TIDMIBL 
 
RNS Number : 6037N 
International Brand Licensing PLC 
15 June 2010 
 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO 
THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH 
AFRICA OR THE REPUBLIC OF IRELAND OR ANY OTHER JURISDICTION IN WHICH THE 
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. 
PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE ANNOUNCEMENT. 
 
15 June 2010 
                        INTERNATIONAL BRAND LICENSING PLC 
                            ("IBL" or the "Company") 
 
                  Proposed Acquisition of EKF-diagnostic GmbH 
              Placing to raise GBP15.06m (gross) at 15p per share 
                 Change of name to EKF Diagnostics Holdings plc 
 
International Brand Licensing Plc (AIM: IBL), which has recently re-focussed on 
building a business within the in vitro diagnostic devices market, announces: 
 
·     an agreement to acquire EKF-diagnostic GmbH ("EKF") for a total 
consideration of EUR14.32m to be satisfied by EUR11.32m in cash on completion and 
EUR3m deferred consideration in shares; 
·     a placing by Zeus Capital and Matrix Corporate Capital to raise 
approximately GBP15.06m (gross) by means of the issue of 100,435,653 new 
Ordinary Shares at 15 pence per share to fund the acquisition and to provide 
working capital; and 
·     a change of name of the Company to EKF Diagnostics Holdings plc (AIM 
trading symbol will be EKF.L). 
 
Commenting, Julian Baines, CEO of IBL, said: "This acquisition is the first step 
in our strategy to build a diagnostics business and gives us a good platform for 
future growth both organically and by further acquisitions. We intend, in 
particular, to focus on devices and reagents relating to diabetes, one of the 
fastest growing diseases in the world." 
 
The acquisition of EKF, which constitutes a reverse takeover under the AIM 
rules, will provide the Company with an established, profitable and cash 
generative business within the diagnostic devices industry. The Enlarged Group 
will be a manufacturer and distributor of point of care diagnostic devices and 
reagents and will immediately have sales and distribution channels into over 65 
countries (including the key markets of the US, Europe and Russia). 
 
The unaudited pro forma income statement, illustrating the effect on the Company 
of the acquisition as if it had been part of the Group for the year ended 31 
December 2009, shows pro forma group revenue of GBP11.17 million and profit from 
operations of GBP2.67 million. 
 
About EKF: www.ekf-diagnostic.de 
EKF, based in Barleben, Germany, was founded in 1990 and focuses on the 
development, manufacture and selling of diagnostic instruments and reagents to 
clinical and research laboratories, doctors' offices and sports medicine testing 
sites worldwide. EKF focuses on diabetes and anaemia testing, two of the main 
segments of the point of care market. 
 
At completion IBL will be the holding company of a group of diagnostics 
businesses with offices in Germany, Poland and Russia (where EKF will own 60 per 
cent. of the issued shares of the local entity). 
 
A general meeting of IBL will be held at the offices of Memery Crystal LLP, 44 
Southampton Buildings, London WC2A 1AP on 2 July 2010 at 11am and the Board 
(representing c. 13.38% of the Company's Existing Ordinary Shares) unanimously 
recommends that shareholders vote in favour of the Resolutions to be proposed. 
 
  IBL will host a conference call for analysts at 8am and a lunch briefing at 
                                  12.30pm today 
        for further details please contact Walbrook PR (contacts below) 
 
