Gibbons Mallett Offer

5/19/2018 Gibbons Mallett Offer

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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

ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD

CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Recommended Cash Offer

by

The Fine Art Auction Group Limited

(a wholly owned subsidiary of The Stanley Gibbons Group plc)

for

Mallett PLC

The boards of Mallett and Stanley Gibbons are today pleased to announce that they have reached

agreement on the terms of a recommended cash offer to be made by TFAAG, a wholly-ownedsubsidiary of Stanley Gibbons, for the whole of the issued and to be issued share capital of Mallett.

The Offer will be 60 pence per Mallett Share payable in cash, which values the issued and to beissued share capital of Mallett at approximately 8.6 million and represents a premium ofapproximately:

23.7 per cent. to the Closing Price of 48.5 pence per Mallett Share on 26 September 2014(being the last Business Day prior to the date of this announcement); and

11.1 per cent. to the average Closing Price per Mallett Share of approximately 54.0 penceover the three month period ended 26 September 2014 (being the last Business Day prior tothe date of this announcement).

TFAAG has received irrevocable undertakings to accept the Offer in respect of a total of 10,247,700Mallett Shares, representing, in aggregate, approximately 74.3 per cent. of Mallett s existing issuedshare capital. These irrevocable undertakings to accept the Offer demonstrate the support for theOffer from Mallett Shareholders. Included within these irrevocable undertakings are irrevocableundertakings from the Mallett Directors to accept the Offer in respect of their entire legal andbeneficial holdings, representing, in aggregate, 24,200 Mallett Shares, representing approximately 0.2per cent. of the existing issued share capital of Mallett.

The Mallett Board, which has been so advised by Smith Square Partners, considers the termsof the Offer to be fair and reasonable. In providing advice to the Mallett Board, Smith SquarePartners has taken into account the commercial assessments of the Mallett Board.

Accordingly, the Mallett Board unanimously recommends that Mallett Shareholders accept the

Offer, as the Mallett Directors have irrevocably undertaken to do in respect of their entire legaland beneficial holdings, which, in aggregate, amount to 24,200 Mallett Shares, representingapproximately 0.2 per cent. of the existing issued share capital of Mallett.

Commenting on the Offer, Martin Bralsford, Chairman of Stanley Gibbons, said:

Stanley Gibbons is committed to delivering its established strategy to become a leading onlinecollectibles marketplace and a global auction house for fine and decorative arts, collectibles and othervaluables. We are delighted that the board of Mallett has recommended the Offer, a logical andaffordable next step for us to acquire a valuable brand and relevant assets. The Mallett business willexpand Stanley Gibbonss expertise into an adjacent collectibles area, drive significant cross-sellingopportunities across the combined businesses and build a stronger auction platform in the collectiblesmarketplace.


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Commenting on the Offer, Lord Daresbury, Non-Executive Chairman of Mallett, said:

The Mallett Board believes that Malletts business would benefit from becoming part of a larger groupwith resources to support its development. In addition, the Offer provides Mallett Shareholders withthe opportunity to realise their investment in cash for a fair price now.

This summary should be read in conjunction with, and is subject to, the full text of thisannouncement and the Appendices. The Offer will be subject to the Conditions and certain

further terms set out in Appendix 1 to this announcement and to the full terms and conditions

which will be set out in the Offer Document. The bases of calculations and sources of certain

financial information contained in this announcement, and certain additional financial and

operational information, are set out in Appendix 2 to this announcement. Details of the

irrevocable undertakings received by Stanley Gibbons in relation to the Offer are set out in

Appendix 3 to this announcement. Certain definitions and terms used in this announcement

are set out in Appendix 4 to this announcement.

Enquiries:

The Stanley Gibbons Group plc

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

Mallett PLC

Giles Hutchinson Smith (Chief Executive) Tel: +44 (0) 20 7499 7411

Peel Hunt LLP (financial adviser, nomad and broker to Stanley Gibbons)

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

Smith Square Partners LLP (financial adviser to Mallett)

John Craven, Jade Jack Tel: +44 (0) 20 3696 7260

Tavistock (financial PR to Stanley Gibbons)

Lulu Bridges / Teresa Towner Tel: +44 (0) 20 7920 3150

This announcement is for information only and is not intended to and does not constitute, or form partof any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of anyvote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solelythrough the Offer Document, which, together with the Form of Acceptance (in relation to MallettShareholders holding shares in certificated form only) will contain the full details, terms and conditions

of the Offer, including the details of how to accept the Offer. Any response to the Offer should bemade only on the basis of the information contained in the Offer Document.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial ConductAuthority, is acting exclusively for TFAAG and Stanley Gibbons and no-one else in connection withthe Offer and other matters referred to in this announcement and will not be responsible to anyoneother than TFAAG and Stanley Gibbons for providing the protections afforded to clients of Peel Huntor for providing advice in relation to the Offer, the contents of this announcement or any other matterreferred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Peel Hunt in connection with this announcement andany statement contained herein or otherwise.

Smith Square Partners, which is authorised and regulated in the United Kingdom by the FinancialConduct Authority, is acting exclusively for Mallett and no-one else in connection with the Offer andother matters referred to in this announcement and will not be responsible to anyone other thanMallett for providing the protections afforded to clients of Smith Square Partners or for providingadvice in relation to the Offer, the contents of this announcement or any other matter referred to


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herein. Neither Smith Square Partners nor any of its affiliates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Smith Square Partners in connection with thisannouncement and any statement contained herein or otherwise.

Overseas Shareholders

The availability of the Offer or the distribution of this announcement to Mallett Shareholders who are

not resident in the United Kingdom may be affected by the laws and regulations of the relevant

jurisdiction in which they are located or of which they are citizens. Any persons who are subject to the

laws and regulations of any jurisdiction other than the United Kingdom should inform themselves of,

and observe, any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to

comply with the requirements of such jurisdictions may constitute a violation of the securities laws of

such jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Offer

Document.

The release, publication or distribution of this announcement in jurisdictions other than in 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, anyapplicable requirements. Any failure to comply with the applicable restrictions may constitute a

violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable

law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such

restrictions by any person. This announcement has been prepared for the purposes of complying with

English law, the AIM Rules, the rules of the London Stock Exchange 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 the United

Kingdom.

The Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would

violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal

documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded,distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that

jurisdiction.

Forward-looking statements

This announcement, including information included or incorporated by reference in thisannouncement, oral statements made with regard to the Offer and other information published byT F A A G , S t a n l e y G i b b o n s a n d M a l l e t t c o n t a i n s t a t e m e n t s t h a t a r e o r m a y b e d e e m e d t o b e f o r w a r d -l o o k i n g s t a t e m e n t s . T h e s e s t a t e m e n t s a r e p r o s p e c t i v e i n n a t u r e a n d a r e n o t b a s e d o n h i s t o r i c a l facts, but rather on the current expectations of the management of TFAAG, Stanley Gibbons and/orMallett about future events and are naturally subject to uncertainty and changes in circumstanceswhich could cause actual events to differ materially from the future events expected or implied by theforward-looking statements. The forward-looking statements contained herein include statementsabout the expected effects of the Offer on TFAAG, Stanley Gibbons and/or Mallett, the expectedtiming and scope of the Offer, synergies, other strategic options and all other statements in thisannouncement other than historical facts. Forward-looking statements may (but will not always)i n c l u d e , w i t h o u t l i m i t a t i o n , s t a t e m e n t s t y p i c a l l y c o n t a i n i n g w o r d s s u c h a s t a r g e t s , p l a n s , a i m s , i n t e n d s , e xp e c t s , a n t i c i p a t e s , b e l i e v e s e s t i m a t e s , w i l l , m a y , b u d g e t , f o r e c a s t s a n d s h o u l d a n d w o r d s o f s i m i l a r i m p o r t . B y t h e i r n a t u r e , f o r w a r d -looking statements involve risk anduncertainty because they relate to events and depend on circumstances that will occur in the future.These forward-looking statements are not guarantees of future performance and have not beenreviewed by the auditors of TFAAG, Stanley Gibbons or Mallett. There are a number of factors thatcould cause actual results and developments to differ materially from those expressed or implied bysuch forward-looking statements. These factors include, but are not limited to, the satisfaction of the

Conditions to the Offer, as well as additional factors, such as changes in economic conditions,changes in the level of capital investment, success of business and operating initiatives andr e s t r u c t u r i n g o b j e c t i v e s , c u s t o m e r s s t r a t e g i e s a n d s t a b i l i t y , c h a n g e s i n t h e r e g u l a t o r y e n v i r o n m e n t ,fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural


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phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factorscould cause actual results to differ materially from those in the forward looking statements.

