Stanley Gibbons Group PLC COMPULSORY ACQUISITION OUTSTANDING MALLETT SHARES (0052X)

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RNS Number : 0052X

Stanley Gibbons Group PLC

13 November 2014

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 ANY STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Recommended Cash Offer

by

The Fine Art Auction Group Limited

(a wholly owned subsidiary of The Stanley Gibbons Group plc)

for

Mallett PLC

COMPULSORY ACQUISITION OF OUTSTANDING MALLETT SHARES

Introduction

The boards of directors of Stanley Gibbons and Mallett announced on 29 September 2014 that they had reached agreement on the terms of a recommended cash offer to be made by TFAAG, a wholly-owned subsidiary of Stanley Gibbons, for the entire issued and to be issued share capital of Mallett.

On 30 September 2014, Stanley Gibbons and Mallett announced that the Offer Document, containing the full terms of, and conditions to, the Offer together with a Form of Acceptance (in respect of Mallett Shares held in certificated form), was posted to Mallett Shareholders on 29 September 2014.

On 20 October 2014, Stanley Gibbons and TFAAG announced that the Offer had been declared wholly unconditional.

Compulsory acquisition

As TFAAG has received valid acceptances under the Offer in respect of more than 90 per cent. of the Mallet Shares to which the Offer relates (and more than 90% of the voting rights carried by those shares), TFAAG is therefore entitled pursuant to the provisions of sections 979 to 982 (inclusive) of the Companies Act 2006 to acquire compulsorily the remaining Mallett Shares to which the Offer relates on the same terms as the Offer.

Consequently, TFAAG announces the despatch of formal compulsory acquisition notices (the "Compulsory Acquisition Notices"), in the prescribed form under section 980(1) of the Companies Act 2006, to all Mallett Shareholders who have not to date accepted the Offer giving notice of the exercise of its right under section 979 of the Companies Act 2006 to acquire compulsorily any remaining Mallett Shares in respect of which the Offer has not been accepted on the same terms as the Offer.

Unless any of the Mallett Shareholders who have not to date accepted the Offer, apply to the Court and the Court orders otherwise, on the expiry of six weeks from the date of the Compulsory Acquisition Notices, being 25 December 2014, the Mallett Shares held by those Mallett Shareholders who have not accepted the Offer will be acquired compulsorily by TFAAG on the same terms as the Offer. The consideration to which those Mallett Shareholders will be entitled will be held by Capita Asset Services as trustee on behalf of those Mallett Shareholders who have not accepted the Offer and they will be requested to claim their consideration by writing to Capita Asset Services at the end of the six week period.

Terms used in this announcement have the meanings given to them in the Offer Document dated 29 September 2014, unless otherwise stated.

Further enquiries:

The Stanley Gibbons Group plc

Michael Hall (Chief Executive) Tel: [phone]

Peel Hunt LLP (financial adviser, nomad and broker to Stanley Gibbons)

Dan Webster, Richard Brown Tel: [phone]

Tavistock (financial PR to Stanley Gibbons)

Lulu Bridges, Teresa Towner Tel: [phone]

This announcement is for information only and is not intended to and does not constitute, or form part of any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer has been effected solely through the Offer Document, which, together with the Form of Acceptance (in relation to Mallett Shareholders holding shares in certificated form only) will contain the full details, terms and conditions of the Offer, including the details of how to accept the Offer. Any response to the Offer should be made only on the basis of the information contained in the Offer Document.

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

A copy of all announcements made by Stanley Gibbons in relation to the Offer, copies of the Offer Document and the Form of Acceptance and certain other documents relating to the Offer are available, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Stanley Gibbons's website at: www.stanleygibbons.com under the Corporate section. For the avoidance of doubt, neither the contents of Stanley Gibbons's website nor the contents of any website accessible from hyperlinks on such website (or any other website), is incorporated into, or forms part of, this announcement.

This information is provided by RNS

The company news service from the London Stock Exchange

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