TIDMGBR
RNS Number : 5985X
Global Brands S.A.
17 February 2012
17 February 2012
Global Brands S.A. ("Global Brands" or the "Company")
Completion of Demerger
Reductions of Capital
Issue of Equity
Issue of Warrants
Global Brands S.A. announces the completion of the demerger
("Completion") of its pizza business (the "Demerger"). The Company
is now an Investing Company as defined in the AIM Rules for
Companies published by the London Stock Exchange plc ("AIM
Rules").
Following the share split on 3 January 2012, the reductions of
capital effective today and the issue today of a further 74,636,180
new Ordinary Shares of CHF 0.002 each, the total number of shares
now in issue is 183,386,180 Ordinary Shares of CHF 0.002.
The new details of the Ordinary Shares of CHF 0.002 are as
follows:
ISSUER: GLOBAL BRANDS SA
DESCRIPTION: ORD CHF 0.002 (NEW)
SEDOL: B6RQMS4
ISIN: LU0726886947
OPOL: XLON
The Company has also granted warrants ("New Warrants") over a
total 18,959,655 Ordinary Shares at an exercise price of
GBP0.002.
Global Brands shareholders on the register at 6.00 p.m. on 16
February 2012 will receive one New Warrant for every 10 Ordinary
Shares held. They will also receive one new share in Domino's Pizza
Switzerland AG for every Ordinary Share held.
The table below summarises the shareholder position on
Completion by way of an example using a holding of 1,000 Ordinary
Shares:
Global Brands New Warrants Domino's Pizza
Ordinary Shares in Global Brands Switzerland AG
Shares
---------------------- ----------------- ------------------ ----------------
Shareholding before
the 1:10 share
split on 3 January
2012 1,000 0 0
---------------------- ----------------- ------------------ ----------------
Shareholding after
share split 10,000 0 0
---------------------- ----------------- ------------------ ----------------
Shareholding after
Demerger 449 44 449
---------------------- ----------------- ------------------ ----------------
The new share certificates and warrant certificates for Global
Brands SA will be posted to shareholders by 24 February 2012. As
announced on 19 January 2012, shareholders will not be issued share
certificates for Domino's Pizza Switzerland AG and the definitive
record of share ownership is the share register maintained by the
Swiss company. However, a letter from Domino's Pizza Switzerland AG
confirming the shareholder's entitlement to shares in Domino's
Pizza Switzerland AG and contact details will also be posted to
shareholders by 24 February 2012.
Reductions of Capital
As detailed in the circular to shareholders dated 20 December
2011 (the "Circular"), the reductions of capital become effective
today.
Following the 1 for 10 share split on 3 January 2012, a total
number of 2,419,737,180 Ordinary Shares of CHF 0.002 each were in
issue.
With effect from today, a total of 2,310,987,180 Ordinary Shares
of CHF 0.002 have been cancelled as a result of the reductions of
capital. Of these, 1,019,266,500 Ordinary Shares have been
cancelled through the capital reduction to offset the accumulated
losses of CHF 6,000,144. A further 1,291,720,680 Ordinary Shares
have been cancelled through the reduction of capital pursuant to
the Demerger leaving a total of 108,750,000 Ordinary Shares in
issue before the issue of equity described below. Fractional
entitlements will be disregarded.
Issue of Equity
As detailed in the Circular, the Company's broker, Alexander
David Securities Limited ("Alexander David"), had conditionally
placed 35,000,000 new Ordinary Shares at GBP0.002 per share to
raise GBP70,000 before expenses (the "Placing"). The Placing was
conditional on the Completion and is now effective. Accordingly,
the Company has issued 35,000,000 new Ordinary Shares of CHF 0.002
to subscribers to the Placing.
Also as detailed in the Circular, the Company's broker Alexander
David has now converted accrued fees of GBP79,272.36 into Ordinary
Shares at the placing price of GBP0.002. Accordingly, the Company
has issued a further 39,636,180 new Ordinary Shares of CHF 0.002 in
the Company to Alexander David.
Application has been made for the 74,636,180 new Ordinary Shares
to be admitted to trading on AIM on 17 February 2012.
The total number of shares now in issue is 183,386,180 Ordinary
Shares of CHF 0.002 each.
