Ekf Diagnostics Regulatory News (EKF)

26 Nov 2009 07:00



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 £1 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 £85 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:

Julian Baines, aged 45, has held the following directorships within the last five years:

Dr Kevin William Wilson has held the following directorships within the last five years:

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 £1.07 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:

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