Investors should not place undue reliance on any forward-looking statements and none of TFAAG,Stanley Gibbons, any member of the Stanley Gibbons Group nor Mallett, any member of the MallettGroup, nor any of their respective advisers, associates, directors or officers undertakes any obligation

to update publicly, expressly disclaim or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required or provides anyrepresentation, assurance or guarantee that the occurrence of events expressed or implied in anyforward looking statement in this announcement will actually occur.

The statements contained in this announcement are made as at the date of this announcement,unless some other time is specified in relation to them, and the provision of copies of thisannouncement shall not give rise to any implication that there has been no change in the facts set outherein since such date.

No profit forecast

Nothing contained in this announcement is intended, or shall be deemed, to be a profit forecast, profit

estimate or projection, and no statement in this announcement should be interpreted to mean that theearnings or earnings per ordinary share of Stanley Gibbons or Mallett, as appropriate, for the currentor future financial years will necessarily match or exceed the historical or published earnings orearnings per ordinary share of Stanley Gibbons or Mallett, as appropriate.

Disclosure requirements of the Code

The disclosure requirements of the Code are set out in more detail in Rule 8 of the Code. Under Rule8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevantsecurities of Mallett or of any securities exchange offeror (being any offeror other than an offeror inrespect of which it has been announced that its offer is, or is likely to be, solely in cash) must make anOpening Position Disclosure following the commencement of the offer period and, if later, followingthis announcement in which any securities exchange offeror is first identified.

A n O p e n i n g Po s i t i o n D i s c l o s u r e m u s t c o n t a i n d e t a i l s o f t h e p e r s o n i n t e r e s t s a n d s h o r t p o s i t i o n s i n , and rights to subscribe for, any relevant securities of each of (i) Mallett and (ii) any securitiesexchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies mustbe made by no later than 3.30 p.m. (London time) on the 10th Business Day following thecommencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the10th Business Day following this Announcement or any announcement in which any securitiesexchange offeror is first identified. Relevant persons who deal in the relevant securities of Mallett or ofa securities exchange offeror prior to the deadline for making an Opening Position Disclosure mustinstead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more ofany class of relevant securities of Mallett or of any securities exchange offeror must make a Dealing

Disclosure if the person deals in any relevant securities of Mallett or of any securities exchangeofferor. A Dealing Disclosure must contain details of the dealing concerned a n d o f t h e p e r s o n interests and short positions in, and rights to subscribe for, any relevant securities of each of (i)Mallett and (ii) any securities exchange offeror, save to the extent that these details have previouslybeen disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must bemade by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevantdealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal orinformal, to acquire or control an interest in relevant securities of Mallett or a securities exchangeofferor, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Mallett and by any offeror and DealingDisclosures must also be made by Mallett, by any offeror and by any persons acting in concert withany of them (see Rules 8.1, 8.2 and 8.4 of the Code).


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Details of the offeree and offeror companies in respect of whose relevant securities Opening PositionDisclosures and Dealing Disclosures must be made can be found in the Disclosure Table on theT a k e o v e r P n e l w e b s i t e a t w w w .t h e t a k e o v e r p a n e l . o r g .u k , i n c l u d i n g d e t a i l s o f t h e n u m b e r o f r e l e v a n t securities in issue, when the offer period commenced and when any offeror was first identified.

Y u s h o u l d c o n t a c t t h e P a n e l M a r k e t S u r v e i l l a n c e U i t o n +4 4 ( 0)20 3 01 29 i f y o u a r e i n a n y

doubt as to whether you are required to make an Opening Position Disclosure or a DealingDisclosure.

Information relating to Mallett Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Mallett

Shareholders, persons with information rights and other relevant persons for the receipt of

communications from Mallett may be provided to TFAAG during the Offer Period as requested under

Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

P b l i c a t i o n o n S t a n l e y G i b b o n s w e b s i t e n d M a l l e t t w e b s i t e

Copies of this announcement and the documents to be put on display pursuant to Rule 26.1 of the

Code, will be available free of charge, subject to certain restrictions relating to persons resident in

Restricted Jurisdictions, o n S t a n l e y G i b b o n s w e b s i t e a t w w w .s t a n l e y g i b b o n s . c o m u n d e r t h e

C o r p o r a t e s e c t i o n a n d o n M a l l e t t w e b s i t e a t w w w .m a l l e t t antiques.com under the Corporate

Information section by no later than 12 noon (London time) on the day following this announcement.

N e i t h e r t h e c o n t e n t s o f M a l l e t t w e b s i t e n o r S t a n l e y G i b b o n s w e b s i t e , n o r t h e c o n t e n t s o f a n y website accessible from hyperlinks on such websites (or any other website) is incorporated into, orforms part of, this announcement nor, unless previously published by means of a RegulatoryInformation Service, should any such content be relied upon in reaching a decision regarding thematters referred to in this announcement.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Mallett confirms that on 26 September 2014, being the

latest practicable Business Day prior to the date of this announcement, it had 13,800,060 ordinary

shares in issue all with equal voting rights. The total number of voting rights in Mallett is therefore

13,800,060. The International Securities Identification Number for Mallett's ordinary shares is

GB0005583504.


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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 OR

ANY JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD

CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Recommended Cash Offer

by

The Fine Art Auction Group Limited

(a wholly owned subsidiary of The Stanley Gibbons Group plc)

for

Mallett PLC

Introduction

The boards of Mallett and Stanley Gibbons are today pleased to announce that they have reachedagreement on the terms of a recommended cash offer to be made by TFAAG, a wholly-ownedsubsidiary of Stanley Gibbons, for the whole of the issued and to be issued share capital of Mallett.

Summary of the Offer

The Offer, which will be subject to the Conditions and further terms set out in the Offer Document and,in respect of Mallett Shares in certificated form, in the Form of Acceptance, will be 60 pence perMallett Share payable in cash, which values the issued and to be issued share capital of Mallett atapproximately 8.6 million and represents a premium of approximately:

23.7 per cent. to the Closing Price of 48.5 pence per Mallett Share on 26 September 2014

(being the last Business Day prior to the date of this announcement); and 11.1 per cent. to the average Closing Price per Mallett Share of approximately 54.0 pence

over the three month period ended 26 September 2014 (being the last Business Day prior tothe date of this announcement).

TFAAG has received irrevocable undertakings to accept the Offer in respect of a total of 10,247,700Mallett Shares, representing, in aggregate, approximately 74.3 per cent. of Mallett s existing issuedshare capital. These irrevocable undertakings to accept the Offer demonstrate the support for theOffer from Mallett Shareholders. Included within these irrevocable undertakings are irrevocableundertakings from the Mallett Directors to accept the Offer in respect of their entire legal andbeneficial holdings, representing, in aggregate, 24,200 Mallett Shares, representing approximately 0.2per cent. of the existing issued share capital of Mallett.

The Offer will extend to all Mallett Shares unconditionally allotted or issued and fully paid on the dateof the Offer and any Mallett Shares which are unconditionally allotted or issued and fully paid(including any which are allotted or issued pursuant to the Mallett Share Schemes) before the dateand time upon which the Offer ceases to be open for acceptance or any earlier time as TFAAG may,subject to the Code or with the consent of the Panel, decide.

Mallett Shares to be acquired under the Offer will be acquired by TFAAG fully paid and with full titleguarantee and free from all liens, charges, encumbrances, equitable interests, options, rights of pre-emption and any other third party rights and interests of any nature whatsoever and together with allrights now and hereafter attaching thereto, including, without limitation, voting rights and the right, infull, to all dividends and other distributions announced, declared, made or paid hereafter.

Recommendation

The Mallett Board, which has been so advised by Smith Square Partners, considers the terms of theOffer to be fair and reasonable. In providing advice to the Mallett Board, Smith Square Partners hastaken into account the commercial assessments of the Mallett Board.


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Accordingly, the Mallett Board unanimously recommends that Mallett Shareholders accept the Offer,as the Mallett Directors have irrevocably undertaken to do in respect of their entire legal andbeneficial holdings, which, in aggregate, amount to 24,200 Mallett Shares, representing approximately0.2 per cent. of the existing issued share capital of Mallett.

Information on Stanley Gibbons and TFAAG

Established in 1856, Stanley Gibbons is the best known global brand in rare stamps. The business isinvolved in the dealing and auctioning of stamps, rare coins, and other collectibles.

