RNS Number : 4333E
  Global Brands S.A.
  29 September 2008
   

    Global Brands S.A.
    ("Global" or the "Company")

    Unaudited Consolidated Interim Results for the six months ended 30 June 2008

    Global Brands S.A. the master franchise owner for Domino's Pizza in Switzerland, Luxembourg and Liechtenstein today reports its Interim
Results for the six months ended 30 June 2008.

    Financial and Operational Highlights:

    *     Turnover increased by 7.1 per cent to CHF 5.78 million

    *     Gross profit improved by CHF269k to CHF4.48m despite increases in fuel prices

    *     Staff and administration cost increases kept below the rate of increase in turnover

    *     A 21.7% improvement in operating losses before depreciation which reduced from CHF 306k to CHF 239k

    *     Strong cash position with net cash of CHF 2.2 million 

    *     Restructuring of entire Board and management 

    *     Tender offer payment to minority shareholders of CHF 677k

    *     Business now well positioned for future growth

    Yair Hasson, Executive Chairman of Global Brands commented:

     "We are delighted with the progress made by the new management since March of this year in bringing costs under control whilst at the
same time driving improvements through in the day to day management of our stores. Although the new management team have concentrated their
initial efforts on the existing business we have not lost sight of our intention to expand. I'm pleased to say that our first new branch was
opened in Basel last month and we expect to open two new Domino's Pizza locations later this year. At the same time, your Board is
investigating other opportunities, including potential acquisitions, to expand the business. I believe that we have the principal building
blocks in place to enable the management to focus on the continuing commercialisation and growth of the business as well as restoration of
shareholder value."

    For further information:

    Global Brands S.A.
    Yair Hasson, Executive Chairman            Tel: +41 43 255 2141
                                                                            Cell: +41 79 686 9531
                                                                            www.globalbrand.ch
    Zimmerman Adams International Ltd
    Graeme Thom                                               Tel: +44 (0) 20 7060 1760
    Charity Walmsley                                        Tel: +44 (0) 20 7060 1760
                                                                            www.zimmint.com

    Alexander David Securities Ltd
    David Scott                                                    Tel: +44 (0) 20 7448 9830
    Fiona Kinghorn                                             Tel: +44 (0) 20 7448 9832
                                                                             www.ad-securities.com
    26 September 2008
      
    Global Brands S.A. Chairman's Statement and Interim Results

    Corporate Restructuring, Tender Offer and Exceptional Charges

    On 12 February 2008, the Company announced the completion of the sale of 2,505,860 ordinary shares of CHF 2.10 to the Luxembourg
registered Belvia s.r.l. ("Belvia"), representing 51.96 per cent of the issued share capital of the Company. Following a meeting of the
Board of Directors, Yossi Moldawsky, Executive Chairman, and Dov Lachovitz, Chief Executive Officer, resigned from the Board.
Simultaneously, the Directors announced the immediate appointment of Yair Hasson and Roberto Avondo to the Board as Executive Chairman and
Executive Vice Chairman. Subsequently, Amir Hasson was appointed to the Board as CEO and Bruce Vandenburg and Simon Bentley were appointed
as non-executive directors. Matei Lecca, a member of the original management team, resigned as CFO in August 2008. A suitable replacement
will be announced in due course.

    As part of the sale transaction, Messrs Moldawsky and Lachovitz received CHF 300,434 and CHF 112,679 as compensation for loss of office.
These payments are reflected in the Exceptional Charges of CHF 763,164 for the interim period. The additional CHF 350k in Exceptional
Charges relates to costs associated with the tender offer to minority shareholders. As a condition of the sale, Messrs Moldawsky and
Lachovitz agreed to make a tender offer to minority shareholders up to a maximum of 404,214 shares at a price of USD 2.2427 (CHF 2.10). The
tender offer completed on 25 March 2008 with shareholders owning 322,674 shares accepting the offer. The payments by Messrs Moldawsky and
Lachovitz to these shareholders amounted to CHF 677k. 

