TIDMNBL TIDMSGI
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: +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.
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
END
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