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Stanley Gibbons Group PLC   -  SGI   

Result of EGM and Completion of Transaction

Released 12:00 16-Mar-2018

RNS Number : 0107I
Stanley Gibbons Group PLC
16 March 2018


(the "Company")

Result of Extraordinary General Meeting and Completion of Proposed Transaction

Resolutions relating to the Subscription

The Company announces that at the Extraordinary General Meeting held earlier today, all Resolutions were duly passed.

All of the conditions to completion of the Subscription Letter save for those relating to the termination of the Subscription Letter, completion of the Escrow and Framework Agreement and Admission, have now been satisfied or waived.


Application has been made to the London Stock Exchange for the Subscription Shares to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings will commence in such shares at 8:00 a.m. on 19 March 2018.

Completion of the Proposed Transaction

Provided that the Subscription Letter and the Escrow and Framework Agreement are not terminated in accordance with their terms prior to Admission, under the terms of the Subscription Letter and the Escrow and Framework Agreement, completion of the Subscription, the Debt Restructuring and the Acquisition will occur simultaneously with Admission.

Change in Directors

As previously announced, on and with effect from Admission, Henry Turcan will cease to be a director of the Company and Graham Elliott Shircore will be appointed as a non-executive director of the Company.

Mr Graham Elliott Shircore, aged 36, has not been a director of any companies during the five years preceding the date of this announcement.

At the date of this announcement, Mr Graham Elliott Shircore does not have any beneficial interest in the ordinary shares of the Company. Following Admission, Phoenix UK Fund, a company managed by PAMP as investment manager (of which Mr Graham Elliott Shircore is an employee), will hold ordinary shares in the Company, representing approximately 58.09 per cent. of the Company's issued share capital.

Save for the disclosures above, there are no further disclosures to be made in accordance with Rule 17 and Schedule 2(g) of the AIM Rules.

Total voting rights

Following Admission, the Company will have 426,916,643 Ordinary Shares in issue. There are no shares held in treasury. The total voting rights in the Company will therefore be 426,916,643 and Shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the FCA's Disclosure, Guidance and Transparency Rules.


Capitalised terms used in this announcement shall have the meaning given in the Company's announcement of 23 February 2018, unless otherwise defined.



The Stanley Gibbons Group plc

Harry Wilson

Andrew Cook 


+44 (0)207 836 8444

finnCap Ltd (Nomad and Broker)

Stuart Andrews / Christopher Raggett / Anthony Adams (corporate finance)


+44 (0)20 7220 0500

Yellow Jersey PR (Financial PR)

Charles Goodwin

+44 (0)7747 788 221


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Result of EGM and Completion of Transaction - RNS