Notices
This website and its content, including any embedded videos, scripts, or promotional materials (such as the Advisory Overview video), do not constitute an invitation, offer, or solicitation to engage in any investment activity or regulated financial service. Access is restricted to eligible counterparties and professional clients only. If you do not qualify as a professional client (per FCA COBS 3.5) or eligible counterparty, you must exit immediately. The information provided is for informational purposes only and is not intended as financial, investment, tax, legal, or other advice. PanEuro Special Situations Ltd ("PanEuro") makes no representations or warranties as to the accuracy, completeness, or suitability of the information.
PanEuro Special Situations Limited operates under under SIC 70100 - Activities of Head Offices . In accordance with institutional standards for risk mitigation and the management of multi-jurisdictional mandates:
Risk Isolation & SPV Framework: All active capital deployment and asset reconstruction mandates are executed through project-specific Special Purpose Vehicles (SPVs). This deliberate governance structure ensures that project risks and liabilities are ring-fenced from the parent holding company and other diversified mandates.
Operational Integrity: This model allows for the precise isolation of risk and the orchestration of complex projects across different legal and regulatory jurisdictions. It ensures that large-scale assets and commercial engagements remain legally distinct.
Institutional Alignment: PanEuro Special Situations Ltd remains non-trading by design. Its primary function is to provide the strategic architecture, centralized governance, and fiduciary oversight required to align global institutional liquidity with high-value, long-term asset classes.
Attribution Policy: Consistent with principles of transparency in public pension investments, it is a foundational element of our syndication frameworks that only institutional investors with majority economic exposure are entitled to public attribution and recognition. Minor co-investors, particularly private entities, are contractually prohibited from disclosing or promoting their participation in such transactions, as any public claim to involvement would distort the perception of funding responsibility and undermine the accountability and integrity of publicly sourced capital. In this context, where public pension funds constitute the overwhelming share of investment (as is typically the case in each of our pension syndicates), it is impermissible for private minority investors like PanEuro Special Situations Ltd and its SPVs to seek visibility or credit, ensuring that recognition aligns with and preserves the public trust inherent in taxpayer-supported investments.
Regulatory Status
PanEuro is not authorised or regulated by the Financial Conduct Authority (FCA) or any other regulatory body. It operates exclusively within applicable exemptions and exclusions under UK law, including the Financial Services and Markets Act 2000 (FSMA) and the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO). PanEuro regularly reviews its activities to ensure ongoing compliance with these exemptions and does not engage in any regulated activities.
PanEuro is currently classified as dormant under UK accounting standards but may from time to time engage in exempt activities as described below, without triggering a need for authorization.
Exempt Activities
PanEuro’s activities may include, but are not limited to:
Dealing on own account as principal with professional clients and eligible counterparties (Article 16 RAO exclusion applies as PanEuro does not hold client assets or funds).
Facilitating introductions or transactions on a non-systematic, incidental basis between professional clients and eligible counterparties, without receiving remuneration tied to the transaction volume or acting as an intermediary in a regulated sense.
Promoting investment opportunities to professional clients and eligible counterparties only, without providing regulated investment advice or recommendations.
Incidental own-account trading under MiFID exemptions (as transposed into UK law), where such trading is not the main business and is ancillary to non-investment services.
These activities are conducted in a manner that does not require FCA authorisation, as they fall outside the regulated perimeter under the RAO and FSMA. All engagements are structured through dedicated special purpose vehicles (SPVs) to meet jurisdictional requirements, and PanEuro collaborates exclusively with regulated counterparties where necessary.
Cross-Border Considerations
PanEuro's activities are UK-based. When interacting with professional clients or eligible counterparties in the European Economic Area (EEA), PanEuro operates strictly on a cross-border basis, relying on the fact that the 'characteristic performance' of its strategic advisory services takes place entirely outside the EEA. PanEuro does not establish a branch or physical presence in any EU Member State, which is a primary condition for remaining outside local licensing perimeters. Clients outside the UK must ensure compliance with their local laws. PanEuro does not provide regulated services to clients in restricted jurisdictions and reserves the right to decline engagements based on jurisdictional risks.
Eligible Counterparties
PanEuro only engages with professional clients (as defined in the FCA's Conduct of Business Sourcebook (COBS) 3.5) and eligible counterparties. Retail clients are explicitly excluded.
