prior year adjustments to deferred tax credit	3		4		1
Current year deferred tax credit/(charge)	(845)		251		(2,836)
	(842)		255		(2,835)
Tax (charge)/credit on profits on ordinary activities	(842)		188		(2,914)
Effective tax rate (charge)/credit	(102.68)%		4.50%		(10.20)%
Factors affecting tax (charge)/credit:
Loss on ordinary activities after tax	(820)		(3,967)		(31,473)
Tax on continuing operations	842		(188)		(506)
Tax on discontinued operation	-		-		3,420
Profit/(loss) on ordinary activities before tax	22		(4,155)		(28,559)
Profit on ordinary activities multiplied by rate of UK corporation tax at 24.5% (2011: 26.5%)	(5)		1,101		7,568
Effects of:
Expenses not deductible for tax purposes	(44)		17		(84)
Tax losses not recognised from foreign operations	(33)		(23)		(59)
Tax losses not recognised from discontinued operation	(493)		(471)		(431)
US goodwill tax write-off	-		-		(5,781)
US deferred tax asset on losses write-off	-		-		(3,413)
Differences relating to share schemes	(256)		(259)		(551)
Foreign tax	-		(23)		(35)
Change in corporation tax rate	(14)		(47)		(84)
Deemed goodwill amortisation	63		-		132
Goodwill on consolidation	(63)		(69)		(132)
Adjustment to tax charge in respect of previous periods	3		(38)		(44)
Total tax (charge)/credit on profits on ordinary activities	(842)		188		(2,914)

At 30 June 2012, 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, but this has not been recognised due to the uncertainty over the extent and timing of their recoverability.

There has been no tax expense recognised in prior periods in relation to the discontinued operation in the normal course of its business.

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
		2012		2011		2011
Weighted average number of shares in issue		150,068,218		147,675,578		148,409,933
Fully diluted weighted average number of shares in issue		153,988,317		152,869,324		160,774,267
Basic profit/(loss) per share		0.80p		(1.82)p		(3.92)p
Diluted profit/(loss) per share		0.77p		(1.82)p		(3.92)p

Total Group

		6 months		6 months		12 months
		30 June		30 June		31 December
		2012		2011		2011
Weighted average number of shares in issue		150,068,218		147,675,578		148,409,933
Fully diluted weighted average number of shares in issue		153,988,317		152,869,324		160,774,267
Basic loss per share		(0.55)p		(2.69)p		(21.21)p
Diluted loss per share		(0.55)p		(2.69)p		(21.21)p

6 Reserves

During the six months to 30 June 2012, 4,327,175 shares were allotted to satisfy the vesting of share awards under the Company's Performance Share Plan and Accrued Bonus Plan. Consequently the 'shares to be issued' in the condensed consolidated statement of changes in equity represents the resulting reduction in the number of unvested shares within the Accrued Bonus Plan. In addition, 1,614,711 shares were transferred out of treasury during the period to satisfy the vesting of share awards under the Company's Performance Share Plan.

The Company has not purchased any of its own shares during the period. As at 30 June 2012, the number of shares in issue was 154,556,080 (31 December 2011: 150,228,905), of which 220,099 (31 December 2011: 1,834,810) were held in treasury. The fully diluted share capital was 159,128,811 (31 December 2011: 161,631,159).

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 2012 the Trust held 9,303,085 shares (December 2011: 10,000,175 shares).

7 Redundancy, restructuring and other non-recurring charges

				Restated		Restated
		6 months		6 months		12 months
		30 June		30 June		31 December
		2012		2011		2011
		£'000		£'000		£'000
Redundancy charges		100		118		516
Litigation costs		100		-		-
Total		200		118		516

8 Trade and other receivables

		As at		As at		As at
		30 June		30 June		31 December
		2012		2011		2011
		£'000		£'000		£'000
Non-current assets
Other receivables		82		2,372		2,332
Total		82		2,372		2,332
Current assets
Trade receivables		1,784		4,935		2,263
Stock borrow1		473		-		99
Market receivables		21,085		75,930		26,669
Corporation tax receivable		-		422		-
Other receivables		3,050		1,839		1,849
Prepayments and accrued income		845		1,406		1,276
Total		27,237		84,532		32,156

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 current assets, other receivables includes loans made to employees under the Group's Matching Share Plan.

9 Trade and other payables

		As at		As at		As at
		30 June		30 June		31 December
		2012		2011		2011
		£'000		£'000		£'000
Market payables		(18,742)		(71,418)		(26,009)
Trade payables		(437)		(596)		(499)
Total trade payables		(19,179)		(72,014)		(26,508)
Other payables		(357)		(1,186)		(1,273)
Provisions		(100)		(334)		(277)
Accruals and deferred income		(1,541)		(7,839)		(5,298)
Total other payables		(1,998)		(9,359)		(6,848)

The level of market payables at a period end is dependent on the level of agency and trading activity in the preceding days. Contributing to the reduction in accruals and deferred income during the period is a release of £542,000 of accrued rental incentives crystallised by the early termination of the previous office's lease.

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, future responsibility for commitments made whilst within the Group, including lease commitments, will remain with ThinkEquity LLC. Typically, following such situations, there will be some uncertainty around the extent of the Company's on-going liability in respect of such commitments and any assertion arising out of the previous ownership of ThinkEquity LLC which will be monitored by management. 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 maximum contribution of $900,000 (£577,000), of which £100,000 has been provided for against future costs.

10 Discontinued operation

In June 2012 the Group completed the sale of its entire interest in ThinkEquity LLC to management (see note 2). 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.

Management committed to a plan to sell this segment following a strategic decision to place greater focus on the UK operation.

Results from discontinued operation		As at		As at		As at
		30 June		30 June		31 December
		2012		2011		2011
Trading activities		£'000		£'000		£'000
Revenue		9,340		11,374		20,015
Expenses		(11,079)		(12,654)		(42,251)
Results from operating activities		(1,739)		(1,280)		(22,236)
Income tax		-		-		(3,420)
Results of trading activities		(1,739)		(1,280)		(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 other comprehensive income		3,084		-		-
Legal fees		(72)		-		-
Litigation		(100)		-		-
Loss on disposal of discontinued operation		(274)		-		-
Loss for the year		(2,013)		(1,280)		(25,656)

Cash flow from discontinued operation		As at	As at	As at
		30 June	30 June	31 December
		2012	2011	2011
		£'000	£'000	£'000
Net cash from operating activities		(1,152)	(4,137)	(4,086)
Cash flows from investing activities		(4,954)	(46)	(227)
Net cash from financing activities		(11)	3,067	3,264
Net cash flow for the year		(6,117)	(1,116)	(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		5,427
Net assets and liabilities		(3,186)
Consideration received satisfied in cash		-
Cash and cash equivalents disposed of		(4,954)
Net cash outflow		(4,954)

11 General

The interim report was approved by the board of directors on 25 September 2012.

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 2012 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 2012 is not prepared, in all material respects, in accordance with IAS 34 as adopted by the EU and the AIM Rules.

Zaffarali S Khakoofor and on behalf of KPMG Audit Plc Chartered Accountants15 Canada SquareLondon E14 5GL25 September 2012

Copyright Business Wire 2012

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