TIDMSGI
RNS Number : 3690T
Stanley Gibbons Group PLC
22 July 2022
Proposed Delisting
Stanley Gibbons Group PLC
22 July 2022
THE STANLEY GIBBONS GROUP PLC
(the "Company" or the "Group")
Proposed Cancellation of Admission to Trading on AIM
publication of Circular and Trading Update
Introduction
The Company announces that it is today posting a circular to
shareholders (the "Circular") in connection with a proposal for the
cancellation of admission of the ordinary shares in the Company
(the "Ordinary Shares") to trading on AIM (the "Cancellation"),
pursuant to Rule 41 of the AIM Rules for Companies (the "AIM
Rules"). The Circular includes notice of an extraordinary general
meeting of the Company which is being convened for 10.00 a.m. on 30
August 2022 (the "Extraordinary General Meeting") for the purposes
considering and, if thought fit, passing the requisite shareholder
resolution to approve the Cancellation. In accordance with the
requirements of the AIM Rules, the Cancellation is conditional upon
the approval of not less than 75 per cent. of the votes cast by
Shareholders (whether present in person or by proxy) at the
Extraordinary General Meeting.
Further information on the proposed Cancellation and the
Extraordinary General Meeting is set out below. Terms defined in
this announcement bear the meanings set out in the Appendix to this
announcement.
Background and reasons for the Cancellation
The Independent Directors have been in discussion with the
Company's largest shareholder, Phoenix S.G., regarding the merits
of continuing with the Company's listing on AIM. Phoenix Asset
Management Partners (on behalf of Phoenix S.G.) has expressed the
view that, whilst its thoughts about the long-term potential of the
Company are unchanged (as is its wish to continue to provide
support in order that the Company can fulfil its potential), it
believes that there are clear benefits both from a financial and
business perspective to terminating the listing. As a result,
Phoenix S.G. has requested that the Board put forward the
Resolution for consideration by Shareholders to give effect to the
Cancellation.
The Independent Directors have listened carefully to the
drawbacks identified by Phoenix Asset Management Partners of
retaining the Company's listing on AIM. These have included the
following:
-- the continued listing on AIM is unlikely to provide the
Company with significantly wider or more cost-effective access to
capital than the funding options it already has from the majority
shareholder in the near to mid-term;
-- the considerable cost, management time and the legal and
regulatory burden associated with maintaining the Company's
admission to trading on AIM are disproportionate to the benefits to
the Company;
-- there are negative operational influences on the business
which come about directly as a result of being listed, something
which is accentuated by operating in an industry where the vast
majority of the Company's peers are privately owned. The Company's
peers also have far greater insight into its strategy, operational
activities and future plans than the Company has into theirs, a
factor which reduces the Company's relative competitiveness;
-- there is also a limited free float and liquidity in the
Ordinary Shares with the consequence that the AIM listing of the
Ordinary Shares does not offer investors the opportunity to trade
in meaningful volumes or with frequency within an active
market.
The Independent Directors recognise the merits of these
considerations and believe they are factors that may resonate with
Shareholders when it comes to considering the Resolution.
However, Phoenix Asset Management Partners has also confirmed to
the Independent Directors that if the Resolution is not passed, it
would be necessary for Phoenix S.G. to reconsider its continued
financial support for the Company and the Company should not rely
on that support if the Cancellation is not effected.
As the Company's largest Shareholder and the provider of all of
its existing debt facilities, the continuing support of Phoenix
S.G., is fundamental to the ability of the Company to continue to
trade and the Independent Directors do not believe it would be
possible to find a third party willing to provide such support on
equivalent terms. The continued support of Phoenix S.G. will also
be a pre-requisite to obtaining auditor sign-off as a going concern
in respect of the Company's audited accounts for the year ended
31st March 2022.
Following careful consideration of all relevant factors and in
light of the above, the Directors believe that it is in the best
interests of the Company and Shareholders, taken as a whole, to
seek the proposed Cancellation at the earliest opportunity. As a
result, the Company is seeking Shareholders' approval of the
Cancellation at the Extraordinary General Meeting, which is being
convened for 10.00 a.m. on 30 August 2022 at the Company's office
at 399 Strand, London WC2R 0LX, England. Notice of the
Extraordinary General Meeting will be set out in the Circular.
Pursuant to Rule 41 of the AIM Rules, the Company (through its
nominated adviser, Liberum Capital Limited) has notified the London
Stock Exchange of the date of the proposed Cancellation, which is
expected to become effective at 7.00 a.m. on 7 September 2022 if
the Resolution is passed at the Extraordinary General Meeting.