    In addition, as announced on 23 July 2008, Messrs Moldawsky and Lachovitz signed an agreement on 20 July 2008 to repay CHF 130,000 to
the Company. This amount was to be repaid in three equal instalments on 21 July 2008, 1 September 2008 and the third instalment on 1 October
2008.

    Trading Statement

    The interim results include figures for January and February which were achieved under the old management team. The new management team
effectively took over the business in March 2008 with an immediate brief to turn the business around and to refocus staff and restore
confidence through training programmes and incentive schemes.  

    The figures for March to June 2008 reflect the results of this intiative with an 8% improvement on same store turnover on the
comparative period for March to June 2007. At the same time, management renegotiated contracts with major suppliers. As a result, and
despite the increase in transport and food costs, cost of goods sold as a percentage of total sales only rose from 21.93% to 22.48%. These
figures include a sharp increase in transport and packaging costs of CHF 55k on last year. Excluding these two items, gross profit margins
improved on 2007. We are obviously extremely proud of this acheivement. In common with many other businesses, food and energy price
inflation are significant challenges and the new management team has proven its ability to meet such challenges head on.

    We were also able to contain labour cost increases to 6.7% which was below the growth of turnover. Adminstrative cost increases were
marginal rising by CHF 28k to CHF 1.89m.  

    Financial Performance

    Our overall financial performance for the six months to June 2008 was very much in line with our most recent trading statement on 23
July 2008. As a result of the new management team's efforts, we have managed to reduce operating losses before depreciation signifantly to
CHF240k for the six months to June 2008. After depreciation, company losses were reduced from CHF 618k to CHF 536k. 

    Interest and financial income dropped sharply on last year from CHF 76.8k to CHF 15.3k. This is largely due to the reduction in cash
balances held by the company and lower interest receipts. In addition, the 2007 figures included a foreign currency gain of CHF 33k which
then translated into a foreign currency loss of 55k for the year as a whole.  There was no currency valuation for this interim period. 
Finally, interest and financial charges rose sharply from CHF 11k to CHF 30.5k. The charges largely relate to credit card fees which are
reflected in the 2008 interims but not shown in the figures for 2007.

    During the six months ended 30 June 2008 pre-tax losses amounted to CHF1.3m compared wth losses of CHF 552k for the same period last
year. This includes the Exceptional Charges of CHF 763k relating to the payments to Messrs Moldawsky and Lachovitz and the tender offer
costs. On a strictly comparable basis the pre-tax loss for the period was CHF 551.7k compared with the pre-tax loss for the same period to
30 June 2007 of CHF 552.7k.

    Despite the increase in financial costs and the Exceptional Charges, at the end of June 2008, the Company had cash of CHF 2.2 million.

    Outlook

    Having resolved the historic issues, , we are in a strong position to continue our strategic development of the Company. While we are
mindful of challenges ahead, including the effect of further rises in fuel and food costs, we believe that the Company is well positioned to
benefit from the economic slowdown. We expect to see further growth in our existing stores as customers switch to 'eating-in' in a drive to
economise. 

    We also expect to see organic growth from our new stores. In [August/September], we opened a new flagship store in Basel which is
trading in line with expectations.. We plan to open two further stores in Gene and one in Neon by the end of the year and will continue to
secure quality locations to meet our exansion plans. 

    In addition, we intend to move our logistics centre (commissary) to a new state-of-the art premises, by January 2009. This move will
further streamline operations and minimise costs as well as supporting our planned franchisee expansion in 2009  In parallel, we will
continue our marketing efforts as we capitalise on the fact that we are the only pizza home delivery brand operating in Switzerland.  The
further development of our e-commerce sales is also a priority over the coming months.

    Finally, I would very much like to thank the new Board and management team for their efforts over the past months.  


