27 Oct 2014 14:43
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
27 October 2014
On 29 September 2014, the boards of directors of Stanley Gibbons and Mallett announced 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 whole of Mallett's issued and to be issued share capital.
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 the same day.
Offer unconditional in all respects
On 20 October 2014, being the first closing date of the Offer, Stanley Gibbons and TFAAG announced that the acceptance condition to the Offer had been satisfied and that all remaining conditions to the Offer, as set out in the Offer Document, had been satisfied or waived. Accordingly, the Offer was declared wholly unconditional.
Delisting and cancellation of trading
As set out in the Offer Document, as the Offer has become wholly unconditional and TFAAG has received valid acceptances under the Offer in respect of more than 75 per cent. of the voting rights of Mallett, Mallett has applied to the UK Listing Authority for the cancellation of listing of the Mallett Shares from the UK Listing Authority's Official List and trading on the London Stock Exchange's main market for listed securities.
The required notice period has commenced and cancellation of listing of the Mallett Shares from the UK Listing Authority's Official List and trading on the London Stock Exchange's main market for listed securities is expected to take effect on 18 November 2014.
The cancellation of the admission of Mallett Shares to trading on the London Stock Exchange's main market will significantly reduce the liquidity and marketability of any Mallett Shares not assented to the Offer.
Offer timetable
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.
Further details of the Offer timetable and action to be taken to accept the Offer are contained in TFAAG's announcement made on 20 October 2014.
Terms used in this announcement will have the meanings given to them in the Offer Document dated 29 September 2014, unless otherwise stated.
Further enquiries:
Mallett PLC
Giles Hutchinson Smith (Chief Executive) Tel: +44 (0) 20 7499 7411
Smith Square Partners LLP (financial adviser to Mallett)
John Craven, Jade Jack Tel: +44 (0) 20 3696 7260
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) contains 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.
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.