TIDMNBL TIDMSGI
RNS Number : 9380P
Noble Investments (UK) PLC
08 October 2013
Recommended acquisition of
Noble Investments (UK) PLC
by
The Stanley Gibbons Group PLC
Posting of Scheme Document
On 26 September 2013, Noble Investments (UK) PLC (the "Company"
or "Noble") announced that the Boards of directors of the Company
and The Stanley Gibbons Group PLC ("Stanley Gibbons") had reached
agreement on the terms of a recommended offer for the entire issued
and to be issued share capital of Noble by Stanley Gibbons. The
Acquisition is to be implemented by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 (the "Scheme").
Accordingly, Noble now announces that a circular to Noble
Shareholders in relation to the Scheme (the "Scheme Document") is
being posted to Noble shareholders today, 8 October 2013. The
Scheme Document contains, amongst other things, the full terms and
conditions of the Scheme and an explanatory statement in compliance
with section 897 of the Companies Act 2006.
Notices of the Court Meeting and the General Meeting
Notices of the Court Meeting and the General Meeting are set out
in the Scheme Document. Both the Court Meeting and the General
Meeting will be held on 30 October 2013 at 6 Agar Street, London
WC2N 4HN, with the Court Meeting to commence at 10.00 a.m. and the
General Meeting to commence at 10.15 a.m. (or as soon thereafter as
the Court Meeting has concluded or been adjourned).
Timetable
The Scheme Document also contains an expected timetable of
principal events relating to the Scheme, a copy of which is set out
in the appendix to this announcement. As set out in that timetable,
subject to the satisfaction or waiver of the Conditions to the
Scheme, it is currently expected the Scheme will become effective
on 21 November 2013. However, the dates in the timetable are
indicative only and will depend, amongst other things, on the date
on which the Court sanctions the Scheme. If any of the expected
dates set out in the timetable change, the Company will give notice
of the change by issuing an announcement to a Regulatory
Information Service.
The Scheme Document will shortly be available to view and
download on the Company's website at
http://www.nobleinvestmentsplc.com/cms/pages/investor-relations
under the heading 'Recommended Cash Acquisition by Stanley
Gibbons'.
All references in this announcement to times are to London
time.
Unless the context otherwise requires, terms defined in the
Scheme Document have the same meanings in this announcement.
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.
Dealing disclosure requirements
Under Rule 8.3(a) of the Code, any person who is interested in
one per cent. or more of any class of relevant securities of 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
periodand, if later, following the announcement in which any paper
offeror is first identified. An Opening Position Disclosure must
contain details of the person's interestsand 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 personswho 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 one per cent. 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 dealsin 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.
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.
APPENDIX
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
The following indicative timetable sets out expected dates for
the implementation of the Scheme.
Event Time and date
Latest time for lodging Forms of Proxy for the:-
Court Meeting (BLUE Form of Proxy) 10.00 a.m. on 28 October 2013
General Meeting (WHITE Form of Proxy) 10.15 a.m. on 28 October 2013
Voting Record Time 6.00 p.m. on 28 October 2013
Court Meeting 10.00 a.m. on 30 October 2013
General Meeting 10.15 a.m. on 30 October 2013
Scheme Court Hearing 18 November 2013
Suspension of admission to trading and dealings in Noble Shares on AIM and disablement 7.00 a.m. on 18 November 2013
of
Noble Shares in CREST
Scheme Record Time 6.00 p.m. on 19 November 2013
Reduction Court Hearing 20 November 2013
Scheme Effective Date and cancellation of trading on AIM of Noble Shares 7.00 a.m. on 21 November 2013
Admission to trading on AIM of New Stanley Gibbons Shares and the Placing Shares and 8.00 a.m. on 22 November 2013
CREST
accounts credited in respect of New Stanley Gibbons Shares
Posting of certificates for New Stanley Gibbons Shares in certificated form no later than 4 December 2013
Latest date of despatch of cheques and settlement through CREST no later than 4 December 2013
or other form of payment
Latest date for Scheme to become effective 31 December 2013
All times shown are London times (unless otherwise stated). All
dates and times are based on Noble's current expectations and are
subject to change. If any of the dates and/or times in this
expected timetable change, the revised dates and/or times will be
notified to Noble Shareholders by announcement through the
Regulatory Information Service of the London Stock Exchange.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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