As noted above, the Cancellation is conditional upon the
approval of not less than 75 per cent. of the votes cast by
Shareholders (whether present in person or by proxy) at the
Extraordinary General Meeting. It should be noted that Phoenix
S.G., as beneficial owner of approximately 58% of the Company's
voting share capital, is entitled to procure votes on the
Resolution and Phoenix Asset Management Partners has irrevocably
undertaken to procure those votes in favour of the Resolution. In
addition, those Directors who own Ordinary Shares have also entered
into similar commitments.
Given that there is a strong likelihood that the Resolution will
be passed, the Independent Directors have been keen to ensure that
all Shareholders have an opportunity (if they so wish) to sell
their Ordinary Shares notwithstanding the proposed Cancellation.
Following discussion with the Board, Phoenix Asset Management
Partners has agreed with the Company that on the date of this
announcement, it will place, or procure that one of its group
companies will place the Standing Purchase Order, pursuant to which
its broker will be instructed to purchase in the market any
Ordinary Shares offered for sale at a price of 1.5 pence per
Ordinary Share. This represents a small premium of 3.5 per cent. to
the closing mid-market price of an Ordinary Share at close of
business on 21 July 2022, the last business day prior to the
publication of this announcement. Phoenix Asset Management Partners
has committed to procure that such order will remain open until the
last trading day on AIM, currently expected to be 6 September 2022.
Further details of the Standing Purchase Order are set out later in
this announcement.
For those Shareholders who do not wish to sell their Ordinary
Shares pursuant to the Standing Purchase Order, in the event that
the Resolution is passed and the Cancellation proceeds, the Company
intends to put in place the Matched Bargain Facility, further
details of which are also set out later in this announcement.
However, Shareholders should note that if the Cancellation
proceeds, their ability to realise their Ordinary Shares will be
significantly reduced and will be dependent on the availability of
a willing buyer for the time being.
Process for, and principal effects of, the Cancellation
The Directors are aware that certain Shareholders may be unable
or unwilling to hold Ordinary Shares in the event that the
Cancellation is approved and becomes effective. Such Shareholders
should consider selling their Ordinary Shares in the market prior
to the Cancellation becoming effective (either pursuant to the
Standing Purchase Order referred to below or otherwise).
Under the AIM Rules, the Company is required to give at least 20
clear Business Days' notice of Cancellation. Additionally,
Cancellation will not take effect until at least 5 clear Business
Days have passed following the passing of the Resolution. If the
Resolution is passed at the Extraordinary General Meeting, it is
proposed that the last day of trading in Ordinary Shares on AIM
will be 6 September 2022 and that the Cancellation will take effect
at 7.00 a.m. on 7 September2022.
The principal effects of the Cancellation will be that:
-- there will be no formal market mechanism enabling the
Shareholders to trade Ordinary Shares. Save for the proposed
Matched Bargain Facility referred to below, no other recognised
market or trading facility is intended to be put in place to
facilitate the trading of the Ordinary Shares following the
Cancellation;
-- while the Ordinary Shares will remain freely transferrable,
it is possible that the liquidity and marketability of the Ordinary
Shares will, in the future, be even more constrained than at
present and the value of such Ordinary Shares may be adversely
affected as a consequence;
-- in the absence of a formal market and quote, it may be more
difficult for Shareholders to determine the market value of their
investment in the Company at any given time;
-- the regulatory and financial reporting regime applicable to
companies whose shares are admitted to trading on AIM will no
longer apply;
-- Shareholders will no longer be afforded the protections given
by the AIM Rules, such as the requirement to be notified of certain
events (including substantial transactions, financing transactions,
related party transactions and certain acquisitions and disposals)
and the separate requirement to seek shareholder approval for
certain other corporate events such as reverse takeovers or
fundamental changes in the Company's business;
-- the legal requirements applicable to private companies
relating to transparency and corporate governance are less
stringent than those applicable to public companies quoted on
AIM;
-- the Company will cease to have an independent nominated adviser and broker;
-- whilst the Company's CREST facility will remain in place for
at least 12 months following the Cancellation, the Company's CREST
facility may be cancelled in the future. In such circumstances,
although the Ordinary Shares will remain transferable, they would
cease to be transferable through CREST. In this instance,
Shareholders who hold Ordinary Shares in CREST would receive share
certificates; and
-- the Cancellation may have taxation or other commercial
consequences for Shareholders. Shareholders who are in any doubt
about their tax position should consult their own professional
independent tax adviser.
The Company will remain registered with the Registrar of
Companies in Jersey in accordance with and subject to the Law,
notwithstanding the Cancellation. Shareholders should also note
that the Takeover Code will continue to apply to the Company
following the Cancellation for a period of 10 years from the date
of Cancellation (although it should also be noted that, as Phoenix
S.G. owns in excess of 50 per cent. of the existing Ordinary
Shares, it is free to acquire further Ordinary Shares without any
restriction under the Takeover Code).
