Stanley Gibbons Group PLC Recommended Offer for Mallett plc (7994S)

TIDMSGI TIDMMAE

RNS Number : 7994S

Stanley Gibbons Group PLC

29 September 2014

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 ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Recommended Cash Offer

The Fine Art Auction Group Limited

(a wholly owned subsidiary of The Stanley Gibbons Group plc)

for

Mallett PLC

The boards of Mallett and Stanley Gibbons are today pleased to announce that they have reached agreement on the terms of a recommended cash offer to be made by TFAAG, a wholly-owned subsidiary of Stanley Gibbons, for the whole of the issued and to be issued share capital of Mallett.

The Offer will be 60 pence per Mallett Share payable in cash, which values the issued and to be issued share capital of Mallett at approximately GBP8.6 million and represents a premium of approximately:

-- 23.7 per cent. to the Closing Price of 48.5 pence per Mallett Share on 26 September 2014 (being the last Business Day prior to the date of this announcement); and

-- 11.1 per cent. to the average Closing Price per Mallett Share of approximately 54.0 pence over the three month period ended 26 September 2014 (being the last Business Day prior to the date of this announcement).

TFAAG has received irrevocable undertakings to accept the Offer in respect of a total of 10,247,700 Mallett Shares, representing, in aggregate, approximately 74.3 per cent. of Mallett's existing issued share capital. These irrevocable undertakings to accept the Offer demonstrate the support for the Offer from Mallett Shareholders. Included within these irrevocable undertakings are irrevocable undertakings from the Mallett Directors to accept the Offer in respect of their entire legal and beneficial holdings, representing, in aggregate, 24,200 Mallett Shares, representing approximately 0.2 per cent. of the existing issued share capital of Mallett.

The Mallett Board, which has been so advised by Smith Square Partners, considers the terms of the Offer to be fair and reasonable. In providing advice to the Mallett Board, Smith Square Partners has taken into account the commercial assessments of the Mallett Board.

Accordingly, the Mallett Board unanimously recommends that Mallett Shareholders accept the Offer, as the Mallett Directors have irrevocably undertaken to do in respect of their entire legal and beneficial holdings, which, in aggregate, amount to 24,200 Mallett Shares, representing approximately 0.2 per cent. of the existing issued share capital of Mallett.

Commenting on the Offer, Martin Bralsford, Chairman of Stanley Gibbons, said:

"Stanley Gibbons is committed to delivering its established strategy to become a leading online collectibles marketplace and a global auction house for fine and decorative arts, collectibles and other valuables. We are delighted that the board of Mallett has recommended the Offer, a logical and affordable next step for us to acquire a valuable brand and relevant assets. The Mallett business will expand Stanley Gibbons's expertise into an adjacent collectibles area, drive significant cross-selling opportunities across the combined businesses and build a stronger auction platform in the collectibles marketplace."

Commenting on the Offer, Lord Daresbury, Non-Executive Chairman of Mallett, said:

"The Mallett Board believes that Mallett's business would benefit from becoming part of a larger group with resources to support its development. In addition, the Offer provides Mallett Shareholders with the opportunity to realise their investment in cash for a fair price now."

This summary should be read in conjunction with, and is subject to, the full text of this announcement and the Appendices. The Offer will be subject to the Conditions and certain further terms set out in Appendix 1 to this announcement and to the full terms and conditions which will be set out in the Offer Document. The bases of calculations and sources of certain financial information contained in this announcement, and certain additional financial and operational information, are set out in Appendix 2 to this announcement. Details of the irrevocable undertakings received by Stanley Gibbons in relation to the Offer are set out in Appendix 3 to this announcement. Certain definitions and terms used in this announcement are set out in Appendix 4 to this announcement.

Enquiries:

The Stanley Gibbons Group plc

Michael Hall (Chief Executive) Tel: +44 (0) 1534 766711

Mallett PLC

Giles Hutchinson Smith (Chief Executive) Tel: +44 (0) 20 7499 7411

Peel Hunt LLP (financial adviser, nomad and broker to Stanley Gibbons)

Dan Webster, Richard Brown, Matthew Armitt Tel: +44 (0) 20 7418 8900

Smith Square Partners LLP (financial adviser to Mallett)

John Craven, Jade Jack Tel: +44 (0) 20 3696 7260

Tavistock (financial PR to Stanley Gibbons)

Lulu Bridges / Teresa Towner Tel: +44 (0) 20 7920 3150

This announcement is for information only and is not intended to and does not constitute, or form part of any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to Mallett Shareholders holding shares in certificated form only) will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. Any response to the Offer should be made only on the basis of the information contained in the Offer Document.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for TFAAG and Stanley Gibbons and no-one else in connection with the Offer and other matters referred to in this announcement and will not be responsible to anyone other than TFAAG and Stanley Gibbons for providing the protections afforded to clients of Peel Hunt or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Peel Hunt nor any of its 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 this announcement and any statement contained herein or otherwise.

Smith Square Partners, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Mallett and no-one else in connection with the Offer and other matters referred to in this announcement and will not be responsible to anyone other than Mallett for providing the protections afforded to clients of Smith Square Partners or for providing advice in relation to the Offer, the contents of this announcement or any other matter referred to herein. Neither Smith Square Partners nor any of its 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 Smith Square Partners in connection with this announcement and any statement contained herein or otherwise.

Overseas Shareholders

The availability of the Offer or the distribution of this announcement to Mallett Shareholders who are not resident in the United Kingdom may be affected by the laws and regulations of the relevant jurisdiction in which they are located or of which they are citizens. Any persons who are subject to the laws and regulations of any jurisdiction other than the United Kingdom should inform themselves of, and observe, any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to comply with the requirements of such jurisdictions may constitute a violation of the securities laws of such jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Offer Document.

The release, publication or distribution of this announcement in jurisdictions other than in 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 applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the AIM Rules, the rules of the London Stock Exchange 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 the United Kingdom.

The Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded, distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that jurisdiction.

Forward-looking statements

This announcement, including information included or incorporated by reference in this announcement, oral statements made with regard to the Offer and other information published by TFAAG, Stanley Gibbons and Mallett contain statements that are or may be deemed to be "forward-looking statements". These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of TFAAG, Stanley Gibbons and/or Mallett about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained herein include statements about the expected effects of the Offer on TFAAG, Stanley Gibbons and/or Mallett, the expected timing and scope of the Offer, synergies, other strategic options and all other statements in this announcement other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "targets", "plans", "aims", "intends", "expects", "anticipates", "believes" "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of TFAAG, Stanley Gibbons or Mallett. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements.

Investors should not place undue reliance on any forward-looking statements and none of TFAAG, Stanley Gibbons, any member of the Stanley Gibbons Group nor Mallett, any member of the Mallett Group, nor any of their respective advisers, associates, directors or officers undertakes any obligation to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward looking statement in this announcement will actually occur.

The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the provision of copies of this announcement shall not give rise to any implication that there has been no change in the facts set out herein since such date.

No profit forecast

Nothing contained in this announcement is intended, or shall be deemed, to be a profit forecast, profit estimate or projection, and no statement in this announcement should be interpreted to mean that the earnings or earnings per ordinary share of Stanley Gibbons or Mallett, as appropriate, for the current or future financial years will necessarily match or exceed the historical or published earnings or earnings per ordinary share of Stanley Gibbons or Mallett, as appropriate.

