The Stanley Gibbons Group plc
("Stanley Gibbons" or the "Company")
The Stanley Gibbons Group plc is pleased to announce that
today it has conditionally agreed to acquire the assets of
Stampwants.com Inc, trading as bidStart ("bidStart"), a
US-based collectibles business, for a total consideration of
USD 1.0 million (the "Acquisition").
In order to finance the cash portion of the Acquisition and
to meet the significant working capital requirements to
develop its online collectibles trading platform, Peel Hunt
LLP ("Peel Hunt") has conditionally placed 3,076,923 new
ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares") with new and existing shareholders at a
price of 195 pence per new Ordinary Share (the "Placing").
bidStart is a US-based online collectibles trading platform
with particular focus on the stamp and postcard markets. The
business operates a customised search engine specifically
built for the trading of collectibles, providing a fully
transparent marketplace for buyers and sellers.
Since inception, bidStart has sold over 3.5 million items,
with over 70 per cent. of sellers providing recurring
revenues to bidStart through store subscription services.
There are currently over 6.4 million lots available for sale
on bidStart, 3 million of which are stamp lots. For the year
ended 31
December 2011, total revenues of USD 0.3 million was
generated. Commission fees are the main source of revenue for
bidStart and revenues are also generated from subscription
fees, upgrade fees, public/live auctions, and
advertising.
In the last few years Stanley Gibbons has made a significant
investment in its own website and back office systems in
order to drive online opportunities, with a strategy of
becoming more of a service provider than a traditional
dealer. The new Stanley Gibbons website was launched in May
2011 and since then, the Company has reported significant
increases in revenue from this channel. The next phase of the
Company's internet strategy is the launch of a trading
platform to access the low value/high volume end of the
philatelic market and the Acquisition provides Stanley
Gibbons with the opportunity to leverage its brand in this
market globally.
The objective for Stanley Gibbons post the Acquisition is to
utilise its brand, network, industry expertise and financial
strength to rapidly grow the bidStart platform and to build
on bidStart's technology to create a substantial collectibles
trading platform.
Under the terms of the Acquisition, Stanley Gibbons will pay
USD 0.6 million in cash and issue
20,035 new Ordinary Shares (the "Minority Shareholder
Consideration Shares") to the minority shareholders of
Stampwants.com, Inc. upon closing (with such issuances being
made either directly
to such minority shareholders, or to Stampwants.com, Inc. for
the benefit of such minority shareholders).
In addition, deferred consideration of 91,588 new Ordinary
Shares (the "Deferred Consideration Shares") shall be issued
to the majority shareholder, Mark Rosenberg, eighteen months
after the date of closing (the "Deferred Consideration
Date"). The Deferred Consideration Shares shall be
subject to a deduction in an amount necessary to satisfy any
indemnification claims made by Stanley Gibbons under the
Asset Purchase Agreement prior to the Deferred Consideration
Date.
The closing of the Acquisition remains subject to completion
of the Placing and is expected to take place on or about 2
November 2012.
The President and majority shareholder of Stampwants.com,
Inc. Mark Rosenberg (age 29) will sit on the board of Stanley
Gibbons E-Commerce Limited, the Company's newly formed Jersey
subsidiary. In addition, he has contracted to remain with the
bidStart business as the President and Chief Executive
Officer of Stanley Gibbons (US), Inc., the Company's newly
formed US subsidiary (which has been incorporated for the
purposes of the Acquisition). As the CEO and an employee of
Stanley Gibbons (US), Inc., Mr. Rosenberg will assist with
the development and management of Stanley Gibbons' global
e-commerce operations pursuant to a services agreement
between the two companies. Further, Mr. Rosenberg has
undertaken with the Company not to dispose of any Deferred
Consideration Shares for a minimum of thirty-six months
following closing of the Acquisition (i.e., eighteen
additional months after the expected issuance of such shares
to Mr. Rosenberg on the Deferred Consideration Date).
Peel Hunt is acting as Nominated Adviser, broker and placing
agent to the Company.
Within the terms of the placing agreement entered into today
between Peel Hunt and the Company (the "Placing
Agreement"), Peel Hunt has conditionally raised GBP 6
million (before expenses) by the issue of 3,076,923 new
Ordinary Shares (the "Placing Shares") with
existing and new institutional investors at a placing price
of 195 pence per Ordinary Share, representing a discount of
11.6 per cent. to the closing price of 220.5 pence per
Ordinary Share on 30 October 2012.
The following Directors will be participating in the Placing
and subscribing for the following number of Placing Shares:
Name | Role | No. of Placing Shares | Holding post Placing |
Martin Bralsford | Chairman | 52,500 | 102,500 |
John Byfield | Corporate Development Director | 17,948 | 27,948 |
Sir Michael Wilkes | Non-executive Director | 3,589 | 9,289 |
Martin Magee | Non-executive Director | 1,750 | 2,676 |
The Placing proceeds will be used to finance the cash portion
of the Acquisition consideration and to accelerate and
enhance the bidStart trading platform. The objective is to
make significant additional investment in the working capital
of bidStart in terms of personnel, technology and marketing
over the three years following the Acquisition. The Placing
will also provide the Company with funds to pursue other
growth opportunities in its core businesses.