 
+---------------------------------------+------------------------------+ 
| Enquiries:                            |                              | 
|                                       |                              | 
+---------------------------------------+------------------------------+ 
| International Brand Licensing plc     |                              | 
+---------------------------------------+------------------------------+ 
| Julian Baines, CEO                    |           Mob: 07788 420 859 | 
+---------------------------------------+------------------------------+ 
| Paul Foulger, Finance Director        |           Tel: 020 7823 1733 | 
+---------------------------------------+------------------------------+ 
|                                       |                              | 
+---------------------------------------+------------------------------+ 
| Zeus Capital (Nominated Adviser and   |           Tel: 0161 831 1512 | 
| Joint Broker)                         |                              | 
+---------------------------------------+------------------------------+ 
| Ross Andrews / Tom Rowley             |                              | 
+---------------------------------------+------------------------------+ 
|                                       |                              | 
+---------------------------------------+------------------------------+ 
| Matrix Corporate Capital LLP (Joint   |           Tel: 020 3206 7000 | 
| Broker)                               |                              | 
+---------------------------------------+------------------------------+ 
| Robert Naylor / Stephen Waterman      |                              | 
+---------------------------------------+------------------------------+ 
|                                       |                              | 
+---------------------------------------+------------------------------+ 
| Walbrook PR                           |           Tel: 020 7933 8787 | 
+---------------------------------------+------------------------------+ 
| Paul McManus                          |           Mob: 07980 541 893 | 
+---------------------------------------+------------------------------+ 
|                                       |  paul.mcmanus@walbrookpr.com | 
+---------------------------------------+------------------------------+ 
 
Below are extracts from the Admission Document which has been sent to 
shareholders today. The full Admission Document is available on the Company's 
website: www.iblplc.com 
 
The release, publication or distribution of this announcement in certain 
jurisdictions may be restricted by law and therefore persons in such 
jurisdictions into which this announcement is released, published or distributed 
should inform themselves about and observe such restrictions. 
 
Zeus Capital Limited, which is authorised and regulated in the United Kingdom by 
the Financial Services Authority, is acting as nominated adviser to 
International Brand Licensing plc and is acting for no-one else in connection 
with the Proposals and will not be responsible to anyone other than 
International Brand Licensing plc for providing the protections afforded to 
clients of Zeus Capital Limited nor for providing advice in connection with the 
Proposals or any other matter referred to herein. Zeus Capital Limited has not 
authorised the contents of, or any part of, this announcement or the Admission 
Document and no liability whatsoever is accepted by Zeus Capital Limited for the 
accuracy of any information or opinions contained in this announcement or the 
Admission Document or for the omission of any information. 
 
Matrix Corporate Capital LLP, which is authorised and regulated in the United 
Kingdom by the Financial Services Authority, is acting as joint broker to 
International Brand Licensing plc and is acting for no-one else in connection 
with the Proposals and will not be responsible to anyone other than 
International Brand Licensing plc for providing the protections afforded to 
clients of Matrix Corporate Capital LLP nor for providing advice in connection 
with the Proposals or any other matter referred to herein. Matrix Corporate 
Capital LLP has not authorised the contents of, or any part of, this 
announcement or the Admission Document and no liability whatsoever is accepted 
by Matrix Corporate Capital LLP for the accuracy of any information or opinions 
contained in this announcement or the Admission Document or for the omission of 
any information. 
 
 
Key Statistics 
 
+----------------------------------------------+-----------------------+ 
| Existing Share Capital                       |                       | 
+----------------------------------------------+-----------------------+ 
| Current number of Ordinary Shares in issue   |            41,991,653 | 
+----------------------------------------------+-----------------------+ 
| Placing                                      |                       | 
+----------------------------------------------+-----------------------+ 
| Number of Placing Shares                     |           100,435,653 | 
+----------------------------------------------+-----------------------+ 
| Placing Price                                |                   15p | 
+----------------------------------------------+-----------------------+ 
| Gross proceeds of the Placing                |      GBP15.06 million | 
+----------------------------------------------+-----------------------+ 
| Estimated net proceeds of the Placing        |      GBP13.52 million | 
+----------------------------------------------+-----------------------+ 
| Acquisition                                  |                       | 
+----------------------------------------------+-----------------------+ 
| Cash Consideration                           |           EUR11,320,000 | 
+----------------------------------------------+-----------------------+ 
| Maximum number of Consideration Shares       |            16,732,482 | 
+----------------------------------------------+-----------------------+ 
| Upon Admission                               |                       | 
+----------------------------------------------+-----------------------+ 
| Market capitalisation of the Enlarged Group  |      GBP21.36 million | 
| at the Placing Price immediately following   |                       | 
| Admission                                    |                       | 
+----------------------------------------------+-----------------------+ 
| Placing Shares as a percentage of the        |                70.52% | 
| Enlarged Issued Share Capital                |                       | 
+----------------------------------------------+-----------------------+ 
 