Disclosure requirements of the Code

The disclosure requirements of the Code are set out in more detail in Rule 8 of the Code. Under Rule 8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevant securities of Mallett or of any securities exchange 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 this announcement in which any securities exchange 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) Mallett and (ii) any securities exchange 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 p.m. (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day following this Announcement or any announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of Mallett or of a securities exchange 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 one per cent. or more of any class of relevant securities of Mallett or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of Mallett or of any securities exchange 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) Mallett and (ii) any securities exchange 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 p.m. (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 Mallett or a securities exchange 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 Mallett and by any offeror and Dealing Disclosures must also be made by Mallett, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4 of the Code).

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.

Information relating to Mallett Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Mallett Shareholders, persons with information rights and other relevant persons for the receipt of communications from Mallett may be provided to TFAAG during the Offer Period as requested under Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

Publication on Stanley Gibbons's website and Mallett's website

Copies of this announcement and the documents to be put on display pursuant to Rule 26.1 of the Code, will be available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Stanley Gibbons's website at www.stanleygibbons.com under the Corporate section and on Mallett's website at www.mallettantiques.com under the Corporate Information section by no later than 12 noon (London time) on the day following this announcement.

Neither the contents of Mallett's website nor Stanley Gibbons's website, nor the contents of any website accessible from hyperlinks on such websites (or any other website) is incorporated into, or forms part of, this announcement nor, unless previously published by means of a Regulatory Information Service, should any such content be relied upon in reaching a decision regarding the matters referred to in this announcement.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Mallett confirms that on 26 September 2014, being the latest practicable Business Day prior to the date of this announcement, it had 13,800,060 ordinary shares in issue all with equal voting rights. The total number of voting rights in Mallett is therefore 13,800,060. The International Securities Identification Number for Mallett's ordinary shares is GB0005583504.

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 OR ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Recommended Cash Offer

The Fine Art Auction Group Limited

(a wholly owned subsidiary of The Stanley Gibbons Group plc)

for

Mallett PLC

Introduction

Summary of the Offer

The Offer, which will be subject to the Conditions and further terms set out in the Offer Document and, in respect of Mallett Shares in certificated form, in the Form of Acceptance, will be 60 pence per Mallett Share payable in cash, which values the issued and to be issued share capital of Mallett at approximately GBP8.6 million and represents a premium of approximately:

-- 23.7 per cent. to the Closing Price of 48.5 pence per Mallett Share on 26 September 2014 (being the last Business Day prior to the date of this announcement); and

The Offer will extend to all Mallett Shares unconditionally allotted or issued and fully paid on the date of the Offer and any Mallett Shares which are unconditionally allotted or issued and fully paid (including any which are allotted or issued pursuant to the Mallett Share Schemes) before the date and time upon which the Offer ceases to be open for acceptance or any earlier time as TFAAG may, subject to the Code or with the consent of the Panel, decide.

Mallett Shares to be acquired under the Offer will be acquired by TFAAG fully paid and with full title guarantee and free from all liens, charges, encumbrances, equitable interests, options, rights of pre-emption and any other third party rights and interests of any nature whatsoever and together with all rights now and hereafter attaching thereto, including, without limitation, voting rights and the right, in full, to all dividends and other distributions announced, declared, made or paid hereafter.

Recommendation

Information on Stanley Gibbons and TFAAG

Established in 1856, Stanley Gibbons is the best known global brand in rare stamps. The business is involved in the dealing and auctioning of stamps, rare coins, and other collectibles.

Stanley Gibbons operates through several different businesses, each supplementing the cornerstone Stanley Gibbons brand. These include Baldwin's, Dreweatts & Bloomsbury Auctions, Fraser's Autographs, Benham, Apex and Murray Payne.

Stanley Gibbons is headquartered in Jersey and also operates out of London, Guernsey, Singapore, Hong Kong and the USA.

TFAAG is a wholly-owned UK subsidiary of Stanley Gibbons. TFAAG trades as Dreweatts & Bloomsbury Auctions. Dreweatts, originally established in Newbury in 1759, is a leading UK auctioneer of general estates. Selling primarily from premises at Donnington Priory near Newbury, the firm has a diverse calendar of specialist auctions, and secondary salerooms in both Bristol and Godalming. Bloomsbury Auctions is a leading auctioneer of works on paper, including antiquarian books, ancient manuscripts, modern first editions, contemporary prints and photographs. Its Maddox Street, Mayfair premises also host Dreweatts auctions of fine jewellery, watches and antique silver.

Information on Mallett

Mallett is one of the oldest established antique dealers in the world, specialising in the finest pieces of furniture and works of art, including pictures, clocks and other high quality objets d'art, primarily from the 18th century and Regency periods. For over 100 years Mallett has been sourcing important antiques for private collectors and the great museums of the world.

The business was founded in 1865 in Bath by John Mallett, a jeweller and silversmith, and was carried on by his son, Walter Mallett, who expanded the trade to include old silver and furniture. In 1910 a shop was opened in New Bond Street, London. This became the business's principal showroom in 1937. In 2003 the business opened its showroom in Madison Avenue, New York, thus establishing itself in the two major centres of the international antiques market, London and New York.

As well as dealing in antique furniture and works of art, Mallett has for many years had a restoration division with highly skilled craftsmen, including cabinet makers, polishers and gilders, restoring and conserving pieces for museums and private collectors. In 2007 Mallett merged this department into H J Hatfield & Sons Limited, one of the longest established and highly respected restoration businesses in the world. Mallett owns 60 per cent. of the merged entity with the existing owner of H J Hatfield & Sons Limited, Gurr Johns Limited, retaining 40 per cent. The enlarged business offers high quality restoration across a wide range of skills.

Background to and reasons for the Offer

Stanley Gibbons is committed to delivering its established strategy to become a leading online marketplace and a global auction house for fine and decorative arts, collectibles and other valuables. The acquisition of Noble Investments (UK) plc in late 2013 allowed Stanley Gibbons to significantly enhance its portfolio of collectibles expertise through the addition of Baldwin's, one of the most respected coin dealers in the world, and Dreweatts & Bloomsbury Auctions, well-respected auctioneers of fine and decorative arts, contemporary works on paper, antiques and other valuables. The acquisition of Mallett is a further step in Stanley Gibbons's strategy, expanding the Stanley Gibbons Group's expertise in an adjacent collectibles area and furthering its ambition to become a global auction house for collectibles.

The Stanley Gibbons Directors believe that the acquisition of Mallett will drive the following benefits for the Stanley Gibbons Group and Mallett stakeholders:

-- broaden Stanley Gibbons's portfolio of collectibles expertise, particularly for fine and decorative arts and antiques;

-- drive significant cross-selling opportunities amongst a joint client base that has a strong interest in collectibles;

-- build a stronger auction platform by combining Mallett's brand with the Stanley Gibbons Group's Dreweatts & Bloomsbury Auctions business;

-- accelerate the rationalisation of Stanley Gibbons's existing property portfolio by utilising Mallett's prestigious locations in Dover Street, London, and Madison Avenue, New York;

-- deliver earnings enhancement for the Stanley Gibbons Group in the first full year of its ownership as a result of revenue opportunities and readily achievable cost savings.

Background to and reasons for the Mallett Board's recommendation

Mallett has been sourcing important antiques for private collectors and the great museums of the world for over 100 years. However, in recent years, demand for antique furniture and works of art has become increasingly volatile. As noted in Mallett's interim management statement released on 19 May 2014 and reiterated in its interim report for the six months ended 30 June 2014, released on 28 August 2014, trading for the first half of the year was slower than anticipated with sales lower than for the same period last year. This reduction in turnover was reflected in a loss before tax of GBP0.7 million for the first half of the year, compared to profit of GBP0.2 million for the same period of the previous year.

A significant proportion of Mallett's business is driven by the sale of a relatively small number of very high value pieces which have the potential to have a material effect on the company's results. Last year a number of high value pieces were sold in the first half of the year. Unfortunately this was not matched in the first half of 2014 and the Mallett Board noted in its interim report for the six months ended 30 June 2014 that an outperformance versus its budget for the second half of the financial year would be required to maintain full year expectations.