The Placing Shares and the Minority Shareholder Consideration
Shares when issued will represent, in aggregate,
approximately 10.9 per cent. of the total issued share
capital in the Company. The number of Ordinary Shares in
issue following the issue of the Placing Shares and the
Minority Shareholder Consideration Shares will be
28,411,227.
Application has been made to the London Stock Exchange for
the Placing Shares and the Minority Shareholder Consideration
Shares to be admitted to trading on AIM. It is anticipated
that dealings in the Placing Shares and the Minority
Shareholder Consideration Shares will commence at 8:00 a.m.
on 2 November 2012 ("Admission").
The Placing is conditional, inter alia, upon Admission
becoming effective and the Placing Agreement becoming
unconditional in all respects by no later than 8:00 a.m. on 2
November 2012 or such later date (being not later than 8:00
a.m. on 15 November 2012) as the Company and Peel Hunt may
agree.
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 Placing Shares and the Minority Shareholder Consideration
Shares, once issued, will be credited as fully paid and will
rank pari passu in all respects with the Company's
existing Ordinary Shares, including the right to receive all
dividends and other distributions declared, made or paid
after the date of issue.
The group is trading materially in line with market
expectations, although year end results remain dependent on
the key trading period that is the final quarter of the
financial year.
Michael Hall, Chief Executive of The Stanley Gibbons Group
plc, said:
"Following the sizeable investment in our databases and
website in recent years, the acquisition of bidStart and
associated fundraising is expected to enable the acceleration
of the delivery of the key aspect of our online strategy and
consequent shareholder returns. I believe the bidStart
technology is the best in the collectibles market. I am also
confident that the founder and majority shareholder, Mark
Rosenberg, will prove a key asset to the group in developing
the opportunities associated with taking the Stanley Gibbons
brand online globally."
The Stanley Gibbons Group plc
Michael Hall, Chief Executive +44 (0) 1534 766711
Donal Duff, Chief Operating Officer and Finance Director
Peel Hunt LLP, NOMAD/Broker
Dan Webster/Matthew Armitt/Richard Brown +44 (0) 20 7418 8900
This announcement has been issued by and is the sole
responsibility of the Company. No representation or warranty,
express or implied, is or will be made as to, or in relation
to, and no responsibility or liability is or will be accepted
by Peel Hunt LLP or by any of their respective affiliates or
agents as to, or in relation to, the accuracy or completeness
of this announcement or any other written or oral information
made available to or publicly available to any interested
party or its advisers, and any liability therefore is
expressly disclaimed.
Peel Hunt LLP, which is authorised and regulated in the
United Kingdom by the UK Financial Services Authority
('FSA'), is acting as nominated adviser and broker
to the Company and for no-one else in connection with the
Placing, and will not be responsible to anyone other than the
Company for providing the protections afforded to its clients
or for providing advice to any other person in relation to
the Placing or any other matter referred to herein.
The distribution of this announcement and the offering of the
Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by the Company or its advisers
that would permit an offering of such shares or possession or
distribution of this announcement or any other offering or
publicity material relating to such shares in any
jurisdiction where action for that purpose is required.
Persons into whose possession this announcement comes are
required by the Company and its advisers to inform themselves
about, and to observe such restrictions.
The information in this announcement shall not constitute an
offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of, the securities referred to herein
in any jurisdiction in which such offer, solicitation or sale
would require preparation of a prospectus or other offer
documentation, or be unlawful prior to registration,
exemption from registration or qualification under the
securities laws of any such jurisdiction.
No public offer of securities of the Company is being made in
Australia, the United Kingdom, the United States or
elsewhere. The information in this announcement does not
constitute or form a part of any offer or solicitation to
purchase or subscribe for securities in the United States.
The securities mentioned herein have not been, and will not
be, registered under the United States Securities Act of 1933
as amended ('the Securities Act') and the
securities may not be offered or sold in the United States
except pursuant to an exemption from the registration
requirements of the Securities Act. There will be no public
offer of securities in the United States.
The information in this announcement may not be forwarded or
distributed to any other person and may not be reproduced in
any manner whatsoever. Any forwarding, distribution,
reproduction, or disclosure of this information in whole or
in part is unauthorised. Failure to comply with this
directive may result in a violation of the Securities Act or
the applicable laws of other jurisdictions.
This announcement includes 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
"objective", "anticipates",
"believes", "plans", "expects",
"intends", "may", or "will" or,
in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These
forward-looking statements include all matters that are not
historical facts. They appear in a number of places
throughout this announcement and include, but are not limited
to, statements regarding the Company's intentions,
beliefs or current expectations concerning, among other
things, the group's financial position, prospects,
growth, strategies and expectations.
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