Board Changes, New Strategy, Disposal and Placing
26 November 2009 - 6:00PM
UK Regulatory
TIDMIBL
RNS Number : 1073D
International Brand Licensing PLC
26 November 2009
International Brand Licensing plc
("IBL" or "the Company")
Board Changes, Proposed New Strategy, Disposal of Existing Business and Placing
Key points
The Board of IBL is pleased to announce:
* New Board appointments with David Evans joining the Board as non-executive
chairman, Julian Baines as CEO and Dr Kevin Wilson as non-executive director.
* Proposed change in the strategy of the Company moving away from the exploitation
of a portfolio of sports and lifestyle brands to building a business within the
in vitro diagnostic devices ("IVD") market place.
* A placing to raise circa GBP1 million by way of the issue of 8,398,300 new
ordinary shares at a price of 12.75p per share and a commitment to dispose of
the existing licensing business.
Proposed New Strategy
The Board has identified the IVD market place as having significant potential
for generating shareholder value and intends to use IBL as a vehicle to build a
group focused on the IVD industry, through acquisition. The recent Board
appointments bring a wealth of experience in this industry, adding to that of
Gordon Hall, and a strong track record of delivering significant returns to the
shareholders of companies in which they have been directors. The Board's
intention is to deliver attractive returns to shareholders within the next 3-5
years.
The target businesses will be within the diagnostics industry, focusing
initially on applications which will benefit most from the migration of routine
diagnostic testing from the clinical laboratory to the point of care. The target
businesses will have a proven product record, significant intellectual property
and manufacturing expertise.
The IVD Market
In the Directors' opinion, there is a substantial opportunity to construct a
business that can take advantage of the significant ageing profile of the
western world population and help in the diagnosis, treatment and care for older
people.
In vitro diagnostic medical devices are used for the examination of specimen
samples taken from the human body in order to diagnose patients. In particular,
IVDs are used in point of care testing and self testing. As more of the routine
diagnostic testing moves from the clinical laboratory to the point of care, the
Board believes that there will be significant future growth in the use and sale
of IVDs.
General Meeting
Under the AIM Rules for Companies, shareholders' approval is required for the
change of strategy and it is proposed to post a circular to shareholders
shortly; seeking such approval at a general meeting. Once approved by
Shareholders the Company will have 12 months to make an acquisition, or
acquisitions, which constitute a reverse acquisition or implement its investing
strategy. The Board anticipates it will make an acquisition which will
constitute a reverse acquisition within this time frame.
Board appointments and changes
The three new Directors bring a wealth of experience in the diagnostics
industry.
David Evans has significant experience and contacts worldwide within the IVD
industry and is currently chairman of Immunodiagnostic Systems Holdings plc and
Epistem Holdings plc and was formerly a director of BBI Holdings plc ("BBI") and
DxS Limited.
Julian Baines was until recently Group CEO of BBI where he undertook a
management buyout in 2000, a flotation on AIM in 2004 and was responsible for
selling the business to IMI Inc in 2007 for circa GBP85 million. Julian has
resigned from his executive role at BBI but will remain on the board as a non
executive director.
Dr Kevin Wilson has been on the board of a number of public and private
businesses and was Senior Independent Director of BBI from its AIM flotation to
its sale in 2007.
Following the new appointments to the Board, Adam Reynolds has become a
non-executive director and Tony Hutchinson has stepped down from the Board. The
Directors would like to thank Tony for all his efforts over the last 7 years in
developing the Admiral brand and assisting in the disposal of trademark
registrations. Tony will, in the short term, continue to assist the Board with
its strategy of disposing of the licensing business and the Board wishes him
well for the future.
Additional information on new Directors as required by the AIM Rules
David Eric Evans, aged 49, has held the following directorships within the last
five years:
+--------------------------------------+--------------------------------------+
| Current | |
+--------------------------------------+--------------------------------------+
| BgenuineTec Inc | Onyx Research Chemicals Limited |
+--------------------------------------+--------------------------------------+
| Epistem Holdings plc | Quotient Diagnostics Limited |
+--------------------------------------+--------------------------------------+
| Epistem Limited | Scancell Holdings plc |
+--------------------------------------+--------------------------------------+
| Immunodiagnostic Systems Limited | Scipac Limited |
+--------------------------------------+--------------------------------------+
| Immunodiagnostics Systems Holdings | Vindon Healthcare plc |
| plc | |
+--------------------------------------+--------------------------------------+
| Omega Diagnostics Group plc | |
+--------------------------------------+--------------------------------------+
| | |
+--------------------------------------+--------------------------------------+
| Former | |
+--------------------------------------+--------------------------------------+
| BBI Holdings plc | Nestech Limited |
+--------------------------------------+--------------------------------------+
| Chromogenex Limited | Omega Diagnostics Limited |
+--------------------------------------+--------------------------------------+
| CY Realisations Limited | Physiomics plc |
+--------------------------------------+--------------------------------------+
| DxS EBT Company Limited | Platform Diagnostics Limited |
+--------------------------------------+--------------------------------------+
| DxS Limited | Scottish Enterprise Tayside |
+--------------------------------------+--------------------------------------+
| Electro-Medical Limited | Storyland Group plc |
+--------------------------------------+--------------------------------------+
| Haptogen Limited | Storyland Limited |
+--------------------------------------+--------------------------------------+
Julian Baines, aged 45, has held the following directorships within the last
five years:
+--------------------------------------+--------------------------------------+
| Current | |
+--------------------------------------+--------------------------------------+
| Alchemy Laboratories Limited* | British Biocell International |
| | Limited* |
+--------------------------------------+--------------------------------------+
| BBI Enzymes Limited* | J&K (Cardiff) Limited |
+--------------------------------------+--------------------------------------+
| BBI Healthcare Limited* | Platform Diagnostics Limited |
+--------------------------------------+--------------------------------------+
| BBI Holdings plc | Quotient Diagnostics Limited |
+--------------------------------------+--------------------------------------+
| BBI Life Sciences Limited* | Supply Project Solutions Limited |
+--------------------------------------+--------------------------------------+
| Former | |
+--------------------------------------+--------------------------------------+
| Qnostics Limited | |
+--------------------------------------+--------------------------------------+
| *Julian has resigned from these directorships, effective from 4 December |
| 2009 |
+--------------------------------------+--------------------------------------+
Dr Kevin William Wilson has held the following directorships within the last
five years:
+--------------------------------------+--------------------------------------+
| Current | |
+--------------------------------------+--------------------------------------+
| Aisha Childcare Limited | Soccerstockmarket Limited |
+--------------------------------------+--------------------------------------+
| Big Life Employment Limited | The Big Issue in the North Limited |
+--------------------------------------+--------------------------------------+
| Hon-Sho Limited | The Big Life Company Limited |
+--------------------------------------+--------------------------------------+
| | |
+--------------------------------------+--------------------------------------+
| Former | |
+--------------------------------------+--------------------------------------+
| BBI Holdings plc | Storyland Group plc |
+--------------------------------------+--------------------------------------+
There are no further disclosures to be made in accordance with schedule 2 (g) of
the AIM Rules.
Disposal of Existing Business
IBL, through its Swiss based subsidiary, currently exploits a portfolio of
sports and lifestyle brands, trade names and logos by granting licenses to third
parties allowing them to manufacture, market and sell products in pre determined
territories.
As previously notified to shareholders the Company has, for a period of time,
been seeking to maximise shareholder value through the disposal of certain
territories as and when opportunities arose. Last year, the Company successfully
sold the trademark registrations over the Admiral sports brand in Turkey, South
Africa and Japan and earlier this year the rights to the Admiral brand in
Australia and New Zealand.
The aim of the Board now is to complete its disposal programme and to embark on
a new strategy within the IVD market.
The proceeds of all of the disposals will be used for investment in the proposed
new strategy of the Company. The Company will make further announcements as and
when the remainder of the Company's brand licensing rights are sold.
Placing
The Company has also today announced a placing to raise GBP1.07 million (before
expenses) through the placing of 8,398,300 new ordinary shares at 12.75p per
share, which compares to the middle market price of 13.5p at the close of
business on 24 November 2009.
The placing is mainly being subscribed for by the enlarged management team.
Following the placing the interests of the Directors in the enlarged share
capital will be as set out below:
+--------------+---------+--------+---+---------------+---+--------------+--------+
| | Pre Placing | | Placing | | Post Placing |
+--------------+------------------+---+---------------+---+-----------------------+
| Director | No. of | % of | | Placing | | Total No. of | % of |
| | Shares | issued | | Shares | | Shares | issued |
| | | Shares | | | | after | Shares |
| | | | | | | Placing | |
+--------------+---------+--------+---+---------------+---+--------------+--------+
| | | | | | | | |
+--------------+---------+--------+---+---------------+---+--------------+--------+
| David Evans | - | - | | 1,017,846 | | 1,017,846 | 2.42% |
+--------------+---------+--------+---+---------------+---+--------------+--------+
| Julian | - | - | | 1,357,127 | | 1,357,127 | 3.23% |
| Baines | | | | | | | |
+--------------+---------+--------+---+---------------+---+--------------+--------+
| Paul Foulger | 70,000 | 0.21% | | 814,276 | | 884,276 | 2.11% |
+--------------+---------+--------+---+---------------+---+--------------+--------+
| Gordon Hall | - | - | | 339,282 | | 339,282 | 0.81% |
+--------------+---------+--------+---+---------------+---+--------------+--------+
| Adam | 187,500 | 0.56% | | 814,276 | | 1,001,776 | 2.39% |
| Reynolds | | | | | | | |
+--------------+---------+--------+---+---------------+---+--------------+--------+
| Kevin Wilson | - | - | | 1,017,846 | | 1,017,846 | 2.42% |
+--------------+---------+--------+---+---------------+---+--------------+--------+
The new ordinary shares rank pari passu with the existing ordinary shares in
issue and application has been made for these shares to be admitted to dealings,
which is expected to commence on 27 November 2009.
Adam Reynolds, non-executive director, commented on the new Board appointments:
"I am delighted to welcome David, Julian and Kevin to the board. This management
team, in conjunction with Gordon Hall, has an extensive network of contacts with
leading IVD companies worldwide and a proven track record in growing diagnostics
businesses and returning substantial returns to their shareholders. "
For further information, please contact:
International Brand Licensing plc Tel: 020 7823 1733
David Evans, Non Executive Chairman
Julian Baines, CEO
Adam Reynolds, Non Executive Director
Nominated Adviser and Broker
Zeus Capital Tel: 0161 831 1512
Ross Andrews
Tom Rowley
Public Relations
Hansard Group Tel: 0207 245
1100
John Bick
Justine James
This information is provided by RNS
The company news service from the London Stock Exchange
END
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