Having taken into consideration the recent downturn in demand for antique furniture and works of art, and the increased volatility of the business, the Mallett Board considers that Mallett's business would benefit from becoming part of a larger group with resources to support its development and that the Offer will provide Mallett Shareholders with the opportunity to realise their investment in cash for a fair price now.

Irrevocable undertakings

The Mallett Directors have given irrevocable undertakings to accept the Offer in respect of their entire legal and beneficial holdings, representing, in aggregate, 24,200 Mallett Shares, representing approximately 0.2 per cent. of the existing issued share capital of Mallett.

Troy Asset Management Limited has given an irrevocable undertaking to accept, or procure the acceptance of the Offer in respect of 4,130,000 Mallett Shares, representing approximately 29.9 per cent. of the existing issued share capital of Mallett, in respect of which Troy has discretionary control on behalf of the underlying beneficial owner of such Mallett Shares.

Bronsstädet AB has given an irrevocable undertaking to accept the Offer in respect of its beneficial holding of 3,897,500 Mallett Shares, representing approximately 28.2 per cent. of the existing issued share capital of Mallett.

Value Partners Family Office Foundation has given an irrevocable undertaking to accept the Offer in respect of its beneficial holding of 897,000 Mallett Shares, representing approximately 6.5 per cent. of the existing issued share capital of Mallett.

Church House Investments Limited has given an irrevocable undertaking to accept the Offer in respect of its beneficial holding of 765,000 Mallett Shares, representing approximately 5.5 per cent. of the existing issued share capital of Mallett.

Mrs Sara Fenwick has given an irrevocable undertaking to accept the Offer in respect of her beneficial holding of 534,000 Mallett Shares, representing approximately 3.9 per cent. of the existing issued share capital of Mallett.

Details of these irrevocable undertakings can be found in Appendix 3.

Financing of the Offer and cash confirmation

Subject to the Offer becoming or being declared unconditional in all respects, the consideration payable by TFAAG under the terms of the Offer for Mallett Shares will be funded through the New Debt Facilities.

In accordance with Rule 2.7(d) and Rule 24.8 of the Code, Peel Hunt, financial adviser to TFAAG and Stanley Gibbons, confirms that it is satisfied that sufficient financial resources are available to TFAAG to satisfy in full the cash consideration payable to Mallett Shareholders for the Offer.

Offer related arrangements - confidentiality agreement

Pursuant to a letter dated 25 September 2014 from Mallett to Stanley Gibbons, Mallett and Stanley Gibbons entered into a confidentiality agreement containing certain confidentiality undertakings from Stanley Gibbons relating to the Offer and to the confidential information of Mallett in customary form and a standstill agreement by Stanley Gibbons which applies for a period of six months from the date of the letter.

Structure of the Offer

The Offer will be an offer for cash. If the Offer becomes, or is declared, unconditional in all respects and if TFAAG acquires the whole of the issued and to be issued share capital of Mallett, the transfer of Mallett Shares to TFAAG will result in Mallett becoming a wholly-owned subsidiary of Stanley Gibbons.

The Offer is proposed to be effected by way of a takeover offer within the meaning of Part 28 of the Companies Act but TFAAG may, with the consent of the Panel, elect to implement the acquisition of Mallett by way of a scheme of arrangement under Part 26 of the Companies Act. Any such scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), so far as applicable, as those which would apply to the Offer.

References to the Offer and the Offer Document in this announcement shall include, where applicable, such scheme of arrangement.

The Offer Document containing further details of the Offer will be posted as soon as reasonably practicable after, and in any event within 28 days of, the date of this announcement (unless agreed otherwise with the Panel).

Conditionality of the Offer

The Offer will be subject to the Conditions and further terms set out or referred to in Appendix 1 to this announcement.

The Offer will be subject, amongst other things, to valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the date that is the twenty first date after the date on which the Offer Document is posted (or such later time(s) and/or date(s) as TFAAG may in accordance with the Code or with the consent of the Panel, decide) in respect of not less than 75 per cent. (or such lesser percentage as TFAAG may decide) in nominal value of the Mallett Shares to which the Offer relates and of the voting rights attached to those shares, provided that this condition will not be satisfied unless TFAAG and/or any members of the Stanley Gibbons Group have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), directly or indirectly, Mallett Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Mallett.

Disclosure of interests in Mallett's securities

Stanley Gibbons confirms that it will, on the date of this announcement, make an Opening Position Disclosure pursuant to Rule 8.1(a) of the Code.

Management, employees and locations

TFAAG and Stanley Gibbons recognise and respect the expertise of the employees of Mallett and the Stanley Gibbons Board believes that the Enlarged Group will benefit from their skill and experience. The Stanley Gibbons Board also believes that the Enlarged Group should offer greater employment opportunities to the employees within it given its scale of operations and geographical reach.

TFAAG has confirmed that, following completion of the Offer, the existing employment rights of all Mallett employees will be honoured, that no changes are proposed with regard to accrual of pension benefits for existing members or the admission of new members, and that no material changes to the terms and conditions of any Mallett employees or to pension contributions (including any deficit contributions to the Mallett Retirement Benefits Scheme) are currently envisaged.

The Stanley Gibbons Board and the TFAAG Board recognise that in order to achieve some of the expected benefits of the combination of Stanley Gibbons and Mallett, it will be necessary to perform a detailed review of how best to integrate Mallett into the Enlarged Group. The current intention of the Stanley Gibbons Board and the TFAAG Board is to use the Mallett site on Dover Street in London to accelerate the rationalisation of the Stanley Gibbons Group's existing London property portfolio in order to streamline operations and to review overlapping support services to improve the integration of the two businesses. The Stanley Gibbons Board and the TFAAG Board do not currently intend to change the location of any of Mallett's places of business or to redeploy any of its fixed assets.

We are required by Rule 24.2 of the Code to set out the possible repercussions on employment and employee locations within both the Mallett Group and the Stanley Gibbons Group as a result of the Offer. The Stanley Gibbons Board and the TFAAG Board believe that the result of the review may involve some headcount reduction and the relocation of certain employees of both the Mallett Group and the Stanley Gibbons Group to other locations within the Enlarged Group. Given the relatively efficient resourcing within the support functions of both businesses, however, the Stanley Gibbons Board and the TFAAG Board do not believe that any headcount reduction will be material in the context of either the Mallett Group or the Stanley Gibbons Group.

The Stanley Gibbons Board and the TFAAG Board expect the integration review to start shortly after completion of the Offer and the property rationalisation and streamlining process in connection with the Offer is expected to be materially underway within twelve months following Completion.

The Enlarged Group's headquarters will be located at Stanley Gibbons's office at Minden House, Minden Place, St Helier, Jersey JE2 4WQ, Channel Islands.

Martin Bralsford will be the chairman of the Enlarged Group, with Michael Hall and Donal Duff continuing to be the chief executive and the finance director respectively. Stephan Ludwig, who is the chief executive of TFAAG, will be responsible for running the combined TFAAG and Mallett businesses and will manage the integration of the businesses following the completion of the Offer.

As is customary, each of the Non-Executive Directors of Mallett, being Lord Daresbury and James Heneage, has confirmed that it is his intention to resign as a director of Mallett on the Offer becoming, or being declared, unconditional in all respects.

Mallett Share Schemes

The Offer extends to any Mallett Shares which are unconditionally allotted or issued and fully paid (or credited as fully paid) on or before the date on which the Offer closes (or such earlier date as Mallett may, subject to the Code, decide) including any such shares allotted or issued pursuant to the Mallett Share Schemes.

