30 Aug 2022 17:41
FOR IMMEDIATE RELEASE
30 August 2022
The Stanley Gibbons Group plc
(the "Company")
Result of Extraordinary General Meeting and Cancellation of the Company's Ordinary Shares to Trading on AIM
The Board of The Stanley Gibbons Group plc (AIM: SGI) announces that at the Extraordinary General Meeting held earlier today, the special resolution to approve the proposed cancellation of the admission of the Company's Ordinary Shares to trading on AIM ("Cancellation") was duly passed.
As a result, the last day of dealings in the Company's Ordinary Shares on AIM will be Tuesday 6 September 2022 and the Cancellation will become effective at 7.00 a.m. on Wednesday 7 September 2022, subject to a dealing notice, as defined in the AIM Rules for Companies, being issued.
All defined terms in this announcement, unless otherwise defined, will have the same meaning as those defined in the Circular dated 22 July 2022.
Prior to the Cancellation
The Independent Directors are concerned to ensure that Shareholders have an opportunity to sell their Ordinary Shares notwithstanding the proposed Cancellation. At the request of the Board therefore, Phoenix Asset Management Partners has agreed with the Company that Phoenix S.G. or one of its group companies has placed a Share Purchase Order, pursuant to which its broker is instructed to purchase in the market any Ordinary Shares offered for sale at a price of 1.5 pence per Ordinary Share. This represents a small premium of 3.5 per cent. to the closing mid-market price of an Ordinary Share at close of business on 21 July 2022, the last business day prior to the publication to the Circular. Phoenix Asset Management Partners has committed to procure that such order will remain open until the last trading day on AIM being 6 September 2022. All Shareholders who wish to sell their Ordinary Shares in the market at that price will therefore have the opportunity to do so. Shareholders should consult with their own independent financial adviser and/or broker should they wish to consider selling their interests in the market prior to the Cancellation becoming effective, as it will be necessary to instruct a broker to place an order in the market for the sale of the relevant Ordinary Shares.
Following the Cancellation
The Independent Directors are aware that the Cancellation, as approved by Shareholders at the Extraordinary General Meeting, would make it more difficult for Shareholders to buy and sell Ordinary Shares should they wish to do so.
Therefore, the Company has made arrangements for a Matched Bargain Facility to assist Shareholders to trade in the Ordinary Shares to be put in place from the date of Cancellation. The Matched Bargain Facility will be provided by J P Jenkins. JP Jenkins is part of Peterhouse Corporate Finance Limited, which is authorised and Regulated by the Financial Conduct Authority, a Member of the London Stock Exchange, an Aquis Stock Exchange Corporate Adviser.
Under the Matched Bargain Facility, Shareholders or persons wishing to acquire or dispose of Ordinary Shares will be able to leave an indication with JP Jenkins, through their stockbroker (JP Jenkins is unable to deal directly with members of the public), of the number of Ordinary Shares that they are prepared to buy or sell at an agreed price. In the event that J P Jenkins is able to match that order with an opposite sell or buy instruction, it would contact both parties and then effect the bargain. Details of the Matched Bargain Facility will be made available to Shareholders on the Company's website at www.stanleygibbonsplc.com
At the request of the Board, Phoenix Asset Management Partners has confirmed to the Company that following the Cancellation, it will continue to purchase, or procure that one of its group companies will continue to purchase, further Ordinary Shares at a price of 1.5 pence per Ordinary Share through the Matched Bargain Facility, although its commitment to do so will expire on 19 October 2022 (being 30 days following the Cancellation). This will provide all Shareholders who wish to sell their Ordinary Shares at that price after the Cancellation becomes effective with an opportunity to do so. Following expiry of this period, the ability of Shareholders to be able to sell Ordinary Shares through the Matched Bargain Facility will be entirely dependent on their being a willing buyer for the time being.
For further information, contact:
The Stanley Gibbons Group plc +44 (0)207 836 8444
Harry Wilson (Chairman)
Graham Shircore (Chief Executive Officer)
Kevin Fitzpatrick (Chief Finance Officer)
Liberum Capital Limited (Nomad and Broker) +44 (0)203 100 2000
Andrew Godber
Edward Thomas