Noble Investments (UK) PLC Court Sanction of Scheme (2928T)

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RNS Number : 2928T

Noble Investments (UK) PLC

18 November 2013

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR ANY OTHER STATE OR JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.

18 November 2013

Recommended acquisition of

Noble Investments (UK) PLC

by

The Stanley Gibbons Group plc

Court Sanction of Scheme

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 ("Acquisition"). The Acquisition is to be implemented 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.

Court Sanction of Scheme

The Directors of Noble are pleased to announce that at a hearing held earlier today the Scheme has been sanctioned by the Court. A further Court hearing is scheduled for 20 November 2013 to confirm the reduction of Noble's share capital by the cancellation and extinguishing of the Scheme Shares under section 641 of the Companies Act 2006 ("Capital Reduction").

The Scheme will become effective on delivery of the orders of the Court to sanction the Scheme and to confirm the Capital Reduction together with a Statement of Noble's share capital as altered by the Capital Reduction to the Registrar of Companies, which is expected to take place on 21 November 2013.

The cash consideration and New Stanley Gibbons Shares to which Noble Shareholders will become entitled under the Scheme will be settled within 14 days of the date on which the Scheme becomes effective.

A request will shortly be made to the London Stock Exchange for a cancellation of trading in Noble Shares on AIM with effect from 7.00 a.m. on 21 November 2013.

The expected timetable for implementation of the Scheme is as follows:-

 
Event                                                                                    Time and date 
Scheme Record Time                                                                       6.00 p.m. on 19 November 2013 
Reduction Court Hearing                                                                               20 November 2013 
Scheme Effective Time 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 
 

Note: 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.

Unless the context otherwise requires, terms defined in the Scheme Document have the same meaning in this announcement.

Enquiries:

The Stanley Gibbons Group plc

Michael Hall (Chief Executive) Tel: [phone]

Noble Investments (UK) PLC

   Ian Goldbart (Chief Executive Officer)                                    Tel: [phone] 

Peel Hunt LLP

   Dan Webster, Richard Brown, Matthew Armitt                      Tel: [phone] 

WH Ireland Limited

Chris Fielding, James Bavister Tel: [phone]

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.

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 Court-sanctioned 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 jurisdiction other than the United Kingdom 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 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 any 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

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