Noble Investments (UK) PLC Acquisition of Noble by Stanley Gibbons (9328O)

TIDMNBL TIDMSGI

RNS Number : 9328O

Noble Investments (UK) PLC

26 September 2013

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 THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

For immediate release

26 September 2013

Recommended acquisition of

Noble Investments (UK) plc

The Stanley Gibbons Group plc

Summary

On 12 September 2013, Noble announced that it had received an approach from Stanley Gibbons which may or may not lead to an offer for the acquisition of the entire issued and to be issued share capital of Noble.

The boards of Stanley Gibbons and Noble are today pleased to announce that they have reached agreement on the terms of a recommended offer to be made by Stanley Gibbons for the entire issued and to be issued ordinary share capital of Noble, to be implemented by a Court sanctioned scheme of arrangement of Noble pursuant to Part 26 of the Companies Act.

Under the terms of the Acquisition, Noble Shareholders will receive 192.5 pence in cash and 0.21186 New Stanley Gibbons Shares for each Noble Share.

The cash element of the consideration will be funded by a fully underwritten placing by Stanley Gibbons of 13,559,322 new Stanley Gibbons Shares at 295 pence per Stanley Gibbons Share, which has also been announced today.

Based on the Closing Price of a Stanley Gibbons Share of 303.5 pence on 25 September 2013, being the last Business Day prior to the date of this Announcement, the Acquisition values the entire issued and to be issued share capital of Noble at approximately GBP45.7 million and each Noble Share at approximately 256.8 pence.

Based on the Placing Price of a Stanley Gibbons Share, the Acquisition values the entire issued and to be issued share capital of Noble at approximately GBP45.3 million and each Noble Share at 255 pence.

The value of the consideration payable under the Acquisition based on the Closing Price of a Stanley Gibbons Share of 303.5 pence on 25 September 2013, as set out above, represents a premium of approximately:

-- 2.3 per cent. to the Closing Price of 251 pence per Noble Share on 11 September 2013, being the last Business Day prior to the commencement of the Offer Period;

-- 16.1 per cent. to the average Closing Price of 221.2 pence per Noble Share in the 90 Business Days prior to the commencement of the Offer Period; and

-- 20.0 per cent. to the Closing Price of 214 pence per Noble Share on 9 May 2013, being the last Business Day prior to the date on which Noble and Stanley Gibbons entered into a confidentiality agreement in connection with the Acquisition.

Stanley Gibbons has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting in respect of a total of 6,970,344 Noble Shares representing, in aggregate, approximately 42.2% of Noble's existing issued share capital as at 25 September 2013 (being the latest practicable date prior to the date of this Announcement).

Included within these irrevocable undertakings are irrevocable undertakings from all of the directors of Noble in respect of their entire beneficial holdings and from Onemanagement (a company in which Stephan Ludwig is interested) in respect of its entire beneficial holding, totalling 2,418,645 Noble Shares in aggregate and representing approximately 14.6% of the existing issued share capital of Noble as at 25 September 2013 (being the latest practicable date prior to the date of this Announcement).

The Noble Board, which has been so advised by WH Ireland (as the independent financial adviser to Noble for the purposes of Rule 3 of the Code), considers the terms of the Acquisition to be fair and reasonable. In providing its advice to the Noble Board, WH Ireland has taken into account the commercial assessments of the Noble Board. Accordingly, the Noble Board intends unanimously to recommend that Noble Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting, as the directors of Noble have irrevocably undertaken to do in respect of their own beneficial holdings in Noble Shares.

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

"We are delighted that our proposal has been recommended by the Noble Board. We believe that the combination of Stanley Gibbons and Noble is compelling, both strategically and financially, and that the Enlarged Group has an exciting future."

Commenting on the Acquisition, Jasper Allen, Chairman of Noble, said:

"The Noble Board is pleased to recommend this acquisition, which we believe allows Noble Shareholders to realise a significant proportion of their Noble Shares in cash at an attractive value while providing a continuing interest in an enlarged group with major opportunities ahead. As part of Stanley Gibbons, we look forward to Noble's businesses flourishing within a larger and more international entity, which is able to provide the resources necessary to accelerate Noble's development."

The Acquisition 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 Scheme 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 Acquisition 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.

This summary should be read in conjunction with the full text of this Announcement and the Appendices.

Enquiries:

The Stanley Gibbons Group PLC

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

Noble Investments (UK) PLC

Ian Goldbart (Chief Executive Officer) Tel: +44 (0) 20 7930 6879

Peel Hunt LLP

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

WH Ireland Limited

Chris Fielding, James Bavister Tel: +44 (0) 20 7220 1666

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

WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Noble and no one else in connection with the Acquisition and other matters referred to in this Announcement, and will not be responsible to anyone other than Noble for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the Acquisition and the other matters referred to in this Announcement. Neither WH Ireland nor any of its subsidiaries, branches or 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 WH Ireland in connection with the Acquisition or any other matter referred to in this Announcement, any statement contained herein or otherwise.

This Announcement is not intended to, and does not, constitute or form part of any offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise. This Announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders of Noble are advised to read carefully the formal documentation in relation to the Acquisition once it has been published. The Acquisition will be made solely through the Scheme Document, which will contain the full terms and conditions of the Acquisition, including details of how to vote in respect of the Scheme and the resolutions to be proposed at the General Meeting. Any action taken in respect of the Acquisition should be made only on the basis of the information in the Scheme Document.

Stanley Gibbons reserves the right to elect (with the consent of the Panel (where necessary)) to implement the Acquisition by way of a Takeover Offer. In such event, the Takeover Offer will (unless otherwise determined by Stanley Gibbons and subject to the consent of the Panel) be implemented on substantially the same terms (so far as applicable), subject to appropriate amendments, as those which would apply to the Scheme.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom, or Noble Shareholders who are not resident in the United Kingdom, should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Noble Shares with respect to the Scheme at the Court Meeting and/or the resolution to be proposed at the General Meeting, or to execute and deliver forms of proxy appointing another to vote at the Court Meeting and/or the General Meeting on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

This Announcement has been prepared for the purposes of complying with English law and the City 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 and regulations of any jurisdiction outside of England and Wales. Overseas Shareholders should consult their own legal and tax advisers with regard to the legal and tax consequences of the Scheme and the Acquisition on their particular circumstances.

Copies of this Announcement and any formal documentation relating to the Acquisition are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from any Restricted Jurisdiction. Any person (including, without limitation, any custodian, nominee and trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to, forward this Announcement and/or any other related documents to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction. If the Acquisition is implemented by way of a Takeover Offer (unless otherwise permitted by applicable law and regulation), any Takeover Offer may not be made directly or indirectly, in or into, or by the use of mail or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of or any Restricted Jurisdiction and the Takeover Offer may not be capable of acceptance by any such use, means, instrumentality or facilities. Further details in relation to Overseas Shareholders will be contained in the Scheme Document.

Notice to US investors in Noble

This Announcement does not constitute, or form part of, any offer for, or any solicitation of any offer for, securities, nor is it a solicitation of any vote or approval in any jurisdiction, nor will there be any purchase or transfer of the securities referred to in this Announcement in any jurisdiction in contravention of applicable law or regulation.

The Acquisition relates to the acquisition of shares in a UK public company and is proposed to be made by means of a scheme of arrangement under Part 26 of the Companies Act. In particular, with respect to investors in the United States, a transaction effected by means of a scheme of arrangement is not subject to the tender offer rules or the proxy solicitation rules under the United States Securities Exchange Act of 1934 or other US securities laws. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in the United Kingdom to schemes of arrangement and under the City Code, which differ from the disclosure and other requirements of US and other non-United Kingdom securities laws and tender offer rules. Financial information on the Noble Group and the Stanley Gibbons Group included in the relevant documentation will have been prepared in accordance with accounting standards applicable to companies admitted to trading on AIM, being IFRS as adopted by the European Union. These may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.

Noble is incorporated under English law. All or some of the directors of Noble are residents of countries other than the United States. As a result, it may not be possible for United States holders of Noble Shares to effect service of process within the United States upon Noble or such directors of Noble or to enforce against any of them judgments of the United States predicated upon the civil liability provisions of the federal securities laws of the United States. It may not be possible to sue Noble or its officers or directors in a non-US court for violations of US securities laws.

Forward looking statements

This Announcement, including information included or incorporated by reference in this Announcement, may contain "forward looking statements" concerning Stanley Gibbons and Noble. Generally, the words "will", "may", "should", "continue", "believes", "expects", "aims", "targets", "plans", "estimates", "projects", "intends", "anticipates" or words or terms of similar substance or the negative thereof are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Stanley Gibbons's or Noble's operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Stanley Gibbons's or Noble's business.