Stanley Gibbons operates through several different businesses, each supplementing the cornerstoneStanley Gibbons brand. These include Baldwins, Dreweatts & Bloomsbury Auctions, FrasersAutographs, Benham, Apex and Murray Payne.

Stanley Gibbons is headquartered in Jersey and also operates out of London, Guernsey, Singapore,Hong Kong and the USA.

TFAAG is a wholly-owned UK subsidiary of Stanley Gibbons. TFAAG trades as Dreweatts &

Bloomsbury Auctions. Dreweatts, originally established in Newbury in 1759, is a leading UKauctioneer of general estates. Selling primarily from premises at Donnington Priory near Newbury, the

firm has a diverse calendar of specialist auctions, and secondary salerooms in both Bristol and

Godalming. Bloomsbury Auctions is a leading auctioneer of works on paper, including antiquarian

books, ancient manuscripts, modern first editions, contemporary prints and photographs. Its Maddox

Street, Mayfair premises also host Dreweatts auctions of fine jewellery, watches and antique silver.

Information on Mallett

Mallett is one of the oldest established antique dealers in the world, specialising in the finest pieces offurniture and works of art, including pictures, clocks and other high quality objets dart, primarily fromthe 18th century and Regency periods. For over 100 years Mallett has been sourcing important

antiques for private collectors and the great museums of the world.

The business was founded in 1865 in Bath by John Mallett, a jeweller and silversmith, and wascarried on by his son, Walter Mallett, who expanded the trade to include old silver and furniture. In1910 a shop was opened in New Bond Street, London. This became the businesss principalshowroom in 1937. In 2003 the business opened its showroom in Madison Avenue, New York, thusestablishing itself in the two major centres of the international antiques market, London and NewYork.

As well as dealing in antique furniture and works of art, Mallett has for many years had a restorationdivision with highly skilled craftsmen, including cabinet makers, polishers and gilders, restoring andconserving pieces for museums and private collectors. In 2007 Mallett merged this department into HJ Hatfield & Sons Limited, one of the longest established and highly respected restoration businesses

in the world. Mallett owns 60 per cent. of the merged entity with the existing owner of H J Hatfield &Sons Limited, Gurr Johns Limited, retaining 40 per cent. The enlarged business offers high qualityrestoration across a wide range of skills.

Background to and reasons for the Offer

Stanley Gibbons is committed to delivering its established strategy to become a leading onlinemarketplace and a global auction house for fine and decorative arts, collectibles and other valuables.The acquisition of Noble Investments (UK) plc in late 2013 allowed Stanley Gibbons to significantlyenhance its portfolio of collectibles expertise through the addition of Baldwins, one of the mostrespected co-6(v)6(er )-(a)-9(te )-32( )-107(ac3>-251-34-3e)4( )-58454st


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The Stanley Gibbons Directors believe that the acquisition of Mallett will drive the following benefitsfor the Stanley Gibbons Group and Mallett stakeholders:

broaden Stanley Gibbons s portfolio of collectibles expertise, particularly for fine anddecorative arts and antiques;

drive significant cross-selling opportunities amongst a joint client base that has a strong

interest in collectibles; build a stronger auction platform by combining Mallett s brand with the Stanley Gibbons

Groups Dreweatts & Bloomsbury Auctions business;

accelerate the rationalisation of Stanley Gibbons s existing property portfolio by utilisingMalletts prestigious locations in Dover Street, London, and Madison Avenue, New York;

deliver earnings enhancement for the Stanley Gibbons Group in the first full year of itsownership as a result of revenue opportunities and readily achievable cost savings.

Background to and reasons for the Mallett Boards recommendation

Mallett has been sourcing important antiques for private collectors and the great museums of theworld for over 100 years. However, in recent years, demand for antique furniture and works of art hasbecome increasingly volatile. As noted in Malletts interim management statement released on 19

May 2014 and reiterated in its interim report for the six months ended 30 June 2014, released on 28August 2014, trading for the first half of the year was slower than anticipated with sales lower than forthe same period last year. This reduction in turnover was reflected in a loss before tax of 0.7 millionfor the first half of the year, compared to profit of 0.2 million for the same period of the previous year.

A significant proportion of Malletts business is driven by the sale of a relatively small number of veryhigh value pieces which have the potential to have a material effect on the companys results. Lastyear a number of high value pieces were sold in the first half of the year. Unfortunately this was notmatched in the first half of 2014 and the Mallett Board noted in its interim report for the six monthsended 30 June 2014 that an outperformance versus its budget for the second half of the financial yearwould be required to maintain full year expectations.

Having taken into consideration the recent downturn in demand for antique furniture and works of art,and the increased volatility of the business, the Mallett Board considers that Mallett s business wouldbenefit from becoming part of a larger group with resources to support its development and that theOffer will provide Mallett Shareholders with the opportunity to realise their investment in cash for a fairprice now.

Irrevocable undertakings

TFAAG has received irrevocable undertakings to accept the Offer in respect of a total of 10,247,700Mallett Shares, representing, in aggregate, approximately 74.3 per cent. of Malletts existing issuedshare capital.

The Mallett Directors have given irrevocable undertakings to accept the Offer in respect of their entirelegal and beneficial holdings, representing, in aggregate, 24,200 Mallett Shares, representingapproximately 0.2 per cent. of the existing issued share capital of Mallett.

Troy Asset Management Limited has given an irrevocable undertaking to accept, or procure theacceptance of the Offer in respect of 4,130,000 Mallett Shares, representing approximately 29.9 percent. of the existing issued share capital of Mallett, in respect of which Troy has discretionary controlon behalf of the underlying beneficial owner of such Mallett Shares.

Bronsstdet AB has given an irrevocable undertaking to accept the Offer in respect of its beneficial

holding of 3,897,500 Mallett Shares, representing approximately 28.2 per cent. of the existing issuedshare capital of Mallett.

Value Partners Family Office Foundation has given an irrevocable undertaking to accept the Offer in

respect of its beneficial holding of 897,000 Mallett Shares, representing approximately 6.5 per cent. ofthe existing issued share capital of Mallett.


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Church House Investments Limited has given an irrevocable undertaking to accept the Offer inrespect of its beneficial holding of 765,000 Mallett Shares, representing approximately 5.5 per cent. ofthe existing issued share capital of Mallett.

Mrs Sara Fenwick has given an irrevocable undertaking to accept the Offer in respect of her beneficialholding of 534,000 Mallett Shares, representing approximately 3.9 per cent. of the existing issued

share capital of Mallett.

Details of these irrevocable undertakings can be found in Appendix 3.

Financing of the Offer and cash confirmation

Subject to the Offer becoming or being declared unconditional in all respects, the considerationpayable by TFAAG under the terms of the Offer for Mallett Shares will be funded through the NewDebt Facilities.

In accordance with Rule 2.7(d) and Rule 24.8 of the Code, Peel Hunt, financial adviser to TFAAG andStanley Gibbons, confirms that it is satisfied that sufficient financial resources are available to TFAAGto satisfy in full the cash consideration payable to Mallett Shareholders for the Offer.

Offer related arrangementsconfidentiality agreement

Pursuant to a letter dated 25 September 2014 from Mallett to Stanley Gibbons, Mallett and StanleyGibbons entered into a confidentiality agreement containing certain confidentiality undertakings fromStanley Gibbons relating to the Offer and to the confidential information of Mallett in customary formand a standstill agreement by Stanley Gibbons which applies for a period of six months from the dateof the letter.

Structure of the Offer

The Offer will be an offer for cash. If the Offer becomes, or is declared, unconditional in all respectsand if TFAAG acquires the whole of the issued and to be issued share capital of Mallett, the transfer

of Mallett Shares to TFAAG will result in Mallett becoming a wholly-owned subsidiary of StanleyGibbons.

The Offer is proposed to be effected by way of a takeover offer within the meaning of Part 28 of theCompanies Act but TFAAG may, with the consent of the Panel, elect to implement the acquisition ofMallett by way of a scheme of arrangement under Part 26 of the Companies Act. Any such scheme ofarrangement will be implemented on the same terms (subject to appropriate amendments), so far asapplicable, as those which would apply to the Offer.

References to the Offer and the Offer Document in this announcement shall include, whereapplicable, such scheme of arrangement.

The Offer Document containing further details of the Offer will be posted as soon as reasonably

practicable after, and in any event within 28 days of, the date of this announcement (unless agreedotherwise with the Panel).