Expected timetable 
 
+----------------------------------------------+-----------------------+ 
| Admission document publication date          |          15 June 2010 | 
+----------------------------------------------+-----------------------+ 
| Latest time and date for receipt of Proxy    | 11.00 a.m. on 30 June | 
| Forms for the General Meeting                |                  2010 | 
+----------------------------------------------+-----------------------+ 
| General Meeting                              |  11.00 a.m. on 2 July | 
|                                              |                  2010 | 
+----------------------------------------------+-----------------------+ 
| First Admission and commencement of dealings |   8.00 a.m. on 5 July | 
| in the First Tranche Placing Shares*         |                       | 
+----------------------------------------------+-----------------------+ 
| Second Admission and commencement of         |   8.00 a.m. on 6 July | 
| dealings in the Second Tranche Placing       |                       | 
| Shares**                                     |                       | 
+----------------------------------------------+-----------------------+ 
| Third Admission and commencement of dealings |   8.00 a.m. on 7 July | 
| in the Enlarged Issued                       |                       | 
| Share Capital (including the Third Tranche   |                       | 
| Placing Shares***)                           |                       | 
+----------------------------------------------+-----------------------+ 
 
* The First Tranche Placing Shares represent 10,666,665 Placing Shares proposed 
to be subscribed by certain venture capital trusts (VCT) and EIS investors 
(those that have raised their funds since 6 April 2006). 
 
** The Second Tranche Placing Shares represent 25,499,998 Placing Shares 
proposed to be subscribed by certain VCT (those that have raised their funds 
prior to 6 April 2006). 
 
*** The Third Tranche Placing Shares represents 64,268,990 Placing Shares 
proposed to be subscribed by non VCT and EIS investors. 
 
Introduction 
On 26 November 2009, IBL announced a change of strategy in order to focus on 
building a business within the diagnostics market place through acquisition and 
organic growth. The Company also announced the appointment of a new management 
team with significant experience, contacts worldwide and a proven track record 
of acquisition, integration and growing businesses within the diagnostics 
industry. The new management team is headed by David Evans, as Non-Executive 
Chairman, and Julian Baines, as Chief Executive Officer. 
 
The Enlarged Group 
The Acquisition will provide the Company with an established, profitable and 
cash generative business within the diagnostic devices industry. The Enlarged 
Group will be a manufacturer and distributor of point of care diagnostic devices 
and reagents and will immediately have sales and distribution channels into over 
65 countries (including the key markets of the US, Europe and Russia). The 
Acquisition is the first step in the strategy to build a business within the 
diagnostics market place through acquisition and organic growth with the 
objective of delivering value to shareholders. 
 
In the Directors' opinion, there is an opportunity, by utilising the expertise 
of the management team within the diagnostics industry, to build a business that 
can take advantage of the ageing profile of the Western World's population and 
help in the diagnosis, treatment and care for these people. Diagnostic devices 
are used for the examination of specimen samples taken from the human body in 
order to diagnose disease and identify treatment options in patients. In recent 
years, advances in the cost, specificity, complexity and size of the instruments 
which are used has led routine diagnostic testing to move from centralised 
clinical testing laboratories to the point of care. This has significant 
benefits to the cost and quality of healthcare services and the Board believes 
that there will be significant future growth in the use and sale of diagnostic 
devices and associated reagents. 
 
Whilst the Enlarged Group's suite of products will service a broad range of 
point of care diagnostics segments, including anaemia, heart disease and 
metabolic function, the Directors intend, in particular, to grow the Enlarged 
Group's existing focus on diabetes devices and reagents. Diabetes is one of the 
fastest growing diseases in the world, with the number of diabetes patients 
globally expected to increase from a base of 246 million in 2006, to 380 million 
in 2025. 
 
