(GBR) Global Brands SA
Summary
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| 19-01-12 | RNS |
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RNS Number : 8004V Global Brands S.A. 19 January 2012 19 January 2012 Global Brands S.A. ("Global Brands" or "the Company")
Updated Timetable of Demerger Final Shareholding & Warrants Placing
Further to the announcement on 3 January 2012, Global Brands S.A. announces an update to the timetable for the demerger of its pizza business (the "Demerger").
The confirmed date of publication and the Reductions of Capital in the Luxembourg official gazette (Mémorial) was 18 January 2012. Accordingly, the 30 day legal period will start on 18 January 2012 and will end at 24:00(CET) on 16 February 2012. Consequently all other dates will be moved back and the effective date of theDemerger is expected to be 17 February 2012. The updated timetable for the remaining stages in the Demerger is set out below.
Share Certificates for Domino's Pizza AG
Further to the announcement regarding the posting of share certificates for Domino's Pizza Switzerland AG, 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.
Final Shareholding & Warrants
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 are currently in issue.
The capital reduction to offset the accumulated losses of CHF 6,000,144 will result in the cancellation of 1,019,266,500 shares. A further 1,291,720,680 shares will be cancelled as payment of the further capital reduction leaving a total of 108,750,000 shares in issue on 17 February 2012.
Following the Completion of the Demerger, Shareholders who are on the register of members at the Record Time will be granted one new warrant for every ten (10) Global Brands Ordinary Shares. Each New Warrant will entitle the holder to subscribe for one Global Brands Ordinary Share at £0.002 and will have an exercise period of six months. For the purposes of calculating the number of Global Brands New Warrants to be granted to Shareholders, fractional entitlements will be disregarded.
The table below summarises the shareholding position on completion of the Demerger by way of an example using a holding of 1,000 Global Brands Ordinary Shares in the Company.
Conditional Placing
Alexander David, the Company's existing broker, has conditionally placed 35,000,000 new Global Brands Ordinary Shares at £0.002 to raise £70,000 before expenses ("the Placing"). The Placing is conditional on the completion of the Demerger.
Subscribers in the Placing will also receive one new warrant for every ten (10) Global Brands Ordinary Shares. Each New Warrant will entitle the holder to subscribe for one Global Brands Ordinary Share at £0.002 ("the Placing Price) and will have an exercise period of six months. The Placing proceeds will be used for general working capital purposes for the Company and for new investments in accordance with the Investing Policy.
Also conditional on completion of the Demerger, Alexander David will convert accrued fees of £79,272.36 into Global Brands Ordinary Shares at the Placing Price. This will result in the issue of 39,636,180 new Global Brands Ordinary Shares to Alexander David representing 21.6 per cent. of the enlarged share capital of the Company. Following the Placing and the conversion of the accrued fees, the total number of shares in issue will be 183,386,180 ordinary shares of CHF 0.002 each.
Alexander David will receive a placing commission of 5 per cent. of the gross funds raised in the Placing. In addition, for the arrangement and structuring of the new business of the Company, Alexander David will receive a warrant over 2.5 per cent. of the share capital of the Company in issue immediately following the Placing at the Placing Price. The ADS Warrant will expire after two years.
An application will be made to the London Stock Exchange for the new Global Brands Ordinary Shares issued pursuant to the Placing and Alexander David to be admitted to trading on AIM and admission following the Demerger.
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 More |
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| 03-01-12 | RNS |
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RNS Number : 9019U Global Brands S.A. 03 January 2012 03 January 2012 Global Brands S.A. ("Global Brands" or "the Company")
EGM Results
Global Brands S.A., an international business developing branded food operations in Europe, including being the master franchise owner for Domino's Pizza in Switzerland, Luxembourg and Liechtenstein, is pleased to announce that at the EGM held yesterday all resolutions passed with the requisite majorities.
As a result, Global Brands will demerge its existing business, the Pizza Business, into its Swiss subsidiary, Domino's Pizza Switzerland AG, and transfer the shares of that company to Global Brands' shareholders. Under Luxembourg law, the Demerger will be treated as a reduction in capital in specie. When the Demerger is effected, Global Brands will become an Investing Company under the AIM Rules.
The demerger will result in Shareholders holding shares in two distinct entities with separate strategic, capital and economic characteristics and management teams:
· Global Brands S.A. will be an Investing Company which will target investment opportunities in line with its Investing Policy; and
· Domino's Pizza Switzerland AG will own the Master Franchise Agreement for Domino's Pizza in Switzerland, Luxembourg and Lichtenstein and will carry on the Pizza Business as a private company.
