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RNS Number : 9327O
Stanley Gibbons Group PLC
26 September 2013
THIS ANNOUNCEMENT IS restricted and is NOT FOR RELEASE,
PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION
IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
For immediate release
26 September 2013
The Stanley Gibbons Group plc ("Stanley Gibbons" or the
"Company")
Placing of 13,559,322 new ordinary shares in Stanley Gibbons at
a price of 295 pence per share to raise approximately GBP40m to
partially fund the acquisition of Noble Investments (UK) plc and
provide extra working capital for the Company post acquisition
The board of Stanley Gibbons (the "Board") is pleased to
announce the successful placing (the "Placing") of 13,559,322 new
ordinary shares of 1 pence each ("Ordinary Shares") in the capital
of the Company (the "Placing Shares") at a price of 295 pence per
share (the "Placing Price"), to raise approximately GBP40.0m
(GBP38.1m net of expenses).
The net proceeds of the Placing will be used to fund the cash
consideration payable under the recommended acquisition by Stanley
Gibbons of the entire issued and to be issued share capital of
Noble Investments (UK) plc ("Noble") to be effected by means of a
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme") (the "Acquisition") and to provide extra working capital
for the company following the Acquisition. The balance of the
consideration due to Noble shareholders under the Acquisition will
be satisfied by the issue to Noble shareholders of 0.21186 new
Stanley Gibbons shares (the "New Stanley Gibbons Shares") for every
Noble ordinary share of 1 pence in issue.
The Placing has been fully underwritten by Peel Hunt LLP ("Peel
Hunt") and is conditional upon the shareholder circular, of which
the Scheme forms part, being sent to Noble shareholders, the Scheme
becoming effective and the Placing Shares being admitted to trading
on AIM.
Noble was formed in October 2003 as a rare coin trading company
and, following the acquisitions of A.H. Baldwin & Sons Ltd,
Apex Philatelics Ltd and The Fine Art Auction Group Limited
("TFAAG"), has become an important player in the global
collectibles market. The boards of Stanley Gibbons and Noble both
believe that the combination of the two businesses has considerable
strategic and financial logic. Further details of the Acquisition
can be found in the announcement setting out the details of the
Acquisition, which was jointly released by Stanley Gibbons and
Noble earlier today.
Based on the Placing Price, the Acquisition values Noble at
approximately GBP45.3m and each Noble Share at 255 pence.
The Placing Price represents a 2.8 per cent. discount to the
closing mid-market price of 303.5 pence per Ordinary Share based on
the closing price of an Ordinary Share on 25 September 2013, being
the last business day prior to the date of this announcement.
The Placing Shares when issued, will represent in aggregate
approximately 29 per cent. of the enlarged issued share capital of
the Company following completion of the Acquisition and the Placing
("Completion"). The number of Ordinary Shares in issue following
Completion will be approximately 46.14m.
As part of the Placing, certain directors of Stanley Gibbons
have conditionally agreed to subscribe for an aggregate of 205,084
Placing Shares as follows:
Name Role No. of Placing Holding following
Shares Completion
Martin Bralsford Chairman 67,800 182,800
Michael Hall CEO 33,894 181,259
Donal Duff CFO / COO 16,950 66,950
Corporate Development
John Byfield Director 33,900 68,898
General Sir
Michael Wilkes Non-executive Director 11,860 21,149
Martin Magee Non-executive Director 6,780 9,456
Simon Perrée Non-executive Director 33,900 52,400
Application will be made to the London Stock Exchange for the
Placing Shares and New Stanley Gibbons Shares to be admitted to
trading on AIM ("Admission"). It is expected that Admission will
become effective and that dealings in the new Stanley Gibbons
shares will commence at 8.00 a.m. on the business day following the
date on which the Scheme becomes effective, which is expected to be
on or around 22 November 2013.
The Placing Shares and New Stanley Gibbons Shares, once issued,
will be credited as fully paid and will rank pari passu in all
respects with the Company's existing issued Ordinary Shares,
including the right to receive all dividends and other
distributions declared, made or paid on or after the date of
issue.
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 Company has,
however, committed to include a resolution at its next AGM to
propose the adoption of UK Companies Act 2006 equivalent
pre-emption rights within the Company's articles of
incorporation.
Michael Hall, Chief Executive of The Stanley Gibbons Group plc,
said:
"We are extremely excited about the acquisition of Noble, and
feel that the deal is fully aligned with our vision to become a key
player in the global collectibles market. I am looking forward to
welcoming Ian Goldbart onto the board and the executive team, and
the rest of the Noble team into Stanley Gibbons, where their
expertise will provide a key contribution to our future. The board
and I would like to thank our institutional investors for
supporting this acquisition."