Conditionality of the Offer

The Offer will be subject to the Conditions and further terms set out or referred to in Appendix 1 to thisannouncement.

The Offer will be subject, amongst other things, to valid acceptances being received (and not, wherepermitted, withdrawn) by not later than 1.00 p.m. on the date that is the twenty first date after the dateon which the Offer Document is posted (or such later time(s) and/or date(s) as TFAAG may inaccordance with the Code or with the consent of the Panel, decide) in respect of not less than 75 percent. (or such lesser percentage as TFAAG may decide) in nominal value of the Mallett Shares towhich the Offer relates and of the voting rights attached to those shares, provided that this conditionwill not be satisfied unless TFAAG and/or any members of the Stanley Gibbons Group have acquiredor agreed to acquire (whether pursuant to the Offer or otherwise), directly or indirectly, Mallett Shares


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carrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable at generalmeetings of Mallett.

Disclosure of interests in Malletts securities

Stanley Gibbons confirms that it will, on the date of this announcement, make an Opening Position

Disclosure pursuant to Rule 8.1(a) of the Code.

Management, employees and locations

TFAAG and Stanley Gibbons recognise and respect the expertise of the employees of Mallett and theStanley Gibbons Board believes that the Enlarged Group will benefit from their skill and experience.The Stanley Gibbons Board also believes that the Enlarged Group should offer greater employmentopportunities to the employees within it given its scale of operations and geographical reach.

TFAAG has confirmed that, following completion of the Offer, the existing employment rights of allMallett employees will be honoured, that no changes are proposed with regard to accrual of pensionbenefits for existing members or the admission of new members, and that no material changes to theterms and conditions of any Mallett employees or to pension contributions (including any deficit

contributions to the Mallett Retirement Benefits Scheme) are currently envisaged.

The Stanley Gibbons Board and the TFAAG Board recognise that in order to achieve some of theexpected benefits of the combination of Stanley Gibbons and Mallett, it will be necessary to perform adetailed review of how best to integrate Mallett into the Enlarged Group. The current intention of theStanley Gibbons Board and the TFAAG Board is to use the Mallett site on Dover Street in London toaccelerate the rationalisation of the Stanley Gibbons Groups existing London property portfolio inorder to streamline operations and to review overlapping support services to improve the integrationof the two businesses. The Stanley Gibbons Board and the TFAAG Board do not currently intend tochange the location of any of Mallettsplaces of business or to redeploy any of its fixed assets.

We are required by Rule 24.2 of the Code to set out the possible repercussions on employment andemployee locations within both the Mallett Group and the Stanley Gibbons Group as a result of the

Offer. The Stanley Gibbons Board and the TFAAG Board believe that the result of the review mayinvolve some headcount reduction and the relocation of certain employees of both the Mallett Groupand the Stanley Gibbons Group to other locations within the Enlarged Group. Given the relativelyefficient resourcing within the support functions of both businesses, however, the Stanley GibbonsBoard and the TFAAG Board do not believe that any headcount reduction will be material in thecontext of either the Mallett Group or the Stanley Gibbons Group.

The Stanley Gibbons Board and the TFAAG Board expect the integration review to start shortly aftercompletion of the Offer and the property rationalisation and streamlining process in connection withthe Offer is expected to be materially underway within twelve months following Completion.

The Enlarged Groups headquarters will be located at Stanley Gibbonss office at Minden House,Minden Place, St Helier, Jersey JE2 4WQ, Channel Islands.

Martin Bralsford will be the chairman of the Enlarged Group, with Michael Hall and Donal Duffcontinuing to be the chief executive and the finance director respectively. Stephan Ludwig, who is thechief executive of TFAAG, will be responsible for running the combined TFAAG and Mallettbusinesses and will manage the integration of the businesses following the completion of the Offer.

As is customary, each of the Non-Executive Directors of Mallett, being Lord Daresbury and JamesHeneage, has confirmed that it is his intention to resign as a director of Mallett on the Offer becoming,or being declared, unconditional in all respects.

Mallett Share Schemes

The Offer extends to any Mallett Shares which are unconditionally allotted or issued and fully paid (orcredited as fully paid) on or before the date on which the Offer closes (or such earlier date as Mallettmay, subject to the Code, decide) including any such shares allotted or issued pursuant to the MallettShare Schemes.


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Where Mallett Shares have not been transferred to participants in the Mallett Share Schemes to settle

outstanding awards under those schemes and where such awards have not lapsed, appropriate

proposals will be made in due course to holders of those awards. These proposals will include an

uncovered award payment: to the extent that a participant has a right to acquire Shares free from

restrictions under a Mallett Share Scheme, but has not acquired Shares due to dealing restrictions

(an uncovered award), such a participant will receive a cash bonus from Mallett (subject to thededuction of income tax and employee National Insurance contributions) equal to the Offer Price,

which is subject to an uncovered award, less any acquisition price or other payment required in

respect of the uncovered award.


The distribution of this announcement, and the availability of the Offer, to persons who are not

resident in the United Kingdom may be affected by the laws of their relevant jurisdiction. Such

persons should inform themselves of and observe any applicable legal or regulatory requirements of

their jurisdiction. Mallett Shareholders who are in any doubt regarding such matters should consult an

appropriate independent professional adviser in the relevant jurisdiction without delay.

This announcement does not constitute an offer for sale of any securities or an offer or an invitation to

purchase any securities. Mallett Shareholders are advised to read carefully the Offer Document and,

in respect of Mallett Shareholders who hold their Mallett Shares in certificated form, the Form of

Acceptance, once they have been dispatched.

Compulsory acquisition, de-listing, cancellation of trading and re-registration

If TFAAG receives acceptances under the Offer in respect of, and/or otherwise acquires, 90 per cent.or more in value of the Mallett Shares to which the Offer relates (and not less than 90 per cent. of thevoting rights carried by Mallett Shares), TFAAG currently intends to exercise its rights pursuant to theprovisions of sections 979 to 982 (inclusive) of the Companies Act to acquire compulsorily any

remaining Mallett Shares to which the Offer relates on the same terms as the Offer.

Furthermore, if the Offer becomes, or is declared, wholly unconditional, and TFAAG receivessufficient acceptances from Mallett Shareholders, and/or otherwise acquires sufficient Mallett Shares,to take its shareholding to 75 per cent. or more of the Mallett Shares, TFAAG intends to procure thatMallett will make an application for the cancellation of the listing of Mallett Shares on the Official Listand for the cancellation of trading of the Mallett shares on the London Stock Exchanges main marketfor listed securities. It is anticipated that, subject to any applicable requirements of the London StockExchange, such cancellation will take effect no earlier than 20 Business Days after the date on whichthe Offer becomes, or is declared, unconditional in all respects.

It is further proposed that following the Offer becoming, or being declared, wholly unconditional andafter the Mallett Shares are no longer admitted to trading on the London Stock Exchanges main

market for listed securities, Mallett will be re-registered as a private limited company under therelevant provisions of the Companies Act.

Cancellation of the admission of Mallett Shares to trading on the London Stock Exchanges mainmarket for listed securities and re-registration as a private limited company will significantly reduce theliquidity and marketability of any Mallett Shares not assented to the Offer at that time and the value ofany such Mallett Shares may be affected as a consequence.

General

The bases of calculations and sources of certain financial information contained in this announcement

are set out in Appendix 2. Certain terms used in this announcement are defined in Appendix 4.

The Offer will be on the terms and subject to the Conditions set out in Appendix 1 of this

announcement and to be set out in the Offer Document and the Form of Acceptance. The formal Offer

Document will be sent to Mallett Shareholders (other than certain Overseas Shareholders) and, for


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information only, to participants in the Mallett Share Schemes, as soon as practicable and, in any

event, within 28 days of the date of this announcement.

Publications on websites

Copies of the following documents will, by no later than 12 noon (London time) on 30 September

2014, be published on Stanley Gibbonss website at www.stanleygibbons.com under the Corporate

section and on Malletts website at www.mallettantiques.com under the Corporate Information

section until the end of the Offer Period:

-- this announcement;

-- the irrevocable undertakings referred to above;

-- the agreement documenting the New Debt Facilities referred to above; and

-- the confidentiality agreement referred to above.