The capital reorganisation and demerger involves a first a share split, which will be effective from 5 January 2012 (as announced on 30 December 2011), and then a capital reduction. The Company has today updated the timetable to reflect the Capital Reductions being effective 30 days from the day of the publication of the shareholder vote in the Official Gazette, as opposed to the vote itself. Please note that this has resulted in a change to the expected timetable as included in the shareholder circular posted on 21 December 2011. The amended expected timetable for the remaining steps in the Global Brands demerger is set out below.
Expected Timetable
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 9800 Fiona Kinghorn Tel: (0) 20 7448 9800 www.ad-securities.com FTI Consulting Jonathon Brill Tel: (0)20 7831 3113 Caroline Stewart www.fti.com
This information is provided by RNS The company news service from the London Stock Exchange More |
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| 30-12-11 | RNS |
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RNS Number : 8206U Global Brands S.A. 30 December 2011 30 December 2011 Global Brands S.A. ("Global Brands" or "the Company")
Issue of Equity and Directors' Dealings
Issue of Equity
Global Brands S.A., an international business developing branded food operations in Europe, including being the master franchise owner for Domino's Pizza in Switzerland, Luxembourg and Liechtenstein, announces the issue and conversion of a convertible loan note and the conversion of outstanding invoices into equity.
The convertible loan note of $250,000 subscribed for by Noble Rock, the majority shareholder of the Company on 22 December 2011 and converted into 23,300,000 50% partially paid up shares on 23 December 2011.
On 23 December 2011 the board also resolved to issue an additional 7,250,000 million shares for the conversion of outstanding invoices of ca. £100,000 into equity at a price of £0.0138 per share. On 29 December 2011, the board also agreed to settle outstanding invoices by Noble Rock by offsetting those amounts owed to Noble Rock with the amounts owed by Noble Rock for the partially paid up shares issued on 23 December 2011.
Following the conversion of the convertible loan note, the placing and the debt settlement the Company has issued 30,550,000 new ordinary shares of CHF0.02 each. Following this issue of shares, the total number of shares in issue is 241,973,718.
The new shares will participate in the share split and capital reorganization announced on 21 December 2011. The share split of 1 for 10 is expected to become effective on the 2 January 2012 and will result in a total number of 2,419,737,180 ordinary shares of CHF 0.002 each being in issue.
Application has been made for the increased share number of 2,419,737,180 ordinary shares of CHF 0.002 to be admitted to trading on AIM and it is expected that admission will take place on 5 January 2012.
Directors' Dealings
The shares issued to settle outstanding invoices were issues to entities controlled by Bruce Vandenberg, CEO of the Company, for services rendered by Mr. Vandenberg. Accordingly, following the issue of shares, Bruce Vandenberg, either directly or indirectly holds a total of 19,570,699 ordinary shares, representing 8.09% of the Company's issued share capital.
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 9820 Fiona Kinghorn Tel: (0) 20 7448 9832 www.ad-securities.com FTI Consulting Jonathon Brill Tel: (0)20 7831 3113 Caroline Stewart www.fti.com
This information is provided by RNS The company news service from the London Stock Exchange More |
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| 21-12-11 | RNS |
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RNS Number : 3767U Global Brands S.A. 21 December 2011 21 December 2011 Global Brands S.A. ("Global Brands" or "the Company")
Posting of Circular
Global Brands S.A., an international business developing branded food operations in Europe, including being the master franchise owner for Domino's Pizza in Switzerland, Luxembourg and Liechtenstein, announces that the circular (the "Circular") relating to the demerger of the current business (the "Pizza Business") and retaining the listed business as an Investing Company, has been posted to shareholders yesterday.
Chairman Simon Bentley commented:
"We believe this course of action will maximise value for the benefit of shareholders. This restructuring, which would maintain a listing and allow the Company to remain as an investing vehicle, whilst demerging our core pizza business operations into a private Swiss company, will provide shareholders with an opportunity to maintain shares in a listed business as well as creating a potential upside from an investing company."
The Circular is also available to view on the Company's website (www.globalbrands.ch).
Unless otherwise defined herein, terms in this announcement shall have the same meanings as those defined in the Circular.
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 9820 Fiona Kinghorn Tel: (0) 20 7448 9832 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 More |
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| Result Pages: 1 | ||||
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| Fri 15:22 | ||||
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looks like this is warming up for some news maybe?
Any views.... |
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| 19-01-12 | ||||
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Hi,looks like it shows buys as sells today.The price increased and in the morning the 1st deal was stated as a buy and now as a sale.
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| 11-01-12 | ||||
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suddenly 58% up, what is going on
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| 09-01-12 | ||||
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just bought a few
well bid moving up horay! |
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They have not been approved or issued by Interactive Investor Trading Limited.
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