Stanley Gibbons Group PLC Agreement with Phoenix S.G. Limited (7945D)
21 Febbraio 2020 - 4:37PM
UK Regulatory
TIDMSGI
RNS Number : 7945D
Stanley Gibbons Group PLC
21 February 2020
21 February 2020
The Stanley Gibbons Group PLC
(the "Company" or the "Group")
Agreement with Phoenix S. G. Limited ("Phoenix SG") and release
of guarantor from loan agreement
Agreement with Phoenix S. G. Limited
The Company announces that its subsidiary, Stanley Gibbons
Limited ("SGL") has today entered into an agreement with Phoenix SG
under which SGL has acquired trading inventory consisting of
approximately 780 items. The initial consideration is GBP1.07
million (the aggregate "Base Cost"), which is payable in cash to
Phoenix SG over the term of the agreement, as and when sales of the
inventory are made to third parties and will be the net proceeds,
after deduction of commission payment to be made to SGL, on
completed sales. The commission payment is in line with that which
SGL would earn on similar deals with unrelated parties. The
agreement is for a total of ten years and any sale at a value that
is less than the Base Cost of the inventory item can only be made
with specific permission of Phoenix SG. To the extent that all of
the inventory is sold and the appropriate payments have been made
by SGL to Phoenix SG, no further consideration will be due. If,
after seven years of the agreement, 20 per cent. or more of the
consideration owed to Phoenix SG remains outstanding, Phoenix SG
and SGL have agreed they will negotiate in good faith the repayment
of the outstanding consideration to Phoenix SG. To the extent that
any inventory remains to be sold at the end of the agreement, the
relevant inventory will be returned to Phoenix SG and no further
consideration will be due.
Phoenix SG is currently interested in 58.09 per cent. of the
issued share capital of the Company and the transaction referred to
above constitutes a related party transaction for the purposes of
AIM Rule 13. The Independent Directors of the Company consider,
having consulted with the Company's nominated adviser, Liberum
Capital Limited, that the terms of the transaction are fair and
reasonable so far as the Company's shareholders are concerned.
Graham Shircore is the CEO of the Company and a Partner of Phoenix
Asset Management Partners (PAMP). As a nominee of PAMP on the
Company's Board, he is not considered independent for the purposes
of this transaction.
As a result of this agreement, SGL will have both the
opportunity to earn commission from subsequent sales and also to
further improve the range of items it is able to offer, which will
be available for sale from its website and specialist dealers.
Release of guarantor from loan agreement
The Company has a loan facility with Phoenix SG repayable in
March 2023 (the "Loan Agreement"). As at 19 February 2020, GBP14.1m
was drawn under the Loan Agreement.
The Company announces that the Company and its subsidiaries,
that are guarantors to the Loan Agreement, have signed a deed of
release and confirmation with its lender Phoenix S.G. Limited that
releases and discharges Stanley Gibbons (Guernsey) Limited (in
liquidation) of its obligations and future obligations and
liabilities under the Loan Agreement with Phoenix S. G.
Limited.
As a result of Stanley Gibbons (Guernsey) Limited (in
liquidation) no longer being a guarantor of the Loan Agreement, the
Group is currently no longer in default on its loan facilities.
During periods of default the loan is repayable on demand.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014
Enquiries
The Stanley Gibbons Group plc +44(0)207 836 8444
Harry Wilson (Chairman)
Anthony Gee (Chief Finance Officer)
Liberum Capital Limited (Nomad and Broker) +44(0)20 3100
2000
Andrew Godber
Edward Thomas
Laura Hamilton
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
AGREFLFLBLLXBBZ
(END) Dow Jones Newswires
February 21, 2020 10:37 ET (15:37 GMT)
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