About EKF 
The EKF Group comprises established businesses with operations in Germany, 
Poland and Russia (where EKF will, upon Admission, hold 60 per cent. of the 
issued share capital of the local entity) which are focused on the design, 
development, manufacture and selling of diagnostic instruments and reagents. The 
group also sells ancillary products including a line of proprietary cuvettes 
(small transparent containers which contain the patients' specimen in the 
device). The EKF Group's products and devices are designed to meet the needs of 
smaller professional clinical and research laboratories, doctors' offices, 
sports clinics and athletic testing sites. The EKF Group has its own sales force 
and is particularly strong in Eastern Europe and Russia which, the Directors 
believe, represent significant untapped point of care markets. 
 
Future Growth 
The Directors, drawing on their experience in building companies in the 
diagnostics market, have identified a clear strategy for generating shareholder 
value through the following initiatives: 
 
·     Improving the sales and marketing strategy - the Directors believe this is 
currently significantly under resourced and that EKF is under represented in 
four of the five largest markets in Western Europe as well as in the US. The 
Directors intend to develop stronger distribution relationships in Italy, 
France, Spain, the UK and in the US and to continue improving the Company's 
existing sales and marketing strategy in Germany. 
 
The Directors also believe there is a significant opportunity to build the sales 
base of the Hemocontrol device, EKF's CLIA waived (US FDA home use approved) 
device for testing for haemoglobin and haematocrit, in order to compete with the 
only established competitor in the US; 
 
·     Gaining further regulatory approvals to enable the launch of products - 
examples include the proposed launch of EKF's glycated haemoglobin instrument in 
late 2010; 
·     Centralising and expanding manufacturing capability - centralisation of 
the Enlarged Group's manufacturing activities is expected to provide cost 
savings and optimise production; 
 
·     Enhancing the product base through research and development - through the 
utilisation of EKF's research and development facilities in Germany to develop 
an ongoing supply of new products; 
 
·     Re-evaluating the distribution business model - by gradually building on 
the value of direct sales with the consequent improvement upon gross margins; 
and 
 
·     Acquiring other companies or products - the Directors will continue to 
seek acquisition opportunities and are in discussion with a small diagnostics 
business and have identified other acquisition targets. 
 
Management 
David Evans and Julian Baines have a proven track record in acquiring, 
integrating and growing businesses in the diagnostic area, exemplified by their 
role at BBI Holdings plc ("BBI"), which they grew through acquisition and 
organic growth, from a value of GBP4 million at the time of the management 
buyout in 2000, to a value of GBP84 million in 2007, when BBI was sold to 
Inverness Medical Innovations Inc. David is also chairman of Immunodiagnostic 
Systems Holdings plc. 
 
The Directors have focused on the retention of high quality management within 
the group. Berthold Walter, the Chief Executive Officer of EKF, who has 
expertise in the development and manufacture of diagnostic platforms, will 
remain with the Enlarged Group as Managing Director of the EKF Group. 
 
The Market 
While the Enlarged Group will market products to small centralised diagnostic 
testing laboratories, it is the point of care market which, in the Directors' 
opinion, represents the greatest commercial opportunity. Point of care testing 
is defined as diagnostic tests completed in close proximity to patients. By 
performing diagnostic tests closer to patients and obtaining results directly at 
the point of care, care providers can immediately diagnose and treat patients. 
 
It is estimated that approximately 70 per cent. of medical decisions are based 
on diagnostic test results and there is a growing demand for faster testing 
which simply cannot be addressed by centralised testing laboratories. The 
availability of viable point of care testing technologies is now highlighting 
the cost and outcome benefits (in particular the relative costs of delaying 
diagnosis) and this is driving evolution of the market towards the least 
expensive and most efficient means of testing. 
 
According to Frost & Sullivan, the US is the largest point of care market, worth 
an estimated value of US$2.1 billion in 2009 with a compound annual growth rate 
of 9.2 per cent.The western European point of care market was valued at US$1.29 
billion in 2007, growing at an annual rate of 10.4 per cent. In 2008 the Asia 
Pacific market was estimated to be worth US$190 million. 
 
