Stanley Gibbons Group PLC Strategic Review and Formal Sales Process (7418H)
June 12 2017 - 2:00AM
UK Regulatory
TIDMSGI
RNS Number : 7418H
Stanley Gibbons Group PLC
12 June 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF EU REGULATION 596/2014
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.
The Stanley Gibbons Group plc
("Stanley Gibbons", the "Group" or the "Company")
Strategic Review and Formal Sales Process
Background
Following a complete overhaul of the Board and the executive
leadership last year, the Company has now been comprehensively
restructured. During this time the new Board has successfully
reduced annualised operating costs by over GBP10.0million and
announced disposals totaling GBP6.3million from the sale of parts
of the Interiors Division to date. The Group now has a clear focus
and understanding of its competitive advantages and achievable
corporate goals. The core activities of the Group are now conducted
via Baldwin's, Stanley Gibbons, Murray Payne and Apex, which share
similar characteristics alongside the commercial advantages
associated with being market leaders in the numismatic and
philatelic markets respectively, including:
-- large global markets;
-- brand integrity and leadership;
-- loyal collector customer base;
-- invaluable industry expertise which is revered worldwide;
and
-- heritage.
The restructuring program has created a Group that is now much
more stable than at any time in the last 18 months.The Board's
success in achieving divestments from non-core assets to generate
investment capital for the Group and the recent approach from
Disruptive Capital, leaves the Board determined to ensure that the
underlying strength of the core business is fully reflected in
shareholder value. The Directors believe that Stanley Gibbons with
its heritage brands and expertise has significant strategic value
not only in its existing core markets but also across the broader
global collectibles market, particularly the Middle East and Asia.
Unlocking this incremental long term value is likely to require
further investment and the Directors believe that it is likely
therefore that such value is best delivered either within a larger
group or alongside a strategic investment.
Against this backdrop, the Board had resolved to conduct a full
strategic review to investigate the options open to them which, for
the avoidance of doubt, could include a sale of some or all of the
Group. The Board has appointed finnCap Ltd ("finnCap") to conduct
this review.
Strategic Review and Formal Sale Process
In order to maximise the effectiveness of the strategic review
the Board is announcing today a formal sale process as set out in
Note 2 of Rule 2.6 of the Code for that aspect of the review that
could result in a sale of the Company. Parties with an interest in
making an offer for the entire issued and to be issued share
capital of Stanley Gibbons should contact finnCap through the
contact details set out at the end of this announcement.
Any interested party will be required to enter into a
non-disclosure agreement with the Group on reasonable terms
satisfactory to the Board and on the same terms, in all material
respects, as all other interested parties before being permitted to
participate in the process. Following execution of an agreed
non-disclosure agreement, the Group intends to provide interested
parties with certain information on the business. After which,
interested parties shall be invited to submit proposals to finnCap.
The Group expects to invite proposals to be made during the course
of the summer 2017 and will update shareholders on this and other
aspects of the strategic review as and when appropriate.
Shareholders should note that as announced on 9 June 2017 the
Company is already in receipt of an approach from Disruptive
Capital that may or may not lead to an offer for the business. As
set out below, there can be no certainty that an offer will be made
or as to the level at which an offer or proposal will be made.
The Takeover Panel has granted a dispensation from the
requirements of Rules 2.4(a), 2.4(b) and 2.6(a) of the Code such
that any interested party participating in the formal sale process
will not be required to be publicly identified as a result of this
announcement (subject to Note 3 on Rule 2.2 of the Code) and will
not be subject to the 28 day deadline referred to in Rule 2.6(a)
for so long as it is participating in the formal sale process.
The Board reserves the right to alter any aspect of the formal
sale process or terminate it at any time and will make further
announcements as appropriate. It also reserves the right to reject
any approach or terminate discussions with any interested party at
any time. The Board is being advised by finnCap (as regards the
formal sale process) and finnCap (as Rule 3 adviser in the event
that Stanley Gibbons receives an offer or offers for the issued
share capital of the Group).
A copy of this announcement will be made available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.stanleygibbonsplc.com by no later than 12
noon (London time) on the business day following the release of
this announcement in accordance with Rule 26.1 of the Code. The
content of the website referred to in this announcement is not
incorporated into and does not form part of this announcement.
There can be no certainty that any offer will be made for the
Group, or even proposed, or as to the level at which any proposal
or offer that may be made.
Enquiries:
The Stanley Gibbons Group plc
Harry Wilson +44 (0)207 836
Andrew Cook 8444
finnCap Ltd (Nomad, Broker and Rule
3 Adviser)
Stuart Andrews / Christopher Raggett +44 (0)20 7220
/ Anthony Adams (corporate finance) 0500
Yellow Jersey PR (Financial PR) +44 (0)7747
Charles Goodwin 788 221
This information is provided by RNS
The company news service from the London Stock Exchange
END
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