The forward looking statements may involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward looking statements. Due to uncertainties and risks, readers are cautioned not to place undue reliance on such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of this Announcement. Stanley Gibbons and Noble assume no obligation and do not intend to update these forward looking or other statements contained herein, except as required pursuant to applicable law.

Nothing in this Announcement is intended, or is to be construed, as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that the earnings or earnings per share of the Enlarged Group or the earnings or earnings per share of Stanley Gibbons or Noble for the current or future financial years will necessarily match or exceed the historical published earnings or earnings per share of Stanley Gibbons or Noble (as the case may be).

Dealing disclosure requirements of the City Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper 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 the announcement in which any paper 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) the offeree company and (ii) any paper 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 pm (London time) on the 10th business day following the commencement of the Offer Period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper 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 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper 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) the offeree company and (ii) any paper 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 pm (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 an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.2.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

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 Noble Shareholders

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

Publication on Stanley Gibbons website

A copy of this Announcement will be available free of charge on Stanley Gibbons's website at www.stanleygibbons.com under the Corporate section and on Noble's website at www.nobleinvestmentsplc.com under the Investor Relations section by no later than 12 noon (London time) on the day following this Announcement.

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For immediate release

Recommended acquisition of

Noble Investments (UK) plc

The Stanley Gibbons Group plc

Introduction

The boards of Stanley Gibbons and Noble are today pleased to announce that they have reached agreement on the terms of a recommended acquisition by Stanley Gibbons of the entire issued and to be issued ordinary share capital of Noble, to be implemented by a Court sanctioned scheme of arrangement of Noble pursuant to Part 26 of the Companies Act.

The Conditions to and further terms of the Acquisition are set out in Appendix 1 to this Announcement.

The Acquisition

Pursuant to the Acquisition, which will be on the terms and subject to the conditions set out below and in Appendix 1 to this Announcement, and to be set out in the Scheme Document, Noble Shareholders will receive:

   For each Noble Share                 192.5 pence in cash and 0.21186 New Stanley Gibbons Shares

Based on the Placing Price of a Stanley Gibbons Share of 295 pence, the Acquisition values the entire issued and to be issued share capital of Noble at approximately GBP45.3 million and each Noble Share at 255 pence.

-- 2.3 per cent. to the Closing Price of 251 pence per Noble Share on 11 September 2013, being the last Business Day prior to the commencement of the Offer Period;

-- 16.1 per cent. to the average Closing Price of 221.2 pence per Noble Share in the 90 Business Days prior to the commencement of the Offer Period; and

The Noble Shares which will be acquired by Stanley Gibbons pursuant to the Acquisition, will be acquired fully paid and free from all liens, charges and encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all the rights now or thereafter attaching thereto, including the right to receive and retain all dividends and other distributions declared, made or paid after the date of this Announcement. There are no agreements or arrangements to which Stanley Gibbons is a party which relate to the circumstances in which it may or may not invoke or seek to invoke a Condition of the Acquisition.

The New Stanley Gibbons Shares to be issued pursuant to the Scheme are expected to represent approximately 8.3 per cent. of the enlarged issued share capital of Stanley Gibbons following the Scheme Effective Date and the issue of the Placing Shares. The New Stanley Gibbons Shares will be issued credited as fully paid and will rank equally in all respects with the existing Stanley Gibbons Shares in issue, including the right to receive in full all dividends and other distributions, if any, declared, made or paid by reference to a record date falling after the Scheme Effective Date.

Fractions of New Stanley Gibbons Shares will not be allotted to Noble Shareholders pursuant to the Scheme and the entitlements of Noble Shareholders will be rounded down to the nearest whole number of New Stanley Gibbons Shares.

Noble Board recommendation

The Noble Board, which has been so advised by WH Ireland (as Noble's independent financial adviser for the purposes of Rule 3 of the Code), considers the terms of the Acquisition to be fair and reasonable. In providing its advice to the Noble Board, WH Ireland has taken into account the commercial assessment of the Noble Board. Accordingly, the Noble Board intends to unanimously recommend that Noble Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting, as the directors of Noble have irrevocably undertaken to do in respect of their entire beneficial holdings in Noble, which amount in aggregate to 2,418,645 Noble Shares, representing approximately 14.6% of the entire issued share capital of Noble. These irrevocable undertakings do not lapse in the event of a higher competing offer being made for Noble.

Background to and reasons for the Acquisition

Stanley Gibbons is one of the best known global brands in rare stamps. The business is involved in the dealing and auctioning of stamps and other collectibles, principally autographs, rare coins and first day covers and the publishing of philatelic information. Stanley Gibbons is headquartered in Jersey and also operates out of the UK, Guernsey, Singapore, Hong Kong and the USA.

As well as continuing to grow the core stamp dealing and investment business, Stanley Gibbons's strategy is to:

   -      move into new collectible verticals and secure key collections;

- continue the migration of the Stanley Gibbons business, from being a dealer to being an intermediary through a focus on auctions; and

- develop a digital platform to expand the brand into the lower value/higher volume end of the collectibles trading market.

The directors of Stanley Gibbons believe that combining the Stanley Gibbons and Noble businesses provides a significant step forward in the delivery of this strategy. In particular, the directors of Stanley Gibbons believe that the Acquisition will drive the following benefits:

- Stanley Gibbons's portfolio of collectibles expertise will be significantly enhanced, particularly by the Baldwin's business, which is one of the most respected coin dealers in the world. This wider pool of collectibles expertise and physical assets will provide an excellent platform for the Enlarged Group to grow market share across its activities and de-emphasise the importance of any one asset class;

- Noble's experience in delivering auctions across its portfolio of brands will be critical in helping Stanley Gibbons position itself as an intermediary as well as a dealer;

- Stanley Gibbons's international office network should provide a significant opportunity for extending Noble's activities into different territories;

- both sets of Stanley Gibbons and Noble clients have a strong interest in collectibles and the Enlarged Group is expected to be able to cross-sell its products into a wider pool of potential customers;

- Stanley Gibbons's positive move into the digital channel with the acquisition of the bidStart platform, and the subsequent recruitment of individuals with specific experience in the online marketplace and digital retail environments, are expected to drive significant returns for Stanley Gibbons in the coming years. Expanding beyond stamps into coins through Baldwin's, and other collectibles through Dreweatts and Bloomsbury, is expected to significantly enhance the customer experience, drive collectibles authority and create a whole new and significant market for the Enlarged Group;

- both Stanley Gibbons and Noble have significant stock positions and a carefully managed reduction in stock by the Enlarged Group following the Acquisition is expected to help to support the Enlarged Group's financial performance whilst further investment is made into the digital channel;

- Noble's knowledge of the coin and fine art markets combined with Stanley Gibbons's management team should significantly enhance the overall management of the Enlarged Group; and

- Noble's experience with Avarae Global Coins plc would help the Enlarged Group in developing its funds expertise, particularly in connection with the potential to create stamp EIS schemes.

The Acquisition will, the directors of Stanley Gibbons believe, also bring financial benefits to the Enlarged Group. The Acquisition is expected to be earnings enhancing in the first full year of ownership and materially earnings enhancing thereafter, as Noble's AIM admission costs are taken out of the business, some of the central costs are merged, property is rationalised and significant revenue opportunities open up for both businesses. There are also potential tax efficiencies to be gained by combining the two businesses.

As an indication of their belief in the Acquisition, the directors of Stanley Gibbons have conditionally agreed to invest, in aggregate, approximately GBP0.6 million in the Stanley Gibbons Placing.

Background to and reasons for the Noble Board's recommendation

The Noble Board believes that combining the businesses of Noble and Stanley Gibbons will result in an international sales and auction business focussed on a diversified range of collectibles. The Enlarged Group will operate the following complementary brands:

- Stanley Gibbons, which is a major international brand and stamp dealing business, augmented by Apex Philatelics, which specialises in philatelic auctioneering;

   -      Baldwin's, which is one of the oldest and most respected coin dealers in the world; 
   -      Dreweatts, which has 250 years of auctioneering experience, and focuses on art and antiques;

- Bloomsbury Auctions, which is a major force in the auctioneering of antiquarian books and works on paper;

   -      Fraser's, which is a leading autograph and memorabilia dealer; and

- Benham, which is a collectibles specialist operating principally in the first day covers marketplace.

Combining the two businesses will, the Noble Board believes, create a larger, more high profile collectibles business which, with strong brands in certain collectibles niches, should be able to build upon the successes of the traditional businesses. Similarly, the enhanced public profile should allow the Enlarged Group to benefit from a broader authority in collectibles which it is hoped will have a positive impact on its ability to pitch for key auction collections.

