Result of EGM (9019U)
January 03 2012 - 7:10AM
UK Regulatory
TIDMGBR
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
Last day of dealing in Global Brands Ordinary 4 January 2012
Shares on AIM prior to 1 for 10 split
First day of dealing of shares on AIM following 5 January 2012
1 for 10 share split
Publication of EGM results in the official gazette 9 January 2012
in Luxembourg
Last day of dealing with a T+3 settlement in 3 February 2012
Global Brands Ordinary Shares on AIM to allow
entry on the shareholders register prior to the
Record Time
Last day and dealings in Global Brand Ordinary
Shares on AIM cum entitlement to participate 08 February 2012
in Demerger
Record Time for the purposes of determining holders 6.00 pm 08 February
of Global Brands Ordinary Shares entitled to 2012
participate in the Demerger and New Warrants
Completion of Demerger 09 February 2012
Reductions of Capital becomes effective 09 February 2012
Expected date of the Demerger 09 February 2012
Posting of share certificates for Domino's Pizza By 06 March 2012
Switzerland AG Shares
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
END
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