The Company will also continue to be bound by the Articles
(which require shareholder approval for certain matters) following
the Cancellation. Whilst the Company currently has no intention to
amend the Articles and Phoenix S.G. has committed to procure that
the Company does not to do so for at least 12 months following the
Cancellation, following the expiry of this period, the Company may
seek Shareholder approval to amend the Articles in the future.
The above considerations are not exhaustive and Shareholders
should seek their own independent advice when assessing the likely
impact of the Cancellation on them.
The Company currently intends (and Phoenix Asset Management
Partners has committed to exercise its powers to procure) that it
will continue to provide certain facilities and services to
Shareholders that they currently enjoy as shareholders of an AIM
company. The Company will:
-- continue to communicate information about the Company
(including annual accounts) to its Shareholders, as required by the
Law;
-- continue to hold annual general meetings;
-- continue, for at least 12 months following the Cancellation,
to maintain its corporate website, www.stanleygibbonsplc.com and to
post updates on the website from time to time, although
Shareholders should be aware that there will be no obligation on
the Company to include all of the information required under AIM
Rule 26 or to update the website as required by the AIM Rules;
-- continue, for at least 12 months following the Cancellation,
to maintain the Company's CREST facility;
-- continue, for at least 12 months following the Cancellation,
to maintain a Board structure with at least one independent
non-executive director and at least as many independent
non-executive directors as non-executive directors who are
considered not to be independent of the Company's majority
shareholder; and
-- appoint JP Jenkins or another FCA regulated firm to provide
shareholders with an off-market dealing service for the ordinary
shares for at least 12 months following the Cancellation. Further
details of this can be found below and will be set out in the
Circular.
Board Structure and management
In the event that the Resolution is passed and the Cancellation
becomes effective, it is expected that Louis Castro and Mark West
will step down as independent non-executive directors so as to
achieve some of the cost savings referred to earlier in this
announcement. Henry Wilson will continue in his role as independent
non-executive Chairman.
The Group has also today announced that Graham Shircore, has
formally notified the Board of his intention to resign from his
executive responsibilities, pending appointment of his replacement,
in order to pursue a new role within the Phoenix Asset Management
Partners group of companies.
In conjunction with this, the Group has today announced Tom
Pickford as Graham's successor as Group CEO. Tom is expected to
join the Group as CEO on 12 September 2022 at which point it is
anticipated that Graham will become a non-executive director of the
Group.
Tom most recently worked for The Hut Group prior to which he had
a long and successful career at Proctor and Gamble. Tom has a
strong background in the digital world and a track record of
successful, significant business growth. Combined with a strong
focus on the end customer, his experiences and abilities align
closely with the requirements of the Group as it moves into the
next stage of the long term strategy which it has been working
towards.
Transaction in the Ordinary Shares prior to and post the
proposed Cancellation
Whether or not Shareholders seek to sell their Ordinary Shares
in light of the proposed Cancellation is a matter for individual
Shareholders and will depend on their personal circumstances,
including their willingness to remain as a minority shareholder in
an unlisted company under the control of Phoenix S.G. The
Independent Directors make no recommendation in this respect and
any Shareholders who are in any doubt as to what they should do are
advised to seek their own independent advice from a professional
adviser duly authorised and regulated by the Financial Conduct
Authority. All Shareholders should note, however, that following
Cancellation, the ability for Shareholders to dispose of their
Ordinary Shares will be significantly diminished and will be
dependent on there being a willing buyer for those Ordinary Shares
for the time being.
For those Shareholders who do wish to realise their Ordinary
Shares, the Independent Directors have facilitated the
following:-
Prior to the Cancellation
The Independent Directors are concerned to ensure that
Shareholders have an opportunity to sell their Ordinary Shares
notwithstanding the proposed Cancellation. At the request of the
Board therefore, Phoenix Asset Management Partners has agreed with
the Company that on the date of this announcement, it will, or
procure that Phoenix S.G. or one of its group companies will, place
the Share Purchase Order, pursuant to which its broker will be
instructed to purchase in the market any Ordinary Shares offered
for sale at a price of 1.5 pence per Ordinary Share. This
represents a small premium of 3.5 per cent. to the closing
mid-market price of an Ordinary Share at close of business on 21
July 2022, the last business day prior to the publication of this
announcement. Phoenix Asset Management Partners has committed to
procure that such order will remain open until the last trading day
on AIM being 6 September 2022. All Shareholders who wish to sell
their Ordinary Shares in the market at that price will therefore
have the opportunity to do so. Shareholders should consult with
their own independent financial adviser and/or broker should they
wish to consider selling their interests in the market prior to the
Cancellation becoming effective, as it will be necessary to
instruct a broker to place an order in the market for the sale of
the relevant Ordinary Shares.