The directors of Noble also believe that each of the Noble businesses will benefit from Stanley Gibbons's network of international offices and, in particular, from Stanley Gibbons's greater experience and investment in e-commerce. The directors of Noble believe that the platform in e-commerce that Stanley Gibbons has built since its acquisition of the bidStart platform last year and the subsequent recruitment of individuals with specific experience in the online market place and digital retail environments offer a significant opportunity for the Enlarged Group to grow its specialist collectibles online business where incumbents such as eBay transact over US$8 billion in collectibles per annum.

It is by utilising these platforms and brands that the directors of Noble believe that the combined businesses will have a very exciting future and will be able to grow faster than Noble would be able to as an independent business.

The Noble Board also believes that, given its expected size, following the Acquisition, the Stanley Gibbons Shares will be more liquid than Noble Shares have proven to be.

Stanley Gibbons has confirmed that the existing employment rights, including in relation to pension contributions, of the employees of Noble and the employees of Stanley Gibbons will be safeguarded following the Scheme becoming Effective.

The directors of Noble therefore intend to recommend unanimously that Noble Shareholders vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting. The Acquisition offers an attractive price for Noble Shares, at above the all-time high, with a significant proportion of cash and also a continuing equity interest in the Enlarged Group. In particular, the cash element of the Acquisition provides the Noble Shareholders with a partial exit from Noble Shares which have historically been relatively illiquid.

Irrevocable undertakings

As detailed below, Stanley Gibbons has received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting in respect of a total of 6,970,344 Noble Shares representing, in aggregate, approximately 42.2% of Noble's issued share capital.

Noble Directors' irrevocable undertakings

The directors of Noble have irrevocably undertaken to vote in favour of the Scheme at the Court Meeting and in favour of the resolution to be proposed at the General Meeting (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure the acceptance of such offer) in respect of their entire beneficial holdings in Noble Shares, which amount in aggregate to 2,418,645 Noble Shares, representing approximately 14.6 per cent. of the existing issued share capital of Noble. These irrevocable undertakings do not lapse in the event of a higher competing offer being made for Noble.

Further details about these irrevocable undertakings can be found in Part A of Appendix 3.

Other irrevocable undertakings

Additional irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolution to be proposed at the General Meeting have been received from Jupiter Asset Management Limited, Ivor Spiro, Helium Special Situations Fund Ltd, Noble Investment (UK) PLC Employee Benefit Trust, Madeleine Goldbart, Carolyn Goldbart, Mark Goldbart and Leslie Goldbart in respect of an aggregate of 4,551,699 Noble Shares, representing approximately 27.6 per cent. of Noble's existing issued share capital.

The irrevocable undertakings given by these other Noble Shareholders (with the exception of that given by Onemanagement, which does not lapse in the event of a higher competing offer being made for Noble) are not binding in the event that a third party announces or makes a general offer to acquire the entire issued and to be issued share capital of Noble on terms that represent an improvement of not less than ten per cent. on the value of the consideration offered pursuant to the Acquisition as at the date on which such alternative offer is made or if the Scheme does not become Effective by 31 December 2013 or otherwise lapses or is withdrawn before such time.

Further details about these irrevocable undertakings can be found in Part B of Appendix 3.

Financing of the Acquisition

Stanley Gibbons announced on 26 September 2013 that it has, conditionally upon the Scheme becoming Effective, and the confirmation of the Reduction of Capital by the Court, raised by way of a fully underwritten cash placing approximately GBP40 million (before expenses) at a price of 295 pence per Stanley Gibbons Share. The cash consideration payable under the terms of the Acquisition will be funded by the net proceeds of the Stanley Gibbons Placing, further details of which are set out below.

On 26 September 2013, Stanley Gibbons entered into a placing agreement with Peel Hunt, pursuant to which Peel Hunt agreed, as agent for Stanley Gibbons and subject to the conditions set out in the placing agreement, to procure subscribers for 13,559,322 new Stanley Gibbons Shares pursuant to the Stanley Gibbons Placing. The placing agreement contains undertakings and warranties given by Stanley Gibbons in favour of Peel Hunt customary for agreements of this nature, and a customary indemnity given by Stanley Gibbons in favour of Peel Hunt.

The Stanley Gibbons Board has, in aggregate, committed to acquire 205,084 new Stanley Gibbons Shares in the Stanley Gibbons Placing.

Peel Hunt, financial adviser to Stanley Gibbons, is satisfied that sufficient resources will be available to satisfy in full the cash consideration payable to Noble Shareholders under the terms of the Acquisition.

Information on Stanley Gibbons

Established in 1856, Stanley Gibbons is one of the best known global brands in rare stamps. The business is involved in the dealing and auctioning of stamps and other collectibles, principally autographs, rare coins and first day covers and the publishing of philatelic information.

Stanley Gibbons operates through several different businesses, each supplementing the cornerstone Stanley Gibbons brand. These include Fraser's Autographs, which is a leading autograph and memorabilia dealer, and Benham, which is a collectibles specialist operating principally in the first day covers marketplace.

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

Information on Noble

Noble's business is the trading and auctioning of collectibles, including ancient, English and world coins, commemorative medals and tokens, banknotes and paper ephemera, military orders and decorations, autographs and world stamps, fine arts, antiques and jewellery. It also deals in and auctions rare and valuable books, manuscripts and contemporary works on paper.

Formed in October 2003 as a rare coin trading company, the acquisitions of A. H. Baldwin & Sons Ltd

in 2005, of Apex Philatelics Ltd in 2008 and The Fine Art Auction Group Limited in 2012 (which operates through the Dreweatts & Bloomsbury Auctions brand) have resulted in Noble becoming an important player in the global collectibles market.

Offer related arrangements - confidentiality agreement

On 10 May 2013, Noble and Stanley Gibbons entered into a confidentiality agreement in a customary form in relation to the Acquisition, pursuant to which they each undertook, subject to certain exceptions, to keep information relating to Noble and Stanley Gibbons confidential and to not disclose it to third parties. Unless terminated earlier, the confidentiality obligations will remain in force for three years from the date of the agreement.

The Scheme of Arrangement

It is intended that the Acquisition will be implemented by a Court sanctioned scheme of arrangement between Noble and the Scheme Shareholders under Part 26 of the Companies Act. The Scheme is a legal process under the Companies Act the purpose of which is to provide for Stanley Gibbons to become the owner of the entire issued and to be issued share capital of Noble. In order to achieve this, the Scheme Shares will be cancelled and the reserve arising from such cancellation will be used to pay up in full such number of New Noble Shares as is equal to the number of Scheme Shares and to issue those New Noble Shares to Stanley Gibbons. In consideration for this, the Scheme Shareholders will receive 192.5 pence in cash and 0.21186 New Stanley Gibbons Shares. The cancellation of the Scheme Shares and the subsequent issue of the New Noble Shares to Stanley Gibbons will result in Noble becoming a wholly-owned subsidiary of Stanley Gibbons.

It is intended that one Noble Share will be issued to Stanley Gibbons prior to the Scheme Record Time so that there is no requirement for an independent valuation of the Noble Shares under the Companies Act. The Noble Share issued to Stanley Gibbons will not be subject to the Scheme.

The Scheme will be conditional upon, among other things, the Conditions and the further terms which are set out in full in Appendix 1 of this Announcement, and to be included in the Scheme Document, being satisfied (or where capable of waiver, waived by Stanley Gibbons).

To become effective, the Scheme will require, amongst other things, the approval by a majority in number of Scheme Shareholders representing at least 75 per cent. or more in nominal value of the Noble Shares held by such Scheme Shareholders voting, either in person or by proxy, at the Court Meeting (or any adjournment thereof), and the passing by the Noble Shareholders representing at least 75 per cent. or more of the votes cast (either in person or by proxy) of a special resolution necessary to approve and implement the Scheme at the General Meeting (or any adjournment thereof). The General Meeting will be held immediately after the Court Meeting. Following the Court Meeting and the General Meeting, the Scheme must be sanctioned, and the Reduction of Capital must be confirmed, by the Court. The Scheme will become Effective on delivery of office copies of the Court Orders to the Registrar of Companies together with the Statement of Capital (or, if the Court so orders, upon registration by it of the Court Orders and the Statement of Capital).

All Noble Shareholders are entitled to attend the Scheme Court Hearing and the Reduction Court Hearing in person or through counsel to support or oppose the sanctioning of the Scheme and/or the confirmation of the Reduction of Capital.

