TIDMSGI TIDMMAE
RNS Number : 9867S
Stanley Gibbons Group PLC
30 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 STATE OR JURISDICTION IN WHICH
SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION
Recommended Cash Offer
by
The Fine Art Auction Group Limited
(a wholly owned subsidiary of The Stanley Gibbons Group plc)
for
Mallett PLC
Posting of Offer Document
The boards of directors of The Stanley Gibbons Group plc
("Stanley Gibbons") and Mallett PLC ("Mallett") yesterday announced
they had reached agreement on the terms of a recommended cash offer
to be made by TFAAG, a wholly-owned subsidiary of Stanley Gibbons,
for the entire issued and to be issued share capital of Mallett
(the "Offer"). Mallett and Stanley Gibbons hereby announce that the
Offer Document, containing the full terms of, and conditions to the
Offer (the "Offer Document") together with a Form of Acceptance (in
respect of Mallett Shares held in certificated form), was posted to
Mallett Shareholders yesterday.
Information for Shareholders
The Offer will initially remain open for acceptance until 1.00
p.m. (London time) on 20 October 2014.
If you hold Mallett Shares in certificated form, to accept the
Offer you should complete, sign and return the Form of Acceptance
along with your share certificate(s) and/or other document(s) of
title as soon as possible and, in any event, so as to be received
by Capita Asset Services by no later than 1.00 p.m. (London time)
on 20 October 2014.
If you hold Mallett Shares in uncertificated form (that is, in
CREST), to accept the Offer you should do this electronically
through CREST in accordance with the instructions set out in the
Offer Document so as to ensure than an electronic acceptance is
made by you or on your behalf and that settlement is made no later
than 1.00 p.m. (London time) on 20 October 2014.
If you hold Mallett Shares as a CREST sponsored member you
should refer to your CREST sponsor before taking any action. Only
your CREST sponsor will be able to send the necessary TTE
instruction(s) to Euroclear in relation to your Mallett Shares.
Shareholder helpline
A Shareholder helpline is available for Mallett Shareholders. If
Mallett Shareholders are in any doubt as to the procedure for
acceptance, they should contact Capita Asset Services on 0871 664
0321 from within the United Kingdom or +44 20 8639 3399 if calling
from outside the United Kingdom. Calls to the 0871 664 0321 number
cost 10 pence per minute from a BT landline. Other network
providers' charges may vary. Lines are open 9.00 a.m. to 5.30 p.m.
(London time) Monday to Friday. Calls to the helpline from outside
the United Kingdom will be charged at the applicable international
rate. Different charges may apply to calls from mobile telephones
and calls may be recorded and randomly monitored for security and
training purposes. The helpline cannot provide advice on the merits
of the Offer nor give any financial, legal or tax advice.
Publication on website
In accordance with Rule 30.4 of the Code, a copy of this
announcement, the Offer Document and the Form of Acceptance will be
made available, subject to certain restrictions in relation to
persons resident in Restricted Jurisdictions, on Stanley Gibbons's
website at
www.stanleygibbons.com/stanleygibbons/view/content/Mallett_Disclaimerunder
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) today.
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.
Further 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) contains 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.
Defined terms
Terms defined in the Offer Document shall have the same meaning
in this announcement unless the context otherwise requires.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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