SGI.L Regulatory News (SGI)

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 THE UNITED STATES, CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL

For immediate release

26 September 2013

The Stanley Gibbons Group plc ("Stanley Gibbons" or the "Company")

Placing of 13,559,322 new ordinary shares in Stanley Gibbons at a price of 295 pence per share to raise approximately £40m to partially fund the acquisition of Noble Investments (UK) plc and provide extra working capital for the Company post acquisition

The board of Stanley Gibbons (the "Board") is pleased to announce the successful placing (the "Placing") of 13,559,322 new ordinary shares of 1 pence each ("Ordinary Shares") in the capital of the Company (the "Placing Shares") at a price of 295 pence per share (the "Placing Price"), to raise approximately £40.0m (£38.1m net of expenses).

The net proceeds of the Placing will be used to fund the cash consideration payable under the recommended acquisition by Stanley Gibbons of the entire issued and to be issued share capital of Noble Investments (UK) plc ("Noble") to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") (the "Acquisition") and to provide extra working capital for the company following the Acquisition. The balance of the consideration due to Noble shareholders under the Acquisition will be satisfied by the issue to Noble shareholders of 0.21186 new Stanley Gibbons shares (the "New Stanley Gibbons Shares") for every Noble ordinary share of 1 pence in issue.

The Placing has been fully underwritten by Peel Hunt LLP ("Peel Hunt") and is conditional upon the shareholder circular, of which the Scheme forms part, being sent to Noble shareholders, the Scheme becoming effective and the Placing Shares being admitted to trading on AIM.

Noble was formed in October 2003 as a rare coin trading company and, following the acquisitions of A.H. Baldwin & Sons Ltd, Apex Philatelics Ltd and The Fine Art Auction Group Limited ("TFAAG"), has become an important player in the global collectibles market. The boards of Stanley Gibbons and Noble both believe that the combination of the two businesses has considerable strategic and financial logic. Further details of the Acquisition can be found in the announcement setting out the details of the Acquisition, which was jointly released by Stanley Gibbons and Noble earlier today.

Based on the Placing Price, the Acquisition values Noble at approximately £45.3m and each Noble Share at 255 pence.

The Placing Price represents a 2.8 per cent. discount to the closing mid-market price of 303.5 pence per Ordinary Share based on the closing price of an Ordinary Share on 25 September 2013, being the last business day prior to the date of this announcement.

The Placing Shares when issued, will represent in aggregate approximately 29 per cent. of the enlarged issued share capital of the Company following completion of the Acquisition and the Placing ("Completion"). The number of Ordinary Shares in issue following Completion will be approximately 46.14m.

As part of the Placing, certain directors of Stanley Gibbons have conditionally agreed to subscribe for an aggregate of 205,084 Placing Shares as follows:

Application will be made to the London Stock Exchange for the Placing Shares and New Stanley Gibbons Shares to be admitted to trading on AIM ("Admission"). It is expected that Admission will become effective and that dealings in the new Stanley Gibbons shares will commence at 8.00 a.m. on the business day following the date on which the Scheme becomes effective, which is expected to be on or around 22 November 2013.

The Placing Shares and New Stanley Gibbons Shares, once issued, will be credited as fully paid and will rank pari passu in all respects with the Company's existing issued Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid on or after the date of issue.

The Placing Shares are not being offered to shareholders of the Company on a pre-emptive basis because the Board has concluded, having taken appropriate advice, that it is not in the best interests of the Company to make such a pre-emptive offer due to the time and cost involved and the necessity to complete the Acquisition successfully and in a timely manner. The Company has, however, committed to include a resolution at its next AGM to propose the adoption of UK Companies Act 2006 equivalent pre-emption rights within the Company's articles of incorporation.