If the Scheme becomes Effective, it will be binding on Noble and all holders of Noble Shares, including Scheme Shareholders who did not vote to approve the Scheme or who voted against the Scheme.

Upon the Scheme becoming Effective:

- the CREST accounts of Noble Shareholders who hold their Noble Shares in uncertificated form will be credited with the New Stanley Gibbons Shares and cash they will receive in consideration for their Noble Shares; and

- share certificates in respect of the New Stanley Gibbons Shares and cash that Noble Shareholders who hold their Noble Shares in certificated form will receive in consideration for their Noble Shares will be despatched,

in each case no later than 14 days after the Scheme Effective Date.

The Scheme Document will include full details of the Scheme, together with notices of the Court Meeting and the General Meeting and the expected timetable, and will specify the action to be taken by Scheme Shareholders. The Scheme Document will be sent to Noble Shareholders as soon as reasonably practicable and, in any event, within 28 days of the date of this Announcement.

The Scheme will be governed by English law. The Scheme will be subject to the applicable requirements of the City Code, the Panel, the London Stock Exchange and the AIM Rules.

Management, employees and locations

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. John Byfield will be the corporate development director of the Enlarged Group and will also manage the integration of the

businesses of Stanley Gibbons and Noble following the completion of the Acquisition.

Stanley Gibbons has confirmed that, upon the Scheme becoming Effective, Ian Goldbart will be appointed to the Stanley Gibbons Board as executive director with responsibility for dealing and auctions, and managing the existing Noble business and Stanley Gibbons's UK operations. Mr. Goldbart will continue to have a significant equity stake in the Enlarged Group following the Acquisition.

The non-executive members of the Noble Board will resign as directors of Noble upon the Scheme becoming Effective.

Stanley Gibbons recognises and respects the existing management and employees of the Noble Group and the Stanley Gibbons Board believes that the Enlarged Group will benefit significantly 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.

Stanley Gibbons has confirmed that, following completion of the Acquisition employment rights, including in relation to pension contributions, of all Noble employees and Stanley Gibbons employees will be honoured and that no material changes to the terms and conditions of Noble employees or Stanley Gibbons employees are envisaged.

The Enlarged Group will have significant office overlap upon completion of the Acquisition, for example operating from three sites in London. The current intention of the Stanley Gibbons' Board is to rationalise the property portfolio of both Stanley Gibbons Group and the Noble Group in order to streamline operations and improve the integration of the two businesses.

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.

Noble Share Schemes and the TFAAG Earn-out

Participants in the Noble Share Schemes and beneficiaries in the TFAAG Earn-out will be contacted separately in due course explaining the effect of the Scheme on, and setting out appropriate proposals in respect of, outstanding awards/options under the Noble Share Schemes and in respect of the TFAAG Earn-out.

Opening Position Disclosures and interests

Noble made an Opening Position Disclosure on 18 September 2013, setting out the details required to be disclosed by it under Rule 8.1(a) of the City Code. Save for the irrevocable undertakings referred to above, neither Stanley Gibbons nor any director of Stanley Gibbons, nor, so far as Stanley Gibbons is aware, any party acting in concert with Stanley Gibbons (excluding connected advisers acting in the capacity of an exempt fund manager or an exempt principal trader) has any dealing arrangement in respect of any Noble Shares or Stanley Gibbons Shares. For these purposes, "dealing arrangement" includes any indemnity or option arrangement, any agreement or any understanding, formal or informal, of whatever nature, relating to Noble Shares or Stanley Gibbons Shares which may be an inducement to deal or refrain from dealing in such securities.

Overseas Shareholders

The availability of New Stanley Gibbons Shares under the Acquisition, and the distribution of this Announcement, to persons not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions. Such persons should inform themselves about, and observe, any applicable requirements.

Admission to trading, dealings and settlement

It is intended that an application will be made to the London Stock Exchange for the New Stanley Gibbons Shares and the Placing Shares to be admitted to trading on AIM. It is expected that trading of the New Stanley Gibbons Shares and the Placing Shares on AIM will become effective, and that dealings for normal settlement in the New Stanley Gibbons Shares and the Placing Shares traded on AIM will commence, not later than the Business Day after the date on which the Scheme becomes Effective.

This Announcement does not constitute an offer for sale of any securities or an offer or an invitation to purchase any securities. Noble Shareholders are advised to read carefully the Scheme Document and the Forms of Proxy once these have been despatched.

Delisting, cancellation of trading and re-registration

It is intended that, prior to the Scheme becoming Effective, a request will be made to the London Stock Exchange to cancel trading in Noble Shares on AIM on the Effective Date.

It is intended that, upon the Scheme becoming Effective, Noble will be re-registered as a private limited company.

Share certificates in respect of the Noble Shares will cease to be valid and should be destroyed on the Scheme Effective Date. In addition, entitlements held within the CREST system to the Noble Shares will be cancelled on the Scheme Effective Date.

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.

Stanley Gibbons reserves the right, with the consent of the Panel (where necessary), to elect to implement the Acquisition by way of a Takeover Offer for the entire issued and to be issued share capital of Noble (if, at the time of such Takeover Offer, Stanley Gibbons holds any Noble Shares such Noble Shares would not be subject to the Takeover Offer) as an alternative to the Scheme. In such an event a Takeover Offer will (unless otherwise determined by Stanley Gibbons and subject to the consent of the Panel) be implemented on substantially the same terms (so far as applicable), subject to appropriate amendments, as those which would apply to the Scheme and subject to the amendment referred to in Appendix 1 of this Announcement regarding the acceptance condition for such an offer.

The Acquisition 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 Scheme Document. The formal Scheme Document will be sent to Noble Shareholders (other than certain Overseas Shareholders) 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 27 September 2013 be published on www.stanleygibbons.com under the Corporate section until the end of the Offer Period:

      --     a copy of this Announcement; 
      --     the irrevocable undertakings referred to above; 
      --     the confidentiality agreement referred to above; and 
      --     the placing agreement referred to above.

Enquiries:

The Stanley Gibbons Group PLC

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

Noble Investments (UK) PLC

Ian Goldbart (Chief Executive Officer) Tel: +44 (0) 20 7930 6879

Peel Hunt LLP

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

WH Ireland

   Chris Fielding (Head of Corporate Finance)                         Tel:        +44 (0) 20 7220 1666

The Acquisition 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 Scheme 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 in relation to the Acquisition 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.

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

WH Ireland, which is authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Noble and no one else in connection with the Acquisition and other matters referred to in this Announcement, and will not be responsible to anyone other than Noble for providing the protections afforded to clients of WH Ireland nor for providing advice in relation to the Acquisition or other matters referred to in this Announcement. Neither WH Ireland nor any of its subsidiaries, branches or 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 WH Ireland in connection with the Acquisition or any other matter referred to in this Announcement, any statement contained herein or otherwise.

Stanley Gibbons reserves the right to elect (with the consent of the Panel (where necessary)) to implement the Acquisition by way of a Takeover Offer. In such event, any Takeover Offer will (unless otherwise determined by Stanley Gibbons and subject to the consent of the Panel) be implemented on substantially the same terms (so far as applicable), subject to appropriate amendments, as those which would apply to the Scheme.

Overseas jurisdictions

The release, publication or distribution of this Announcement in jurisdictions other than the United Kingdom may be restricted by law. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom, or Noble Shareholders who are not resident in the United Kingdom, should inform themselves about, and observe, any applicable requirements. In particular, the ability of persons who are not resident in the United Kingdom to vote their Noble Shares with respect to the Meetings, or to execute and deliver forms of proxy appointing another to vote at the Meetings on their behalf, may be affected by the laws of the relevant jurisdiction in which they are located.

Notice to US investors in Noble

the US.

Forward looking statements

Nothing in this Announcement is intended, or is to be construed, as a profit forecast or profit estimate for any period and no statement in this Announcement should be interpreted to mean that the future earnings or earnings per share of the Enlarged Group, or the earnings or earnings per shares of Stanley Gibbons or Noble for current or future financial years will necessarily match or exceed the historical published earnings or earnings per share of Stanley Gibbons or Noble (as the case may be).