Following the Cancellation
The Independent Directors are aware that the proposed
Cancellation, should it be approved by Shareholders at the
Extraordinary General Meeting, would make it more difficult for
Shareholders to buy and sell Ordinary Shares should they wish to do
so.
Therefore, the Company is making arrangements for a Matched
Bargain Facility to assist Shareholders to trade in the Ordinary
Shares to be put in place from the date of Cancellation, if the
Resolution is passed. The Matched Bargain Facility will be provided
by J P Jenkins. JP Jenkins is part of Peterhouse Corporate Finance
Limited, which is authorised and Regulated by the Financial Conduct
Authority, a Member of the London Stock Exchange, an Aquis Stock
Exchange Corporate Adviser.
Under the Matched Bargain Facility, Shareholders or persons
wishing to acquire or dispose of Ordinary Shares will be able to
leave an indication with JP Jenkins, through their stockbroker (JP
Jenkins is unable to deal directly with members of the public), of
the number of Ordinary Shares that they are prepared to buy or sell
at an agreed price. In the event that J P Jenkins is able to match
that order with an opposite sell or buy instruction, it would
contact both parties and then effect the bargain. Should the
Cancellation become effective and the Company put in place the
Matched Bargain Facility, details will be made available to
Shareholders on the Company's website at
www.stanleygibbonsplc.com
At the request of the Board, Phoenix Asset Management Partners
has confirmed to the Company that following the Cancellation, it
will continue to purchase, or procure that one of its group
companies will continue to purchase, further Ordinary Shares at a
price of 1.5 pence per Ordinary Share through the Matched Bargain
Facility, although its commitment to do so will expire on 19
October 2022 (being 30 days following the Cancellation). This will
provide all Shareholders who wish to sell their Ordinary Shares at
that price after the Cancellation becomes effective with an
opportunity to do so. Following expiry of this period, the ability
of Shareholders to be able to sell Ordinary Shares through the
Matched Bargain Facility will be entirely dependent on their being
a willing buyer for the time being.
Current Trading, Strategy and Prospects
Following completion of its financial year end on March 31(st)
2022, the Company provides the following update on its headline
results for the previous financial year as well as a further
trading and corporate update. It should be noted that these results
are unaudited and that the Company does not now plan to publish its
audited accounts until after the Extraordinary General Meeting has
been held. These headline results are accurate to the best of the
knowledge and belief of the Directors, but without having been
audited and should therefore be reviewed in that context. It is
also intended that the Company's next annual general meeting will
be deferred until after the audited accounts are published,
expected to be in the third quarter of 2022:
Restated*
Financial Highlights (unaudited) Year ended Year ended
31-Mar-22 31-Mar-21
Group turnover from continuing operations
(GBPm) 12.5 10.2
Trading loss from continuing operations
(GBPm) (2.1) (2.2)
Loss before taxation from continuing operations
(GBPm) (2.8) (2.6)
Adjusted (loss) / profit before taxation
from continuing operations (GBPm) (2.8) (2.7)
Basic earnings per share - continuing operations
(p) (0.66) (0.61)
Adjusted earnings per share - continuing
operations (p) (0.51) (0.31)
Dividends per share (p) 0.0 0.0
Total borrowings (GBPm) 23.1 14.6
Net assets per share (p) (0.6) (0.2)
* Restated to exclude Mallett Inc from continuing operations
RESTATED - Excl.
Mallett
------------------
Continuing Operations 12 months to 12 months to
31 March 31 March
------------------ ------------------
2022 2022 2021 2021
Sales Profit Sales Profit
GBP'000 GBP'000 GBP'000 GBP'000
Philatelic 5,538 (57) 4,791 (71)
Publishing 1,936 96 1,989 102
Coins & medals 3,692 468 3,335 321
Legacy interiors property & legal 149 149 119 84
Fractional Ownership 1,141 129
Other & corporate overheads 0 (1,854) 0 (2,193)
Net finance charges on borrowings* 0 (1,050) 0 (462)
Trading sales and losses 12,456 (2,120) 10,234 (2,219)
Amortisation of customer lists 0 (240) 0 (240)
Pension service & share option
charges 0 0 0 0
Finance charges related to pensions 0 (135) 0 (135)
Exceptional operating income /
(charges) 0 (310) 0 (21)
Group total sales and loss before
tax 12,456 (2,805) 10,234 (2,615)
* excludes IFRS16 costs
Group Summary
The financial year to end March 2022 saw significant progress in
most areas of the business as the effects of the COVID-19 pandemic
began to recede and we started to see the benefit of certain
actions we had previously taken.