Current Trading 
On 10 June 2010, the Company announced its audited results for the year ended 31 
December 2009. Revenue for the period was GBP256,000 (2008: GBP465,000), the 
loss before tax was GBP277,000 (2008: GBP923,000) and as at 31 December 2009, 
the Company had cash and cash equivalents of GBP3,037,000. The Company has 
continued to trade in line with the Directors' expectations since 31 December 
2009 and the Board continues to seek opportunities for the disposal of its 
remaining licensing business assets. A copy of the annual report and accounts 
for the three financial years ending 31 December 2009 can be found on the 
Company's website at www.iblplc.com. 
 
Trading at EKF in the first quarter of the financial year was impacted by 
reduced public sector budgets for the year ended 31 March 2010 and by a delay in 
a significant Chinese contract which did not commence until April 2010. 
 
The Directors believe that the Acquisition will be a step change for the Company 
and they view the future with confidence. 
 
The Company's year-end remains 31 December and the first consolidated results 
for the Enlarged Group will be for the year ended 31 December 2010. 
 
Principal Terms of the Acquisition 
Under the Acquisition Agreement, the Company has, conditional upon, inter alia, 
Admission, agreed to acquire EKF for a total consideration of EUR14.32 million. 
The consideration will be satisfied by the payment of EUR11.32 million in cash on 
Completion and EUR3 million satisfied by the issue of 16,732,482 new Ordinary 
Shares at the Placing Price, on the second anniversary of Completion. This 
deferred share consideration will be reduced to the extent that there have been 
any successful claims under the warranties in the Acquisition Agreement. 
 
Placing 
Under the Placing the Company is raising approximately GBP15.06 million, before 
expenses, through the placing of 100,435,653 new Ordinary Shares at the Placing 
Price. 
 
The Placing Shares will, upon allotment, rank pari passu in all respects with 
the Existing Ordinary Shares. The Placing Price of 15 pence per Placing Share 
represents a discount of approximately 26.83 per cent. to the middle market 
price of an Ordinary Share at the close of business on 14 June 2010, being the 
latest practicable date prior to the publication of this document. 
 
Reverse Takeover 
In view of its size, in relation to the Company, the Acquisition constitutes a 
reverse takeover under the AIM Rules and, as such, is conditional upon 
Shareholders' approval, the admission of the Enlarged Issued Share Capital to 
trading on AIM and the publication of an Admission Document. It is expected that 
Admission will become effective and dealings on AIM of the Enlarged Issued Share 
Capital will commence on 7 July 2010. 
 
Change of Name 
To reflect the EKF brand within the diagnostic devices market place it is 
proposed to change the name of the Company to EKF Diagnostics Holdings plc. 
 
Recommendation 
The Board considers that the Proposals are in the best interests of the Company 
and would promote the success of the Company for the benefit of its Shareholders 
as a whole and unanimously recommend you to vote in favour of the Resolutions to 
be proposed at the General Meeting as they intend to do in respect of their 
aggregate shareholdings of 5,618,153 Existing Ordinary Shares representing 
approximately 13.38 per cent. of the Company's Existing Ordinary Shares. 
 
ENDS 
 
DEFINITIONS 
 
The following definitions apply throughout this announcement unless the context 
requires otherwise. 
 