Dealing disclosure requirements of the City Code

Information relating to Noble Shareholders

Publication on Stanley Gibbons website

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APPENDIX 1

CONDITIONS AND FURTHER TERMS OF THE SCHEME AND THE ACQUISITION

Part A: Conditions to the Scheme and the Acquisition

   1.            The Scheme will be conditional upon:

a. its approval by a majority in number, representing 75 per cent., or more in nominal value, of Scheme Shareholders present, entitled to vote and voting, either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting) and such Court Meeting being held on or before 30 November 2013 (or such later date as may be agreed by Stanley Gibbons and Noble);

b. the special resolution required to approve and implement the Scheme (including, without limitation, to amend Noble's articles of association) being duly passed by the requisite majority of Noble Shareholders at the General Meeting (or at any adjournment of such meeting) and such General Meeting being held on or before 30 November 2013 (or such later date as may be agreed by Stanley Gibbons and Noble);

c. the sanction of the Scheme and the confirmation of the Reduction of Capital by the Court being obtained (in both cases with or without modification, any such modification being on terms acceptable to Noble and Stanley Gibbons); and

d. the delivery of office copies of the Court Orders to the Registrar of Companies together with the Statement of Capital and, if so ordered by the Court, the registration of the Court Orders and the Statement of Capital by the Registrar of Companies.

   2.            The Acquisition will be conditional upon:

a. the Scheme becoming unconditional and becoming Effective by not later than 31 December 2013, or such later date (if any) as Stanley Gibbons and Noble may, with the consent of the Panel (if required), agree and (if required) the Court may allow; and

b. the London Stock Exchange having acknowledged to Stanley Gibbons or its agent (and such acknowledgement not having been withdrawn) that the New Stanley Gibbon Shares and the Placing Shares will be admitted to trading on AIM.

3. In addition, the Acquisition is also conditional on the following conditions having been satisfied or, where applicable, waived and accordingly the necessary actions to make the Scheme Effective will not be taken unless such conditions (as amended if appropriate) have been so satisfied or waived:

a. no central bank, government, governmental department or governmental, quasi-governmental, supranational, statutory, administrative or regulatory body, authority, court, stock exchange, anti-trust or merger control regulator or authority, trade agency, association, institution, environmental, fiscal or investigative body or any other person or body in any jurisdiction (each a "Relevant Authority") having decided to take, instituted, implemented or threatened any action, proceedings, suit, investigation, enquiry or reference, or made, proposed or enacted any statute, regulation, order or decision or taken any other steps and there not continuing to be outstanding any statute, regulation, order or decision, which would or might (in a manner or to an extent which is material in the context of the Noble Group or the Stanley Gibbons Group, as the case may be, in each case taken as a whole):

i. make the Acquisition, its implementation or the acquisition or proposed acquisition of any Noble Shares, or control of Noble or any member of the Noble Group, by Stanley Gibbons or any member of the Stanley Gibbons Group void, illegal and/or unenforceable under the laws of any jurisdiction or otherwise restrict, restrain, prohibit, delay or interfere with the implementation thereof, or impose additional conditions or obligations with respect thereto, or require amendment thereof or otherwise challenge or interfere therewith;

ii. require, prevent or delay the divestiture by any member of the Noble Group or by any member of the Stanley Gibbons Group of all or a 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 part thereof) or own any of their assets or property (or any part thereof);

iii. require, prevent or delay the divestiture by any member of the Stanley Gibbons Group of any shares or securities or interest in any member of the Noble Group or the Stanley Gibbons Group;

iv. impose any limitation on or result in a delay in the ability of any member of the Noble Group or the Stanley Gibbons Group to acquire or to hold or to exercise effectively any rights of ownership of shares or loans or securities convertible into shares in any member of the Noble Group or of the Stanley Gibbons Group, or to exercise management control over any member of the Noble Group or of the Stanley Gibbons Group;

v. impose any limitation on the ability of any member of the Stanley Gibbons Group or any member of the Noble Group to conduct, integrate or co-ordinate all or any part of their respective businesses with all or any part of the business of any other member of the Stanley Gibbons Group and/or the Noble Group;

vi. prevent any member of the Stanley Gibbons Group or the Noble Group from operating all or any part of their businesses in any jurisdiction in which it currently does so or result in any member of the Stanley Gibbons Group or the Noble Group ceasing to be able to carry on business under any name under which it presently does so;

vii. require any member of the Stanley Gibbons Group or the Noble Group to acquire or offer to acquire any shares or other securities (or the equivalent) or interest in any member of the Noble Group or any asset owned by any third party; or

viii. otherwise adversely affect the assets, business, profits, financial or trading position or prospects of any member of the Stanley Gibbons Group or of any member of the Noble Group,

and all applicable waiting and other time periods (including any extensions thereof) during which any such Relevant Authority could decide to take, institute, implement or threaten any such action, proceeding, suit, investigation, enquiry or reference or take any other step under the laws of any jurisdiction in respect of the Acquisition or the acquisition of any Noble Shares or otherwise intervene having expired, lapsed or been terminated;

b. all notifications, filings and applications which are necessary or reasonably appropriate having been made, all applicable waiting periods (including any extensions thereof) under any applicable legislation or regulations of any jurisdiction having expired, lapsed or been terminated, and all statutory and regulatory obligations in any jurisdictions having been complied with, in each case in respect of, or for, the Acquisition and the acquisition of any Noble Shares, or of control of Noble, by Stanley Gibbons and all authorisations, orders, recognitions, grants, consents, licences, confirmations, clearances, permissions and approvals (Authorisations) which are necessary or reasonably appropriate in any jurisdiction for, or in respect of, the Acquisition and the proposed acquisition of any Noble Shares, or of control of Noble, by Stanley Gibbons and to carry on the business of any member of the Stanley Gibbons Group or of the Noble Group having been obtained from all appropriate Relevant Authorities or (without prejudice to the generality of the foregoing) from any persons or bodies with whom any member of the Stanley Gibbons Group or the Noble Group has entered into contractual arrangements and all such Authorisations remaining in full force and effect as at the Scheme Effective Date and there being no notice or proposal to revoke, suspend or modify or not to renew any of the same at the Scheme Effective Date and all necessary statutory or regulatory obligations in any jurisdiction having been complied with;

c. no temporary restraining order, preliminary or permanent injunction, preliminary or permanent enjoinment, or other order threatened or issued and being in effect by a Relevant Authority which has the effect of making the Acquisition or any acquisition or proposed acquisition of any Noble Shares or control or management of, any member of the Noble Group by any member of the Stanley Gibbons Group, or the implementation of either of them, void, voidable, illegal and/or unenforceable under the laws of any relevant jurisdiction, or otherwise directly or indirectly prohibiting, preventing, restraining, restricting, delaying or otherwise interfering with the consummation or the approval of the Acquisition or any matter arising from the proposed acquisition of any Noble Shares, or control or management of, any member of the Noble Group by any member of the Stanley Gibbons Group, in a manner which is material in the context of the Acquisition;

d. except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, lease, or other instrument to which any member of the Noble Group is a party or by or to which any such member or any of its assets is or may be bound, entitled or be subject to and which, in consequence of the Acquisition or the acquisition or proposed acquisition of any Noble Shares, or because of a change in the control of Noble or any other member of the Noble Group or otherwise would or might, to an extent which is material in the context of the Noble Group taken as a whole, result in:

i. any monies borrowed by, or other indebtedness (actual or contingent) of, or grant available to, any member of the Noble Group being or becoming repayable or being capable of being declared immediately repayable or prior to its or their stated maturity or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited or becoming capable of being withdrawn or inhibited;

ii. 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 Noble Group or any such mortgage, charge or security (whenever created arising or having arisen) being enforced or becoming enforceable;

iii. any such arrangement, agreement, licence, permit, franchise, lease or instrument of any member of the Noble Group (or the rights, liabilities or obligations of any such member thereunder) being terminated or adversely modified or any obligation or liability arising or any action being taken of an adverse nature thereunder;

iv. any assets or interests of any member of the Noble Group being or falling to be disposed of or charged, or any right arising under which any such asset or interest could be required to be disposed of or charged;

v. the rights, liabilities, obligations or interests of any member of the Noble Group in, or the business of any such member with, any firm or body or person, or any agreements or arrangements relating to such interest or business, being terminated or adversely modified or affected;

vi. the value of any such member or its financial or trading position or prospects being prejudiced or adversely affected;

vii. any member of the Noble Group ceasing to be able to carry on business under any name under which it presently does so;

viii. the creation or acceleration of any liabilities (actual or contingent) by any member of the Noble Group;

ix. except as agreed in writing between Stanley Gibbons and Noble, any liability of any member of the Noble Group to make any severance, termination, bonus or other payment to any of its directors or officers,

and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, franchise, lease or other instrument to which any member of the Noble Group is a party or by or to which any such member or any of its assets may be bound, entitled or subject, would or would be reasonably likely to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (ix) of this Condition 3(d);

   e.    except as Disclosed, no member of the Noble Group having, since 31 August 2012:

i. issued, or agreed to issue, authorised or proposed the issue of additional shares or securities of any class, or securities convertible into, or exchangeable for or rights, warrants or options to subscribe for or acquire, any such shares, securities or convertible securities (save (a) as between Noble and wholly-owned subsidiaries of Noble; (b) for any Noble Shares allotted upon exercise of options granted under the Noble Share Schemes; (c) for any Noble Shares allotted pursuant to the TFAAG Earn-out and the Warranty Deed; (d) for options granted pursuant to the Noble Share Schemes in the ordinary course of business and/or (e) as agreed in writing between Stanley Gibbons and Noble);

ii. redeemed, purchased or repaid, or announced any proposal to redeem, purchase or repay, any of its own shares or securities, or reduced any part of its share capital;

iii. 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) other than to Noble or a wholly-owned subsidiary of Noble;

iv. save in respect of the matters referred to in sub-paragraph (i) of this Condition 3(e), made, agreed, authorised, proposed or announced its intention to propose any change in its share or loan capital;

v. issued, or agreed to issue, authorised or proposed the issue of any debentures, or, save in the ordinary course of business, incurred or increased, or agreed to incur or increase, any indebtedness or become, or agreed to become, subject to any contingent liability;