All potential clients must undergo classification as professional clients or eligible counterparties in accordance with FCA COBS rules (even though PanEuro is exempt). PanEuro reserves the right to decline engagement if classification cannot be confirmed.
PanEuro complies with applicable non-regulatory obligations, such as anti-money laundering requirements under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
Investor Protections
As PanEuro is not FCA-authorised:
Clients do not have access to the Financial Ombudsman Service (FOS) or the Financial Services Compensation Scheme (FSCS).
There are no regulatory protections typically afforded to clients of authorised firms.
Clients are encouraged to seek independent advice on the implications of transacting with an exempt entity and to review this page in full before any engagement.
Overview of Exempt Services
PanEuro specializes in special situations, targeting undervalued assets, distressed opportunities, restructurings, and other non-traditional scenarios. We focus on critical company moments such as expansion, stabilization, and turnaround, offering strategic insights to solve problems efficiently and uncover hidden value. Our services include:
Capital Markets Support: Expertise in equity and debt instruments, designing optimal capital structures, refinancing strategies, and securing financing amid varying market conditions.
Mergers and Acquisitions: Full lifecycle assistance, from strategic planning and target identification to due diligence, valuation, negotiation, and integration, on both buy-side and sell-side.
Restructuring and Distress Management: Developing turnaround plans, leading workouts, and stabilizing balance sheets while aligning stakeholder interests.
We work exclusively with professional clients and eligible counterparties, often collaborating with regulated partners to ensure seamless execution. These services are provided strictly within the exempt activities outlined above, without constituting regulated advice.
European Union Regulatory Disclosures
Within the European Union, PanEuro acts exclusively as a strategic corporate advisor and an unregulated commercial introducer (apporteur d'affaires). In all EU-related engagements, PanEuro adheres to the following operational strictures:
No Regulated Intermediation: PanEuro does not engage in the 'reception and transmission of orders' under MiFID II. It does not receive, hold, negotiate, or transmit actionable investment orders or client money, nor does it bring about binding transactions between investors.
Remuneration Structure: PanEuro is compensated solely via a fixed-fee retainer originating from outside the EU. PanEuro does not receive success fees, placement commissions, or any transaction-contingent remuneration originating from EU-based entities or investors.
No AIFMD Marketing: PanEuro does not conduct formal 'marketing' or 'pre-marketing' of alternative investment funds within the EU. It does not act as a delegate on behalf of any Alternative Investment Fund Manager (AIFM) to distribute binding offering memorandums or actionable fund subscription documents.
Compliance: All formal fund marketing, provision of offering documents, and Anti-Money Laundering (AML) / Customer Due Diligence (CDD) clearance are the sole legal responsibility of the relevant regulated fund managers and their authorized EU-licensed representatives.
Use of Special Purpose Vehicles (SPVs)
PanEuro facilitates all of its advisory mandates, investments, and projects through Special Purpose Vehicles (SPVs). Each SPV is a standalone entity structured in accordance with the legal, regulatory, and commercial requirements of the jurisdiction relevant to the specific transaction. This approach allows for:
Ring-Fencing Risks: Isolating project-specific risks and liabilities from the parent company and other investments.
Tax and Regulatory Efficiency: Optimizing structures to comply with local laws while enhancing operational flexibility and minimizing cross-contamination.
Investor Alignment: Enabling tailored co-investment opportunities with sector leaders, where PanEuro may commit its own capital on an exempt, own-account basis.
All SPV-related activities are conducted in collaboration with regulated counterparties and remain within FSMA exemptions.
Document Disclaimer
All documents and materials provided by PanEuro, including but not limited to teasers, private placement memoranda, and investment summaries (collectively, the "Documents"), are for informational purposes only and do not constitute an offer, solicitation, or recommendation to buy or sell any securities or engage in any transaction.
The Documents have not been reviewed or approved by any regulatory authority. PanEuro makes no representations or warranties, express or implied, regarding the accuracy, completeness, or suitability of the information contained therein. Reliance on the Documents is at your own risk.
PanEuro shall not be liable for any losses, damages, or claims arising from the use of or reliance on the Documents, including but not limited to negligence, misrepresentation, or breach of contract. You undertake that you will not seek to sue or hold PanEuro liable in any respect in connection with the opportunity. You confirm that you have conducted your own due diligence, sought independent legal, tax, and financial advice as necessary, and are participating solely on that basis. This disclaimer shall be governed by the laws of England and Wales, and any disputes arising hereunder shall be subject to the exclusive jurisdiction of the courts of England and Wales. For regulatory queries, contact admin@paneuro.co.uk.
