Stanley Gibbons Group PLC Agreement (3225A)
September 10 2018 - 10:22AM
UK Regulatory
TIDMSGI
RNS Number : 3225A
Stanley Gibbons Group PLC
10 September 2018
The Stanley Gibbons Group PLC ("the Company")
Agreement with Phoenix S. G. Limited ("Phoenix SG")
On 27(th) February 2018, the Company posted a circular to
shareholders outlining various proposals to effect a refinancing of
the Company which were subsequently approved on 16 March 2018. As a
part of these proposals, an inventory acquisition agreement was
entered into by Phoenix UK Fund Limited ("Phoenix UK") pursuant to
which Phoenix UK acquired certain trading inventory consisting of
approximately 1,900 items with a value of GBP3.25 million (the
"Portfolio") from the administrators of Stanley Gibbons Guernsey
Limited. Phoenix UK subsequently sold the Portfolio to a wholly
owned subsidiary, Phoenix SG.
The Company announces that its subsidiary, Stanley Gibbons
Limited ("SGL") has today entered in to an agreement with Phoenix
SG under which SGL has agreed to acquire the majority of the
Portfolio from Phoenix SG for an initial consideration of
GBP5.2million, which is payable in cash to Phoenix SG over the term
of the agreement, as and when sales of the inventory are made to
third parties and will be the net proceeds, after deduction of a
commission payment to be made to SGL, on completed sales. The
commission payment is in line with that which SGL would earn on
similar deals with unrelated parties. The agreement is for a total
term of 10 years and any sale at a value that is less than the base
cost of an inventory item can only be made with the specific
permission of Phoenix SG. To the extent that all of the inventory
is sold and the appropriate payments have been made by SGL to
Phoenix SG no further consideration will be due. To the extent that
inventory remains to be sold at the end of the agreement the
relevant inventory will be returned to Phoenix SG and no further
consideration will be due.
Phoenix SG is currently interested in 58.09 per cent. of the
issued share capital of the Company and the transaction referred to
above constitutes a transaction with a related party of the Company
for the purposes of the AIM Rules. The Directors of the Company
(excluding Graham Shircore who is the CEO of the Company and an
appointee of Phoenix SG) consider, having consulted with finnCap
Limited, that the terms of the transaction are fair and reasonable
so far as the Company's shareholders are concerned.
As a result of this agreement SGL will have both the opportunity
to make commissions from subsequent sales but also to further
improve the range of items it is able to offer, which will be
exclusively available for sale, from its website and specialist
dealers.
Enquiries:
The Stanley Gibbons Group plc
Harry Wilson
Andrew Cook +44 (0)207 836 8444
finnCap Ltd (Nomad and Broker)
Stuart Andrews +44 (0)20 7220 0500
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contact rns@lseg.com or visit www.rns.com.
END
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