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RNS Number : 7575R
Noble Investments (UK) PLC
30 October 2013
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
30 October 2013
Recommended acquisition of
Noble Investments (UK) PLC
by
The Stanley Gibbons Group plc
Approval of Scheme of Arrangement at Court Meeting and General
Meeting
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 acquisition of the entire
issued and to be issued share capital of Noble by Stanley Gibbons.
The Acquisition is to be effected by way of a Court-sanctioned
scheme of arrangement under Part 26 of the Companies Act 2006 (the
"Scheme").
On 8 October 2013, Noble published and posted a circular (the
"Scheme Document") to Shareholders of Noble. The Scheme Document
contained, 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.
The Directors of Noble are pleased to announce that at the Court
Meeting and the General Meeting held earlier today, the resolutions
proposed at the respective meetings were duly passed.
Court Meeting
The resolution to approve the Scheme proposed at the Court
Meeting was decided on a poll and the resolution was passed. The
result of the poll was as follows:-
Number of Scheme % of Scheme Shares % of total
Shares voted voted Scheme Shares
For 8,346,829 99.88% 50.55%
Against 9,680 0.12% 0.06%
General Meeting
The special resolution toapprove and give effect to the Scheme
and, to authorise the Directors to effect the Scheme, to approve a
reduction of the Company's share capital; to pay up in full at par
new ordinary shares of 1 pence each out of the reserve so created;
to authorise the Directors of the Company to allot relevant
securities of the Company to Stanley Gibbons; and to authorise
certain changes to the Company's articles of association, was duly
passed on a show of hands.
The expected timetable for implementation of the Scheme is as
follows:-
Event Time and date
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 Court Hearing 18 November 2013
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
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
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.
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.
This announcement is for information purposes only and does not
constitute an offer to sell or an invitation to purchase any
securities or the solicitation of an offer to buy any securities,
pursuant to the Acquisition or otherwise. The Acquisition will be
made solely by means of the Scheme Document, which contains the
full terms and conditions of the Acquisition, including details of
how the Acquisition can be approved and completed.
Whether or not certain Noble Shares were voted at the Court
Meeting or the General Meeting, if the Scheme becomes effective,
those Noble Shares will be cancelled pursuant to the Scheme in
return for the payment by Stanley Gibbons of 192.5 pence in cash
and the issue and allotment of 0.21186 New Stanley Gibbons Shares
per Noble Share.
Overseas shareholders
The release, publication or distribution of this announcement in
jurisdictions other than the United Kingdom may be restricted by
law and therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom should inform themselves
about, and observe, any applicable requirements. Any failure to
comply with the restrictions may constitute a violation of the
securities laws of any such jurisdiction. This announcement does
not constitute an offer or an invitation to purchase or subscribe
for any securities or a solicitation of an offer to buy any
securities pursuant to this announcement or otherwise in any
jurisdiction in which such offer or solicitation is unlawful. This
announcement has been prepared for the purposes of complying with
the laws of England and Wales and the 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 of any jurisdiction outside England and Wales.
The Acquisition relates to shares in a UK company and is
proposed to be effected by means of a scheme of arrangement under
the laws of England and Wales. A transaction effected by means of a
scheme of arrangement is not subject to the proxy solicitation or
tender offer rules under the Securities Exchange Act of 1934, as
amended. Accordingly, the Acquisition is subject to the disclosure
requirements, rules and practices applicable in England and Wales
to schemes of arrangement, which differ from the requirements of
the US proxy solicitation and tender offer rules. However, if
Stanley Gibbons were to elect to implement the Acquisition by means
of a Takeover Offer (which it reserves the right to do), such
Takeover Offer will be made in compliance with all applicable laws
and regulations, including the US tender offer rules, to the extent
applicable.
The availability of the Acquisition to Noble Shareholders who
are not resident in the United Kingdom may be affected by the laws
of the relevant jurisdictions in which they are resident. Persons
who are not resident in the United Kingdom should inform themselves
of, and observe, any applicable requirements.
Unless otherwise agreed by Stanley Gibbons and Noble, or
required by the Code, and permitted by applicable law and
regulation, the Acquisition will not be made available, directly or
indirectly, in, into or from a Restricted Jurisdiction where to do
so would violate the laws in that jurisdiction and no person may
vote in favour of the Scheme by any such use, means,
instrumentality or form within a Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the
laws of that jurisdiction. Accordingly, copies of this announcement
and all documents 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 a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction, and
persons receiving this announcement and all documents relating to
the Acquisition (including custodians, nominees and trustees) must
not mail or otherwise distribute or send them in, into or from such
jurisdictions where to do so would violate the laws in that
jurisdiction.
Publication on website
Copies of this announcement and the Scheme Document will be
available free of charge, subject to certain restrictions relating
to persons resident in Restricted Jurisdictions, on Noble's website
at www.nobleinvestmentsplc.com under the Investor Relations
section.
For the avoidance of doubt, the content of the website referred
to above is not incorporated into and does not form part of this
announcement.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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