Where Mallett Shares have not been transferred to participants in the Mallett Share Schemes to settle outstanding awards under those schemes and where such awards have not lapsed, appropriate proposals will be made in due course to holders of those awards. These proposals will include an "uncovered award payment": to the extent that a participant has a right to acquire Shares free from restrictions under a Mallett Share Scheme, but has not acquired Shares due to dealing restrictions ("an uncovered award"), such a participant will receive a cash bonus from Mallett (subject to the deduction of income tax and employee National Insurance contributions) equal to the Offer Price, which is subject to an uncovered award, less any acquisition price or other payment required in respect of the uncovered award.

Overseas Shareholders

The distribution of this announcement, and the availability of the Offer, to persons who are not resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such persons should inform themselves of and observe any applicable legal or regulatory requirements of their jurisdiction. Mallett Shareholders who are in any doubt regarding such matters should consult an appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Mallett Shareholders are advised to read carefully the Offer Document and, in respect of Mallett Shareholders who hold their Mallett Shares in certificated form, the Form of Acceptance, once they have been dispatched.

Compulsory acquisition, de-listing, cancellation of trading and re-registration

If TFAAG receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent. or more in value of the Mallett Shares to which the Offer relates (and not less than 90 per cent. of the voting rights carried by Mallett Shares), TFAAG currently intends to exercise its rights pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any remaining Mallett Shares to which the Offer relates on the same terms as the Offer.

Furthermore, if the Offer becomes, or is declared, wholly unconditional, and TFAAG receives sufficient acceptances from Mallett Shareholders, and/or otherwise acquires sufficient Mallett Shares, to take its shareholding to 75 per cent. or more of the Mallett Shares, TFAAG intends to procure that Mallett will make an application for the cancellation of the listing of Mallett Shares on the Official List and for the cancellation of trading of the Mallett shares on the London Stock Exchange's main market for listed securities. It is anticipated that, subject to any applicable requirements of the London Stock Exchange, such cancellation will take effect no earlier than 20 Business Days after the date on which the Offer becomes, or is declared, unconditional in all respects.

It is further proposed that following the Offer becoming, or being declared, wholly unconditional and after the Mallett Shares are no longer admitted to trading on the London Stock Exchange's main market for listed securities, Mallett will be re-registered as a private limited company under the relevant provisions of the Companies Act.

Cancellation of the admission of Mallett Shares to trading on the London Stock Exchange's main market for listed securities and re-registration as a private limited company will significantly reduce the liquidity and marketability of any Mallett Shares not assented to the Offer at that time and the value of any such Mallett Shares may be affected as a consequence.

General

The bases of calculations and sources of certain financial information contained in this announcement are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4.

The Offer will be on the terms and subject to the Conditions set out in Appendix 1 of this announcement and to be set out in the Offer Document and the Form of Acceptance. The formal Offer Document will be sent to Mallett Shareholders (other than certain Overseas Shareholders) and, for information only, to participants in the Mallett Share Schemes, as soon as practicable and, in any event, within 28 days of the date of this announcement.

Publications on websites

Copies of the following documents will, by no later than 12 noon (London time) on 30 September 2014, be published on Stanley Gibbons's website at www.stanleygibbons.com under the Corporate section and on Mallett's website at www.mallettantiques.com under the Corporate Information section until the end of the Offer Period:

-- this announcement;

-- the irrevocable undertakings referred to above;

-- the agreement documenting the New Debt Facilities referred to above; and

-- the confidentiality agreement referred to above.

Enquiries:

The Stanley Gibbons Group plc

Michael Hall (Chief Executive) Tel: +44 (0) 1534 766711

Mallett PLC

Giles Hutchinson Smith (Chief Executive) Tel: +44 (0) 20 7499 7411

Peel Hunt LLP (financial adviser, nomad and broker to Stanley Gibbons)

Dan Webster, Richard Brown, Matthew Armitt Tel: +44 (0) 20 7418 8900

Smith Square Partners LLP (financial adviser to Mallett)

John Craven, Jade Jack Tel: +44 (0) 20 3696 7260

Tavistock (financial PR to Stanley Gibbons)

Lulu Bridges / Teresa Towner Tel: +44 (0) 20 7920 3150

Overseas Shareholders

Forward-looking statements

circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the auditors of TFAAG, Stanley Gibbons or Mallett. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the Conditions to the Offer, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers' strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward looking statements.

No profit forecast

Disclosure requirements of the Code

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.

Information relating to Mallett Shareholders

Publication on Stanley Gibbons's website and Mallett's website

Rule 2.10 disclosure

APPENDIX 1

CONDITIONS AND FURTHER TERMS OF THE OFFER

   1.   The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 1.00 p.m. on the date that is the twenty first date after the date of the Offer Document (or such later time(s) and/or date(s) as TFAAG may in accordance with the Code or with the consent of the Panel, decide) in respect of not less than 75 per cent. (or such lesser percentage as TFAAG may decide) in nominal value of the Mallett Shares to which the Offer relates and of the voting rights attached to those shares, provided that this condition will not be satisfied unless TFAAG and/or any members of the Stanley Gibbons Group have acquired or agreed to acquire (whether pursuant to the Offer or otherwise), directly or indirectly, Mallett Shares carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at general meetings of Mallett; and for the purpose of this Condition 1(a):

(i) the expression "Mallett Shares to which the Offer relates" shall be construed in accordance with Chapter 3 of Part 28 of the Companies Act;

(ii) Mallett Shares which have been unconditionally allotted, but not issued, before the Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise, shall be deemed to carry the voting rights which they will carry on being entered in the register of members of Mallett; and

(iii) valid acceptances shall be deemed to have been received in respect of any Mallett Shares which are treated for the purposes of section 979 of the Companies Act as having been acquired or contracted to be acquired by TFAAG by virtue of acceptances of the Offer;

(b) no government or governmental, quasi-governmental, supranational, statutory or regulatory body, or any court, institution, investigative body, association, trade agency or professional or environmental body, or (without prejudice to the generality of the foregoing) any other similar body or person whatsoever in any jurisdiction (each an "Authority") having prior to the date when the Offer becomes otherwise unconditional in all respects, decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, decision or order, or taken any other steps or done anything, and there not being outstanding any statute, legislation or order, which would or might reasonably be expected to:

(i) require, prevent, restrict, delay or affect the divestiture, or alter the terms envisaged for any proposed divestiture by any member of the Wider Stanley Gibbons Group or any member of the Wider Mallett Group of all or any portion of their respective businesses, assets or property or impose any limitation on the ability of any of them to conduct their respective businesses (or any of them) or to own or control any of their respective assets or properties or any part thereof;

(ii) require, prevent, delay or affect the divestiture by any member of the Wider Stanley Gibbons Group of any shares or other securities (or the equivalent) in any member of the Wider Mallett Group or the Wider Stanley Gibbons Group;

(iii) impose any limitation on, or result in a delay in, the ability of any member of the Wider Stanley Gibbons Group directly or indirectly to acquire or to hold or to exercise effectively, directly or indirectly, any rights of ownership in respect of shares or loans or securities convertible into Mallett Shares or any other securities (or the equivalent) in Mallett or on the ability of any member of the Wider Stanley Gibbons Group or any member of the Wider Mallett Group to hold or exercise effectively, directly or indirectly, any rights of ownership in respect of shares or loans or securities convertible into shares or any other securities (or the equivalent) in, or to exercise management control over, any member of the Wider Mallett Group;

(iv) otherwise adversely (to an extent which is material in the context of the Wider Stanley Gibbons Group or the Wider Mallett Group, as the case may be, taken as a whole) affect any or all of the businesses, assets, profits or prospects of any member of the Wider Stanley Gibbons Group or any member of the Wider Mallett Group or the exercise of rights of any shares of any company in the Wider Mallett Group;

