TIDMSGI TIDMMAE
RNS Number : 8051U
Stanley Gibbons Group PLC
20 October 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
OFFER UNCONDITIONAL AS TO ACCEPTANCES AND DECLARED WHOLLY
UNCONDITIONAL
The boards of directors of Stanley Gibbons and Mallett announced
on 29 September 2014 that 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.
On 30 September 2014, Stanley Gibbons and Mallett announced that
the Offer Document, containing the full terms of, and conditions
to, the Offer together with a Form of Acceptance (in respect of
Mallett Shares held in certificated form), was posted to Mallett
Shareholders on 29 September 2014. The Offer Document included the
unanimous recommendation by the Mallett Board for Mallett
Shareholders to accept the Offer.
Stanley Gibbons and TFAAG are pleased to announce that, as at
1.00 p.m. (London time) on 20 October 2014, being the first closing
date of the Offer, the acceptance condition to the Offer has been
satisfied and the Offer has become unconditional as to
acceptances.
Stanley Gibbons and TFAAG are also pleased to announce that all
remaining conditions to the Offer, as set out in the Offer
Document, have been satisfied or waived and, accordingly, the Offer
is declared wholly unconditional.
Level of acceptances
As at 1.00 p.m. (London time) on 20 October 2014, TFAAG had
received valid acceptances of the Offer in respect of 13,138,360
Mallett Shares (representing approximately 95.2 per cent. of the
existing issued share capital of Mallett). So far as TFAAG is
aware, none of these acceptances have been received from persons
acting in concert with TFAAG.
Prior to the announcement of the Offer, TFAAG had obtained
irrevocable undertakings to accept, or procure the acceptance of,
the Offer from certain Mallett Shareholders in respect of
10,247,700 Mallett Shares, representing in aggregate approximately
74.3 per cent. of the existing issued share capital of Mallett. In
respect of the Mallett Shares which are the subject of irrevocable
undertakings, TFAAG has as at 1.00 p.m. (London time) on 20 October
2014 received valid acceptances in respect of 10,247,700 Mallett
Shares, representing approximately 74.3 per cent. of the existing
issued share capital of Mallett.
Offer timetable and action to be taken
The Offer will remain open for acceptance until 3 November 2014,
being 14 days after the date on which the Offer has been declared
unconditional as to acceptances.
The Offer will close at 1.00 p.m. (London time) on 3 November
2014. Failure to accept the Offer by 1.00 p.m. (London time) on 3
November 2014 will mean that you will not be entitled to accept the
Offer.
Mallett Shareholders who have not already validly accepted the
Offer are encouraged to do so without delay.
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 3 November 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 by no later than 1.00 p.m. (London time) on 3
November 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.
Settlement
Settlement of the consideration due to Mallett Shareholders who
have already provided valid and complete acceptances under the
Offer will be despatched (or in respect of Mallett Shares held in
uncertificated form, credited through CREST) by 3 November 2014.
The consideration due to Mallett Shareholders who provide valid and
complete acceptances under the Offer after 1.00 p.m. (London time)
on 20 October 2014, but while the Offer remains open for
acceptance, will be despatched (or in respect of Mallett Shares
held in uncertificated form, credited through CREST) within 14 days
of the date on which such acceptances are received or, in the case
of electronic acceptances, made.
Compulsory acquisition, de-listing and cancellation of
trading
TFAAG confirms that, as set out in the Offer Document, as valid
acceptances have been received by TFAAG under the Offer in respect
of more than 90 per cent. of the Mallett Shares to which the Offer
relates, TFAAG will apply 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.
TFAAG also confirms that, as valid acceptances have been
received by TFAAG under the Offer in respect of more than 75 per
cent. of Mallett's issued share capital, and the Offer has been
declared wholly unconditional, as advised in the Offer Document
TFAAG will today notify the Mallett Board that the Mallett
Directors should make an application for the cancellation of the
listing of Mallett Shares on the Official List and for the
cancellation of trading of Mallett Shares on the London Stock
Exchanges' main market for listed securities. It is anticipated
that following the cancellation of admission of Mallett Shares to
trading on the London Stock Exchange's main market for listed
securities, Mallett will also be re-registered as a private limited
company under the relevant provisions of the Companies Act.
Mallet Shareholders are strongly recommended to accept the Offer
as the cancellation of the admission 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.
Interests in Mallett Shares
As at close of business on 17 October 2014, being the last
practicable date prior to the date of this announcement, neither
TFAAG nor any person acting in concert with TFAAG is interested in,
or has any rights to subscribe for any relevant securities of
Mallett, or has any short position (whether conditional or absolute
and whether in the money or otherwise), including any short
position under a
derivative or any arrangement in relation to any relevant
securities of Mallett. For these purposes, "arrangement" includes
any agreement to sell or any delivery obligation or right to
require another person to purchase or take delivery of any relevant
securities of Mallett and any borrowing or lending of any relevant
securities of Mallett which have not been on-lent or sold and any
outstanding irrevocable commitment or letter of intent with respect
to any relevant securities of Mallett.
Further information
Copies of the Offer Document and Form of Acceptance are
available (during normal business hours) from Capita Asset
Services, Corporate Actions, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU.
A copy of all announcements made by Stanley Gibbons in relation
to the Offer, copies of the Offer Document and the Form of
Acceptance and certain other documents relating to the Offer are
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on Stanley Gibbons's website
at: www.stanleygibbons.comunder the Corporate section and on
Mallett's website under the Corporate Information section at
www.mallettantiques.com. For the avoidance of doubt, neither the
contents of Stanley Gibbons's website nor Mallett'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.
Terms used in this announcement will have the meanings given to
them in the Offer Document dated 29 September 2014, unless
otherwise stated.
Commenting on the transaction, Michael Hall, CEO of Stanley
Gibbons, said:
"We are delighted that our offer has been accepted by the
Mallett shareholders. This acquisition complements last year's
acquisition of Noble, providing us with a comprehensive platform
from which to deliver on our established strategy to become a
leading online collectibles marketplace and a global auction house
for fine and decorative arts, collectibles and other valuables. The
acquisition also provides the Stanley Gibbons Group with
exceptional and prestigious premises on London's Dover Street and
New York's Madison Avenue, whilst substantially enhancing the range
of services we can offer vendors of valuable estates and major
collections.
The Board believes that the addition of the valuable Mallett
brand and related expertise represents a critical enhancement to
the Stanley Gibbons Group's services and a major step forward to
deliver on its stated strategy, in particular providing a stronger
online auction platform to enhance its online collectibles
marketplace, due to launch later this year."
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 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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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