21 Nov 2013 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
For immediate release
21 November 2013
Recommended acquisition of Noble Investments (UK) plc ("Noble")
by
The Stanley Gibbons Group plc ("Stanley Gibbons" or the "Company")
Scheme effective and issue of equity
On 26 September 2013, the boards of Stanley Gibbons and Noble announced that they had reached agreement on the terms of a recommended acquisition of the entire issued and to be issued share capital of Noble by Stanley Gibbons (the "Acquisition") to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
The Company is today pleased to announce that the Scheme has now become effective in accordance with its terms. The admission to trading on AIM of the Noble Shares was cancelled with effect from 8.00 am today.
Under the terms of the Acquisition, Noble Shareholders are entitled to receive 192.5 pence in cash and 0.21186 Stanley Gibbons Shares for each Scheme Share.
The cash element of the consideration is being funded by a fully underwritten placing by Peel Hunt on behalf of Stanley Gibbons. The conditions of the placing to raise approximately £40.0m (£38.1m net of expenses) have now been satisfied.
Pursuant to the Scheme, 3,758,878 New Stanley Gibbons Shares (the "Consideration Shares") will be issued to Noble Shareholders to satisfy the share element of the consideration.
Application has therefore been made to the London Stock Exchange for the Placing Shares and the Consideration Shares to be admitted to trading on AIM, totalling 17,318,200 new Stanley Gibbons Shares. It anticipated that the dealings in the Placing Shares and the Consideration Shares will commence at 8.00 a.m. on 22 November 2013.
Following Admission of the Placing Shares and Consideration Shares, the Company's total issued share capital will comprise 46,091,227 Ordinary Shares.
Stanley Gibbons can also confirm that following the Scheme becoming effective, Ian Goldbart will now join the Stanley Gibbons Board as an executive director.
Enquiries:
The Stanley Gibbons Group PLC
Michael Hall (Chief Executive) Tel: +44 (0) 1534 766711
Peel Hunt LLP - Financial adviser, NOMAD and broker to Stanley Gibbons
Dan Webster, Richard Brown, Matthew Armitt Tel: +44 (0) 20 7418 8900
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.
This announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise.
The release, publication or distribution of this announcement in jurisdictions other than 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 restrictions may constitute a violation of the securities laws of any such jurisdiction
This announcement has been prepared for the purposes of complying with the laws of England and Wales 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 England and Wales.
The availability of the Acquisition to Noble Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.
Capitalised terms used in the scheme document published by Noble on 8 October 2013 shall, unless the context provides otherwise, have the same meanings in this announcement.
Publication on website
A copy of this announcement will be available free of charge on Stanley Gibbons website at www.stanleygibbons.com under the Corporate section. For the avoidance of doubt, the content of the website referred to above is not incorporated into, and does not form part of, this announcement.