    26 September 2008

    Yair Hasson
    Executive Chairman
      
                                                         Unaudited       Unaudited         Audited
  STATEMENT OF INCOME                                  6 months ended  6 months ended  12 months ended
 (Expressed in Swiss francs)                               30 June         30 June       31 December
                                                            2008            2007            2007
                                 Notes                      CHF             CHF             CHF 
 Sales revenue                            4                 5,781,032                       10,932,589
                                                                            5,395,101
 Cost of sales                                            (1,299,360)     (1,183,293)      (2,414,487)
 Gross profit                                               4,481,672                        8,518,102
                                                                            4,211,808
 Staff costs                                              (2,829,000)     (2,653,047)      (5,271,767)
 Administrative costs                                     (1,892,397)                      (3,723,131)
                                                                         ( 1,864,840)
 Loss from operations before depreciation,                  (239,725)       (306,079)        (476,796)
 amortisation and exceptional items
 Depreciation and amortisation                              (296,785)                      (1,045,502)
                                                                            (312,448)
 Loss from operations before exceptional items              (536,510)       (618,527)      (1,522,298)
 Interest and financial income                                 15,303                          106,939
                                                                               76,851
 Interest and financial charges                              (30,522)                         (67,457)
                                                                             (11,038)
 Loss on ordinary activities                                (551,729)                      (1,482,816)
 before exceptional                                                         (552,714)
 income/(charges)
                                          8
 Exceptional income (charges):
 - charges in respect of                                    (763,164)        -                (99,627)
 re-organisation and extension
 of business
 - provisions for charges                                    -               -              ( 824,732)
                                                             -               -                 403,618
 Deferred tax credit
 Loss for the period/year                                 (1,314,893)                      (2,003,557)
                                                                            (552,714)

 Basic earnings / (loss) per              5                    (0.27)          (0.11)        (0.42)
 share for the period/ year 
    The results shown above relate to the continuing operations of the Company.


    The accompanying notes 1 to 10 are an integral part of this interim report.



                                          Unaudited    Unaudited     Audited
 BALANCE SHEET as at                      30 June      30 June     31 December
 (Expressed in Swiss francs)                2008         2007         2007
                                  Notes     CHF          CHF          CHF 
 ASSETS                                                
 Non-current assets
 Intangible assets                           158,171      196,653      174,327
 Property, plant and equipment             2,175,724    2,881,210    2,394,670
 Financial assets                            203,629       99,115      145,171
 Deferred tax asset                 9      1,136,618      733,000    1,136,618
 Total non-current assets                  3,674,142    3,909,978    3,850,786

 Current assets
 Inventories                                 178,621      177,964      227,748
 Trade and other receivables                 122,742      143,103      150,760
 Cash at banks and in hand                 2,268,198    3,353,059    2,775,455
 Total current assets                      2,569,561    3,674,126    3,153,963

 Total assets                              6,243,703    7,584,104    7,004,749

 EQUITY AND LIABILITIES
 Capital and reserves
 Called up share capital            6     10,128,006   10,128,006   10,128,006
 Share premium                      6      1,959,535    1,959,535    1,959,535
 Accumulated losses                      (9,243,628)  (6,477,892)  (7,928,735)
 Shareholders' equity                      2,843,913    5,609,649    4,158,806
  
 Non-current liabilities
 Obligations under finance                     1,029       38,432       15,257
 leases
 Total non-current liabilities                 1,029       38,432       15,257

 Current liabilities
 Trade and other payables                  2,446,126   1,891,371     1,870,174
 Provisions for other                        914,732            -      914,732
 liabilities and charges
 Obligations under finance                    37,903       44,652       45,780
 leases
 Total current liabilities                 3,398,761    1,936,023    2,830,686

 Total equity and liabilities              6,243,703    7,584,104    7,004,749



    The accompanying notes 1 to 10 are an integral part of this interim report.