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

vii. entered into or varied or authorised, 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 materially restrictive on the businesses of any member of the Noble Group or the Stanley Gibbons Group or which involves or could involve an obligation of such a nature or magnitude or which is other than in the ordinary course of business;

viii. implemented or, entered into, or authorised, proposed or announced its intention to implement or enter into, any reconstruction, amalgamation, scheme, transaction or arrangement otherwise than in the ordinary course of business and other than the Scheme;

ix. made any amendment to its articles of association or other constitutional documents, except as required in the context of the Scheme;

x. entered into any licence or other disposal of intellectual property rights of any such member other than in the ordinary course of business;

xi. taken any action or having had any steps taken or legal proceedings started or threatened against it for its winding-up (voluntarily or otherwise) or dissolution or striking-off or for it to enter into any arrangement or composition for the benefit of its creditors, or for the appointment of a receiver, administrator, trustee or similar officer of all or any of its assets or revenues (or any analogous proceedings or appointment in any overseas jurisdiction) or had any such person or officer appointed;

xii. been unable, or admitted in writing that it is unable, to pay its debts 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;

xiii. entered into or varied or made any offer to enter into or vary the terms of any service agreement or arrangement with any of its directors or senior executives;

xiv. proposed, agreed to provide or modified the terms of any share option scheme, incentive agreement, pension scheme obligations or other benefit relating to employment or termination of employment of any employee of the Noble Group except as agreed in writing by Stanley Gibbons;

xv. waived, compromised or settled any claim otherwise than in the ordinary course of business;

xvi. entered into any agreement, arrangement, contract or transaction which would be restrictive on the business of any member of the Noble Group or the Stanley Gibbons Group other than of a nature and extent which is normal in the context of the business concerned;

xvii. entered into any agreement, arrangement, contract or commitment 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 3(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 the Noble Shareholders in general meeting in accordance with, or as contemplated by, Rule 21.1 of the Code;

f. except as Disclosed, since 31 August 2012 there having been no adverse change or deterioration in the business, assets, profits financial or trading position or prospects of any member of the Noble Group which in any such case is material in the context of the Noble Group taken as a whole and no circumstance having arisen which would or might reasonably be expected to result in any such adverse change or deterioration;

   g.    except as Disclosed since 31 August 2012:

i. no litigation, arbitration proceedings, prosecution or other legal proceedings having been instituted, announced or threatened by or against, or remaining outstanding in respect of, any member of the Noble Group (whether as claimant, defendant or otherwise) which in any such case has had, or might reasonably be expected to have, a material adverse effect on the Noble Group taken as a whole;

ii. no enquiry, review or investigation by or complaint or reference to any Relevant Authority against or in respect of any member of the Noble Group having been threatened, announced or instituted or remaining outstanding which in any such case has had, or might reasonably be expected to have, a material adverse effect on the Noble Group taken as a whole;

iii. no steps having been taken and no omissions having been made which would or might result in the withdrawal, cancellation, termination or adverse modification of any licence or insurance policy held by any member of the Noble Group which is necessary for the proper carrying on of its business which in any such case has had, or might reasonably be expected to have, a material adverse effect on the Noble Group taken as a whole;

iv. no contingent or other liability having arisen, increased or been incurred, or become apparent to Stanley Gibbons, which might reasonably be expected to have a material adverse effect on the Noble Group taken as a whole; and

   h.    Stanley Gibbons not having discovered that:

i. the financial, business or other information concerning the Noble Group which has been disclosed at any time by or on behalf of any member of the Noble Group whether publicly (by the delivery of an announcement to a Regulatory Information Service) or to the Stanley Gibbons Group or its professional advisers, is misleading, contains a misrepresentation of fact or omits to state a fact necessary to make the information contained therein not misleading in any such case to an extent which is material in the context of the Noble Group taken as a whole;

ii. any member of the Noble Group is subject to any liability, contingent or otherwise, which is not disclosed in the annual report and accounts of Noble for the financial year ended 31 August 2012 or in the interim report for the six months ended 28 February 2013 and which is material in the context of the Noble Group taken as a whole;

iii. there are no adequate procedures in place to prevent persons associated with the Noble Group from engaging in any activity, practice or conduct which would constitute an offence under the Bribery Act 2010 or any other applicable anti-corruption legislation; and

iv. any asset of any member of the Noble Group constitutes criminal property as defined in section 340(3) of the Proceeds of Crime Act 2002 (but disregarding paragraph (b) of that definition) to an extent which is material in the context of the Noble Group taken as a whole.

Part B: Certain further terms of the Acquisition

1. Stanley Gibbons reserves the right to waive all or any of Conditions 3(a) to (h) in whole or in part.

   2.    Conditions 1 and 2 cannot be waived.

3. Conditions 1 and 2 must be fulfilled in accordance with their terms. Conditions 3(a) to 3(h) inclusive must be fulfilled or waived, by 11.59 p.m. on the date immediately preceding the date of the Scheme Court Hearing, failing which the Scheme shall lapse.

4. Stanley Gibbons shall be under no obligation to waive or treat as fulfilled any of Conditions 3(a) to 3(h) inclusive by a date earlier than the date specified above for the fulfilment thereof notwithstanding that the other Conditions of the Scheme and the Acquisition may at such earlier date have been waived or fulfilled and that there are at such earlier date no circumstances indicating that any of such Conditions may not be capable of fulfilment.

5. If Stanley Gibbons is required by the Panel to make an offer for Noble Shares under the provisions of Rule 9 of the Code, Stanley Gibbons may make such alterations to any of the Conditions as are necessary to comply with the provisions of that rule.

6. The Scheme will lapse if the European Commission either initiates proceedings under Article 6(1)(c) of Council Regulation (EEC) 4064/89 (the "Regulation") or makes a referral of the Acquisition (or any part of it) to a competent authority of the United Kingdom under Article 9(1) of the Regulation and there is then a reference to the Competition Commission or there is a reference of the Acquisition (or any part of it) to the Competition Commission before the date of the Scheme Court Meeting. In such event, neither Noble, Stanley Gibbons nor any Noble Shareholder will be bound by any term of the Scheme.

7. Stanley Gibbons reserves the right to elect, with the consent of the Panel, to implement the Acquisition by way of a Takeover Offer. In such event, such offer will (unless otherwise determined by Stanley Gibbons and subject to the consent of the Panel) be implemented on the same terms (so far as applicable) as those which would apply to the Scheme subject to appropriate amendments, including (without limitation and subject to the consent of the Panel) an acceptance condition that is set at 90 per cent. (or such lesser percentage, as Stanley Gibbons may decide) (a) in nominal value of the shares to which such offer relates, and (b) of the voting rights attached to those shares, and that is subject to Stanley Gibbons and/or (with the consent of the Panel) any members of the Stanley Gibbons Group having acquired or agreed to acquire, whether pursuant to the offer or otherwise, shares carrying more than 50 per cent. of the voting rights normally exercisable at a general meeting of Noble, including, for this purpose, any such voting rights attaching to Noble Shares that are unconditionally allotted or issued, before the Takeover Offer becomes or is declared unconditional as to acceptances, whether pursuant to the exercise of any outstanding subscription or conversion rights or otherwise.

8. Under Rule 13.5 of the Code, Stanley Gibbons may not invoke a condition to the Acquisition so as to cause the Acquisition 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 Stanley Gibbons in the context of the Acquisition. The conditions contained in paragraph 1 and 2 of Part A above are not subject to this provision of the Code.