Enquiries:

The Stanley Gibbons Group plc

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

Mallett PLC

Giles Hutchinson Smith (Chief Executive) Tel: +44 (0) 20 7499 7411

Peel Hunt LLP (financial adviser, nomad and broker to Stanley Gibbons)

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

Smith Square Partners LLP (financial adviser to Mallett)

John Craven, Jade Jack Tel: +44 (0) 20 3696 7260

Tavistock (financial PR to Stanley Gibbons)

Lulu Bridges / Teresa Towner Tel: +44 (0) 20 7920 3150

This announcement is for information only and is not intended to and does not constitute, or form partof any offer to sell or invitation to purchase or subscribe for any securities, or any solicitation of anyvote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be effected solelythrough the Offer Document, which, together with the Form of Acceptance (in relation to MallettShareholders holding shares in certificated form only) will contain the full details, terms and conditionsof the Offer, including the details of how to accept the Offer. Any response to the Offer should bemade only on the basis of the information contained in the Offer Document.

Peel Hunt, which is authorised and regulated in the United Kingdom by the Financial ConductAuthority, is acting exclusively for TFAAG and Stanley Gibbons and no-one else in connection withthe Offer and other matters referred to in this announcement and will not be responsible to anyoneother than TFAAG and Stanley Gibbons for providing the protections afforded to clients of Peel Huntor for providing advice in relation to the Offer, the contents of this announcement or any other matterreferred to herein. Neither Peel Hunt nor any of its affiliates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Peel Hunt in connection with this announcement andany statement contained herein or otherwise.

Smith Square Partners, which is authorised and regulated in the United Kingdom by the FinancialConduct Authority, is acting exclusively for Mallett and no-one else in connection with the Offer and


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other matters referred to in this announcement and will not be responsible to anyone other thanMallett for providing the protections afforded to clients of Smith Square Partners or for providingadvice in relation to the Offer, the contents of this announcement or any other matter referred toherein. Neither Smith Square Partners nor any of its affiliates owes or accepts any duty, liability orresponsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute orotherwise) to any person who is not a client of Smith Square Partners in connection with this

announcement and any statement contained herein or otherwise.


The availability of the Offer or the distribution of this announcement to Mallett Shareholders who are

not resident in the United Kingdom may be affected by the laws and regulations of the relevant

jurisdiction in which they are located or of which they are citizens. Any persons who are subject to the

laws and regulations of any jurisdiction other than the United Kingdom should inform themselves of,

and observe, any and all applicable legal or regulatory requirements of their jurisdiction. Any failure to

comply with the requirements of such jurisdictions may constitute a violation of the securities laws of

such jurisdictions. Further details in relation to Overseas Shareholders will be contained in the Offer

Document.

The release, publication or distribution of this announcement in jurisdictions other than in 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 applicable restrictions may constitute a

violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable

law, the companies involved in the Offer disclaim any responsibility or liability for the violation of such

restrictions by any person. This announcement has been prepared for the purposes of complying with

English law, the AIM Rules, the rules of the London Stock Exchange 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 the United

Kingdom.

The Offer will not be made, directly or indirectly, in, into or from any jurisdiction where to do so would

violate the laws in that jurisdiction. Accordingly, copies of this announcement and formal

documentation relating to the Offer will not be and must not be, mailed or otherwise forwarded,

distributed or sent in, into or from any jurisdiction where to do so would violate the laws of that

jurisdiction.

Forward-looking statements

This announcement, including information included or incorporated by reference in thisannouncement, oral statements made with regard to the Offer and other information published byT F A A G , S t a n l e y G i b b o n s a n d M a l l e t t c o n t a i n s t a t e m e n t s t h a t a r e o r m a y b e d e e m e d t o b e f o r w a r d -l o o k i n g s t a t e m e n t s . T h e s e s t a t e m e n t s a r e p r o s p e c t i v e i n n a t u r e a n d a r e n o t based on historicalfacts, but rather on the current expectations of the management of TFAAG, Stanley Gibbons and/orMallett about future events and are naturally subject to uncertainty and changes in circumstanceswhich could cause actual events to differ materially from the future events expected or implied by theforward-looking statements. The forward-looking statements contained herein include statementsabout the expected effects of the Offer on TFAAG, Stanley Gibbons and/or Mallett, the expectedtiming and scope of the Offer, synergies, other strategic options and all other statements in thisannouncement other than historical facts. Forward-looking statements may (but will not always)include, without limitation, statements typically containing words s u c h a s t a r g e t s , p l a n s , a i m s , i n t e n d s , e xp e c t s , a n t i c i p a t e s , b e l i e v e s e s t i m a t e s , w i l l , m a y , b u d g e t , f o r e c a s t s a n d s h o u l d a n d w o r d s o f s i m i l a r i m p o r t . B y t h e i r n a t u r e , f o r w a r d -looking statements involve risk anduncertainty because they relate to events and depend on circumstances that will occur in the future.These forward-looking statements are not guarantees of future performance and have not been

reviewed by the auditors of TFAAG, Stanley Gibbons or Mallett. There are a number of factors thatcould cause actual results and developments to differ materially from those expressed or implied bysuch forward-looking statements. These factors include, but are not limited to, the satisfaction of theConditions to the Offer, as well as additional factors, such as changes in economic conditions,changes in the level of capital investment, success of business and operating initiatives and


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r e s t r u c t u r i n g o b j e c t i v e s , c u s t o m e r s s t r a t e g i e s a n d s t a b i l i t y , c h a n g e s i n t he regulatory environment,fluctuations in interest and exchange rates, the outcome of litigation, government actions and naturalphenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factorscould cause actual results to differ materially from those in the forward looking statements.

Investors should not place undue reliance on any forward-looking statements and none of TFAAG,

Stanley Gibbons, any member of the Stanley Gibbons Group nor Mallett, any member of the MallettGroup, nor any of their respective advisers, associates, directors or officers undertakes any obligationto update publicly, expressly disclaim or revise forward-looking statements, whether as a result of newinformation, future events or otherwise, except to the extent legally required or provides anyrepresentation, assurance or guarantee that the occurrence of events expressed or implied in anyforward looking statement in this announcement will actually occur.

The statements contained in this announcement are made as at the date of this announcement,unless some other time is specified in relation to them, and the provision of copies of thisannouncement shall not give rise to any implication that there has been no change in the facts set outherein since such date.

No profit forecast

Nothing contained in this announcement is intended, or shall be deemed, to be a profit forecast, profitestimate or projection, and no statement in this announcement should be interpreted to mean that theearnings or earnings per ordinary share of Stanley Gibbons or Mallett, as appropriate, for the currentor future financial years will necessarily match or exceed the historical or published earnings orearnings per ordinary share of Stanley Gibbons or Mallett, as appropriate.

Disclosure requirements of the Code

The disclosure requirements of the Code are set out in more detail in Rule 8 of the Code. Under Rule8.3(a) of the Code, any person who is interested in one per cent. or more of any class of relevantsecurities of Mallett or of any securities exchange offeror (being any offeror other than an offeror inrespect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an

Opening Position Disclosure following the commencement of the offer period and, if later, followingthis announcement in which any securities exchange offeror is first identified.

A n O p e n i n g Po s i t i o n D i s c l o s u r e m u s t c o n t a i n d e t a i l s o f t h e p e r s o n i n t e r e s t s a n d s h o r t p o s i t i o n s i n , and rights to subscribe for, any relevant securities of each of (i) Mallett and (ii) any securitiesexchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies mustbe made by no later than 3.30 p.m. (London time) on the 10th Business Day following thecommencement of the offer period and, if appropriate, by no later than 3.30 p.m. (London time) on the10th Business Day following this Announcement or any announcement in which any securitiesexchange offeror is first identified. Relevant persons who deal in the relevant securities of Mallett or ofa securities exchange offeror prior to the deadline for making an Opening Position Disclosure mustinstead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in one per cent. or more ofany class of relevant securities of Mallett or of any securities exchange offeror must make a DealingDisclosure if the person deals in any relevant securities of Mallett or of any securities exchangeofferor. A Dealing Disclo s u r e m u s t c o n t a i n d e t a i l s o f t h e d e a l i n g c o n c e r n e d a n d o f t h e p e r s o n interests and short positions in, and rights to subscribe for, any relevant securities of each of (i)Mallett and (ii) any securities exchange offeror, save to the extent that these details have previouslybeen disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must bemade by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevantdealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal orinformal, to acquire or control an interest in relevant securities of Mallett or a securities exchangeofferor, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by Mallett and by any offeror and DealingDisclosures must also be made by Mallett, by any offeror and by any persons acting in concert withany of them (see Rules 8.1, 8.2 and 8.4 of the Code).