    SUMMARY STATEMENT OF CASH FLOWS
 (Expressed in Swiss francs)       6 months        6 months     12 months ended
                                  ended 30 June  ended 30 June    31 December
                                      2008           2007            2007
                                      CHF            CHF             CHF 
 OPERATING ACTIVITIES                                   
 Operating cash outflows before     (1,032,441)      (288,184)        (641,465)
 movements in working capital
 ( Decrease) / increase in              653,097      (558,235)        (442,135)
 working capital  
 (stocks , debtors & creditors
 )
 Net cash flows from (applied)        (379,344)                     (1,083,600)
 to operations                                       (846,419)
  
 INVESTING ACTIVITIES 
 Payments to acquire fixtures,         (62,549)                       (500,656)
 equipment, motor vehicles and                       (171,730)
 software
 Deposits (made) repaid                (58,458)                        (50,856)
                                                       (4,800)
 Interest received ( paid) ,             15,199         47,918          104,524
 net
 Net cash flows (outflows) from       (105,808)      (128,612)        (446,988)
 investing activities 

 FINANCING ACTIVITIES 
 Payments under finance lease          (22,105)       (30,724)         (52,771)
 obligations
 Net cash flows ( outflows)            (22,105)       (30,724)         (52,771)
 from financing & investing
 activities
 Decrease in cash and cash            (507,257)                     (1,583,359)
 equivalents during the
 period/year
                                                   (1,005,755)
 Cash and cash equivalents :
  - at the beginning of the           2,775,455      4,358,814        4,358,814
 period/year
  - at the end of the period/         2,268,198      3,353,059        2,775,455
 year
 Cash and cash equivalents at
 the end of the period/year are
 represented by :
  Cash at banks and in hand           2,268,198      3,353,059        2,775,455
                                            




    STATEMENT OF MOVEMENT IN SHAREHOLDERS' FUNDS
                                   Called up share     Share premium  Accumulated losses  Total equity
                                       capital
                                         CHF               CHF               CHF              CHF 
 Balance at 1st January 2007               10,128,006      1,959,535         (5,925,178)     6,162,363
 Loss for the ended year 2007             -                  -               (2,003,557)   (2,003,557)
 Balance at 31 December 2007               10,128,006      1,959,535         (7,928,735)     4,158,806
 Loss for 6 months ended 30                -                 -               (1,314,893)   (1,314,893)
 June 2008
 Balance at 30 June 2008                   10,128,006      1,959,535         (9,243,628)     2,843,913

 Interim report notes:

 1. Activities
 Global Brands S.A. (the "Company") is the master franchise owner for Domino's
 Pizza in Switzerland, Lichtenstein and Luxembourg. Its current activities
 consist of the manufacture and sale of Domino's Pizza in Switzerland.

 2. Directors' responsibility
 The interim report and financial information contained therein are the
 responsibility of the Board of directors of Global Brands S.A. The interim
 report was approved by the Board of Directors on 26  September 2008. The
 interim report for the 6 months period to 30 June 2008 is unaudited.


 The financial information relating to the year ended 31 December 2007 is
 extracted from the statutory audited annual accounts as adjusted for
 International Financial Reporting Standards ("IFRS"). The reports of the
 auditors, PKF Luxembourg, on the statutory annual accounts and on the IFRS
 financial statements at 31 December 2007 were unqualified.


 The statutory annual accounts for the year ended 31 December 2007 were drawn
 up in accordance with Luxembourg law and generally accepted accounting
 practices and have been delivered to the Registrar of Trade and Companies in
 Luxembourg where they are available for public inspection.

 3. Basis of accounting
  The interim financial statements of Global Brands S.A. for the 6 months
 ended 30 June 2008 and 30 June 2007 have been prepared using accounting
 policies on a basis consistent with those adopted for the year ended 31
 December 2007. Comparative figures of prior periods have been re-classified
 to provide a consistent basis of comparison; these reclassifications have no
 effect on the result for the period and related net equity. 
 The financial statements have been prepared on the historical cost basis. It
 should be noted that accounting estimates and assumptions are used in the
 preparation of the financial information. Although these estimates are based
 on the Directors' and Management's best knowledge of current events and
 actions, actual results may ultimately differ from those estimates.  


