TIDMGBR
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 (Memorial) 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.
Updated Timetable
Last day of dealing with a T+3 settlement in 13 February 2012
Global Brands Ordinary Shares on AIM to allow
entry on the shareholders register prior to the
Record Time
16 February 2012
Last day and dealings in Global Brand Ordinary
Shares on AIM cum entitlement to participate
in Demerger
Record Time for the purposes of determining holders 6.00 pm 16 February
of Global Brands Ordinary Shares entitled to 2012
participate in the Demerger and New Warrants
Expected Completion of Demerger 17 February 2012
Reductions of Capital become effective 17 February 2012
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 GBP0.002 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.
Global Brands Domino's Pizza New Warrants
Switzerland
AG
------------------------------ -------------- --------------- -------------
Shareholding before the
1:10 share split on 3
January 2012 1000 0 0
------------------------------ -------------- --------------- -------------
Shareholding before the
capital reductions (current
position) 10000 0 0
------------------------------ -------------- --------------- -------------
Shareholding after Demerger 449 449 44
------------------------------ -------------- --------------- -------------
Conditional Placing
Alexander David, the Company's existing broker, has
conditionally placed 35,000,000 new Global Brands Ordinary Shares
at GBP0.002 to raise GBP70,000 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 GBP0.002 ("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 GBP79,272.36 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
END
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