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Details of the offeree and offeror companies in respect of whose relevant securities Opening PositionDisclosures and Dealing Disclosures must be made can be found in the Disclosure Table on theT a k e o v e r P n e l w e b s i t e a t w w w .t h e t a k e o v e r p a n e l . o r g .u k , i n c l u d i n g d e t a i l s of the number of relevantsecurities in issue, when the offer period commenced and when any offeror was first identified.

Y u s h o u l d c o n t a c t t h e P a n e l M a r k e t S u r v e i l l a n c e U i t o n +4 4 ( 0)20 3 01 29 i f y o u a r e i n a n y doubt as to whether you are required to make an Opening Position Disclosure or a DealingDisclosure.

Information relating to Mallett Shareholders

Please be aware that addresses, electronic addresses and certain information provided by Mallett

Shareholders, persons with information rights and other relevant persons for the receipt of

communications from Mallett may be provided to TFAAG during the Offer Period as requested under

Section 4 of Appendix 4 of the Code to comply with Rule 2.12(c).

P b l i c a t i o n o n S t a n l e y G i b b o n s w e b s i t e n d M a l l e t t w e b s i t e

Copies of this announcement and the documents to be put on display pursuant to Rule 26.1 of the

Code, will be available free of charge, subject to certain restrictions relating to persons resident in

Restricted Jurisdictions, o n S t a n l e y G i b b o n s w e b s i t e a t w w w .s t a n l e y g i b b o n s . c o m u n d e r t h e

C o r p o r a t e s e c t i o n a n d o n M a l l e t t w e b s i t e a t w w w .m a l l e t t antiques.com under the Corporate

Information section by no later than 12 noon (London time) on the day following this announcement.

N e i t h e r t h e c o n t e n t s o f M a l l e t t w e b s i t e n o r S t a n l e y G i b b o n s w e b s i t e , n o r t h e c o n t e n t s o f a n y website accessible from hyperlinks on such websites (or any other website) is incorporated into, orforms part of, this announcement nor, unless previously published by means of a RegulatoryInformation Service, should any such content be relied upon in reaching a decision regarding thematters referred to in this announcement.

Rule 2.10 disclosure

In accordance with Rule 2.10 of the Code, Mallett confirms that on 26 September 2014, being the

latest practicable Business Day prior to the date of this announcement, it had 13,800,060 ordinary

shares in issue all with equal voting rights. The total number of voting rights in Mallett is therefore

13,800,060. The International Securities Identification Number for Mallett's ordinary shares is

GB0005583504.


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APPENDIX 1

CONDITIONS AND FURTHER TERMS OF THE OFFER

1. The Offer will be subject to the following conditions:

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than1.00 p.m. on the date that is the twenty first date after the date of the Offer Document (or suchlater time(s) and/or date(s) as TFAAG may in accordance with the Code or with the consentof the Panel, decide) in respect of not less than 75 per cent. (or such lesser percentage asTFAAG may decide) in nominal value of the Mallett Shares to which the Offer relates and ofthe voting rights attached to those shares, provided that this condition will not be satisfiedunless TFAAG and/or any members of the Stanley Gibbons Group have acquired or agreedto acquire (whether pursuant to the Offer or otherwise), directly or indirectly, Mallett Sharescarrying, in aggregate, more than 50 per cent. of the voting rights then normally exercisable atgeneral meetings of Mallett; and for the purpose of this Condition 1(a):

(i) the expression Mallett Shares to which the Offer relates shall be construed in

accordance with Chapter 3 of Part 28 of the Companies Act;

(ii) Mallett Shares which have been unconditionally allotted, but not issued, before theOffer becomes or is declared unconditional as to acceptances, whether pursuant tothe exercise of any outstanding subscription or conversion rights or otherwise, shallbe deemed to carry the voting rights which they will carry on being entered in theregister of members of Mallett; and

(iii) valid acceptances shall be deemed to have been received in respect of anyMallett Shares which are treated for the purposes of section 979 of the CompaniesAct as having been acquired or contracted to be acquired by TFAAG by virtue ofacceptances of the Offer;

(b) no government or governmental, quasi-governmental, supranational, statutory orregulatory body, or any court, institution, investigative body, association, trade agency orprofessional or environmental body, or (without prejudice to the generality of the foregoing)any other similar body or person whatsoever in any jurisdiction (each an Authority) havingprior to the date when the Offer becomes otherwise unconditional in all respects, decided totake, instituted, implemented or threatened any action, proceedings, suit, investigation,enquiry or reference, or made, proposed or enacted any statute, regulation, decision or order,or taken any other steps or done anything, and there not being outstanding any statute,legislation or order, which would or might reasonably be expected to:

(i) require, prevent, restrict, delay or affect the divestiture, or alter the termsenvisaged for any proposed divestiture by any member of the Wider StanleyGibbons Group or any member of the Wider Mallett Group of all or any

portion of their respective businesses, assets or property or impose anylimitation on the ability of any of them to conduct their respective businesses(or any of them) or to own or control any of their respective assets orproperties or any part thereof;

(ii) require, prevent, delay or affect the divestiture by any member of the WiderStanley Gibbons Group of any shares or other securities (or the equivalent) inany member of the Wider Mallett Group or the Wider Stanley Gibbons Group;

(iii) impose any limitation on, or result in a delay in, the ability of any member ofthe Wider Stanley Gibbons Group directly or indirectly to acquire or to hold orto exercise effectively, directly or indirectly, any rights of ownership in respectof shares or loans or securities convertible into Mallett Shares or any othersecurities (or the equivalent) in Mallett or on the ability of any member of theWider Stanley Gibbons Group or any member of the Wider Mallett Group tohold or exercise effectively, directly or indirectly, any rights of ownership inrespect of shares or loans or securities convertible into shares or any other


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securities (or the equivalent) in, or to exercise management control over, anymember of the Wider Mallett Group;

(iv) otherwise adversely (to an extent which is material in the context of the WiderStanley Gibbons Group or the Wider Mallett Group, as the case may be,taken as a whole) affect any or all of the businesses, assets, profits or

prospects of any member of the Wider Stanley Gibbons Group or anymember of the Wider Mallett Group or the exercise of rights of any shares ofany company in the Wider Mallett Group;

(v) make the Offer, its implementation or the acquisition or proposed acquisitionby TFAAG of any Mallett Shares or other securities in, or control ormanagement of, Mallett or any member of the Wider Mallett Group or anymatter arising therefrom or relating thereto, void, illegal and/or unenforceableunder the laws of any relevant jurisdiction, or otherwise, directly or indirectly,restrain, restrict, prohibit, delay or otherwise interfere with the same, orimpose additional conditions or obligations with respect thereto, or otherwisechallenge or interfere therewith or require material amendment to the termsof the Offer;

(vi) require any member of the Wider Stanley Gibbons Group or the Wider MallettGroup to acquire or to offer to acquire any shares or other securities (or theequivalent) or interest in any member of the Wider Mallett Group owned byany third party;

(vii) impose any limitation on the ability of any member of the Wider Mallett Groupor the Wider Stanley Gibbons Group to conduct, integrate or co-ordinate itsbusiness, or any part of it, with the businesses of any other member of theWider Mallett Group or the Wider Stanley Gibbons Group; or

(viii) result in any member of the Wider Stanley Gibbons Group or the WiderMallett Group ceasing to be able to carry on business in a manner which it

presently does so (which, in any case, is material in the context of the WiderStanley Gibbons Group or the Wider Mallett Group, as the case may be,taken as a whole), and all applicable waiting and other time periods (includingany extensions thereof) during which any Authority could take, institute,implement or threaten any action, proceeding, suit, investigation, enquiry orreference or any other step under the laws of any jurisdiction in respect of theOffer or the acquisition or proposed acquisition of any Mallett Shares, orother securities in, or control of, Mallett or any member of the Wider MallettGroup having expired, lapsed or been terminated;

(c) all necessary notifications, filings (including, without limitation to the foregoing, allnecessary and appropriate merger control filings) or applications having been made inconnection with the Offer and all statutory or regulatory obligations in any relevant jurisdiction

having been complied with in connection with the Offer or the acquisition by TFAAG of anyshares or other securities in, or control of, Mallett and all authorisations, orders, recognitions,grants, consents, licences, confirmations, clearances, permissions and approvals reasonablydeemed necessary by TFAAG for or in respect of the Offer or the proposed acquisition of anyshares or other securities in, or control of, Mallett by TFAAG having been obtained in termsand in a form reasonably satisfactory to TFAAG from all appropriate Authorities and all suchauthorisations, orders, recognitions, grants, consents, licences, confirmations, clearances,permissions and approvals together with all material authorisations orders, recognitions,grants, licences, confirmations, clearances, permissions and approvals necessary to carry onthe business of any member of the Wider Mallett Group remaining in full force and effect andall filings necessary for such purpose having been made and there being no notice orintimation of any intention to revoke or not to renew any of the same at the time at which theOffer becomes otherwise unconditional and all necessary statutory or regulatory obligations inany jurisdiction having been complied with;