 The Company prepared its first set of IFRS compliance financial statements
 for the year ended 31 December 2004. Adjustments have been made to the
 numbers presented in the local statutory annual accounts to bring them in
 line with IFRS. The differences between IFRS and Luxembourg generally
 accepted accounting practices ( Lux GAAP) relate to accounting for: 
 * deferred tax which is not allowed under Lux GAAP.
 * establishment costs are charged against the share premium account under
 IFRS, whereas Lux GAAP practise is to capitalize and amortise them over 5
 years.


 The financial information is stated in Swiss Francs ('CHF') which is the
 currency

 4. Analysis of results
 Revenue, operations, profits and net assets are attributable entirely to its
 single business segment of selling pizzas. The Company's turnover and trading
 results arise entirely in Switzerland.  Turnover and results are from
 continuing activities.


 The Board measures performance by using the EBITA (earnings before interest,
 tax and amortization) performance measure.

 5. Earnings (loss) per share (
 "EPS")
 The calculation of basic earnings / (loss) per share is based on the
 following data:
                                       30 June               30 June         31 December 
                                         2008                  2007              2007
 Number of issued shares of CHF       4,822,860             4,822,860         4,822,860
 2.10 each 
 The weighted average number of       4,822,860             4,822,860         4,822,860
 shares in circulation during
 the period/year is

                                         CHF                   CHF               CHF
 Loss for the period                 (1,314,893)            (552,714)        (2,003,557)
 Basic earnings (loss) per              (0.27)                (0.11)            (0.42)
 share

    The directors consider that there is no dilutive effect of share options issued on EPS because the listed market value of the Company's
shares is substantially lower than the exercise price so that it is most improbable that the options would be exercised at their respective
exercise prices as set out in Note 6 below.

 6. Share capital and share premium :
 The Company has one class of share carrying the same voting and dividend
 distribution rights. 


 At 30 June 2008 the number of shares in circulation was 4,822,860 shares of
 CHF 2.10 each, giving a total subscribed and fully paid up share capital of
 CHF 10,128,006.

                                           30 June      30 June    31 December
                                             2008        2007         2007
 Share capital                               CHF          CHF          CHF
                                          10,128,006   10,128,006   10,128,006
 Allotted, issued and fully paid up
 Share premium on issue of new shares                                4,348,500


                                           1,939,535    4,348,500
                                              -       (2,388,965)  (2,388,965)
 Less charges of raising finance
 Share premium balance at end of period    1,939,535    1,939,535    1,939,535
 / year

 Number of shares of CHF 2.10 each         4,822,860    4,822,860    4,822,860


    On 1st August 2005, the general meeting of shareholders of the Company approved a stock option plan for the benefit of the employees and
directors. None of the options has been exercised.

    Share options issued.
    At 30 June 2008 the following share options have been issued to members of the Board of directors:
 - at exercise price of GBP 1.85    388,812
 - at exercise price of GBP 1.15     48,299
 - at exercise price of GBP 0.90     21,411

 7. Taxation
 There is no taxation charge because the Company has incurred losses in the
 current period and prior financial years so that the tax losses are available
 to offset the profits of the financial period/ year 2008 and 2007.
      
 8. Exceptional income (charges)
 Exceptional income and charges include items relating to prior periods, exceptional advertising
 and marketing charges incurred in respect of opening of new stores and charges in respect of
 re-organisation of the business. They are summarised as follows:
                                       30 June               30 June             31 December 
                                         2008                  2007                  2007
 Professional & legal fees on                 350,051                     -                20,000
 the re-organisation of the
 Company 
 Charges in respect of opening                      -                     -                99,627
 of new stores and extension of
 business
 Previous directors'                          413,113                     -               804,732
 compensation and benefits
 Total                                        763,164                     -               924,359

 9. Deferred tax asset
 The Company has tax losses available to reduce taxable profits in future
 periods. Having regard to the forecast of operations and results over the
 years 2009-2011, the directors consider that the potential future tax savings
 available in Switzerland should be recorded in these financial statements as
 a deferred tax asset.

 10. Contractual commitments 
 The Company has contractual commitments to pay performance remuneration to
 directors which is conditional on the Company achieving performance targets.
 Provisions for these charges have not been made in these accounts until those
 targets are met.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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