TIDMSGI
RNS Number : 9070P
Stanley Gibbons Group PLC
31 October 2012
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION BY ANY MEANS OR MEDIA, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, CANADA,
AUSTRALIA OR JAPAN
The Stanley Gibbons Group plc
("Stanley Gibbons" or the "Company")
Proposed Acquisition of the Assets of Stampwants.com, Inc. and
Placing of 3,076,923 new Ordinary Shares at 195 pence per Ordinary
Share
The Stanley Gibbons Group plc is pleased to announce that today
it has conditionally agreed to acquire the assets of Stampwants.com
Inc, trading as bidStart ("bidStart"), a US-based collectibles
business, for a total consideration of USD 1.0 million (the
"Acquisition").
In order to finance the cash portion of the Acquisition and to
meet the significant working capital requirements to develop its
online collectibles trading platform, Peel Hunt LLP ("Peel Hunt")
has conditionally placed 3,076,923 new ordinary shares of 1 pence
each in the capital of the Company ("Ordinary Shares") with new and
existing shareholders at a price of 195 pence per new Ordinary
Share (the "Placing").
Information on and benefits of the Acquisition
bidStart is a US-based online collectibles trading platform with
particular focus on the stamp and postcard markets. The business
operates a customised search engine specifically built for the
trading of collectibles, providing a fully transparent marketplace
for buyers and sellers.
Since inception, bidStart has sold over 3.5 million items, with
over 70 per cent. of sellers providing recurring revenues to
bidStart through store subscription services. There are currently
over 6.4 million lots available for sale on bidStart, 3 million of
which are stamp lots. For the year ended 31 December 2011, total
revenues of USD 0.3 million was generated. Commission fees are the
main source of revenue for bidStart and revenues are also generated
from subscription fees, upgrade fees, public/live auctions, and
advertising.
In the last few years Stanley Gibbons has made a significant
investment in its own website and back office systems in order to
drive online opportunities, with a strategy of becoming more of a
service provider than a traditional dealer. The new Stanley Gibbons
website was launched in May 2011 and since then, the Company has
reported significant increases in revenue from this channel. The
next phase of the Company's internet strategy is the launch of a
trading platform to access the low value/high volume end of the
philatelic market and the Acquisition provides Stanley Gibbons with
the opportunity to leverage its brand in this market globally.
The objective for Stanley Gibbons post the Acquisition is to
utilise its brand, network, industry expertise and financial
strength to rapidly grow the bidStart platform and to build on
bidStart's technology to create a substantial collectibles trading
platform.
Details of the Acquisition
Under the terms of the Acquisition, Stanley Gibbons will pay USD
0.6 million in cash and issue 20,035 new Ordinary Shares (the
"Minority Shareholder Consideration Shares") to the minority
shareholders of Stampwants.com, Inc. upon closing (with such
issuances being made either directly to such minority shareholders,
or to Stampwants.com, Inc. for the benefit of such minority
shareholders).
In addition, deferred consideration of 91,588 new Ordinary
Shares (the "Deferred Consideration Shares") shall be issued to the
majority shareholder, Mark Rosenberg, eighteen months after the
date of closing (the "Deferred Consideration Date"). The Deferred
Consideration Shares shall be subject to a deduction in an amount
necessary to satisfy any indemnification claims made by Stanley
Gibbons under the Asset Purchase Agreement prior to the Deferred
Consideration Date.
The closing of the Acquisition remains subject to completion of
the Placing and is expected to take place on or about 2 November
2012.
The President and majority shareholder of Stampwants.com, Inc.
Mark Rosenberg (age 29) will sit on the board of Stanley Gibbons
E-Commerce Limited, the Company's newly formed Jersey subsidiary.
In addition, he has contracted to remain with the bidStart business
as the President and Chief Executive Officer of Stanley Gibbons
(US), Inc., the Company's newly formed US subsidiary (which has
been incorporated for the purposes of the Acquisition). As the CEO
and an employee of Stanley Gibbons (US), Inc., Mr. Rosenberg will
assist with the development and management of Stanley Gibbons'
global e-commerce operations pursuant to a services agreement
between the two companies. Further, Mr. Rosenberg has undertaken
with the Company not to dispose of any Deferred Consideration
Shares for a minimum of thirty-six months following closing of the
Acquisition (i.e., eighteen additional months after the expected
issuance of such shares to Mr. Rosenberg on the Deferred
Consideration Date).
Details of the Placing
Peel Hunt is acting as Nominated Adviser, broker and placing
agent to the Company.
Within the terms of the placing agreement entered into today
between Peel Hunt and the Company (the "Placing Agreement"), Peel
Hunt has conditionally raised GBP 6 million (before expenses) by
the issue of 3,076,923 new Ordinary Shares (the "Placing Shares")
with existing and new institutional investors at a placing price of
195 pence per Ordinary Share, representing a discount of 11.6 per
cent. to the closing price of 220.5 pence per Ordinary Share on 30
October 2012.
