20 Oct 2014 16:57
THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Recommended Cash Offer
by
The Fine Art Auction Group Limited
(a wholly owned subsidiary of The Stanley Gibbons Group plc)
for
Mallett PLC
OFFER UNCONDITIONAL AS TO ACCEPTANCES AND DECLARED WHOLLY UNCONDITIONAL
The boards of directors of Stanley Gibbons and Mallett announced on 29 September 2014 that they had reached agreement on the terms of a recommended cash offer to be made by TFAAG, a wholly-owned subsidiary of Stanley Gibbons, for the entire issued and to be issued share capital of Mallett.
On 30 September 2014, Stanley Gibbons and Mallett announced that the Offer Document, containing the full terms of, and conditions to, the Offer together with a Form of Acceptance (in respect of Mallett Shares held in certificated form), was posted to Mallett Shareholders on 29 September 2014. The Offer Document included the unanimous recommendation by the Mallett Board for Mallett Shareholders to accept the Offer.
Stanley Gibbons and TFAAG are pleased to announce that, as at 1.00 p.m. (London time) on 20 October 2014, being the first closing date of the Offer, the acceptance condition to the Offer has been satisfied and the Offer has become unconditional as to acceptances.
Stanley Gibbons and TFAAG are also pleased to announce that all remaining conditions to the Offer, as set out in the Offer Document, have been satisfied or waived and, accordingly, the Offer is declared wholly unconditional.
Level of acceptances
As at 1.00 p.m. (London time) on 20 October 2014, TFAAG had received valid acceptances of the Offer in respect of 13,138,360 Mallett Shares (representing approximately 95.2 per cent. of the existing issued share capital of Mallett). So far as TFAAG is aware, none of these acceptances have been received from persons acting in concert with TFAAG.
Prior to the announcement of the Offer, TFAAG had obtained irrevocable undertakings to accept, or procure the acceptance of, the Offer from certain Mallett Shareholders in respect of 10,247,700 Mallett Shares, representing in aggregate approximately 74.3 per cent. of the existing issued share capital of Mallett. In respect of the Mallett Shares which are the subject of irrevocable undertakings, TFAAG has as at 1.00 p.m. (London time) on 20 October 2014 received valid acceptances in respect of 10,247,700 Mallett Shares, representing approximately 74.3 per cent. of the existing issued share capital of Mallett.
Offer timetable and action to be taken
The Offer will remain open for acceptance until 3 November 2014, being 14 days after the date on which the Offer has been declared unconditional as to acceptances.
The Offer will close at 1.00 p.m. (London time) on 3 November 2014. Failure to accept the Offer by 1.00 p.m. (London time) on 3 November 2014 will mean that you will not be entitled to accept the Offer.
Mallett Shareholders who have not already validly accepted the Offer are encouraged to do so without delay.
If you hold Mallett Shares in certificated form, to accept the Offer you should complete, sign and return the Form of Acceptance along with your share certificate(s) and/or other document(s) of title as soon as possible and, in any event, so as to be received by Capita Asset Services by no later than 1.00 p.m. (London time) on 3 November 2014.
If you hold Mallett Shares in uncertificated form (that is, in CREST), to accept the Offer you should do this electronically through CREST in accordance with the instructions set out in the Offer Document by no later than 1.00 p.m. (London time) on 3 November 2014.
If you hold Mallett Shares as a CREST sponsored member you should refer to your CREST sponsor before taking any action. Only your CREST sponsor will be able to send the necessary TTE instruction(s) to Euroclear in relation to your Mallett Shares.
Settlement
Settlement of the consideration due to Mallett Shareholders who have already provided valid and complete acceptances under the Offer will be despatched (or in respect of Mallett Shares held in uncertificated form, credited through CREST) by 3 November 2014. The consideration due to Mallett Shareholders who provide valid and complete acceptances under the Offer after 1.00 p.m. (London time) on 20 October 2014, but while the Offer remains open for acceptance, will be despatched (or in respect of Mallett Shares held in uncertificated form, credited through CREST) within 14 days of the date on which such acceptances are received or, in the case of electronic acceptances, made.
Compulsory acquisition, de-listing and cancellation of trading
TFAAG confirms that, as set out in the Offer Document, as valid acceptances have been received by TFAAG under the Offer in respect of more than 90 per cent. of the Mallett Shares to which the Offer relates, TFAAG will apply the provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any remaining Mallett Shares to which the Offer relates on the same terms as the Offer.
