30 Oct 2013 12:01
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
30 October 2013
Recommended acquisition of
Noble Investments (UK) PLC
by
The Stanley Gibbons Group plc
Approval of Scheme of Arrangement at Court Meeting and General Meeting
On 26 September 2013, Noble Investments (UK) PLC (the "Company" or "Noble") announced that the boards of directors of the Company and The Stanley Gibbons Group plc ("Stanley Gibbons") had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Noble by Stanley Gibbons. The Acquisition is to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
On 8 October 2013, Noble published and posted a circular (the "Scheme Document") to Shareholders of Noble. The Scheme Document contained, amongst other things, the full terms and conditions of the Scheme and an explanatory statement in compliance with section 897 of the Companies Act 2006.
The Directors of Noble are pleased to announce that at the Court Meeting and the General Meeting held earlier today, the resolutions proposed at the respective meetings were duly passed.
Court Meeting
The resolution to approve the Scheme proposed at the Court Meeting was decided on a poll and the resolution was passed. The result of the poll was as follows:-
Number of Scheme Shares voted | % of Scheme Shares voted | % of total Scheme Shares
| |
For | 8,346,829 | 99.88% | 50.55% |
Against | 9,680 | 0.12% | 0.06% |
General Meeting
The special resolution toapprove and give effect to the Scheme and, to authorise the Directors to effect the Scheme, to approve a reduction of the Company's share capital; to pay up in full at par new ordinary shares of 1 pence each out of the reserve so created; to authorise the Directors of the Company to allot relevant securities of the Company to Stanley Gibbons; and to authorise certain changes to the Company's articles of association, was duly passed on a show of hands.
The expected timetable for implementation of the Scheme is as follows:-
Event
| Time and date | |
Suspension of admission to trading and dealings in Noble Shares on AIM and disablement of Noble Shares in CREST
| 7.00 a.m. on 18 November 2013 | |
Scheme Court Hearing | 18 November 2013
| |
Scheme Record Time | 6.00 p.m. on 19 November 2013 | |
Reduction Court Hearing | 20 November 2013
| |
Scheme Effective Date and cancellation of trading on AIM of Noble Shares | 7.00 a.m. on 21 November 2013
| |
Admission to trading on AIM of New Stanley Gibbons Shares and the Placing Shares and CREST accounts credited in respect of New Stanley Gibbons Shares
| 8.00 a.m. on 22 November 2013 | |
Posting of certificates for New Stanley Gibbons Shares in certificated form | no later than 4 December 2013 | |
Latest date of despatch of cheques and settlement through CREST or other form of payment
| no later than 4 December 2013 | |
Latest date for Scheme to become effective | 31 December 2013
|
Enquiries:
The Stanley Gibbons Group plc
Michael Hall (Chief Executive) Tel: +44 (0) 1534 766711
Noble Investments (UK) PLC
Ian Goldbart (Chief Executive Officer) Tel: +44 (0) 20 7930 6879
Peel Hunt LLP
Dan Webster, Richard Brown, Matthew Armitt Tel: +44 (0) 20 7418 8900
WH Ireland Limited
Chris Fielding, James Bavister Tel: +44 (0) 20 7220 1666
WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Noble and no one else in connection with the Acquisition and other matters referred to in this Announcement, and will not be responsible to anyone other than Noble for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the Acquisition and the other matters referred to in this Announcement. Neither WH Ireland nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of WH Ireland in connection with the Acquisition or any other matter referred to in this Announcement, any statement contained herein or otherwise.
Peel Hunt, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Stanley Gibbons and no one else in connection with the Acquisition and other matters referred to in this Announcement, and will not be responsible to anyone other than Stanley Gibbons for providing the protections afforded to clients of Peel Hunt nor for providing advice in relation to the Acquisition and the other matters referred to in this Announcement. Neither Peel Hunt nor any of its subsidiaries, branches or affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Peel Hunt in connection with the Acquisition or any other matter referred to in this Announcement, any statement contained herein or otherwise.
This announcement is for information purposes only and does not constitute an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy any securities, pursuant to the Acquisition or otherwise. The Acquisition will be made solely by means of the Scheme Document, which contains the full terms and conditions of the Acquisition, including details of how the Acquisition can be approved and completed.
Whether or not certain Noble Shares were voted at the Court Meeting or the General Meeting, if the Scheme becomes effective, those Noble Shares will be cancelled pursuant to the Scheme in return for the payment by Stanley Gibbons of 192.5 pence in cash and the issue and allotment of 0.21186 New Stanley Gibbons Shares per Noble Share.
Overseas shareholders
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This announcement does not constitute an offer or an invitation to purchase or subscribe for any securities or a solicitation of an offer to buy any securities pursuant to this announcement or otherwise in any jurisdiction in which such offer or solicitation is unlawful. This announcement has been prepared for the purposes of complying with the laws of England and Wales and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside England and Wales.
The Acquisition relates to shares in a UK company and is proposed to be effected by means of a scheme of arrangement under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the Securities Exchange Act of 1934, as amended. Accordingly, the Acquisition is subject to the disclosure requirements, rules and practices applicable in England and Wales to schemes of arrangement, which differ from the requirements of the US proxy solicitation and tender offer rules. However, if Stanley Gibbons were to elect to implement the Acquisition by means of a Takeover Offer (which it reserves the right to do), such Takeover Offer will be made in compliance with all applicable laws and regulations, including the US tender offer rules, to the extent applicable.
The availability of the Acquisition to Noble Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Unless otherwise agreed by Stanley Gibbons and Noble, or required by the Code, and permitted by applicable law and regulation, the Acquisition will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and no person may vote in favour of the Scheme by any such use, means, instrumentality or form within a Restricted Jurisdiction or any other jurisdiction if to do so would constitute a violation of the laws of that jurisdiction. Accordingly, copies of this announcement and all documents relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Acquisition (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions where to do so would violate the laws in that jurisdiction.
Publication on website
Copies of this announcement and the Scheme Document will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Noble's website at www.nobleinvestmentsplc.com under the Investor Relations section.
For the avoidance of doubt, the content of the website referred to above is not incorporated into and does not form part of this announcement.