(v) make the Offer, its implementation or the acquisition or proposed acquisition by TFAAG of any Mallett Shares or other securities in, or control or management of, Mallett or any member of the Wider Mallett Group or any matter arising therefrom or relating thereto, void, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise, directly or indirectly, restrain, restrict, prohibit, delay or otherwise interfere with the same, or impose additional conditions or obligations with respect thereto, or otherwise challenge or interfere therewith or require material amendment to the terms of the Offer;

(vi) require any member of the Wider Stanley Gibbons Group or the Wider Mallett Group to acquire or to offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Wider Mallett Group owned by any third party;

(vii) impose any limitation on the ability of any member of the Wider Mallett Group or the Wider Stanley Gibbons Group to conduct, integrate or co-ordinate its business, or any part of it, with the businesses of any other member of the Wider Mallett Group or the Wider Stanley Gibbons Group; or

(viii) result in any member of the Wider Stanley Gibbons Group or the Wider Mallett Group ceasing to be able to carry on business in a manner which it presently does so (which, in any case, is material in the context of the Wider Stanley Gibbons Group or the Wider Mallett Group, as the case may be, taken as a whole), and all applicable waiting and other time periods (including any extensions thereof) during which any Authority could take, institute, implement or threaten any action, proceeding, suit, investigation, enquiry or reference or any other step under the laws of any jurisdiction in respect of the Offer or the acquisition or proposed acquisition of any Mallett Shares, or other securities in, or control of, Mallett or any member of the Wider Mallett Group having expired, lapsed or been terminated;

(c) all necessary notifications, filings (including, without limitation to the foregoing, all necessary and appropriate merger control filings) or applications having been made in connection with the Offer and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in connection with the Offer or the acquisition by TFAAG of any shares or other securities in, or control of, Mallett and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals reasonably deemed necessary by TFAAG for or in respect of the Offer or the proposed acquisition of any shares or other securities in, or control of, Mallett by TFAAG having been obtained in terms and in a form reasonably satisfactory to TFAAG from all appropriate Authorities and all such authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals together with all material authorisations orders, recognitions, grants, licences, confirmations, clearances, permissions and approvals necessary to carry on the business of any member of the Wider Mallett Group remaining in full force and effect and all filings necessary for such purpose having been made and there being no notice or intimation of any intention to revoke or not to renew any of the same at the time at which the Offer becomes otherwise unconditional and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

(d) save as Disclosed there being no provision of any agreement, arrangement, licence, lease, permit or other instrument to which any member of the Wider Mallett Group is a party or by or to which any such member of the Wider Mallett Group or any of its assets may be bound, entitled or subject, which in consequence of the Offer or the proposed acquisition of any shares or other securities in Mallett or because of a change in the control or management of Mallett or any other member of the Wider Mallett Group or any matters arising therefrom or otherwise, could or might reasonably be expected to result (in each case, to an extent which is material in the context of the Wider Mallett Group taken as a whole) in:

(i) any moneys borrowed by or any other indebtedness (actual or contingent) of, or grant available to, any such member being or becoming repayable or capable of being declared repayable immediately or earlier than their or its stated maturity date or repayment date, or the ability of any member of the Wider Mallett Group to borrow moneys or incur any indebtedness being withdrawn or inhibited or being capable of becoming or being withdrawn or inhibited;

(ii) any such agreement, arrangement, licence, lease, permit or instrument or the rights, liabilities, obligations or interests of any member of the Wider Mallett Group thereunder being terminated or modified or affected or any obligation or liability arising or any action being taken thereunder;

(iii) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Mallett Group being or falling to be disposed of or charged or ceasing to be available to any member of the Wider Mallett Group, or any right arising under which any such asset or interest could be required to be disposed of or charged or could cease to be available to any member of the Wider Mallett Group;

(iv) the creation or enforcement of any mortgage, charge or other security interest over the whole or any part of the business, property or assets of any member of the Wider Mallett Group or any mortgage, charge or other security interest (whenever created or arising) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any member of the Wider Mallett Group in, or the business of any member of the Wider Mallett Group with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated, adversely modified or affected;

(vi) the value of any member of the Wider Mallett Group or its financial or trading position or prospects being prejudiced or adversely affected;

(vii) any requirement on any such member to acquire, subscribe, pay up or repay any shares or other securities;

(viii) any member of the Wider Mallett Group ceasing to be able to carry on business under any name under which it presently does so;

(ix) the creation or acceleration of any liability, actual or contingent, by any member of the Wider Mallett Group;

and no event having occurred which, under any provision of any agreement, arrangement, licence, lease, permit or other instrument to which any member of the Wider Mallett Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, could reasonably be expected to result in any of the events or circumstances as are referred to in sub-paragraphs (i)-(ix) of this paragraph (d);

(e) save as Disclosed, no member of the Wider Mallett Group having, since 31 December 2013:

(i) save as between Mallett and wholly-owned subsidiaries of Mallett and save for Mallett Shares issued pursuant to the Mallett Share Schemes, issued or agreed to issue or authorised or proposed the issue of additional shares of any class, or securities convertible into, or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible securities or transferred or sold or agreed to transfer or sell or proposed the transfer or sale of Mallett Shares out of treasury;

(ii) other than to Mallett or a wholly-owned subsidiary of Mallett, recommended, declared, paid or made or proposed to recommend, declare, pay or make any bonus, dividend or other distribution whether payable in cash or otherwise;

(iii) merged or demerged with any body corporate or acquired or disposed of or transferred, mortgaged or charged or created any security interest over any assets or any right, title or interest in any asset (including shares and trade investments) (in each case other than in the ordinary course of business) or, other than pursuant to this Offer, authorised or proposed or announced any intention to propose any merger, demerger, acquisition or disposal, transfer, mortgage, charge or security interest;

(iv) made or authorised or proposed or announced an intention to propose any change in its loan capital;

(v) issued, authorised or proposed the issue of any debentures or incurred or increased any indebtedness or become subject to any contingent liability which is material in the context of the Wider Mallett Group taken as a whole;

(vi) purchased, redeemed or repaid or announced any proposal to purchase, redeem or repay any of its own shares or other securities or reduced or, save in respect to the matters mentioned in sub-paragraph (i) above, made any other change to any part of its share capital;

(vii) implemented, or authorised, proposed or announced its intention to implement, any reconstruction, amalgamation, scheme, commitment or other transaction or arrangement otherwise than in the ordinary course of business which is material in the context of the Wider Mallett Group taken as a whole;

(viii) entered into or varied or made an offer (which remains open for acceptance) to enter into or vary, the terms of any service or employment agreement with any director or senior executive of the Wider Mallett Group;

(ix) proposed, agreed to provide or modified the terms of any share option scheme or incentive scheme, or altered any other benefit relating to the employment or termination of employment of any employee of the Wider Mallett Group which is material in the context of the Wider Mallett Group taken as a whole;

   (x)        made or agreed or consented to:

(A) any significant change to:

(aa) the terms of the trust deeds or other contractual documentation constituting the pension schemes established for its directors, employees or their dependants; or

(bb) the benefits which accrue, or to the pensions which are payable, thereunder; or

(cc) the basis on which qualification for, or accrual or entitlement to, such benefits or pensions are calculated or determined; or

(dd) the basis on which the liabilities (including pensions) of such pension schemes are funded or made; or

(B) any change to the trustees or trustee directors;

(xi) entered into or varied or authorised or proposed or announced its intention to enter into or vary, any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is of a long term, onerous or unusual nature or magnitude or which is or could be restrictive on the businesses of any member of the Wider Mallett Group or the Wider Stanley Gibbons Group or which involves or could reasonably be expected to involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business;

