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RNS Number : 7927N
Noble Investments (UK) PLC
12 September 2013
Noble Investments (UK) PLC
12 September 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT UNDER RULE 2.4 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN
ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF
THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE
MADE
Possible acquisition of Noble Investments (UK) PLC
The Board of Noble Investments (UK) PLC ("Noble") announces that
it has received an approach from The Stanley Gibbons Group PLC
("Stanley Gibbons"), which may or may not lead to an offer from
Stanley Gibbons to acquire the entire issued and to be issued share
capital of Noble, which would be effected by means of a scheme of
arrangement under Part 26 of the Companies Act 2006.
There can be no certainty that an offer will be made, however
the Board of Noble anticipates that an offer, were it to be made,
would be at an offer price of 255 pence per Noble share, of which
192.5 pence would be in cash and 62.5 pence would be in new Stanley
Gibbons shares. The Board of Noble has indicated that it is likely
to unanimously recommend such an offer, were it to be made.
Stanley Gibbons reserves the right to change the form and the
mix of the consideration proposed.
The proposed acquisition would require Stanley Gibbons to carry
out an underwritten placing of new Stanley Gibbons shares to raise
gross proceeds of approximately GBP37 million. The new Stanley
Gibbons shares to be issued to shareholders of Noble as part
consideration for the acquisition of their Noble shares would be
calculated at the issue price per Stanley Gibbons share in this
placing.
The Boards of Stanley Gibbons and Noble both believe that the
combination of the two businesses has considerable strategic and
financial logic and will make further announcements as appropriate
in due course.
Stanley Gibbons must, in accordance with Rule 2.6(a) of the
Code, by no later than 5.00pm on 10 October 2013 (or such later
date as the Takeover Panel may consent to at the request of the
Board of Noble), either announce a firm intention to make an offer
for Noble or announce that it does not intend to make an offer, in
which case the announcement will be treated as a statement to which
Rule 2.8 of the Code applies.
This announcement has been made with the consent of Stanley
Gibbons.
Relevant securities in issue
In accordance with Rule 2.10 of the Code, Noble announces that,
as at the date of this announcement, it has 16,512,002 ordinary
shares of 1 penny each in issue and admitted to trading on AIM. The
International Securities Identification number for the ordinary
shares is GB0033634543.
For further information please contact:
Noble Investments (UK) PLC
Ian Goldbart (Chief Executive Officer) Tel: +44 (0) 20 7930 6879
WH Ireland Limited
Chris Fielding, James Bavister Tel: +44 (0) 20 7220 1666
The Stanley Gibbons Group PLC
Michael Hall (Chief Executive) Tel: +44 (0) 1534 766711
Peel Hunt LLP
Dan Webster, Richard Brown, Matthew Armitt Tel: +44 (0) 20 7418 8900
Further information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction. Any offer (if made) will be
made solely by certain offer documentation which will contain the
full terms and conditions of any offer (if made). This announcement
has been prepared in accordance with English law and the Code and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
of the United Kingdom.
The release, distribution or publication of this announcement in
jurisdictions other than the UK may be restricted by law and
therefore any persons who are subject to the laws of any
jurisdiction other than the UK should inform themselves about and
observe any applicable requirements. Any failure to comply with
such requirements may constitute a violation of the securities law
of any such jurisdiction.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
1% 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 period
and, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details 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(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 persons who 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 1% 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 deals in 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.
Publication of this announcement
A copy of this announcement will be made available subject to
certain restrictions relating to persons resident in restricted
jurisdictions on Noble's website.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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