8 Oct 2013 07:00
Recommended acquisition of
Noble Investments (UK) PLC
by
The Stanley Gibbons Group PLC
Posting of Scheme Document
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 offer for the entire issued and to be issued share capital of Noble by Stanley Gibbons. The Acquisition is to be implemented by way of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Accordingly, Noble now announces that a circular to Noble Shareholders in relation to the Scheme (the "Scheme Document") is being posted to Noble shareholders today, 8 October 2013. The Scheme Document contains, 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.
Notices of the Court Meeting and the General Meeting
Notices of the Court Meeting and the General Meeting are set out in the Scheme Document. Both the Court Meeting and the General Meeting will be held on 30 October 2013 at 6 Agar Street, London WC2N 4HN, with the Court Meeting to commence at 10.00 a.m. and the General Meeting to commence at 10.15 a.m. (or as soon thereafter as the Court Meeting has concluded or been adjourned).
Timetable
The Scheme Document also contains an expected timetable of principal events relating to the Scheme, a copy of which is set out in the appendix to this announcement. As set out in that timetable, subject to the satisfaction or waiver of the Conditions to the Scheme, it is currently expected the Scheme will become effective on 21 November 2013. However, the dates in the timetable are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If any of the expected dates set out in the timetable change, the Company will give notice of the change by issuing an announcement to a Regulatory Information Service.
The Scheme Document will shortly be available to view and download on the Company's website at http://www.nobleinvestmentsplc.com/cms/pages/investor-relations under the heading 'Recommended Cash Acquisition by Stanley Gibbons'.
All references in this announcement to times are to London time.
Unless the context otherwise requires, terms defined in the Scheme Document have the same meanings in this announcement.
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
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.
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.
Dealing disclosure requirements
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 an offeree company or of any paper 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 periodand, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interestsand short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper 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 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant personswho deal in the relevant securities of the offeree company or of a paper 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 the offeree company or of any paper offeror must make a Dealing Disclosure if the person dealsin any relevant securities of the offeree company or of any paper 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) the offeree company and (ii) any paper 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 pm (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 an offeree company or a paper 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 the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for the implementation of the Scheme.
Event | Time and date | |
Latest time for lodging Forms of Proxy for the:- | ||
Court Meeting (BLUE Form of Proxy) | 10.00 a.m. on 28 October 2013 | |
General Meeting (WHITE Form of Proxy) | 10.15 a.m. on 28 October 2013 | |
Voting Record Time | 6.00 p.m. on 28 October 2013 | |
Court Meeting | 10.00 a.m. on 30 October 2013 | |
General Meeting | 10.15 a.m. on 30 October 2013 | |
Scheme Court Hearing | 18 November 2013
| |
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 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
|
All times shown are London times (unless otherwise stated). All dates and times are based on Noble's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to Noble Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange.