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 the
Demerger 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 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 in Demerger | 13 February 2012 16 February 2012 |
Record Time for the purposes of determining holders of Global Brands Ordinary Shares entitled to participate in the Demerger and New Warrants | 6.00 pm 16 February 2012 |
Expected Completion of Demerger | 17 February 2012 |
Reductions of Capital become effective | 17 February 2012 |
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.
Global Brands | Domi no' s Pi zza Switzerland AG | New Warrants | |
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 |
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.
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
Bill Sharp Tel: (0) 20 7448 9812
Fiona Kinghorn Tel: (0) 20 7448 9829 www.ad-securities.com
FTI ConsultingJonathon Brill Tel: (0)20 7831 3113
Caroline Stewart www.fticonsulting.com
distribué par | Ce noodl a été diffusé par Global Brands SA et initialement mise en ligne sur le site http://www.globalbrands.ch. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-20 07:11:25 AM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |
Documents associés | |
Updated Timetable of Demerger |