30 Sep 2014 10:26
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
Posting of Offer Document
The boards of directors of The Stanley Gibbons Group plc ("Stanley Gibbons") and Mallett PLC ("Mallett") yesterday announced 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 (the "Offer"). Mallett and Stanley Gibbons hereby announce that the Offer Document, containing the full terms of, and conditions to the Offer (the "Offer Document") together with a Form of Acceptance (in respect of Mallett Shares held in certificated form), was posted to Mallett Shareholders yesterday.
Information for Shareholders
The Offer will initially remain open for acceptance until 1.00 p.m. (London time) on 20 October 2014.
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 20 October 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 so as to ensure than an electronic acceptance is made by you or on your behalf and that settlement is made no later than 1.00 p.m. (London time) on 20 October 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.
Shareholder helpline
A Shareholder helpline is available for Mallett Shareholders. If Mallett Shareholders are in any doubt as to the procedure for acceptance, they should contact Capita Asset Services on 0871 664 0321 from within the United Kingdom or +44 20 8639 3399 if calling from outside the United Kingdom. Calls to the 0871 664 0321 number cost 10 pence per minute from a BT landline. Other network providers' charges may vary. Lines are open 9.00 a.m. to 5.30 p.m. (London time) Monday to Friday. Calls to the helpline from outside the United Kingdom will be charged at the applicable international rate. Different charges may apply to calls from mobile telephones and calls may be recorded and randomly monitored for security and training purposes. The helpline cannot provide advice on the merits of the Offer nor give any financial, legal or tax advice.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this announcement, the Offer Document and the Form of Acceptance will be made available, subject to certain restrictions in relation to persons resident in Restricted Jurisdictions, on Stanley Gibbons's website at www.stanleygibbons.com/stanleygibbons/view/content/Mallett_Disclaimerunder the Corporate section and on Mallett's website at www.mallettantiques.com under the Corporate Information section by no later than 12 noon (London time) today.
Neither the contents of Mallett's website nor Stanley Gibbons'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 nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.
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, Matthew Armitt 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) 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.
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.
Overseas Shareholders
The availability of the Offer or the distribution of this announcement to Mallett Shareholders who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located or of which they are citizens. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Offer Document.
The release, publication or distribution of this announcement in jurisdictions other than in 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 applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange 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 the United Kingdom.
The Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.
Forward-looking statements
This announcement, including information included or incorporated by reference in this announcement, oral statements made with regard to the Offer and other information published by TFAAG, Stanley Gibbons and Mallett contain statements that are or may be deemed to be ''forward-looking statements''. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of TFAAG, Stanley Gibbons and/or Mallett about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer on TFAAG, Stanley Gibbons and/or Mallett, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as ''targets'', ''plans'', ''aims'', ''intends'', ''expects'', ''anticipates'', ''believes'' ''estimates'', ''will'', ''may'', ''budget'', ''forecasts'' and ''should'' and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of TFAAG, Stanley Gibbons or Mallett. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements.
Investors should not place undue reliance on any forward-looking statements and none of TFAAG, Stanley Gibbons, any member of the Stanley Gibbons Group nor Mallett, any member of the Mallett Group, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward looking statement in this announcement will actually occur.
The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the provision of copies of this announcement shall not give rise to any implication that there has been no change in the facts set out herein since such date.
No profit forecast
Nothing contained in this announcement is intended, or shall be deemed, to be a profit forecast, profit estimate or projection, and no statement in this announcement should be interpreted to mean that the earnings or earnings per ordinary share of Stanley Gibbons or Mallett, as appropriate, for the current or future financial years will necessarily match or exceed the historical or published earnings or earnings per ordinary share of Stanley Gibbons or Mallett, as appropriate.
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.
Defined terms
Terms defined in the Offer Document shall have the same meaning in this announcement unless the context otherwise requires.