We set ourselves the ambitious target of being sustainably cash
positive by the end of the financial year. At an underlying
business level, the second half was the first 6-month period for
many years in which we operated on a sustainably cash positive
basis. This was no small achievement, however, strictly speaking we
did not achieve our aims. The cost drag of various corporate and
legal elements alongside the ongoing contributions being made into
our legacy defined benefit pension schemes meant that despite our
best efforts we were cash negative for the period and therefore for
the full year.
Despite this we have continued to invest in and position the
business for long term success, eschewing the temptation to reduce
our level of investment in order to achieve shorter-term targets.
This long-term approach has been a consistent theme for several
years now and will remain unchanged.
We also continue to work hard to find the optimal outcome for
the aforementioned corporate issues. Both of the previously
announced legal disputes in which we are involved continue to make
progress albeit they are taking longer than we had expected to be
concluded. There is no new information which would lead us to
believe that the outcome of either will be materially different to
our previous expectations.
In the case involving Mallett Inc (in insolvency), the legal
process is continuing and an insolvency trustee has been appointed
by the court but we are also continuing to engage with the other
party with the aim of reaching an agreement through mediation.
Regarding the case being brought against the Group in Guernsey,
the legal process is continuing and we do not expect any tangible
resolution to be reached prior to next summer. The advice we have
received about the strength of our case remains unchanged, namely,
that we are in a strong position to successfully defend the
claim.
While there has been no definitive agreement at this stage our
long-running and generally constructive dialogue with the pension
scheme trustees is also continuing and progress is being made on a
proposal which, if agreed, would reduce the cash burden on the
Group for a period of three years. This proposal does not however
include any reduction in/write down of, the Group's pension
liabilities
Showpiece, the fractional ownership business in which we have a
20% stake continues to develop and has ambitious plans for
accelerated growth in the coming months and years.
Divisional Review
During the financial year to end March 2022 the Philatelic
division saw underlying profitability improve in both dealing and
auctions as a result of increased levels of activity, particularly
in the second half. The financial year to end March 2020 was the
last year which was unaffected by COVID and underlying
profitability in fiscal 2022 was ahead of this despite the first
half in particular still being impacted by the pandemic. We also
continued to sell off legacy inventory, some of which was sold at a
loss, generating cash for the business but pulling down reported
profitability.
The Publishing division also improved in the second half with
turnover and profitability ahead of the second half of the year to
end March 2021. The previous year had seen some benefit from the
effects of the pandemic and people purchasing more albums and
accessories however the improvement was still not quite as good as
we would have hoped.
The Numismatic division, which had traded well through the
depths of the pandemic saw further progress, buoyed in particular
by bringing our coins auction business back in house.
Revenue from fractional ownership was a result of sales, through
Showpiece, of partial ownership of the 1c Magenta to over 1,000
individual collectors. Approximately 15 per cent. of the 1c Magenta
has been sold through Showpiece in fractions to date. There are
currently no more fractions being made available for sale but we
may choose to sell more at a later date.
Core costs were once again reduced. While the opportunities to
do this without damaging the future prospects of the business are
noticeably less now than in the past, we continue to look for ways
to reduce our spending wherever we can.
Interest and finance costs increased primarily as a result of
increased borrowings, the majority of which relates to funding for
the purchase of the 1c Magenta.
Phoenix S.G. continues to fund the business and has recently
provided further finance. Total facilities and borrowings amount to
GBP23.1m, which are fully drawn.
Post Year End Update
Since the year end, the business has continued to make progress
albeit momentum has been a bit more sporadic. Our coins business
continues to make good progress both in terms of retail and
auctions with some strong consignments coming through. On the
philatelic side short term trading has been slightly weaker than we
would have hoped. We have purchased strongly recently and have an
attractive outlook for the auctions business both in terms of
consignments confirmed and in the pipeline. In combination, these
bode well for the second half of the year. Our publications
business has fared less well albeit the impact is not material at
this stage. The cause of this is a confluence of a number of
factors and we are taking remedial action where appropriate.
Overall, we are hopeful of making further progress this year and
demonstrating a full year of underlying, sustainable cash
profitability for the first time in many years.
As discussed above, our majority shareholder continues to be
very supportive of the business itself, albeit they do not believe
that it is in the best interests of the business to remain as a
listed company. The debt which is owed to them becomes due in March
2023. No formal agreement regarding an extension to these
facilities has been negotiated and is unlikely to be received until
the result of the extraordinary general meeting is known, however
it is the Board's very strong expectation that an agreement will be
reached which will allow the auditors to sign off the Group
accounts as a going concern and for the Group to continue to trade
and invest in its long term prospects.