The following Directors will be participating in the Placing and
subscribing for the following number of Placing Shares:
Name Role No. of Placing Holding post Placing
Shares
Martin Bralsford Chairman 52,500 102,500
Corporate Development
John Byfield Director 17,948 27,948
Non-executive
Sir Michael Wilkes Director 3,589 9,289
Non-executive
Martin Magee Director 1,750 2,676
The Placing proceeds will be used to finance the cash portion of
the Acquisition consideration and to accelerate and enhance the
bidStart trading platform. The objective is to make significant
additional investment in the working capital of bidStart in terms
of personnel, technology and marketing over the three years
following the Acquisition. The Placing will also provide the
Company with funds to pursue other growth opportunities in its core
businesses.
The Placing Shares and the Minority Shareholder Consideration
Shares when issued will represent, in aggregate, approximately 10.9
per cent. of the total issued share capital in the Company. The
number of Ordinary Shares in issue following the issue of the
Placing Shares and the Minority Shareholder Consideration Shares
will be 28,411,227.
Application has been made to the London Stock Exchange for the
Placing Shares and the Minority Shareholder Consideration Shares to
be admitted to trading on AIM. It is anticipated that dealings in
the Placing Shares and the Minority Shareholder Consideration
Shares will commence at 8:00 a.m. on 2 November 2012
("Admission").
The Placing is conditional, inter alia, upon Admission becoming
effective and the Placing Agreement becoming unconditional in all
respects by no later than 8:00 a.m. on 2 November 2012 or such
later date (being not later than 8:00 a.m. on 15 November 2012) as
the Company and Peel Hunt may agree.
The Placing Shares are not being offered to shareholders of the
Company on a pre-emptive basis because the Board has concluded,
having taken appropriate advice, that it is not in the best
interests of the Company to make such a pre-emptive offer due to
the time and cost involved and the necessity to complete the
Acquisition successfully and in a timely manner.
The Placing Shares and the Minority Shareholder Consideration
Shares, once issued, will be credited as fully paid and will rank
pari passu in all respects with the Company's existing Ordinary
Shares, including the right to receive all dividends and other
distributions declared, made or paid after the date of issue.
Current trading
The group is trading materially in line with market
expectations, although year end results remain dependent on the key
trading period that is the final quarter of the financial year.
Michael Hall, Chief Executive of The Stanley Gibbons Group plc,
said:
"Following the sizeable investment in our databases and website
in recent years, the acquisition of bidStart and associated
fundraising is expected to enable the acceleration of the delivery
of the key aspect of our online strategy and consequent shareholder
returns. I believe the bidStart technology is the best in the
collectibles market. I am also confident that the founder and
majority shareholder, Mark Rosenberg, will prove a key asset to the
group in developing the opportunities associated with taking the
Stanley Gibbons brand online globally."
For further information please contact:
The Stanley Gibbons Group plc
Michael Hall, Chief Executive +44 (0) 1534 766711
Donal Duff, Chief Operating Officer and Finance Director
Peel Hunt LLP, NOMAD/Broker
Dan Webster/Matthew Armitt/Richard Brown +44 (0) 20 7418 8900
IMPORTANT INFORMATION
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation to,
and no responsibility or liability is or will be accepted by Peel
Hunt LLP or by any of their respective affiliates or agents as to,
or in relation to, the accuracy or completeness of this
announcement or any other written or oral information made
available to or publicly available to any interested party or its
advisers, and any liability therefore is expressly disclaimed.
Peel Hunt LLP, which is authorised and regulated in the United
Kingdom by the UK Financial Services Authority ('FSA'), is acting
as nominated adviser and broker to the Company and for no-one else
in connection with the Placing, and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice to any other person
in relation to the Placing or any other matter referred to
herein.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by law.
No action has been taken by the Company or its advisers that would
permit an offering of such shares or possession or distribution of
this announcement or any other offering or publicity material
relating to such shares in any jurisdiction where action for that
purpose is required. Persons into whose possession this
announcement comes are required by the Company and its advisers to
inform themselves about, and to observe such restrictions.
The information in this announcement shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of, the securities referred to herein in any
jurisdiction in which such offer, solicitation or sale would
require preparation of a prospectus or other offer documentation,
or be unlawful prior to registration, exemption from registration
or qualification under the securities laws of any such
jurisdiction.
No public offer of securities of the Company is being made in
Australia, the United Kingdom, the United States or elsewhere. The
information in this announcement does not constitute or form a part
of any offer or solicitation to purchase or subscribe for
securities in the United States. The securities mentioned herein
have not been, and will not be, registered under the United States
Securities Act of 1933 as amended ('the Securities Act') and the
securities may not be offered or sold in the United States except
pursuant to an exemption from the registration requirements of the
Securities Act. There will be no public offer of securities in the
United States.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in any
manner whatsoever. Any forwarding, distribution, reproduction, or
disclosure of this information in whole or in part is unauthorised.
Failure to comply with this directive may result in a violation of
the Securities Act or the applicable laws of other
jurisdictions.
This announcement includes statements that are, or may be deemed
to be, "forward-looking statements". These forward-looking
statements can be identified by the use of forward-looking
terminology, including the terms "objective", "anticipates",
"believes", "plans", "expects", "intends", "may", or "will" or, in
each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. They
appear in a number of places throughout this announcement and
include, but are not limited to, statements regarding the Company's
intentions, beliefs or current expectations concerning, among other
things, the group's financial position, prospects, growth,
strategies and expectations.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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