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
Important Notice
Neither the content of the Company's website nor any website
accessible by hyperlinks to the Company's website is incorporated
in, or forms part of, this announcement. The distribution of this
announcement and any other documentation associated with the
Placing and/or the Acquisition into jurisdictions other than the
United Kingdom may be restricted by law. Persons into whose
possession these documents come should inform themselves about and
observe any such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws or
regulations of any such jurisdiction. In particular, such documents
should not be distributed, forwarded to or transmitted, directly or
indirectly, in whole or in part, in, into or from the United
States, Australia, Canada, Japan or the Republic of South Africa or
any other jurisdiction where to do so may constitute a violation of
the securities laws or regulations of any such jurisdiction (each a
"Restricted Jurisdiction").
No action has been taken by the Company or any other person that
would permit an offer of the Placing Shares or possession or
distribution of this announcement or any other documentation or
publicity material in any jurisdiction where action for that
purpose is required, other than in the United Kingdom.
Neither the Placing Shares nor the New Stanley Gibbons Share
have been nor will be registered under the US Securities Act 1933
(as amended) (the "US Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and, accordingly, may not be offered, sold, resold,
taken up, transferred, delivered or distributed, directly or
indirectly, within the United States except in reliance on an
exemption from the registration requirements of the US Securities
Act and in compliance with any applicable securities laws of any
state or other jurisdiction of the United States.
There will be no public offer of the Placing Shares in the
United States. The Placing Shares are being offered and sold
outside the US in reliance on Regulation S under the US Securities
Act. The Placing Shares have not been approved or disapproved by
the US Securities and Exchange Commission, any state securities
commission in the US or any other US regulatory authority, nor have
any of the foregoing authorities passed upon or endorsed the merits
of the offering of the Placing Shares or the accuracy or adequacy
of this announcement. Any representation to the contrary is a
criminal offence in the US.
This announcement is for information purposes only and does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in any jurisdiction and should not be relied upon in
connection with any decision to subscribe for or acquire any of the
Placing Shares. In particular, this announcement does not
constitute or form part of any offer to issue or sell, or the
solicitation of an offer to acquire, purchase or subscribe for, any
securities in the United States.
This announcement has been issued by, and is the sole
responsibility of, the Company. No person has been authorised to
give any information or to make any representations other than
those contained in this announcement and, if given or made, such
information or representations must not be relied on as having been
authorised by the Company or Peel Hunt LLP ("Peel Hunt"). Subject
to the AIM Rules for Companies, the issue of this announcement
shall not, in any circumstances, create any implication that there
has been no change in the affairs of the Company since the date of
this announcement or that the information contained in it is
correct at any subsequent date.
Peel Hunt, which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting for the
Company and no one else in connection with the Placing and the
Acquisition and will not regard any other person (whether or not a
recipient of this announcement) as a client in relation to the
Placing and/or the Acquisition and will not be responsible to
anyone other than the Company for providing the protections
afforded to its clients or for providing advice in relation to the
Placing and/or the Acquisition or any matters referred to in this
announcement.
Apart from the responsibilities and liabilities, if any, which
may be imposed on Peel Hunt by the Financial Services and Markets
Act 2000, Peel Hunt does not accept any responsibility whatsoever
for the contents of this announcement, and makes no representation
or warranty, express or implied, for the contents of this
announcement, including its accuracy, completeness or verification,
or for any other statement made or purported to be made by it, or
on its behalf, in connection with the Company or the Placing Shares
or the Placing or the Acquisition, and nothing in this announcement
is or shall be relied upon as, a promise or representation in this
respect whether as to the past or future. Peel Hunt accordingly
disclaims to the fullest extent permitted by law all and any
liability whether arising in tort, contract or otherwise (save as
referred to above) which it might otherwise have in respect of this
announcement or any such statement.
This announcement may include 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 "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will", or
"should" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements include
matters that are not historical facts. They appear in a number of
places throughout this announcement and include statements
regarding the directors' current intentions, beliefs or
expectations concerning, among other things, the Company's results
of operations, financial condition, liquidity, prospects, growth,
strategies and the Company's markets. By their nature,
forward-looking statements involve risk and uncertainty because
they relate to future events and circumstances. Actual results and
developments could differ materially from those expressed or
implied by the forward-looking statements. Forward-looking
statements may and often do differ materially from actual results.
Any forward-looking statements in this announcement are based on
certain factors and assumptions, including the directors' current
view with respect to future events and are subject to risks
relating to future events and other risks, uncertainties and
assumptions relating to the Company's operations, results of
operations, growth strategy and liquidity. Whilst the directors
consider these assumptions to be reasonable based upon information
currently available, they may prove to be incorrect. Save as
required by law or by the AIM Rules for Companies, the Company
undertakes no obligation to release publicly the results of any
revisions to any forward-looking statements in this announcement
that may occur due to any change in the directors' expectations or
to reflect events or circumstances after the date of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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