Following the Cancellation, the Company will continue to pursue
its strategy of rebuilding the business for the long term and will
seek to further accelerate its future growth plans, investing
further in the business where appropriate.
Irrevocable Undertakings
The Company has received irrevocable undertakings from Phoenix
Asset Management Partners and all Directors who own Ordinary
Shares, to vote or procure votes in favour of the Resolution, in
respect of all Ordinary Shares held by each of them (or in which
they are interested) on the date of the Extraordinary General
Meeting but currently amounting to 250,705,741 Ordinary Shares in
aggregate, representing approximately 58.72 per cent. of the issued
share capital of the Company.
In respect of the irrevocable undertakings signed by the
Directors, the number of Ordinary Shares that the Directors hold
may decrease by virtue of Ordinary Shares that they may sell and
their respective irrevocable undertakings are to use best
endeavours to procure votes where their interests are held through
investment vehicles they cannot legally control.
Similarly, in respect of the irrevocable undertakings signed by
Phoenix Asset Management Partners, the number of Ordinary Shares
held by Phoenix Asset Management Partners, Phoenix S.G. and its
group companies may increase by virtue of Ordinary Shares that it
may acquire pursuant to the Standing Purchase Order.
In light of these irrevocable undertakings, the Independent
Directors believe it is likely that the Resolution will be passed
at the Extraordinary General Meeting. However Shareholders should
be aware that in the event that the Resolution is not passed there
is a material uncertainty surrounding the Company's ability to
continue trading as a going concern past the Extraordinary General
Meeting. In light of the above, the Independent Directors believe
that it is important that the Shareholders pass the Resolution.
Process for Cancellation
Under the AIM Rules, it is a requirement that the Cancellation
must be approved by not less than 75 per cent. of votes cast by
Shareholders at an Extraordinary General Meeting. Accordingly, the
Notice of Extraordinary General Meeting to be set out in the
Circular will contain a special resolution to approve the
Cancellation. It should be noted that Phoenix S.G., as beneficial
owner of approximately 58% of the Company's voting share capital,
is entitled to procure votes on the Resolution and Phoenix Asset
Management Partners has irrevocably undertaken to procure votes in
favour of the Resolution.
Furthermore, Rule 41 of the AIM Rules requires any AIM company
that wishes the London Stock Exchange to cancel the admission of
its shares to trading on AIM to notify shareholders and to
separately inform the London Stock Exchange of its preferred
cancellation date at least 20 Business Days prior to such date. In
accordance with AIM Rule 41, the Directors have notified the London
Stock Exchange of the Company's intention, subject to the
Resolution being passed at the Extraordinary General Meeting, to
cancel the Company's admission of the Ordinary Shares to trading on
AIM on 7 September 2022. If the Cancellation becomes effective,
Liberum Capital Ltd will cease to be nominated adviser of the
Company and the Company will no longer be required to comply with
the AIM Rules.
Extraordinary General Meeting
The Extraordinary General Meeting will be held at the Company's
office at 399 Strand, London WC2R 0LX, England commencing at 10.00
a.m. on 30 August 2012. The Notice of Extraordinary General Meeting
will be set out in the Circular.
Action to be taken
Shareholders will not receive a hard copy form of proxy for the
Extraordinary General Meeting in the post. Instead, Shareholders
will be able to vote electronically using the link
www.signalshares.com. Shareholders will need to log into your
Signal Shares account or register if you have not previously done
so. To register, Shareholders will need their Investor Code, which
will be detailed on the relevant share certificate or available
from the Company's Registrar, Link Group.
Voting by proxy prior to the Extraordinary General Meeting does
not affect a Shareholder's right to attend the Extraordinary
General Meeting and vote in person should you so wish. Proxy votes
must be received no later than 10.00 a.m. on 28 August 2022.
If a Shareholders needs help with voting online, please contact
our Registrar, Link Group, on Tel: 0371 664 0391. Calls are charged
at the standard geographic rate and will vary by provider. Calls
outside the United Kingdom will be charged at the applicable
international rate. Lines are open between 09:00 - 17:30, Monday to
Friday excluding public holidays in England and Wales. Or email
Link at shareholderenquiries@linkgroup.co.uk .
Further details relating to voting and appointing a proxy will
be set out in the Circular.
Recommendation
For the reasons outlined in this announcement, the Directors
consider that the Cancellation is in the best interests of the
Company and its Shareholders as a whole and therefore unanimously
intend to recommend in the Circular that you vote in favour of the
Resolution.