(d) save as Disclosed there being no provision of any agreement, arrangement, licence,lease, permit or other instrument to which any member of the Wider Mallett Group is a party


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or by or to which any such member of the Wider Mallett Group or any of its assets may bebound, entitled or subject, which in consequence of the Offer or the proposed acquisition ofany shares or other securities in Mallett or because of a change in the control or managementof Mallett or any other member of the Wider Mallett Group or any matters arising therefrom orotherwise, could or might reasonably be expected to result (in each case, to an extent whichis material in the context of the Wider Mallett Group taken as a whole) in:

(i) any moneys borrowed by or any other indebtedness (actual or contingent)of, or grant available to, any such member being or becoming repayable orcapable of being declared repayable immediately or earlier than their or itsstated maturity date or repayment date, or the ability of any member of theWider Mallett Group to borrow moneys or incur any indebtedness beingwithdrawn or inhibited or being capable of becoming or being withdrawn orinhibited;

(ii) any such agreement, arrangement, licence, lease, permit or instrument orthe rights, liabilities, obligations or interests of any member of the WiderMallett Group thereunder being terminated or modified or affected or anyobligation or liability arising or any action being taken thereunder;

(iii) any assets or interests of, or any asset the use of which is enjoyed by, anymember of the Wider Mallett Group being or falling to be disposed of orcharged or ceasing to be available to any member of the Wider MallettGroup, or any right arising under which any such asset or interest could berequired to be disposed of or charged or could cease to be available to anymember of the Wider Mallett Group;

(iv) the creation or enforcement of any mortgage, charge or other securityinterest over the whole or any part of the business, property or assets of anymember of the Wider Mallett Group or any mortgage, charge or othersecurity interest (whenever created or arising) becoming enforceable;

(v) the rights, liabilities, obligations or interests of any member of the WiderMallett Group in, or the business of any member of the Wider Mallett Groupwith, any person, firm or body (or any arrangement or arrangements relatingto any such interest or business) being terminated, adversely modified oraffected;

(vi) the value of any member of the Wider Mallett Group or its financial or tradingposition or prospects being prejudiced or adversely affected;

(vii) any requirement on any such member to acquire, subscribe, pay up or repayany shares or other securities;

(viii) any member of the Wider Mallett Group ceasing to be able to carry on

business under any name under which it presently does so;

(ix) the creation or acceleration of any liability, actual or contingent, by anymember of the Wider Mallett Group;

and no event having occurred which, under any provision of any agreement,arrangement, licence, lease, permit or other instrument to which any member of theWider Mallett Group is a party or by or to which any such member or any of its assetsmay be bound, entitled or subject, could reasonably be expected to result in any ofthe events or circumstances as are referred to in sub-paragraphs (i)-(ix) of thisparagraph (d);

(e) save as Disclosed, no member of the Wider Mallett Group having, since 31 December2013:

(i) save as between Mallett and wholly-owned subsidiaries of Mallett and save forMallett Shares issued pursuant to the Mallett Share Schemes, issued or agreed to


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issue or authorised or proposed the issue of additional shares of any class, orsecurities convertible into, or exchangeable for, or rights, warrants or options tosubscribe for or acquire, any such shares or convertible securities or transferred orsold or agreed to transfer or sell or proposed the transfer or sale of Mallett Shares outof treasury;

(ii) other than to Mallett or a wholly-owned subsidiary of Mallett, recommended,declared, paid or made or proposed to recommend, declare, pay or make any bonus,dividend or other distribution whether payable in cash or otherwise;

(iii) merged or demerged with any body corporate or acquired or disposed of ortransferred, mortgaged or charged or created any security interest over any assets orany right, title or interest in any asset (including shares and trade investments) (ineach case other than in the ordinary course of business) or, other than pursuant tothis Offer, authorised or proposed or announced any intention to propose any merger,demerger, acquisition or disposal, transfer, mortgage, charge or security interest;

(iv) made or authorised or proposed or announced an intention to propose anychange in its loan capital;

(v) issued, authorised or proposed the issue of any debentures or incurred orincreased any indebtedness or become subject to any contingent liability which ismaterial in the context of the Wider Mallett Group taken as a whole;

(vi) purchased, redeemed or repaid or announced any proposal to purchase, redeemor repay any of its own shares or other securities or reduced or, save in respect to thematters mentioned in sub-paragraph (i) above, made any other change to any part ofits share capital;

(vii) implemented, or authorised, proposed or announced its intention to implement,any reconstruction, amalgamation, scheme, commitment or other transaction orarrangement otherwise than in the ordinary course of business which is material in

the context of the Wider Mallett Group taken as a whole;

(viii) entered into or varied or made an offer (which remains open for acceptance) toenter into or vary, the terms of any service or employment agreement with anydirector or senior executive of the Wider Mallett Group;

(ix) proposed, agreed to provide or modified the terms of any share option scheme orincentive scheme, or altered any other benefit relating to the employment ortermination of employment of any employee of the Wider Mallett Group which ismaterial in the context of the Wider Mallett Group taken as a whole;

(x) made or agreed or consented to:

(A) any significant change to:(aa) the terms of the trust deeds or other contractual documentationconstituting the pension schemes established for its directors,employees or their dependants; or(bb) the benefits which accrue, or to the pensions which are payable,thereunder; or(cc) the basis on which qualification for, or accrual or entitlement to,such benefits or pensions are calculated or determined; or(dd) the basis on which the liabilities (including pensions) of suchpension schemes are funded or made; or

(B) any change to the trustees or trustee directors;

(xi) entered into or varied or authorised or proposed or announced its intention toenter into or vary, any contract, transaction, arrangement or commitment(whether in respect of capital expenditure or otherwise) which is of a longterm, onerous or unusual nature or magnitude or which is or could be


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restrictive on the businesses of any member of the Wider Mallett Group orthe Wider Stanley Gibbons Group or which involves or could reasonably beexpected to involve an obligation of such a nature or magnitude or which isother than in the ordinary course of business;

(xii) (other than in respect of a member which is dormant and was solvent at the

relevant time) taken any corporate action or had any legal proceedingsstarted or threatened against it for its winding-up, dissolution orreorganisation or for the appointment of a receiver, administrative receiver,administrator, trustee or similar officer of all or any of its assets or revenuesor any analogous proceedings in any jurisdiction or had any such personappointed;

(xiii) proposed any voluntary winding-up of a subsidiary of Mallett;

(xiv) waived or compromised any claim which is material in the context of theWider Mallett Group taken as a whole;

(xv) made any alteration to its articles of association or other incorporation

documents;

(xvi) been unable, or admitted in writing that it is unable, to pay its debts orcommenced negotiations with one or more of its creditors with a view torescheduling or restructuring any of its indebtedness, or having stopped orsuspended (or threatened to stop or suspend) payment of its debts generallyor ceased or threatened to cease carrying on all or a substantial part of itsbusiness;

(xvii) entered into any contract, commitment, arrangement or agreement otherwisethan in the ordinary course of business or passed any resolution or madeany offer (which remains open for acceptance) with respect to or announcedany intention to, or to propose to, effect any of the transactions, matters or

events referred to in this condition (e); or

(xviii) taken (or agreed or proposed to take) any action which requires, or wouldrequire, the consent of the Panel or the approval of Mallett Shareholders ingeneral meeting in accordance with, or as contemplated by, Rule 21.1 of theCode;

(f) save as Disclosed, since 31 December 2013:

(i) no adverse change or deterioration having occurred in the business, assets,financial or trading position or profits or prospects of any member of theWider Mallett Group which is material in the context of the Wider MallettGroup taken as a whole and no circumstance having arisen which would ormight reasonably be expected to result in such adverse change ordeterioration;

(ii) no litigation, arbitration proceedings, prosecution or other legal proceedingsto which any member of the Wider Mallett Group is or may become a party(whether as a plaintiff, claimant, defendant or otherwise) and no investigationor enquiry by or complaint or reference to any Authority against or in respectof any member of the Wider Mallett Group having been instituted, announcedor threatened by or against or remaining outstanding in respect of anymember of the Wider Mallett Group, which is material in the context of theWider Mallett Group taken as a whole;