Senior Advisors Notice
PanEuro engages Senior Advisors on an independent contractor basis to act as ambassadors for the company. Their role is strictly limited to making referrals of potential investment opportunities to PanEuro for potential onward introduction to our Monaco-based wholesale/sophisticated investor. Referrals consist solely of informing potential parties about our services and providing our contact details, with no further involvement, negotiation, promotion, or engagement in any regulated activities.
Key Disclaimers:
Independent Status: Senior Advisors are not employees, agents, partners, or representatives of PanEuro. They have no authority to bind the company, make commitments on its behalf, or provide financial product advice, deal in financial products, or arrange investments. They operate as independent professionals and are responsible for their own compliance with applicable laws, including taxation.
No Regulated Activities (Australia): The activities of Senior Advisors under their agreements with PanEuro do not constitute providing financial product advice, dealing in financial products, or any other regulated financial services under the UK Financial Services and Markets Act 2000, the Australian Corporations Act 2001 (Cth), or equivalent laws in any jurisdiction. Referrals are limited to factual, non-advisory information and fall within exemptions for non-regulated referrals as per ASIC Regulatory Guide 36 (RG 36) and overseas provider exemptions.
Compensation and Conflicts: Senior Advisors may receive success-based fees tied to qualifying transactions resulting from accepted referrals, as outlined in their individual agreements. They are required to disclose any potential benefits or conflicts of interest to referred parties. PanEuro ensures transparency and resolves any conflicts amicably.
Website Listings: Any profiles or mentions of Senior Advisors on this website are for informational purposes only and do not imply an employment or agency relationship. Listings are included with the Senior Advisor's consent and are subject to the general disclaimers and risk warnings on this website.
No Reliance: Visitors to this website should not rely on any information related to Senior Advisors as financial advice or an endorsement. All potential engagements must be evaluated independently, and professional advice should be sought as needed.
Compliance and Indemnity: Senior Advisors must comply with all applicable laws, including anti-bribery, anti-money laundering, data protection (e.g., UK GDPR and, if applicable, the Privacy Act 1988 (Cth)), and sanctions laws. PanEuro indemnifies Senior Advisors for claims arising from the company's activities, provided they comply with their agreement.
This notice is provided in accordance with our commitment to transparency and regulatory compliance. For further details, refer to the full Senior Advisor Agreement template or contact us at admin@paneuro.co.uk. This notice may be updated without prior notice.
Disclosure of Group Structure, Relationships, and Referral Arrangements
PanEuro Group (“PanEuro” or the “Group”) is an international capital and corporate advisory firm providing objective, conflict-free advice across capital markets, corporate finance, mergers & acquisitions, restructuring, and related strategic matters.
The Group includes Brook Capital Partners and the Brook Family Office as affiliated entities.
Independence and Common Relationship
Brook Capital Partners and the Brook Family Office each operate independently of one another and of PanEuro’s core advisory platform. They share a common, fully disclosed relationship through Paul Brook https://www.paulbrook-merchantbanker.com/.
Paul Brook founded Brook Capital Partners in 2011. He subsequently established Deep Green Capital as a project-specific special purpose vehicle within the PanEuro Group. This historical and ongoing connection is transparent and fully disclosed to all relevant parties, and is an example of PanEuro’s fully disclosed SPV policy.
Brook Capital Partners is listed as an example client on PanEuro’s page detailing global advisory work and representative clients: https://www.paneurocapital.com/client-and-example-advisory-work
Referral Arrangements – Brook Capital Partners Mandate
For deals and opportunities that fit the Brook Capital Partners mandate, PanEuro may (but will not automatically) refer them to Brook Capital Partners.
Brook Capital Partners is a boutique merchant banking firm established in 2011 specialising in distressed assets, special situations, and strategic capital advisory at the intersection of capital markets, restructuring, and private capital.
