3rd Jan 2012 13:10
03 January 2012
Global Brands S.A. ("Global Brands" or "the Company")
EGM Results
Global Brands S.A., an international business developing branded food operations in Europe, including being the master franchise owner for Domino's Pizza in Switzerland, Luxembourg and Liechtenstein, is pleased to announce that at the EGM held yesterday all resolutions passed with the requisite majorities.
As a result, Global Brands will demerge its existing business, the Pizza Business, into its Swiss subsidiary, Domino's Pizza Switzerland AG, and transfer the shares of that company to Global Brands' shareholders. Under Luxembourg law, the Demerger will be treated as a reduction in capital in specie. When the Demerger is effected, Global Brands will become an Investing Company under the AIM Rules.
The demerger will result in Shareholders holding shares in two distinct entities with separate strategic, capital and economic characteristics and management teams:
·; Global Brands S.A. will be an Investing Company which will target investment opportunities in line with its Investing Policy; and
·; Domino's Pizza Switzerland AG will own the Master Franchise Agreement for Domino's Pizza in Switzerland, Luxembourg and Lichtenstein and will carry on the Pizza Business as a private company.
The capital reorganisation and demerger involves a first a share split, which will be effective from 5 January 2012 (as announced on 30 December 2011), and then a capital reduction. The Company has today updated the timetable to reflect the Capital Reductions being effective 30 days from the day of the publication of the shareholder vote in the Official Gazette, as opposed to the vote itself. Please note that this has resulted in a change to the expected timetable as included in the shareholder circular posted on 21 December 2011. The amended expected timetable for the remaining steps in the Global Brands demerger is set out below.
Expected Timetable
Last day of dealing in Global Brands Ordinary Shares on AIM prior to 1 for 10 split | 4 January 2012 |
First day of dealing of shares on AIM following 1 for 10 share split | 5 January 2012 |
Publication of EGM results in the official gazette in Luxembourg | 9 January 2012 |
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 | 3 February 2012
|
Last day and dealings in Global Brand Ordinary Shares on AIM cum entitlement to participate in Demerger |
08 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 08 February 2012 |
Completion of Demerger | 09 February 2012 |
Reductions of Capital becomes effective | 09 February 2012 |
Expected date of the Demerger | 09 February 2012 |
Posting of share certificates for Domino's Pizza Switzerland AG Shares | By 06 March 2012 |
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 9800
Fiona Kinghorn Tel: (0) 20 7448 9800
www.ad-securities.com
FTI Consulting
Jonathon Brill Tel: (0)20 7831 3113
Caroline Stewart www.fti.com
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