+---------------------------------+---------------------------------+ 
| "Acquisition"                   | the proposed acquisition by the | 
|                                 | Company of the entire issued    | 
|                                 | share capital of EKF, to be     | 
|                                 | effected pursuant to the        | 
|                                 | Acquisition Agreement;          | 
+---------------------------------+---------------------------------+ 
| "Acquisition Agreement"         | the agreement dated 15 June     | 
|                                 | 2010, under which the Company   | 
|                                 | has conditionally agreed to     | 
|                                 | acquire EKF;                    | 
+---------------------------------+---------------------------------+ 
| "Admission"                     | First Admission, Second         | 
|                                 | Admission and Third Admission   | 
|                                 | (and for any of them as the     | 
|                                 | case may be);                   | 
+---------------------------------+---------------------------------+ 
| "Admission Document"            | the Admission document dated 15 | 
|                                 | June 2010;                      | 
+---------------------------------+---------------------------------+ 
| "AIM"                           | the market of that name         | 
|                                 | operated by the London Stock    | 
|                                 | Exchange;                       | 
+---------------------------------+---------------------------------+ 
| "AIM Rules"                     | the AIM Rules for Companies     | 
|                                 | published by the London Stock   | 
|                                 | Exchange which set out the      | 
|                                 | rules and responsibilities in   | 
|                                 | relation to companies whose     | 
|                                 | shares are admitted to AIM;     | 
+---------------------------------+---------------------------------+ 
| "Board" or "Directors"          | the directors of the Company at | 
|                                 | the date of this document;      | 
+---------------------------------+---------------------------------+ 
| "Cash Consideration"            | the cash consideration of       | 
|                                 | EUR11,320,000 to be paid to       | 
|                                 | shareholders of EKF pursuant to | 
|                                 | the Acquisition Agreement;      | 
+---------------------------------+---------------------------------+ 
| "Change of Name"                | the proposed change of name of  | 
|                                 | the Company to EKF Diagnostics  | 
|                                 | Holdings plc;                   | 
+---------------------------------+---------------------------------+ 
| "Completion"                    | completion of the Proposals;    | 
+---------------------------------+---------------------------------+ 
| "Consideration Shares"          | the issue of 16,732,482 new     | 
|                                 | Ordinary Shares, with a value   | 
|                                 | of EUR3,000,000, at the Placing   | 
|                                 | Price, to be issued to the      | 
|                                 | vendors of EKF pursuant to the  | 
|                                 | Acquisition Agreement on the    | 
|                                 | second anniversary of           | 
|                                 | Completion;                     | 
+---------------------------------+---------------------------------+ 
| "EKF"                           | EKF-diagnostic GmbH             | 
+---------------------------------+---------------------------------+ 
| "Enlarged Group"                | the Company and its             | 
|                                 | subsidiaries following          | 
|                                 | completion of the Acquisition;  | 
+---------------------------------+---------------------------------+ 
| "Enlarged Issued Share Capital" | the entire issued share capital | 
|                                 | of the Company as enlarged by   | 
|                                 | the issue of the Placing        | 
|                                 | Shares;                         | 
+---------------------------------+---------------------------------+ 
| "Existing Ordinary Shares"      | the 41,991,653 Ordinary Shares  | 
|                                 | in issue at the date of this    | 
|                                 | announcement;                   | 
+---------------------------------+---------------------------------+ 
| "First Tranche Placing Shares"  | the 10,666,665 Placing Shares   | 
|                                 | proposed to be subscribed by    | 
|                                 | certain venture capital trusts  | 
|                                 | and EIS investors;              | 
+---------------------------------+---------------------------------+ 
| "General Meeting"               | the general meeting of the      | 
|                                 | Company to be held at 11.00     | 
|                                 | a.m. on 2 July 2010, at the     | 
|                                 | offices of Memery Crystal LLP,  | 
|                                 | 44 Southampton Buildings,       | 
|                                 | London WC2A 1AP;                | 
+---------------------------------+---------------------------------+ 
| "Group"                         | the Company and its             | 
|                                 | subsidiaries as at the date of  | 
|                                 | this document;                  | 
+---------------------------------+---------------------------------+ 
| "Ordinary Shares"               | the ordinary shares of 1 pence  | 
|                                 | each in the capital of the      | 
|                                 | Company;                        | 
+---------------------------------+---------------------------------+ 
| "Placing"                       | the conditional placing of the  | 
|                                 | Placing Shares by Zeus Capital  | 
|                                 | and Matrix Corporate Capital,   | 
|                                 | as agents for the Company,      | 
|                                 | pursuant to the Placing         | 
|                                 | Agreement;                      | 
+---------------------------------+---------------------------------+ 
| "Placing Agreement"             | the conditional agreement dated | 
|                                 | 15 June 2010, between (1) the   | 
|                                 | Company, (2) the Directors, (3) | 
|                                 | Zeus Capital and (4) Matrix     | 
|                                 | Corporate Capital, relating to  | 
|                                 | the Placing                     | 
+---------------------------------+---------------------------------+ 
| "Placing Price"                 | 15p per Placing Share;          | 
+---------------------------------+---------------------------------+ 
| "Placing Shares"                | 100,435,653 new Ordinary Shares | 
|                                 | to be issued pursuant to the    | 
|                                 | Placing;                        | 
+---------------------------------+---------------------------------+ 
| "Proposals"                     | the Acquisition, the Placing,   | 
|                                 | the Change of Name, the         | 
|                                 | increase in authorised share    | 
|                                 | capital and Admission;          | 
+---------------------------------+---------------------------------+ 
| "Resolutions"                   | the resolutions set out in the  | 
|                                 | notice of General Meeting;      | 
+---------------------------------+---------------------------------+ 
| "Second Admission"              | admission of the Second Tranche | 
|                                 | Placing Shares to trading on    | 
|                                 | AIM becoming effective in       | 
|                                 | accordance with the AIM Rules;  | 
+---------------------------------+---------------------------------+ 
| "Second Tranche Placing Shares" | the 25,499,998 Placing Shares   | 
|                                 | (not being the First Tranche    | 
|                                 | Placing Shares) proposed to be  | 
|                                 | subscribed by certain venture   | 
|                                 | capital trusts;                 | 
+---------------------------------+---------------------------------+ 
| "Shareholder"                   | the holder of Existing Ordinary | 
|                                 | Shares;                         | 
+---------------------------------+---------------------------------+ 
| "Third Admission"               | admission of the Third Tranche  | 
|                                 | Placing Shares to trading on    | 
|                                 | AIM becoming effective in       | 
|                                 | accordance with the AIM Rules;  | 
+---------------------------------+---------------------------------+ 
| "Third Tranche Placing Shares"  | the 64,268,990 Placing Shares   | 
|                                 | (other than the First Tranche   | 
|                                 | Placing Shares and the Second   | 
|                                 | Tranche Placing Shares);        | 
+---------------------------------+---------------------------------+ 
 
