SGI.L Regulatory News (SGI)

The Stanley Gibbons Group PLC ("the Company")

Agreement with Phoenix S. G. Limited ("Phoenix SG")

On 27th February 2018, the Company posted a circular to shareholders outlining various proposals to effect a refinancing of the Company which were subsequently approved on 16 March 2018. As a part of these proposals, an inventory acquisition agreement was entered into by Phoenix UK Fund Limited ("Phoenix UK") pursuant to which Phoenix UK acquired certain trading inventory consisting of approximately 1,900 items with a value of £3.25 million (the "Portfolio") from the administrators of Stanley Gibbons Guernsey Limited. Phoenix UK subsequently sold the Portfolio to a wholly owned subsidiary, Phoenix SG.

The Company announces that its subsidiary, Stanley Gibbons Limited ("SGL") has today entered in to an agreement with Phoenix SG under which SGL has agreed to acquire the majority of the Portfolio from Phoenix SG for an initial consideration of £5.2million, which is payable in cash to Phoenix SG over the term of the agreement, as and when sales of the inventory are made to third parties and will be the net proceeds, after deduction of a commission payment to be made to SGL, on completed sales. The commission payment is in line with that which SGL would earn on similar deals with unrelated parties. The agreement is for a total term of 10 years and any sale at a value that is less than the base cost of an inventory item can only be made with the specific permission of Phoenix SG. To the extent that all of the inventory is sold and the appropriate payments have been made by SGL to Phoenix SG no further consideration will be due. To the extent that inventory remains to be sold at the end of the agreement the relevant inventory will be returned to Phoenix SG and no further consideration will be due.

Phoenix SG is currently interested in 58.09 per cent. of the issued share capital of the Company and the transaction referred to above constitutes a transaction with a related party of the Company for the purposes of the AIM Rules. The Directors of the Company (excluding Graham Shircore who is the CEO of the Company and an appointee of Phoenix SG) consider, having consulted with finnCap Limited, that the terms of the transaction are fair and reasonable so far as the Company's shareholders are concerned.

As a result of this agreement SGL will have both the opportunity to make commissions from subsequent sales but also to further improve the range of items it is able to offer, which will be exclusively available for sale, from its website and specialist dealers.

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