(xii) (other than in respect of a member which is dormant and was solvent at the relevant time) taken any corporate action or had any legal proceedings started or threatened against it for its winding-up, dissolution or reorganisation or for the appointment of a receiver, administrative receiver, administrator, trustee or similar officer of all or any of its assets or revenues or any analogous proceedings in any jurisdiction or had any such person appointed;

   (xiii)      proposed any voluntary winding-up of a subsidiary of Mallett;

(xiv) waived or compromised any claim which is material in the context of the Wider Mallett Group taken as a whole;

   (xv)       made any alteration to its articles of association or other incorporation documents;

(xvi) been unable, or admitted in writing that it is unable, to pay its debts or commenced negotiations with one or more of its creditors with a view to rescheduling or restructuring any of its indebtedness, or having stopped or suspended (or threatened to stop or suspend) payment of its debts generally or ceased or threatened to cease carrying on all or a substantial part of its business;

(xvii) entered into any contract, commitment, arrangement or agreement otherwise than in the ordinary course of business or passed any resolution or made any offer (which remains open for acceptance) with respect to or announced any intention to, or to propose to, effect any of the transactions, matters or events referred to in this condition (e); or

(xviii) taken (or agreed or proposed to take) any action which requires, or would require, the consent of the Panel or the approval of Mallett Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

(f) save as Disclosed, since 31 December 2013:

(i) no adverse change or deterioration having occurred in the business, assets, financial or trading position or profits or prospects of any member of the Wider Mallett Group which is material in the context of the Wider Mallett Group taken as a whole and no circumstance having arisen which would or might reasonably be expected to result in such adverse change or deterioration;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Mallett Group is or may become a party (whether as a plaintiff, claimant, defendant or otherwise) and no investigation or enquiry by or complaint or reference to any Authority against or in respect of any member of the Wider Mallett Group having been instituted, announced or threatened by or against or remaining outstanding in respect of any member of the Wider Mallett Group, which is material in the context of the Wider Mallett Group taken as a whole;

(iii) no actual, contingent or other liability having arisen or become apparent to TFAAG which has had or might reasonably be expected to have a material adverse effect on the Wider Mallett Group taken as a whole; and

(iv) no steps having been taken which are likely to result in the withdrawal, cancellation, termination or modification of any material licence or other authorisation held by any member of the Wider Mallett Group which is necessary for the proper carrying on of its business;

(g) since 31 December 2013, and save as Disclosed, TFAAG not having discovered:

(i) that any financial, business or other information concerning the Wider Mallett Group as contained in the information publicly announced or disclosed to any member of the Wider Stanley Gibbons Group or to any of their advisers at any time by or on behalf of any member of the Wider Mallett Group contains a misrepresentation of fact or omits to state a fact which would make that information not misleading;

(ii) that any member of the Wider Mallett Group is subject to any liability (contingent or otherwise) which is not disclosed in the annual report and accounts of Mallett for the year ended 31 December 2013 and which is material in the context of the Wider Mallett Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any time by or on behalf of any member of the Wider Mallett Group and which is material in the context of the Wider Mallett Group taken as a whole;

(h) save as Disclosed, TFAAG not having discovered that:

(i) any past or present member of the Wider Mallett Group has failed to comply in all material respects with any and/or all applicable legislation or regulation of any jurisdiction with regard to the disposal, spillage, release, discharge, leak or emission of any waste or hazardous substance or any substance likely to impair the environment or harm human health or animal health or otherwise relating to environmental matters, or that there has otherwise been any such disposal, spillage, release, discharge, leak or emission (whether or not the same constituted a non-compliance by any person with any such legislation or regulations, and wherever the same may have taken place) any of which disposal, spillage, release, discharge, leak or emission would be likely to give rise to any liability (actual or contingent) on the part of any member of the Wider Mallett Group and which is material in the context of the Wider Mallett Group taken as a whole;

(ii) there is, or is reasonably likely to be, for that or any other reason whatsoever, any liability (actual or contingent) of any past or present member of the Wider Mallett Group to make good, repair, reinstate or clean up any property or any controlled waters now or previously owned, occupied, operated or made use of or controlled by any such past or present member of the Wider Mallett Group, under any environmental legislation, regulation, notice, circular or order of any government, governmental, quasigovernmental, state or local government, supranational, statutory or other regulatory body, agency, court, association or any other person or body in any jurisdiction and which is material in the context of the Wider Mallett Group taken as a whole;

(iii) that circumstances exist whereby a person or class of person would be reasonably likely to have a claim in respect of any supply, product or process of manufacture or materials used therein now or previously manufactured, sold or carried out by any past or present member of the Wider Mallett Group and which is material in the context of the Wider Mallett Group taken as a whole;

(iv) any member of the Wider Mallett Group or any person that performs or has performed services for or on behalf of any such member is or has engaged in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; or

(v) any asset of any member of the Wider Mallett Group constitutes criminal property as defined by section 340-(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition); and

(i) no circumstance having arisen or event having occurred in relation to any intellectual property owned, used or licensed by the Wider Mallett Group or to any third parties, including:

(i) any member of the Wider Mallett Group losing its title to any intellectual property or any intellectual property owned by the Wider Mallett Group being revoked, cancelled or declared invalid;

(ii) any agreement regarding the use of any intellectual property licensed to or by any member of the Wider Mallett Group being terminated or varied; or

(iii) any claim being filed suggesting that any member of the Wider Mallett Group infringed the intellectual property rights of a third party or any member of the Wider Mallett Group being found to have infringed the intellectual property rights of a third party; in each case which is material in the context of the Wider Mallett Group taken as a whole.

2. To the extent permitted by law or regulation and subject to the requirements of the Panel, TFAAG reserves the right in its sole discretion to waive all or any of Conditions contained in paragraphs 1(b) to 1(i) (inclusive) above, in whole or in part.

3. Except with the consent of the Panel the Offer will lapse unless the Conditions contained in paragraphs 1(b) to 1(i) (inclusive) set out above are fulfilled or, if capable of waiver, waived or, where appropriate, have been determined by TFAAG in its opinion to be or to remain satisfied by midnight on the date which is 21 days after the later of the First Closing Date and the date on which the Condition contained in paragraph 1(a) is satisfied (or such later date as TFAAG may, with the consent of the Panel, decide).

4. TFAAG shall be under no obligation to waive (if capable of waiver), or to determine to be, or treat as, satisfied any of the Conditions contained in paragraphs 1(b) to 1(i) (inclusive) above by any date earlier than the latest date specified above for fulfilment or satisfaction of that condition notwithstanding that the other Conditions of the Offer may at such earlier date have been waived or fulfilled or satisfied and that there are at such earlier date no earlier circumstances indicating that any such Conditions may not be capable of fulfilment or satisfaction.

5. TFAAG reserves the right to elect to implement the Offer by way of a scheme of arrangement under Part 26 of the Companies Act, subject to the consent of the Panel (where necessary). In such event, the Offer will be implemented on the same terms (subject to appropriate amendments), so far as applicable, to those which apply to the Offer reflected in the Offer Document.

6. If TFAAG is required by the Panel to make an offer for Mallett Shares under the provisions of Rule 9 of the Code, TFAAG may make such alterations to the Conditions as are necessary to comply with the provisions of that Rule.

7. TFAAG reserves the right for any other member of the Stanley Gibbons Group from time to time to make the Offer or otherwise implement the acquisition of Mallett.

8. The Offer will lapse if it is referred to the Competition and Markets Authority in the United Kingdom before 1.00 p.m. on the First Closing Date or on the date on which the Offer becomes or is declared unconditional as to acceptances, whichever is the later.