Michael Hall, Chief Executive of The Stanley Gibbons Group plc, said:

"We are extremely excited about the acquisition of Noble, and feel that the deal is fully aligned with our vision to become a key player in the global collectibles market. I am looking forward to welcoming Ian Goldbart onto the board and the executive team, and the rest of the Noble team into Stanley Gibbons, where their expertise will provide a key contribution to our future. The board and I would like to thank our institutional investors for supporting this acquisition."

Enquiries:

The Stanley Gibbons Group PLC

Michael Hall (Chief Executive) Tel: +44 (0) 1534 766711

Peel Hunt LLP - Financial adviser, NOMAD and broker to Stanley Gibbons

Dan Webster, Richard Brown, Matthew Armitt Tel: +44 (0) 20 7418 8900

Important Notice

Neither the content of the Company's website nor any website accessible by hyperlinks to the Company's website is incorporated in, or forms part of, this announcement. The distribution of this announcement and any other documentation associated with the Placing and/or the Acquisition into jurisdictions other than the United Kingdom may be restricted by law. Persons into whose possession these documents come should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws or regulations of any such jurisdiction. In particular, such documents should not be distributed, forwarded to or transmitted, directly or indirectly, in whole or in part, in, into or from the United States, Australia, Canada, Japan or the Republic of South Africa or any other jurisdiction where to do so may constitute a violation of the securities laws or regulations of any such jurisdiction (each a "Restricted Jurisdiction").

No action has been taken by the Company or any other person that would permit an offer of the Placing Shares or possession or distribution of this announcement or any other documentation or publicity material in any jurisdiction where action for that purpose is required, other than in the United Kingdom.

Neither the Placing Shares nor the New Stanley Gibbons Share have been nor will be registered under the US Securities Act 1933 (as amended) (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and, accordingly, may not be offered, sold, resold, taken up, transferred, delivered or distributed, directly or indirectly, within the United States except in reliance on an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.

There will be no public offer of the Placing Shares in the United States. The Placing Shares are being offered and sold outside the US in reliance on Regulation S under the US Securities Act. The Placing Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the US or any other US regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of the offering of the Placing Shares or the accuracy or adequacy of this announcement. Any representation to the contrary is a criminal offence in the US.

This announcement is for information purposes only and does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in any jurisdiction and should not be relied upon in connection with any decision to subscribe for or acquire any of the Placing Shares. In particular, this announcement does not constitute or form part of any offer to issue or sell, or the solicitation of an offer to acquire, purchase or subscribe for, any securities in the United States.

This announcement has been issued by, and is the sole responsibility of, the Company. No person has been authorised to give any information or to make any representations other than those contained in this announcement and, if given or made, such information or representations must not be relied on as having been authorised by the Company or Peel Hunt LLP ("Peel Hunt"). Subject to the AIM Rules for Companies, the issue of this announcement shall not, in any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this announcement or that the information contained in it is correct at any subsequent date.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting for the Company and no one else in connection with the Placing and the Acquisition and will not regard any other person (whether or not a recipient of this announcement) as a client in relation to the Placing and/or the Acquisition and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice in relation to the Placing and/or the Acquisition or any matters referred to in this announcement.

Apart from the responsibilities and liabilities, if any, which may be imposed on Peel Hunt by the Financial Services and Markets Act 2000, Peel Hunt does not accept any responsibility whatsoever for the contents of this announcement, and makes no representation or warranty, express or implied, for the contents of this announcement, including its accuracy, completeness or verification, or for any other statement made or purported to be made by it, or on its behalf, in connection with the Company or the Placing Shares or the Placing or the Acquisition, and nothing in this announcement is or shall be relied upon as, a promise or representation in this respect whether as to the past or future. Peel Hunt accordingly disclaims to the fullest extent permitted by law all and any liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of this announcement or any such statement.

This announcement may include statements that are, or may be deemed to be, "forward-looking statements". These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include matters that are not historical facts. They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets. By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Actual results and developments could differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements may and often do differ materially from actual results. Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity. Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect. Save as required by law or by the AIM Rules for Companies, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.