To achieve this change of business, it is proposed to demerge
the Pizza Business completely into Domino's Pizza Switzerland AG.
In July 2011, the Company started the process of moving the assets
and liabilities of the Pizza Business into Domino's Pizza
Switzerland AG as the principal trading entity in the Group. During
this process, it contacted all trading creditors in the Group and
notified them that they were being moved into Domino's Pizza
Switzerland AG. The process is largely complete.
Currently, Global Brands owns the Master Franchise Agreement and
has a number of creditors associated with the costs of a listing.
The Company now proposes transferring all remaining creditors and
the Master Franchise Agreement to Domino's Pizza Switzerland,
leaving Global Brands as clean 'shell'.
Summary of the Demerger
The Demerger will be effected by taking, inter alia, the
following steps:
-- the transfer of the Master Franchise Agreement from Global
Brands to Domino's Pizza Switzerland AG;
-- seeking creditor agreement to and transferring all remaining
creditors from Global Brands into Domino's Pizza Switzerland AG;
and
-- following the share split and reductions of Global Brands'
share capital, Shareholders who are on the Global Brands Register
at the Record Time will receive:
One Domino's Pizza Switzerland AG Share for each Global Brands
Ordinary Share
Shareholders will also continue to hold their existing Global
Brands Ordinary Shares.
The Demerger is conditional (amongst other things) on:
-- the approval by Shareholders of the Resolutions at the
Extraordinary General Meeting to be held on 2 January 2012; and
-- the confirmation of the Reduction of Capital on 2 February
2012. This confirmation is in turn dependent on the agreement of
all creditors to be transferred in Domino's Pizza Switzerland
AG.
In order to effect the Demerger, Shareholders will need to
approve the following at the EGM.
Share Split
Currently, the market price of the shares is GBP0.0022 which is
substantially below the nominal value of CHF0.02. As the Company is
prohibited from issuing new shares at below the nominal value, the
Board proposes a restructuring of the Company's share capital which
aims to reduce the shares' nominal value to an amount that gives
the Board the flexibility to raise further funds.
The proposed restructuring of the share capital of the Company
also aims to offset the Company's accumulated losses in order to
make the Company more attractive to potential new investors.
Consequently, the Board is proposing to split each subscribed
and unissued share of the company with a nominal value of CHF 0.02
into 10 shares with a nominal value of CHF 0.002. Following the
share split, the issued share capital will be represented by
2,476,737,180 shares, each having a nominal value of CHF 0.002 per
share.
The share split will be effective on 2 January 2012 subject to
the Company obtaining the necessary approvals at the EGM.
Capital Reduction to offset accumulated losses
In order to offset the accumulated losses of the Company of CHF
6,000,145 as at 31 December 2010, the Board is proposing to reduce
the issued share capital from CHF 8,915,085 to CHF 2,914,941 by
cancelling 1,019,266,500 shares with a nominal value of CHF 0.002.
This will reduce the issued share capital from 2,476,737,180 shares
to 1,457,470,680 shares.
The capital reduction to offset accumulated losses will be
effective on 2 January 2012 subject to the Company obtaining the
necessary approvals at the EGM.
Capital Reduction to effect the Demerger
In connection with the Demerger, the Board is proposing to
transfer all the assets and liabilities into Domino's Pizza
Switzerland AG and reduce Global Brand's share capital account to
CHF 217,140. The issued share capital will be reduced by an amount
equivalent to the value of the Company's shareholding in Domino's
Pizza Switzerland AG by repurchase of shares of the Company and
payment in kind to the shareholders of the Company, pro rata to
their shareholding, in the form of shares in Domino's Pizza
Switzerland AG.
In order to effect the Demerger, the Board is proposing to
reduce the Company's share capital in accordance with the
provisions of Article 69 (2) of the Luxembourg law dated 10 August
1915 related to commercial companies, as amended. This will involve
the cancellation of part of the Company's share capital
account.