TFAAG also confirms that, as valid acceptances have been received by TFAAG under the Offer in respect of more than 75 per cent. of Mallett's issued share capital, and the Offer has been declared wholly unconditional, as advised in the Offer Document TFAAG will today notify the Mallett Board that the Mallett Directors should make an application for the cancellation of the listing of Mallett Shares on the Official List and for the cancellation of trading of Mallett Shares on the London Stock Exchanges' main market for listed securities. It is anticipated that following the cancellation of admission of Mallett Shares to trading on the London Stock Exchange's main market for listed securities, Mallett will also be re-registered as a private limited company under the relevant provisions of the Companies Act.
Mallet Shareholders are strongly recommended to accept the Offer as the cancellation of the admission to trading on the London Stock Exchange's main market for listed securities and re-registration as a private limited company will significantly reduce the liquidity and marketability of any Mallett Shares.
Interests in Mallett Shares
As at close of business on 17 October 2014, being the last practicable date prior to the date of this announcement, neither TFAAG nor any person acting in concert with TFAAG is interested in, or has any rights to subscribe for any relevant securities of Mallett, or has any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a
derivative or any arrangement in relation to any relevant securities of Mallett. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Mallett and any borrowing or lending of any relevant securities of Mallett which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Mallett.
Further information
Copies of the Offer Document and Form of Acceptance are available (during normal business hours) from Capita Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.
A copy of all announcements made by Stanley Gibbons in relation to the Offer, copies of the Offer Document and the Form of Acceptance and certain other documents relating to the Offer are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Stanley Gibbons's website at: www.stanleygibbons.comunder the Corporate section and on Mallett's website under the Corporate Information section at www.mallettantiques.com. For the avoidance of doubt, neither the contents of Stanley Gibbons's website nor Mallett's website, nor the contents of any website accessible from hyperlinks on such websites (or any other website), is incorporated into, or forms part of, this announcement.
Terms used in this announcement will have the meanings given to them in the Offer Document dated 29 September 2014, unless otherwise stated.
Commenting on the transaction, Michael Hall, CEO of Stanley Gibbons, said:
"We are delighted that our offer has been accepted by the Mallett shareholders. This acquisition complements last year's acquisition of Noble, providing us with a comprehensive platform from which to deliver on our established strategy to become a leading online collectibles marketplace and a global auction house for fine and decorative arts, collectibles and other valuables. The acquisition also provides the Stanley Gibbons Group with exceptional and prestigious premises on London's Dover Street and New York's Madison Avenue, whilst substantially enhancing the range of services we can offer vendors of valuable estates and major collections.
The Board believes that the addition of the valuable Mallett brand and related expertise represents a critical enhancement to the Stanley Gibbons Group's services and a major step forward to deliver on its stated strategy, in particular providing a stronger online auction platform to enhance its online collectibles marketplace, due to launch later this year."
Further enquiries:
The Stanley Gibbons Group plc
Michael Hall (Chief Executive) Tel: +44 (0) 1534 766711
Mallett PLC
Giles Hutchinson Smith (Chief Executive) Tel: +44 (0) 20 7499 7411
Peel Hunt LLP (financial adviser, nomad and broker to Stanley Gibbons)
Dan Webster, Richard Brown Tel: +44 (0) 20 7418 8900
Smith Square Partners LLP (financial adviser to Mallett)
John Craven, Jade Jack Tel: +44 (0) 20 3696 7260
Tavistock (financial PR to Stanley Gibbons)
Lulu Bridges, Teresa Towner Tel: +44 (0) 20 7920 3150
This announcement is for information only and is not intended to and does not constitute, or form part of any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to Mallett Shareholders holding shares in certificated form only) will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. Any response to the Offer should be made only on the basis of the information contained in the Offer Document.
Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TFAAG and Stanley Gibbons and no-one else in connection with the Offer and other matters referred to in this announcement and will not be responsible to anyone other than TFAAG and Stanley Gibbons for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Peel Hunt nor any of its 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 this announcement and any statement contained herein or otherwise.
Smith Square Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Mallett and no-one else in connection with the Offer and other matters referred to in this announcement and will not be responsible to anyone other than Mallett for providing the protections afforded to clients of Smith Square Partners or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Smith Square Partners nor any of its 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 Smith Square Partners in connection with this announcement and any statement contained herein or otherwise.
Disclosure requirements of the Code
The disclosure requirements of the Code are set out in more detail in Rule 8 of the Code. Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Mallett or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following this announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Mallett and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following this Announcement or any announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Mallett or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more of any class of relevant securities of Mallett or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Mallett or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) Mallett and (ii) any securities exchange offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of Mallett or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by Mallett and by any offeror and Dealing Disclosures must also be made by Mallett, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified.
You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.