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RNS Number : 5734T
Stanley Gibbons Group PLC
21 November 2013
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 GBP40.0m (GBP38.1m
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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