Following the issues of equity, the following persons and
companies have an interest of 3% or more in the issued share
capital of the Company:
NobleRock Capital sarl 26.47%
Alexander David Securities Limited 21.61%
SBS Nominees Limited 8.63%
Alexander David Investments Limited 4.09%
Griffin II 4.09%
The Company's CEO, Bruce Vandenberg, either directly or
indirectly, holds a total of 8,795,639 Ordinary Shares representing
4.8% of the Company's issued share capital.
Issue of Warrants
A total of 18,959,655 New Warrants have been granted at an
exercise price of GBP0.002:
1. Shareholders who were on the register of members at 6:00 pm
on 16 February 2012 have been issued one New Warrant for every ten
(10) Ordinary Shares held. Each New Warrant entitles the holder to
subscribe for one Ordinary Share at an exercise price of GBP0.002
and has an exercise period of six months. For the purposes of
calculating the number of New Warrants to be granted to
Shareholders, fractional entitlements were disregarded.
A total of 10,875,000 New Warrants have been issued to
Shareholders who were on the register of members at 6:00 pm on 16
February 2012.
2. Subscribers to the Placing have also received one New Warrant
for every ten (10) Ordinary Shares. Each New Warrant entitles the
holder to subscribe for one Ordinary Share at an exercise price of
GBP0.002 and has an exercise period of six months.
A total of 3,500,000 New Warrants have been issued to
subscribers to the Placing.
3. In addition, for the arrangement and structuring of the new
business of the Company, Alexander David has been granted 4,584,655
New Warrants. Each New Warrant entitles Alexander David to
subscribe for one Ordinary Share at an exercise price of GBP0.002
and has an exercise period of two years.
Issue of Equity in Domino's Pizza Switzerland AG
Shareholders who were on the Global Brand's register of members
at 6:00 pm on 16 February 2012 will be issued shares in Domino's
Pizza Switzerland AG. As previously announced, the Company has been
advised that share certificates are not usually issued for Swiss
companies. The definitive record of share ownership is the share
register maintained by the Swiss company. Accordingly, shareholders
will not be issued share certificates for Domino's Pizza
Switzerland AG. However, shareholders have the right at any time
and at the Swiss company's cost to request the company to issue
documentary evidence in respect of the uncertificated securities
held by the shareholder pursuant to the share register. Should any
shareholder require such documentary evidence, they can request
this in writing from Domino's Pizza Switzerland AG at Ifangstrasse
10, 8302 Kloten, Switzerland.
Investing policy
With the Demerger becoming effective, the Company has become an
Investing Company as defined in the AIM Rules. As described in the
Circular and approved by shareholders at the EGM on 2 January 2012,
the investing policy ("Investing Policy") of the Company will be to
acquire controlling stakes, either through the issue of securities
for cash, in quoted and non-quoted companies operating in the
commodities sector with an emphasis on oil and gas and oil and gas
services. If required the Board will appoint a consultant or
director with additional experience in these areas. The acquisition
strategy will be focused on a limited number of 'buy and build'
opportunities, with the intention of realising value for
shareholders through a future exit.
The Board believes that there are attractive near term
opportunities to acquire assets, either quoted or non-quoted, and
through combining aligned businesses, to create value through a
combination of revenue growth and synergistic cost savings.
Any such possible acquisition may constitute a reverse takeover
in accordance with the AIM Rules and if so will, therefore, require
Shareholder approval. The Board will ensure that Shareholders are
kept updated with respect to developments in this regard.
The Company has 12 months from the date at which it becomes an
Investing Company to implement its Investing Policy.
For further information:
Global Brands S.A.
Simon Bentley, Chairman Tel: (0) 20 7317 8022
Bruce Vandenberg, CEO www.globalbrands.ch
Libertas Capital
Thilo Hoffmann Tel: (0) 20 7569 9650
Sandy Jamieson www.libertascapitalpartners.com
Alexander David Securities Ltd
Bill Sharp Tel: (0) 20 7448 9812
Fiona Kinghorn Tel: (0) 20 7448 9829
www.ad-securities.com
FTI Consulting
Jonathon Brill Tel: (0)20 7831 3113
Caroline Stewart www.fticonsulting.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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