9. If the Offer lapses, the Offer will cease to be capable of further acceptance and persons accepting the Offer and TFAAG shall thereupon cease to be bound by acceptances delivered on or before the date on which the Offer so lapses.

10. Mallett Shares acquired under the Offer will be acquired with full title guarantee, fully paid and free from all liens, charges, equitable interests, encumbrances, options, rights of pre-emption and any other third party rights and interests of any nature and together with all rights now or hereafter attaching or accruing to them, including, without limitation, voting rights and the right to receive and retain in full all dividends and other distributions (if any), announced, declared, made or paid on or after the date of this announcement. Accordingly, insofar as a dividend and/or a distribution and/or a return of capital is proposed, declared, made, paid or payable by Mallett in respect of a Mallett Share on or after the date of this announcement, the price payable under the Offer in respect of a Mallett Share will be reduced by the amount of the dividend and/or distribution and/or return of capital except insofar as the Mallett Share is or will be transferred pursuant to the Offer on a basis which entitles TFAAG alone to receive the dividend and/or distribution and/or return of capital and to retain it. To the extent that a reduction in the price payable pursuant to the Offer in respect of a Mallett Share is to apply in respect of a dividend and/or distribution and/or return of capital but that reduction in price has not been effected, the person to whom the Offer Price is paid in respect of that Mallett Share will be obliged to account to TFAAG for the amount of such dividend or distribution or return of capital.

11. The Offer, and any acceptance thereof, will be governed by English law and will be subject to the jurisdiction of the English courts and the conditions set out herein, in the Offer Document and (in the case of Mallett Shares held in certificated form only) in the Form of Acceptance. The Offer will comply with the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the Code.

12. The availability of the Offer to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Persons who are not resident in the United Kingdom should inform themselves about and observe any applicable requirements.

13. Each of the Conditions shall be regarded as a separate Condition and shall not be limited by reference to any other Condition.

14. Under Rule 13.5 of the Code, TFAAG may not invoke a Condition to the Offer so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances which give rise to the right to invoke the Condition are of material significance to TFAAG in the context of the Offer. The Condition contained in paragraph 1(a) above is not subject to this provision of the Code.

APPENDIX 2

BASES AND SOURCES OF INFORMATION

The Closing Prices of Mallett Shares on a particular date are derived from the Daily Official List for the particular date concerned.

The value of Mallett as implied by the Offer Price is based upon the 14,368,080 Mallett Shares in issue and to be issued as at 26 September 2014 (being the latest practicable Business Day prior to the date of this announcement).

Unless otherwise stated, the financial information relating to the Mallett Group has been extracted or derived (without material adjustment) from Mallett's consolidated audited financial statements for the year ended 31 December 2013 and from the unaudited interim results for the six month period ended 30 June 2014.

Unless otherwise stated, the financial information relating to TFAAG has been extracted (without material adjustment) from TFAAG's audited financial statements for the fifteen month period ended 30 November 2013.

Unless otherwise stated, the financial information relating to Stanley Gibbons has been extracted or derived (without material adjustment) from Stanley Gibbons's consolidated audited financial statements for the fifteen month period ended 31 March 2014.

APPENDIX 3

SCHEDULE OF IRREVOCABLE UNDERTAKINGS

 
      Name of Mallett        Number of Mallett    Percentage of    Level of increase 
          Director                 Shares         Mallett issued      of competing 
                                                  share capital      offer at which 
                                                                      irrevocable 
                                                                      would lapse 
--------------------------  ------------------  ----------------  ------------------ 
 Michael Smyth-Osbourne**          4,200               0.0                n/a 
--------------------------  ------------------  ----------------  ------------------ 
       Henry Neville              10,000               0.1                n/a 
--------------------------  ------------------  ----------------  ------------------ 
      James Heneage**             10,000               0.1                n/a 
--------------------------  ------------------  ----------------  ------------------ 
 
 
             Name               Number of Mallett    Percentage of    Level of increase 
                                      Shares         Mallett issued      of competing 
                                                     share capital      offer at which 
                                                                         irrevocable 
                                                                         would lapse 
-----------------------------  ------------------  ----------------  ------------------ 
    Troy Asset Management 
           Limited*                 4,130,000            29.9                10% 
-----------------------------  ------------------  ----------------  ------------------ 
       Bronsstädet 
             AB**                   3,897,500            28.2                10% 
-----------------------------  ------------------  ----------------  ------------------ 
        Value Partners 
  Family Office Foundation**         897,000              6.5                10% 
-----------------------------  ------------------  ----------------  ------------------ 
   Church House Investments 
           Limited**                 765,000              5.5                10% 
-----------------------------  ------------------  ----------------  ------------------ 
      Mrs Sara Fenwick**             534,000              3.9                10% 
-----------------------------  ------------------  ----------------  ------------------

* Troy Asset Management Limited has discretionary control on behalf of the beneficial owner of such Mallett Shares.

** Beneficial holding.

The undertakings of the Mallett Directors to accept the Offer referred to above will remain binding in the event of a higher competing offer being announced by a third party in respect of the entire issued share capital of Mallett.

The undertakings of the other Mallett Shareholders to accept the Offer referred to above will cease to be binding if a third party makes a general offer not expressed to be subject to any pre-condition for the entire issued and to be issued share capital of Mallett for an amount or value of consideration per ordinary share which, in the reasonable opinion of Peel Hunt, represents an improvement in excess of 10% of the value of the Offer.

All of the undertakings referred to above will cease to be binding if the Offer lapses or is withdrawn (except where such lapse or withdrawal occurs in circumstances where TFAAG elects to implement the acquisition of Mallett by way of a scheme of arrangement under Part 26 of the Companies Act).

APPENDIX 4

DEFINITIONS

The following definitions apply throughout this announcement unless the context otherwise requires:

 
"AIM Rules"                                 the AIM Rules for Companies published by the London Stock Exchange as 
                                            amended from time to 
                                            time; 
"Announcement"                              this announcement made by Stanley Gibbons and Mallett on 29 September 2014 
                                            setting out TFAAG's 
                                            firm intention to make the offer; 
"Business Day"                              a day (other than a Saturday, Sunday, public holiday or bank holiday) on 
                                            which banks are generally 
                                            open for normal business in the City of London; 
  "certificated" or "in certificated form"  the description of a share or other security which is not in 
                                            uncertificated form (that is, 
                                            not in CREST); 
"Closing Price"                             the closing middle market price of a Mallett Share as derived from the 
                                            Daily Official List; 
"Code" or "Takeover Code"                   the City Code on Takeovers and Mergers; 
"Companies Act"                             the Companies Act 2006, as amended from time to time; 
"Completion"                                completion of the Offer; 
"Conditions"                                the conditions to and terms of the Offer which are set out in Appendix 1 
                                            of this announcement 
                                            and which will be set out in the Offer Document (and "Condition" shall 
                                            mean any of them); 
"CREST"                                     the relevant system (as defined in the CREST Regulations) of which 
                                            Euroclear is the Operator 
                                            (as defined in the CREST Regulations); 
"CREST Regulations"                         the Uncertificated Securities Regulations 2001, including (i) any 
                                            enactment or subordinate 
                                            legislation which amends or supersedes those regulations and (ii) any 
                                            applicable rules made 
                                            under those regulations or any such enactment or subordinate legislation 
                                            for the time being 
                                            in force; 
"Daily Official List"                       the Daily Official List of the London Stock Exchange; 
"Dealing Disclosure"                        has the same meaning as in Rule 8 of the Code; 
"Disclosed"                                 the information disclosed in (i) the annual report and accounts of Mallett 
                                            for the financial 
                                            year ended 31 December 2013; (ii) this announcement; (iii) any public 
                                            announcement by Mallett 
                                            to a Regulated Information Service on or before 5.00 p.m. on the Business 
                                            Day prior to the 
                                            date of this announcement; or (iv) otherwise fairly disclosed in writing 
                                            by or on behalf of 
                                            Mallett to TFAAG (or to its professional advisers engaged in connection 
                                            with the Offer) in 
                                            connection with or contemplation of the Offer on or before 5.00 p.m. on 
                                            the Business Day prior 
                                            to the date of this announcement; 
"Enlarged Group"                            the Stanley Gibbons Group and the Mallett Group following completion of 
                                            the Offer; 
"Euroclear"                                 Euroclear UK & Ireland Limited, the operator of CREST; 
"First Closing Date"                        the first closing date of the Offer, being the date that is twenty one 
                                            days after the date 
                                            the Offer Document is posted; 
"FCA" or "Financial Conduct Authority"      the United Kingdom Financial Conduct Authority; 
"Form of Acceptance"                        the form of acceptance and authority for use in connection with the Offer 
                                            accompanying the 
                                            Offer Document; 
"FSMA"                                      the Financial Services and Markets Act 2000, as amended; 
"London Stock Exchange"                     London Stock Exchange plc or its successor; 
"Mallett"                                   Mallett PLC, a public limited company incorporated and registered in 
                                            England and Wales with 
                                            number 01838233, whose registered office is at 37 Dover Street, London W1S 
                                            4NJ; 
"Mallett Board"                             the board of directors of Mallett; 
"Mallett Directors"                         the directors of Mallett at the date of this announcement; 
"Mallett Group"                             Mallett and its subsidiary and associated undertakings from time to time 
                                            and, where the context 
                                            permits, each of them; 
"Mallett Share Bonus Scheme"                the arrangements under which Mallett Directors have received discretionary 
                                            bonuses in the 
                                            form of Shares or a right to acquire Shares for no payment, free in both 
                                            cases from any restrictions; 
"Mallett Share Schemes"                     each of the Mallett PLC 2006 Long Term Incentive Plan, the Mallett PLC 
                                            Share Incentive Plan 
                                            and the Mallett Share Bonus Scheme; 
 "Mallett Shareholders" or "Shareholders"   the holders of Mallett Shares (and "Mallett Shareholder" shall be 
                                            construed accordingly); 
"Mallett Shares" or "Shares"                the ordinary shares of 5 pence each in the capital of Mallett (and 
                                            "Mallett Share" shall be 
                                            construed accordingly); 
"New Debt Facilities"                       the up to, in aggregate, GBP20,000,000 sterling term and multicurrency 
                                            term and revolving 
                                            credit facilities made available by National Westminster Bank plc, as 
                                            original lender, in 
                                            favour of TFAAG, in relation to the sterling term facility, and TFAAG and 
                                            various other members 
                                            of the Stanley Gibbons Group, in relation to the multicurrency revolving 
                                            credit facility; 
"Offer"                                     the recommended cash offer to be made by TFAAG to acquire all of the 
                                            issued and to be issued 
                                            Mallett Shares on the terms and subject to the conditions to be set out in 
                                            the Offer Document 
                                            and where appropriate, the Form of Acceptance, including, where the 
                                            context permits, any subsequent 
                                            revision, variation, extension or renewal thereof; 
"Offer Document"                            the document to be sent to Mallett Shareholders following the date of this 
                                            announcement containing, 
                                            amongst other things, the terms and conditions of the Offer and any 
                                            subsequent document containing 
                                            the Offer; 
"Offer Period"                              the offer period (as defined by the Code) relating to Mallett, which 
                                            commenced on 29 September 
                                            2014 (being the date of this announcement); 
"Offer Price"                               60 pence in cash per Mallett Share; 
"Official List"                             the official list maintained by the FCA pursuant to Part VI of FSMA; 
"Opening Position Disclosure"               has the same meaning as in Rule 8 of the Code; 
"Overseas Shareholders"                     Mallett Shareholders whose registered addresses are outside the UK or who 
                                            are resident in, 
                                            or citizens of, a jurisdiction outside the UK; 
"Panel" or "Takeover Panel"                 the Panel on Takeovers and Mergers; 
"Peel Hunt"                                 Peel Hunt LLP, a limited liability partnership registered in England and 
                                            Wales with number 
                                            OC357088, which is acting as financial adviser to TFAAG and Stanley 
                                            Gibbons in relation to 
                                            the Offer; 
"Restricted Jurisdiction"                   any jurisdiction where local laws or regulations may result in a 
                                            significant risk of civil, 
                                            regulatory or criminal exposure if information concerning the Offer is 
                                            sent or made available 
                                            to Mallett Shareholders in that jurisdiction; 
"Regulatory Information Service"            a regulatory information service authorised by the FCA to receive, process 
                                            and disseminate 
                                            regulatory information from listed companies; 
"Smith Square Partners"                     Smith Square Partners LLP, a limited liability partnership registered in 
                                            England and Wales 
                                            with number OC357682, which is acting as financial adviser to Mallett in 
                                            relation to the Offer; 
"Stanley Gibbons"                           The Stanley Gibbons Group plc, a public limited company incorporated and 
                                            registered in Jersey 
                                            with number 13177, whose registered office is at 2(nd) Floor, Minden 
                                            House, Minden Place, 
                                            St Helier, Jersey JE2 4WQ, Channel Islands; 
"Stanley Gibbons Board"                     the board of directors of Stanley Gibbons; 
"Stanley Gibbons Directors"                 the directors of Stanley Gibbons at the date of this announcement; 
"Stanley Gibbons Group"                     Stanley Gibbons and its subsidiary and associated undertakings from time 
                                            to time and, where 
                                            the context permits, each of them (including, for the avoidance of any 
                                            doubt, TFAAG); 
"Substantial Interest"                      in relation to an undertaking, a direct or indirect interest of 20 per 
                                            cent, or more of the 
                                            total voting rights conferred by the equity share capital (as defined in 
                                            section 548 of the 
                                            Companies Act) of such undertaking; 
"TFAAG"                                     The Fine Art Auction Group Limited, a private limited company incorporated 
                                            in England and 
                                            Wales with registered number 03839469, whose registered office is at 11 
                                            Adelphi Terrace, London, 
                                            WC2N 6BJ; 
"TFAAG Board"                               the board of directors of TFAAG; 
"UK" or "United Kingdom"                    the United Kingdom of Great Britain and Northern Ireland; 
"Uncovered Awards"                          the rights to acquire Mallett Shares arising under the Mallett Share Bonus 
                                            Scheme and the 
                                            Mallett PLC Share Incentive Plan; 
"Wider Mallett Group"                       Mallett, its subsidiary undertakings, associated undertakings and any 
                                            other undertakings in 
                                            which Mallett and/or such undertakings (aggregating their interests) have 
                                            a Substantial Interest; 
                                            and 
"Wider Stanley Gibbons Group"               Stanley Gibbons, its subsidiary undertakings, associated undertakings and 
                                            any other undertakings 
                                            in which Stanley Gibbons and/or such undertakings (aggregating their 
                                            interests) have a Substantial 
                                            Interest (including, for the avoidance of any doubt, TFAAG).

In this announcement, "subsidiary", "subsidiary undertaking", "parent undertaking", "undertaking" and "associated undertaking" have the respective meanings given thereto by the Companies Act.

All the times referred to in this announcement are London times unless otherwise stated.

All references to "pound", "pounds sterling", "GBP", "pence" and "p" are to the lawful currency of the United Kingdom.

References to the singular include the plural and vice versa.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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