(iii) no actual, contingent or other liability having arisen or become apparent toTFAAG which has had or might reasonably be expected to have a materialadverse effect on the Wider Mallett Group taken as a whole; and


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(iv) no steps having been taken which are likely to result in the withdrawal,cancellation, termination or modification of any material licence or otherauthorisation held by any member of the Wider Mallett Group which isnecessary for the proper carrying on of its business;

(g) since 31 December 2013, and save as Disclosed, TFAAG not having discovered:

(i) that any financial, business or other information concerning the Wider MallettGroup as contained in the information publicly announced or disclosed to anymember of the Wider Stanley Gibbons Group or to any of their advisers at any timeby or on behalf of any member of the Wider Mallett Group contains amisrepresentation of fact or omits to state a fact which would make that informationnot misleading;

(ii) that any member of the Wider Mallett Group is subject to any liability (contingentor otherwise) which is not disclosed in the annual report and accounts of Mallett forthe year ended 31 December 2013 and which is material in the context of the WiderMallett Group taken as a whole; or

(iii) any information which affects the import of any information disclosed at any timeby or on behalf of any member of the Wider Mallett Group and which is material in thecontext of the Wider Mallett Group taken as a whole;

(h) save as Disclosed, TFAAG not having discovered that:

(i) any past or present member of the Wider Mallett Group has failed to complyin all material respects with any and/or all applicable legislation or regulationof any jurisdiction with regard to the disposal, spillage, release, discharge,leak or emission of any waste or hazardous substance or any substancelikely to impair the environment or harm human health or animal health orotherwise relating to environmental matters, or that there has otherwise beenany such disposal, spillage, release, discharge, leak or emission (whether or

not the same constituted a non-compliance by any person with any suchlegislation or regulations, and wherever the same may have taken place) anyof which disposal, spillage, release, discharge, leak or emission would belikely to give rise to any liability (actual or contingent) on the part of anymember of the Wider Mallett Group and which is material in the context of theWider Mallett Group taken as a whole;

(ii) there is, or is reasonably likely to be, for that or any other reason whatsoever,any liability (actual or contingent) of any past or present member of the WiderMallett Group to make good, repair, reinstate or clean up any property or anycontrolled waters now or previously owned, occupied, operated or made useof or controlled by any such past or present member of the Wider MallettGroup, under any environmental legislation, regulation, notice, circular or

order of any government, governmental, quasigovernmental, state or localgovernment, supranational, statutory or other regulatory body, agency, court,association or any other person or body in any jurisdiction and which ismaterial in the context of the Wider Mallett Group taken as a whole;

(iii) that circumstances exist whereby a person or class of person would bereasonably likely to have a claim in respect of any supply, product or processof manufacture or materials used therein now or previously manufactured,sold or carried out by any past or present member of the Wider Mallett Groupand which is material in the context of the Wider Mallett Group taken as awhole;

(iv) any member of the Wider Mallett Group or any person that performs or hasperformed services for or on behalf of any such member is or has engaged inany activity, practice or conduct which would constitute an offence under theBribery Act 2010 or any other applicable anti-corruption legislation; or


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(v) any asset of any member of the Wider Mallett Group constitutes criminalproperty as defined by section 340-(3) of the Proceeds of Crime Act 2002(but disregarding paragraph (b) of that definition); and

(i) no circumstance having arisen or event having occurred in relation to any intellectualproperty owned, used or licensed by the Wider Mallett Group or to any third parties, including:

(i) any member of the Wider Mallett Group losing its title to any intellectual property orany intellectual property owned by the Wider Mallett Group being revoked, cancelledor declared invalid;

(ii) any agreement regarding the use of any intellectual property licensed to or by anymember of the Wider Mallett Group being terminated or varied; or

(iii) any claim being filed suggesting that any member of the Wider Mallett Groupinfringed the intellectual property rights of a third party or any member of the WiderMallett Group being found to have infringed the intellectual property rights of a thirdparty; in each case which is material in the context of the Wider Mallett Group takenas a whole.

2. To the extent permitted by law or regulation and subject to the requirements of the Panel,TFAAG reserves the right in its sole discretion to waive all or any of Conditions contained inparagraphs 1(b) to 1(i) (inclusive) above, in whole or in part.

3. Except with the consent of the Panel the Offer will lapse unless the Conditions contained inparagraphs 1(b) to 1(i) (inclusive) set out above are fulfilled or, if capable of waiver, waived or,where appropriate, have been determined by TFAAG in its opinion to be or to remain satisfiedby midnight on the date which is 21 days after the later of the First Closing Date and the dateon which the Condition contained in paragraph 1(a) is satisfied (or such later date as TFAAGmay, with the consent of the Panel, decide).

4. TFAAG shall be under no obligation to waive (if capable of waiver), or to determine to be, ortreat as, satisfied any of the Conditions contained in paragraphs 1(b) to 1(i) (inclusive) above

by any date earlier than the latest date specified above for fulfilment or satisfaction of thatcondition notwithstanding that the other Conditions of the Offer may at such earlier date havebeen waived or fulfilled or satisfied and that there are at such earlier date no earliercircumstances indicating that any such Conditions may not be capable of fulfilment orsatisfaction.

5. TFAAG reserves the right to elect to implement the Offer by way of a scheme of arrangementunder Part 26 of the Companies Act, subject to the consent of the Panel (where necessary).In such event, the Offer will be implemented on the same terms (subject to appropriateamendments), so far as applicable, to those which apply to the Offer reflected in the OfferDocument.

6. If TFAAG is required by the Panel to make an offer for Mallett Shares under the provisions ofRule 9 of the Code, TFAAG may make such alterations to the Conditions as are necessary tocomply with the provisions of that Rule.

7. TFAAG reserves the right for any other member of the Stanley Gibbons Group from time totime to make the Offer or otherwise implement the acquisition of Mallett.

8. The Offer will lapse if it is referred to the Competition and Markets Authority in the UnitedKingdom before 1.00 p.m. on the First Closing Date or on the date on which the Offerbecomes or is declared unconditional as to acceptances, whichever is the later.

9. If the Offer lapses, the Offer will cease to be capable of further acceptance and personsaccepting the Offer and TFAAG shall thereupon cease to be bound by acceptances deliveredon or before the date on which the Offer so lapses.

10. Mallett Shares acquired under the Offer will be acquired with full title guarantee, fully paid andfree from all liens, charges, equitable interests, encumbrances, options, rights of pre-emptionand any other third party rights and interests of any nature and together with all rights now or


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hereafter attaching or accruing to them, including, without limitation, voting rights and the rightto receive and retain in full all dividends and other distributions (if any), announced, declared,made or paid on or after the date of this announcement. Accordingly, insofar as a dividendand/or a distribution and/or a return of capital is proposed, declared, made, paid or payable byMallett in respect of a Mallett Share on or after the date of this announcement, the pricepayable under the Offer in respect of a Mallett Share will be reduced by the amount of the

dividend and/or distribution and/or return of capital except insofar as the Mallett Share is orwill be transferred pursuant to the Offer on a basis which entitles TFAAG alone to receive thedividend and/or distribution and/or return of capital and to retain it. To the extent that areduction in the price payable pursuant to the Offer in respect of a Mallett Share is to apply inrespect of a dividend and/or distribution and/or return of capital but that reduction in price hasnot been effected, the person to whom the Offer Price is paid in respect of that Mallett Sharewill be obliged to account to TFAAG for the amount of such dividend or distribution or returnof capital.

11. The Offer, and any acceptance thereof, will be governed by English law and will be subject tothe jurisdiction of the English courts and the conditions set out herein, in the Offer Documentand (in the case of Mallett Shares held in certificated form only) in the Form of Acceptance.The Offer will comply with the applicable rules and regulations of the FCA, the London Stock

Exchange, the AIM Rules and the Code.

12. The availability of the Offer to persons not resident in the United Kingdom may be affected bythe laws of the relevant jurisdictions. Persons who are not resident in the United Kingdomshould inform themselves about and observe any applicable requirements.

13. Each of the Conditions shall be regarded as a separate Condition and shall not be limited byreference to any other Condition.

14. Under Rule 13.5 of the Code, TFAAG may not invoke a Condition to the Offer so

Gibbons Mallett Offer

Documents

Transcript of Gibbons Mallett Offer