The Independent Directors make no recommendation as to whether
or not Shareholders should seek to sell their Ordinary Shares in
light of the proposed Cancellation and Shareholders who are in any
doubt are advised to seek their own independent financial advice
from a financial adviser duly authorised and regulated by the
Financial Conduct Authority.
Expected timetable of principal events
Notice provided to the London Stock 21 July 2022
Exchange to notify it of the proposed
Cancellation
Publication and posting of Circular 25 July 2022
and Form of Proxy to Shareholders
Commencement of market purchases of 22 July 2022
Ordinary Shares by Phoenix S.G. pursuant
to the Standing Purchase Order
Latest time and date for receipt of 10.00 a.m. on 28 August
proxy votes (2) in respect of the 2022
Extraordinary General Meeting
Time and date of the Extraordinary 10.00 a.m. on 30 August
General Meeting 2022
Expected last day of market purchases 6 September2022
of Ordinary Shares by Phoenix S.G.(3)
pursuant to the Standing Purchase
Order(4)
Expected last day of dealings in Ordinary 6 September 2022
Shares on AIM(5)
Expected time and date of Cancellation(6) 7.00 a.m. on 7 September
2022
Expected last day of committed purchases of Ordinary 19 October
Shares by Phoenix S.G.(3) through the Matched 2022
Bargain Facility(4)
Notes:
(1) All of the times referred to in this announcement
refer to London time, unless otherwise stated.
(2) See Circular for instructions on proxy voting.
(3) Phoenix Asset Management Partners has agreed
to procure that Phoenix S.G. will place the Standing
Purchase Order or procure that one of its group
companies places the Standing Purchase Order,
as described above
(4) See paragraph 4.1 of Part I of the Circular
for further information.
(5) Each of the times and dates in the above
timetable is subject to change. If any of the
above times and/or dates change, the revised
times and dates will be notified to Shareholders
by an announcement through a Regulatory Information
Service.
(6) The Cancellation requires the approval of
not less than 75 per cent. of the votes cast
by Shareholders at the Extraordinary General
Meeting. It should be noted that Phoenix S.G.,
which is the beneficial owner of approximately
58% of the voting share capital of the Company,
is entitled to procure that its nominee attends
the Extraordinary General Meeting and votes on
the Resolution
For further information, please contact:
The Stanley Gibbons Group plc Tel: +44 (0)207
836 8444
Graham Shircore
Harry Wilson
Liberum (Nominated Adviser and Broker) Tel: +44 (0)203
100 2000
Andrew Godber
Edward Thomas
This announcement contains inside information as defined in
Regulation (EU) No. 596/2014 on market abuse which is part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
("MAR") and is made in accordance with the Company's obligations
under article 17 of MAR. The person responsible for arranging the
release of this announcement on behalf of the Company is Kevin
Fitzpatrick. Upon publication of this announcement, this inside
information is now considered to be in the public domain. This
announcement has been issued by and is the sole responsibility of
the Company.
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, or vote in any manner, any securities
pursuant to this announcement or otherwise. The distribution of
this announcement in jurisdictions outside the United Kingdom may
be restricted by law and therefore persons into whose possession
this announcement comes should inform themselves about and observe
such restrictions. Any failure to comply with the restrictions may
constitute a violation of the securities law of any such
jurisdiction.
Liberum Capital Limited ("Liberum"), a member firm of the London
Stock Exchange ("LSE"), is authorised and regulated by the
Financial Conduct Authority and acts as nominated adviser and
broker to Company. Liberum is acting solely for Company in
connection with the Cancellation and will not be responsible to
anyone other than the Company for providing the protections
afforded to its customers or for advising any other person in
relation to the contents of this announcement or on any transaction
or arrangement referred to in this announcement.
The statements contained in this announcement that are not
historical facts are "forward-looking" statements. These
forward-looking statements are subject to a number of substantial
risks and uncertainties, many of which are beyond the Company's
control and actual results and developments may differ materially
from those expressed or implied by these statements for a variety
of factors. These forward-looking statements are statements based
on the Company's current intentions, beliefs and expectations about
among other things, the Company's financial condition, prospects,
growth, strategies and the industry in which the Company operates.