The cancellation of the part of the share capital account will
only take effect if sanctioned by the Shareholders at the
Extraordinary General Meeting and is subject to a 30 day notice
period to creditors of the Company. Providing there is no objection
by creditors and creditors agree to their transfer to Domino's
Pizza Switzerland AG within the 30 notice period the cancellation
will be completed on 2 February 2012, the Demerger will take
effect.
It should be noted that, although it is currently the Board's
intention that the Demerger should be concluded, the Board is
entitled to decide not to proceed with the Demerger at any time
prior to the EGM if it determines that it would not be in the
interests of Shareholders.
Proposed amendments to the Articles of Association
A number of amendments to the Articles of Association are
required to implement the restructuring and require approval at the
Extraordinary General Meeting. Such amendments will include the
change of the par value of the Company's authorised and issued
share capital from CHF 0.02 to CHF 0.002 and the change in the
Company's objectives.
Further Trading Facilities
The Company intends to put in place a matched bargain facility
for Domino's Pizza Switzerland AG in due course following the
Demerger.
3. Global Brands S.A.
Proposed Investing Policy
Following the Demerger becoming effective, the Company will
become an Investing Company under AIM Rules.
The Investing Policy of the Company will be to acquire
controlling stakes, either through the issue of securities or for
cash, in quoted and non-quoted companies. The acquisition strategy
will be focused on a limited number of 'buy and build'
opportunities, with the intention of realising value for
Shareholders through a future exit.
The Board believes that there are attractive near term
opportunities to acquire assets, either quoted or non-quoted, and
through combining aligned businesses, to create value through a
combination of revenue growth and synergistic cost savings.
Any such possible acquisition may constitute a reverse takeover
in accordance with the AIM Rules for Companies and will, therefore,
require Shareholder approval. The Board will ensure that
Shareholders are kept updated with respect to developments in this
regard.
AIM Rule 15
In accordance with AIM Rule 15, the Investing Policy must be
approved by Shareholders in a Extraordinary General Meeting and the
Company must implement the Investing Policy or make an acquisition
or acquisitions which constitute a reverse takeover under the AIM
Rules within 12 months of the Company becoming an Investing
Company. Failure to do so will result in the suspension of the
Global Brands Ordinary Shares on AIM pursuant to AIM Rule 40. If
following suspension of the Global Brands Ordinary Shares in
accordance with AIM Rule 40, the Global Brands Ordinary Shares have
not been re-admitted to trading on AIM within six months from the
date of suspension, the admission of the Global Brands Ordinary
Shares to trading on AIM will be cancelled and the Directors will
convene a Extraordinary General Meeting of the Shareholders to
consider whether to continue seeking investment opportunities or to
wind up the Company and distribute any surplus cash back to
Shareholders. The assessment of whether or not the Investing Policy
has been implemented must be made to the satisfaction of AIM.
Financing of the Company and Domino's Pizza Switzerland AG prior
to the Demerger
In order to fund the Company's immediate working capital
requirements ahead of the EGM:
-- the Company's major shareholder, NobleRock has undertaken to
provide funding of up to GBP200,000 which is intended be introduced
via subscription for new equity in Global Brands.
-- Bruce Vandenberg, the CEO, has undertaken to provide funding
of up to GBP100,000 which is intended to be introduced via
subscription for new equity in Global Brands.
The intention is to issue these shares by 22 December 2011. Such
shares will be subject to the share split and capital reductions
proposed at the EGM.
On the assumption that the full amount of funds are raised, it
is expected that NobleRock will increase its shareholding from
41.5% to 45.92% and it is expected that Bruce Vandenberg will,
either directly, or indirectly, increase his holding in the Company
from 2.48% to 7.90%.
-------------------ENDS--------------------------------------
Notes to Editors:
Global Brands is a public company incorporated under the laws of
Luxembourg and established in 1999. The company has been admitted
to trading on the AIM of the London Stock Exchange since 2005.
The Company is the owner and operator of the exclusive master
franchise of Domino's Pizza in Switzerland, Luxembourg and
Liechtenstein. Domino's Pizza is the world's leading pizza delivery
brand, with over 9000 stores in 63 markets.
Global Brands SA's stated strategy is to add additional
international brands to its portfolio.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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