 
DISCLAIMER 
 
This announcement does not constitute an offer to sell or an invitation to 
subscribe for, or solicitation of an offer to subscribe for or buy, Ordinary 
Shares to any person in any jurisdiction to whom it is unlawful to make such 
offer, invitation or solicitation. In particular, this announcement must not be 
taken, transmitted, distributed or sent, directly or indirectly, in, or into, 
the United States of America, Canada, Australia, Japan, the Republic of Ireland 
or the Republic of South Africa or transmitted, distributed or sent to, or by, 
any national, resident or citizen of such countries. Accordingly, the Existing 
Ordinary Shares and the Placing Shares may not, subject to certain exceptions, 
be offered or sold, directly or indirectly, in, or into, the United States of 
America, Canada, Australia, Japan, the Republic of Ireland or the Republic of 
South Africa or in any other country, territory or possession where to do so may 
contravene local securities laws or regulations. The Existing Ordinary Shares 
and the Placing Shares have not been, and will not be, registered under the 
United States Securities Act of 1933 (as amended) or under the securities 
legislation of any state of the United States of America, any province or 
territory of Canada, Australia, Japan, the Republic of Ireland or the Republic 
of South Africa and they may not be offered or sold, directly or indirectly, 
within the United States of America or Canada, Australia, Japan, the Republic of 
Ireland or the Republic of South Africa or to or for the account or benefit of 
any national, citizen or resident of the United States of America, Canada, 
Australia, Japan, the Republic of Ireland or the Republic of South Africa or to 
any US person (within the definition of Regulation S made under the United 
States Securities Act 1933 (as amended)). 
 
The distribution of this announcement outside the UK may be restricted by law. 
No action has been taken by the Company, Zeus Capital Limited or Matrix 
Corporate Capital LLP that would permit a public offer of shares in the Company 
or possession of this announcement where action for that purpose is required. 
Persons outside the UK who come into possession of this announcement should 
inform themselves about, and observe any restrictions on the distribution of 
this announcement in their particular jurisdiction. Failure to comply with those 
restrictions may constitute a violation of the securities laws of such 
jurisdictions. 
 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCSFMEFLFSSEDM 
 

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