9. The Acquisition and the Scheme and any dispute or claim arising out of, or in connection with them (whether contractual or non-contractual in nature) will be governed by and construed in accordance with English law and will be subject to the exclusive jurisdiction of the Courts of England. The Acquisition will be subject to the conditions and further terms set out in this Appendix 1 and to be set out in the Scheme Document, and will comply with, and be subject to, the applicable rules and regulations of the FCA, the London Stock Exchange, the AIM Rules and the City Code.

10. The Noble Shares which will be acquired under the Acquisition will be fully paid and free from all liens, charges and encumbrances, rights of pre-emption and any other third party rights of any nature whatsoever and together with all rights now or thereafter attaching thereto, including the right to receive and retain all dividends and other distributions declared, paid or made after the date of this Announcement. If any dividend or other distribution or return of capital is proposed, declared, made, paid or becomes payable by Noble in respect of a Noble Share on or after the date of this Announcement and prior to the Scheme becoming Effective, Stanley Gibbons reserves the right to reduce the value of the consideration payable for each Noble Share under the Acquisition by up to the amount per Noble Share of such dividend, distribution or return of capital except where the Noble Share is or will be acquired pursuant to the Acquisition on a basis which entitles Stanley Gibbons to receive the dividend and/or distribution and/or return of capital and to retain it.

11. The New Stanley Gibbons Shares to be issued under the Scheme will be issued credited as fully paid and will rank equally in all respects with the existing Stanley Gibbons Shares, in issue, including the right to receive in full all dividends and other distributions, if any, declared, made or paid by reference to a record date falling after the Scheme Effective Date.

12. Fractions of New Stanley Gibbons Shares will not be allotted to Noble Shareholders pursuant to the Acquisition and the entitlements of Noble Shareholders will be rounded down to the nearest whole number of New Stanley Gibbons Shares.

13. The availability of the New Stanley Gibbons Shares 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.

14. The Acquisition will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, internet or e-mail) of interstate or foreign commerce of, or of any facility of a national securities exchange of, any Restricted Jurisdiction and the Acquisition will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

15. The New South Shares to be issued pursuant to the Acquisition have not been and will not be registered under the US Securities Act or under the securities laws of any state, territory or other jurisdiction of the United States or under any of the relevant securities laws of Australia, Canada, Ireland, Japan or South Africa. Accordingly, the New South Shares may not be offered, sold, delivered or otherwise transferred in or into the United States, Australia, Canada, Ireland, Japan or South Africa or to any United States person except pursuant to exemptions from, or in transactions not subject to, applicable requirements of any such jurisdiction.

APPENDIX 2

SOURCES AND BASES OF CALCULATION

Save as otherwise stated, the following constitute the sources and bases of certain information referred to in the announcement:

1. Financial information relating to Noble has been extracted or derived (without adjustment) from the audited consolidated financial statements of the Noble Group for the financial year ended 31 August 2012 and the unaudited interim results of Noble for the six months ended 28 February 2013.

   2.    The fully diluted share capital of Noble (being 17,778,965 Noble Shares) is based on:

a. 16,512,002 Noble Shares in issue on 25 September 2013, being the last dealing day prior to the date of this Announcement; and

b. 1,266,963 Noble Shares which are expected to be issued on or after the date of this Announcement on the exercise of options granted under the Noble Share Schemes and pursuant to the TFAAG Earn-out.

3. Unless otherwise stated, all Closing Prices for Noble Shares are closing middle market quotations derived from the AIM Appendix to the London Stock Exchange Daily Official List.

4. The premium calculations per Noble Share have been calculated by reference to closing middle market quotations derived from the AIM Appendix to the London Stock Exchange Daily Official List.

5. All share prices expressed in pence have been rounded to the nearest penny and all percentages have been rounded down to one decimal place.

6. Financial information relating to the Stanley Gibbons Group has been extracted or derived (without adjustment) from the audited consolidated financial statements of the Stanley Gibbons Group for the financial year ended 30 December 2012.

APPENDIX 3

SCHEDULE OF IRREVOCABLE UNDERTAKINGS

Part A: Noble Director Irrevocable Undertakings

 
 Name of Noble director    Number of Noble Shares   Percentage of Noble 
                                                     issued share capital 
 Ian Goldbart                    1,399,602                  8.5% 
 Edward Baldwin                   258,621                   1.6% 
 Onemanagement*                   239,015                   1.4% 
 Jasper Allen                     212,150                   1.3% 
 Dimitri Loulakakis               166,219                   1.0% 
 Elie Dunnoos                      68,376                   0.4% 
 Peter Floyd                       43,571                   0.3% 
 Stuart Mollekin                   30,091                   0.2% 
 Seth Freeman                      1,000                    0.0%

* Onemanagement is a company in which Stephan Ludwig is interested

Part B: Other Irrevocable Undertakings

 
 Name of Party          Number of Noble   Percentage of         Level of increase 
                         Shares            Noble issued share    of competing 
                                           capital               offer 
 Jupiter Asset 
  Management Limited       1,288,624             7.8%                 >10% 
 Helium Special 
  Situations Fund 
  Ltd                       905,445              5.5%                 >10% 
 Ivor Spiro                 869,631              5.3%                 >10% 
 Noble Investment 
  (UK) PLC Employee 
  Benefit Trust             881,200              5.3%                 >10% 
 Madeleine Goldbart         250,000              1.5%                 >10% 
 Carolyn Goldbart           235,000              1.4%                 >10% 
 Mark Goldbart              111,799              0.7%                 >10% 
 Leslie Goldbart            10,000               0.1%                 >10%

APPENDIX 4

DEFINITIONS

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

 
 Acquisition                 the proposed recommended acquisition by Stanley 
                              Gibbons of the entire issued and to be issued 
                              share capital of Noble, to be effected by 
                              means of the Scheme (or if Stanley Gibbons 
                              validly elects, by means of a Takeover Offer) 
                              on and subject to the Conditions and where 
                              the context permits, any subsequent rescission, 
                              variation, exclusion or renewal thereof 
 Admission                   the admission of the New Stanley Gibbons Shares 
                              and the Placing Shares to trading on AIM becoming 
                              effective in accordance with 
                              the AIM Rules 
 AIM                         AIM, a market operated by the London Stock 
                              Exchange 
 AIM Rules                   the AIM Rules for Companies published by the 
                              London Stock Exchange as amended from time 
                              to time 
 Announcement                this announcement made pursuant to Rule 2.7 
                              of the Code 
 Business Day                any day (not being a Saturday, Sunday or public 
                              holiday in England or Wales) on which banks 
                              are open for general banking business in the 
                              City of London 
 certificated or             a share or other such security that is not 
  in certificated             in uncertificated form 
  form                        (that is, not in CREST) 
 City Code or Code           the City Code on Takeovers and Mergers 
 Closing Price               the closing middle market quotation of a Noble 
                              Share or a Stanley Gibbons Share (as appropriate) 
                              as derived from the AIM appendix to the Daily 
                              Official List 
 Companies Act               the Companies Act 2006, as amended 
 Conditions                  the conditions of the Acquisition which are 
                              set out in Appendix 1 of this Announcement 
 Court                       the High Court of Justice of England and Wales 
 Court Meeting               the meeting of Scheme Shareholders convened 
                              by an order of the Court under the Companies 
                              Act to consider and, if thought fit, approve 
                              the Scheme (with or without modification), 
                              including any adjournment thereof, notice 
                              of which will be set out in the Scheme Document 
 Court Orders                the Scheme Court Order and the Reduction Court 
                              Order 
 CREST                       the relevant system (as defined in the Regulations) 
                              in respect of which Euroclear is the operator 
                              (as defined in the Regulations) 
 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                   (i) publicly announced via a Regulatory Information 
                              Service by or on behalf of Noble prior to 
                              the date of this Announcement, (ii) disclosed 
                              in the annual report and accounts of Noble 
                              for the financial year ended 31 August 2011, 
                              (iii) disclosed in the annual report and accounts 
                              of Noble for the financial year ended 31 August 
                              2012, (iv) disclosed in the interim report 
                              of Noble for the six months ended 28 February 
                              2013, (v) disclosed in this Announcement or 
                              (vi) as fairly disclosed prior to the date 
                              of this Announcement in writing to Stanley 
                              Gibbons by or on behalf of Noble in the course 
                              of negotiations relating to the Acquisition 
 Effective                   the Scheme having become effective pursuant 
                              to its terms 
 Enlarged Group              Stanley Gibbons and its subsidiary undertakings 
                              following the 
                              Scheme becoming Effective 
 Euroclear                   Euroclear UK & Ireland Limited 
 Form(s) of Proxy            either or both, as the context requires, of 
                              the BLUE form of proxy for use at the Court 
                              Meeting and the WHITE form of proxy for use 
                              at the General Meeting which will accompany 
                              the Scheme Documents 
 FCA                         the Financial Conduct Authority 
 General Meeting             the general meeting of Noble Shareholders 
                              convened to consider and, if thought fit, 
                              approve various matters in connection with 
                              the Acquisition, including any adjournment 
                              thereof, notice of which will be set out in 
                              the Scheme Document 
 London Stock Exchange       London Stock Exchange plc 
 