Forward-looking statements are typically identified by the use of
forward-looking terminology such as "believes", "expects", "may",
"will", "could", "should", "intends", "estimates", "plans",
"assumes" or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. By their nature,
forward-looking statements involve risks and uncertainties because
they relate to events and depend on circumstances that may or may
not occur in the future. In addition, from time to time, the
Company or its representatives have made or may make
forward-looking statements orally or in writing. Furthermore, such
forward-looking statements may be included in, but are not limited
to, press releases or oral statements made by or with the approval
of an authorised executive officer of the Company. No assurance can
be given that such future results will be achieved; actual events
or results may differ materially from those expressed in or implied
by these statements as a result of risks and uncertainties facing
the Company and its subsidiaries. Many of these risks and
uncertainties relate to factors that are beyond the Company's
ability to control or estimate precisely, such as changes in
taxation and fiscal policy, future market conditions, currency
fluctuations, the behaviour of other market participants, the
actions of governmental regulators and other risk factors such as
the Company's ability to continue to obtain financing to meet its
liquidity needs, changes in the political, social and regulatory
framework in which the Company operates or in economic or
technological trends or conditions, including inflation and
consumer confidence, on a global, regional or national basis. Such
risks and uncertainties could cause actual results to vary
materially from the future results indicated, expressed or implied
in such forward-looking statements. The forward-looking statements
contained in this announcement speak only as of the date of this
announcement and the Company undertakes no duty to update any of
them publicly in light of new information or future events, except
to the extent required by applicable law or regulation.
APPIX
The following definitions apply throughout this document, unless
the context requires otherwise:
"AIM" AIM, the market operated by the London
Stock Exchange
"AIM Rules" the rules and guidance for companies whose
shares are admitted to trading on AIM entitled
"AIM Rules for Companies" published by
the London Stock Exchange, as amended from
time to time
"Articles" the articles of incorporation of the Company
as amended from time to time
"Business Day" a day (excluding Saturday, Sunday and public
holidays in England and Wales) on which
banks are generally open for business in
London for the transaction of normal banking
business
"Cancellation" the cancellation of admission of the Ordinary
Shares to trading on AIM, subject to passing
of the Resolution and in accordance with
Rule 41 of the AIM Rules
"Circular" the circular to be published by the Company
shortly following this announcement for
the purposes of convening the Extraordinary
General Meeting
"CREST" the relevant system (as defined in the
CREST Regulations) in respect of which
Euroclear is the operator (as defined in
those regulations)
"CREST Regulations" the Companies (Uncertificated Securities)
(Jersey) Order 1999, as amended from time
to time, including any provisions of or
under the Law which alter or replace such
regulations
"Directors" or "Board" the directors of the Company, whose names
are set out on page 6 of the Circular
"Extraordinary General the Extraordinary General Meeting of the
Meeting" Company convened for 10.00 a.m. on 30 August
2022 and any adjournment thereof, notice
of which will be set out in the Circular
"Independent Directors" the Directors, other than Graeme Shircore
(who is an appointed representative of
Phoenix S.G. and Phoenix Asset Management
Partners)
"JP Jenkins" JP Jenkins Limited, part of Peterhouse
Corporate Finance Limited
"Law" the Companies (Jersey) Law 1991 including
any statutory modification or re-enactment
thereof for the time being in force and
subordinate legislation made thereunder
"London Stock Exchange" London Stock Exchange plc
"Matched Bargain Facility" the matched bargain trading facility to
be put in place by the Company with JP
Jenkins following the Cancellation, subject
to the passing of the Resolution, details
of which will be set out in the Circular
"Notice of Extraordinary the notice of Extraordinary General Meeting
General Meeting" or which will be set out in the Circular
"Notice"
"Ordinary Shares" ordinary shares of GBP0.01 each in the
capital of the Company, and "Ordinary Share"
means any one of them
"Phoenix Asset Management Phoenix Asset Management Partners Limited
Partners"
"Phoenix S.G." Phoenix S.G. Limited
"Registrars" Link Market Services (Jersey) Limited
"Regulatory Information has the meaning given to it in the AIM
Service" Rules for any of the services approved
by the London Stock Exchange for the distribution
of AIM announcements and included within
the list maintained on the website of the
London Stock Exchange
"Resolution" the resolution to be proposed at the Extraordinary
General Meeting in the form set out in
the Notice of Extraordinary General Meeting
"Standing Purchase the order which Phoenix Asset Management
Order" Partners has agreed to procure that Phoenix
S.G. or one of its group companies places
with its broker to purchase in the market
any Ordinary Shares offered for sale at
a price of 1.5 pence per Ordinary Share
which Phoenix Asset Management Partners
has agreed will remain open until the last
trading day on AIM, which is expected to
be 6 September 2022, further particulars
of which are set out in this announcement
and will be set out in the Circular
"Shareholders" holders of Ordinary Shares from time to
time and "Shareholder" means any one of
them
"Takeover Code" the City Code on Takeovers and Mergers
"United Kingdom" the United Kingdom of Great Britain and
Northern Ireland
A reference to "GBP" is to pounds sterling, being the lawful
currency of the UK.
A reference to "EUR" is to the euro, being the official currency
of the Eurozone.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
MSCEAXXFALNAEFA
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