· Distressed companies impacted by increased costs, supply chain disruptions, or sound fundamentals under acute liquidity or operational pressure
· Energy opportunities arising from the world’s profound and continuing dependence on fossil fuels, with surging demand from artificial intelligence and energy-intensive data centres requiring reliable, scalable energy supply
· Mispriced assets that are overlooked, misunderstood, or out of favour where intrinsic value materially exceeds market price
· Special situations involving complex transactions that require bespoke structuring and principal-level engagement
Related Family Office (Brook Family Office)
PanEuro has access to a related family office that invests in diverse opportunities across asset classes and industries targeting high-potential companies and technologies with robust fundamentals, innovation, scalable growth, and exceptional leadership.
"Coat-Tails Policy" - for early stage, exploration and distressed assets the Brook Family Office will consider co-investment with industry and sector specialist investors.
(Source: https://www.paneurocapital.com/our-capabilities – Private Capital section, linking to the Brook Family Office at https://www.brook-capital.com/brook-family-office)
Important Disclaimers
Referrals, if made, are discretionary and non-exclusive.
All entities maintain operational independence.
This Notice is provided solely for transparency and regulatory disclosure purposes.
It does not constitute an offer to sell, a solicitation of an offer to buy, or a recommendation to engage any party.
Clients and counterparties should conduct their own independent due diligence.
Public Notice — Cease & Desist Order -
JATIN BHATNAGAR
Issued: 24 March 2026
Jatin Bhatnagar is subject to a Cease & Desist Order issued by PanEuro Special Situations Ltd.
Background
Jatin Bhatnagar was formerly engaged by PanEuro Special Situations Ltd. His roles during his engagement were Investment Banking Analyst and subsequently Associate Director. Any other title attributed to PanEuro is incorrect. That engagement has terminated. Following the conclusion of his engagement, PanEuro Special Situations Ltd conducted a review of Mr Bhatnagar's conduct during and subsequent to his tenure.
On 24 March 2026, PanEuro Special Situations Ltd issued a formal Cease & Desist Order to Jatin Bhatnagar.
Grounds
The Cease & Desist Order was issued in respect of the following conduct:
1. Deliberate breach of confidentiality and unauthorized disclosure of information relating to PanEuro's business affairs, internal matters, and commercial relationships.
2. Misuse of corporate identity and misrepresentation of continuing affiliation with PanEuro or its associated entities after the end of his engagement.
3. Use of a separately registered company as the apparent platform for investment banking activity, conveying a misleading impression of legitimacy and authorisation.
4. Attempted diversion of commercial relationships and business opportunities belonging to PanEuro for personal or third-party benefit.
The subject’s actions were neither incidental nor accidental; they constituted a calculated, systematic campaign of deceit specifically designed to exploit confidential and commercially sensitive assets for unauthorized ends. This was a premeditated breach of fiduciary duty that weaponized proprietary information against the interests of the firm.
Upon review, Jatin Bhatnagar's behavior transcends mere negligence to reach the threshold of irredeemable gross misconduct. The persistence and sophistication of these acts reveal a fundamental moral bankruptcy and a total absence of professional probity. By choosing a path of strategic dishonesty, Jatin Bhatnagar has demonstrated a character defined by profound ethical failure, rendering him utterly unfit for any position of trust or professional responsibility. Jatin Bhatnagar's conduct represents an absolute repudiation of the integrity required to operate within the finance industry.
Formal Determination
PanEuro Special Situations Ltd has determined that Mr Bhatnagar's conduct is properly characterized as involving dishonesty, misrepresentation, breach of confidence, misuse of corporate identity, appropriation of goodwill, diversion of business opportunity, abuse of position, serious conflict of interest, and conduct incompatible with trust and confidence.
Withdrawal of Endorsement
The Experience Certificate and Letter of Recommendation issued to Mr Bhatnagar by PanEuro Special Situations Ltd in September 2025 have been withdrawn with immediate effect as of 24 March 2026. PanEuro no longer stands behind or endorses either document. Any party seeking verification of Mr Bhatnagar's tenure or a reference should contact admin@paneuro.co.uk.
Notice to Third Parties
Any party considering entering into any arrangement with Jatin Bhatnagar that impacts PanEuro's business affairs, client relationships, or commercial opportunities is strongly advised to contact PanEuro Special Situations Ltd at admin@paneuro.co.uk before proceeding. Failure to make such enquiry may be treated as evidence of knowing participation in the breach of contractual obligations owed to PanEuro, and PanEuro reserves the right to pursue all available legal remedies against any party who facilitates, benefits from, or is complicit in such conduct.