 New Noble Shares            the new Noble Shares to be issued and credited 
                              as fully paid to Stanley Gibbons pursuant 
                              to the Scheme 
 New Stanley Gibbons         the new Stanley Gibbons Shares to be issued 
  Shares                      by Stanley Gibbons 
                              to the holders of Scheme Shares under the 
                              Scheme 
 Noble or Company            Noble Investments (UK) plc, a company incorporated 
                              in England 
                              and Wales with registered number 04075304 
 Noble Board                 the board of directors of Noble 
 Noble EMI Scheme            the Noble Enterprise Management Incentive 
                              Scheme approved and adopted by the board of 
                              directors of Noble on 4 November 2005, as 
                              amended on 29 September 2009 
 Noble Group                 Noble and its subsidiary undertakings 
 Noble Shares                ordinary shares of 1 pence each in the capital 
                              of Noble 
 Noble Share Schemes         the Noble EMI Scheme and the Noble Unapproved 
                              Share Option Agreements 
 Noble Shareholders          holders of Noble Shares 
  or Shareholders 
 Offer Period                the offer period (as defined by the Code) 
                              relating to Noble which commenced on 12 September 
                              2013 
 Onemanagement               One Management (S) Pte. Ltd of 545 Orchard 
                              Road, #11-07 Far East Shopping Centre, Singapore 
                              238882, Singapore 
 Opening Position            an announcement pursuant to Rule 8 of the 
  Disclosure                  Code containing details of interests or short 
                              positions in, or rights to subscribe for, 
                              any relevant securities of a party to an offer 
 Overseas Shareholders       Scheme Shareholders whose registered addresses 
                              are outside the UK or who are resident in, 
                              ordinarily resident in, or citizens of, jurisdictions 
                              outside the United Kingdom 
 Panel                       the Panel on Takeovers and Mergers 
 Peel Hunt                   Peel Hunt LLP, which is acting as nominated 
                              adviser (as defined in the AIM Rules), broker 
                              and financial adviser to Stanley Gibbons 
 Placing Price               295 pence per Placing Share 
 Placing Shares              the 13,559,322 new Stanley Gibbons Shares 
                              to be issued pursuant to the Stanley Gibbons 
                              Placing 
 Reduction Court             the Court hearing at which the Reduction Court 
  Hearing                     Order is made 
 Reduction Court             the order of the Court to confirm the Reduction 
  Order                       of Capital provided for by the Scheme 
 Reduction of Capital        the proposed reduction of Noble's share capital 
                              by the cancellation and extinguishing of the 
                              Scheme Shares under section 641 of the Companies 
                              Act 
 Registrar of Companies      the Registrar of Companies in England and 
                              Wales 
 Regulatory Information      a service approved by the London Stock Exchange 
  Service                     for the distribution to the public of regulated 
                              information 
 Regulations                 the Uncertificated Securities Regulations 
                              2001 (S.I. No. 2001/3755) 
 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 Acquisition is sent or made 
                              available to Noble shareholders in that jurisdiction 
 Scheme or Scheme            the scheme of arrangement proposed to be made 
  of Arrangement              under Part 26 of the Companies Act between 
                              Noble and the Scheme Shareholders, with, or 
                              subject to, any amendment, modification, addition 
                              or condition which the Court may think fit 
                              to approve or impose and/or agree to 
 Scheme Document             the scheme document containing further details 
                              of, inter alia, the Acquisition and the Scheme 
                              to be published by Noble and sent to Noble 
                              Shareholders as soon as practicable after 
                              the date of this Announcement 
 Scheme Court Hearing        the Court hearing at which the Scheme Court 
                              Order is made 
 Scheme Court Order          the order of the Court to sanction the Scheme 
                              pursuant to Part 26 of the Companies Act 
 Scheme Effective            the date on which the Scheme becomes Effective 
  Date 
 Scheme Record Time          6.00 p.m. on the Business Day immediately 
                              preceding the date of 
                              the Reduction Court Hearing 
 Scheme Shareholders         registered holders of Scheme Shares 
 Scheme Shares               the Noble Shares: 
                              (i) in issue at the date of the Scheme Document 
                              and which remain in issue until the Scheme 
                              Record Time; 
                              (ii) (if any) issued after the date of the 
                              SchemeDocument and prior to the Voting Record 
                              Time and which remain in issue until the Scheme 
                              Record Time; and 
                              (iii) (if any) issued on or after the Voting 
                              Record Time and before the Scheme Record Time 
                              on terms that the holder thereof shall be 
                              bound by the Scheme or in respect of which 
                              the original or any subsequent holder thereof 
                              is or shall have agreed in writing to be bound 
                              by the Scheme and, in each case, which remain 
                              in issue until the Scheme Record Time excluding, 
                              in each case, any Noble Shares of which any 
                              member of the Stanley Gibbons Group is the 
                              holder or in which any member of the Stanley 
                              Gibbons Group is beneficially interested 
 Stanley Gibbons             The Stanley Gibbons Group plc, a company incorporated 
                              and registered in Jersey with registered number 
                              13177 
 Stanley Gibbons             the board of directors of Stanley Gibbons 
  Board 
 Stanley Gibbons             Stanley Gibbons and its subsidiary undertakings 
  Group 
 Stanley Gibbons             the placing by Peel Hunt, as agent for Stanley 
  Placing                     Gibbons, of the 
                              Placing Shares at the Placing Price pursuant 
                              to the terms of a 
                              placing agreement as further described in 
                              this Announcement 
 Stanley Gibbons             the ordinary shares of 1 pence each in the 
  Shares                      capital of Stanley Gibbons 
 Stanley Gibbons             holders for the time being of Stanley Gibbons 
  Shareholders                Shares 
 Statement of Capital        the statement of capital approved by the Court 
                              showing the information required by section 
                              649 of the Companies Act with respect to Noble's 
                              share capital as altered by the Reduction 
                              of Capital 
 subsidiary and subsidiary   have the meanings given to such terms in the 
  undertaking                 Companies Act 
 Takeover Offer              has the meaning given to it in Part 28 of 
                              the Companies Act 
 TFAAG Earn-out              the earn-out alternative contained in the 
                              offer by Noble for the 
                              entire issued and to be issued share capital 
                              of The Fine Art 
                              Auction Group Limited 
 UK or United Kingdom        the United Kingdom of Great Britain and Northern 
                              Ireland 
 Unapproved Share            the agreements between Noble and each of Jasper 
  Option Agreements           Allen, Ian 
                              Goldbart, Seth Freeman, Elie Dunnoos and Stuart 
                              Mollekin 
                              respectively pursuant to which such persons 
                              have been granted 
                              options to acquire Noble Shares other than 
                              pursuant to the Noble 
                              EMI Scheme and which options are unexercised 
                              and still valid 
                              and subsisting 
 uncertificated or           in relation to a share or other security, 
  in uncertificated           a share or other security which is recorded 
  form                        on the relevant register of the share or security 
                              concerned as being held in uncertificated 
                              form in CREST and title to which, by virtue 
                              of the Regulations, may be transferred by 
                              means of CREST 
 United States or            the United States of America, its territories 
  US                          and possessions, any state of the United States 
                              of America, the District of Columbia, and 
                              all other areas subject to its jurisdiction 
 US Securities Act           the United States Securities Act of 1933, 
                              as amended 
 Voting Record Time          6.00 p.m. on 28 October 2013 or, if the Court 
                              Meeting is adjourned, 
                              6.00 p.m. on the day which is two Business 
                              Days before such 
                              adjourned meeting 
 Warranty Deed               the deed of warranty dated 18 December 2012 
                              entered into 
                              between Stephan Ludwig, Onemanagement, Peter 
                              Floyd and Noble 
 WH Ireland                  WH Ireland Limited, a company incorporated 
                              in England and 
                              Wales with registered number 2002044 which 
                              is acting as 
                              financial adviser to Noble in relation to 
                              the Acquisition 
 GBP or sterling             pounds sterling, the lawful currency for the 
  or pounds                   time being of the UK 
                              and references to "pence" and "p" shall be 
                              construed accordingly

In this Announcement, references to the singular include the plural and vice versa, unless the context otherwise requires. All references to time in this Announcement are to London time.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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