Infinity Eng Regulatory News (INFT)

17 February 2012

Global Brands S.A. ("Global Brands" or the "Company")

Completion of Demerger

Reductions of Capital

Issue of Equity

Issue of Warrants

Global Brands S.A. announces the completion of the demerger ("Completion") of its pizza business (the "Demerger"). The Company is now an Investing Company as defined in the AIM Rules for Companies published by the London Stock Exchange plc ("AIM Rules").

Following the share split on 3 January 2012, the reductions of capital effective today and the issue today of a further 74,636,180 new Ordinary Shares of CHF 0.002 each, the total number of shares now in issue is 183,386,180 Ordinary Shares of CHF 0.002.

The new details of the Ordinary Shares of CHF 0.002 are as follows:

ISSUER: GLOBAL BRANDS SA

DESCRIPTION: ORD CHF 0.002 (NEW)

SEDOL: B6RQMS4

ISIN: LU0726886947

OPOL: XLON

The Company has also granted warrants ("New Warrants") over a total 18,959,655 Ordinary Shares at an exercise price of £0.002.

Global Brands shareholders on the register at 6.00 p.m. on 16 February 2012 will receive one New Warrant for every 10 Ordinary Shares held. They will also receive one new share in Domino's Pizza Switzerland AG for every Ordinary Share held.

The table below summarises the shareholder position on Completion by way of an example using a holding of 1,000 Ordinary Shares:

The new share certificates and warrant certificates for Global Brands SA will be posted to shareholders by 24 February 2012. As announced on 19 January 2012, shareholders will not be issued share certificates for Domino's Pizza Switzerland AG and the definitive record of share ownership is the share register maintained by the Swiss company. However, a letter from Domino's Pizza Switzerland AG confirming the shareholder's entitlement to shares in Domino's Pizza Switzerland AG and contact details will also be posted to shareholders by 24 February 2012.

Reductions of Capital

As detailed in the circular to shareholders dated 20 December 2011 (the "Circular"), the reductions of capital become effective today.

Following the 1 for 10 share split on 3 January 2012, a total number of 2,419,737,180 Ordinary Shares of CHF 0.002 each were in issue.

With effect from today, a total of 2,310,987,180 Ordinary Shares of CHF 0.002 have been cancelled as a result of the reductions of capital. Of these, 1,019,266,500 Ordinary Shares have been cancelled through the capital reduction to offset the accumulated losses of CHF 6,000,144. A further 1,291,720,680 Ordinary Shares have been cancelled through the reduction of capital pursuant to the Demerger leaving a total of 108,750,000 Ordinary Shares in issue before the issue of equity described below. Fractional entitlements will be disregarded.

Issue of Equity

As detailed in the Circular, the Company's broker, Alexander David Securities Limited ("Alexander David"), had conditionally placed 35,000,000 new Ordinary Shares at £0.002 per share to raise £70,000 before expenses (the "Placing"). The Placing was conditional on the Completion and is now effective. Accordingly, the Company has issued 35,000,000 new Ordinary Shares of CHF 0.002 to subscribers to the Placing.

Also as detailed in the Circular, the Company's broker Alexander David has now converted accrued fees of £79,272.36 into Ordinary Shares at the placing price of £0.002. Accordingly, the Company has issued a further 39,636,180 new Ordinary Shares of CHF 0.002 in the Company to Alexander David.

Application has been made for the 74,636,180 new Ordinary Shares to be admitted to trading on AIM on 17 February 2012.

The total number of shares now in issue is 183,386,180 Ordinary Shares of CHF 0.002 each.

Following the issues of equity, the following persons and companies have an interest of 3% or more in the issued share capital of the Company:

The Company's CEO, Bruce Vandenberg, either directly or indirectly, holds a total of 8,795,639 Ordinary Shares representing 4.8% of the Company's issued share capital.

Issue of Warrants

A total of 18,959,655 New Warrants have been granted at an exercise price of £0.002:

1. Shareholders who were on the register of members at 6:00 pm on 16 February 2012 have been issued one New Warrant for every ten (10) Ordinary Shares held. Each New Warrant entitles the holder to subscribe for one Ordinary Share at an exercise price of £0.002 and has an exercise period of six months. For the purposes of calculating the number of New Warrants to be granted to Shareholders, fractional entitlements were disregarded.

A total of 10,875,000 New Warrants have been issued to Shareholders who were on the register of members at 6:00 pm on 16 February 2012.

2. Subscribers to the Placing have also received one New Warrant for every ten (10) Ordinary Shares. Each New Warrant entitles the holder to subscribe for one Ordinary Share at an exercise price of £0.002 and has an exercise period of six months.

A total of 3,500,000 New Warrants have been issued to subscribers to the Placing.

3. In addition, for the arrangement and structuring of the new business of the Company, Alexander David has been granted 4,584,655 New Warrants. Each New Warrant entitles Alexander David to subscribe for one Ordinary Share at an exercise price of £0.002 and has an exercise period of two years.

Issue of Equity in Domino's Pizza Switzerland AG

Shareholders who were on the Global Brand's register of members at 6:00 pm on 16 February 2012 will be issued shares in Domino's Pizza Switzerland AG. As previously announced, the Company has been advised that share certificates are not usually issued for Swiss companies. The definitive record of share ownership is the share register maintained by the Swiss company. Accordingly, shareholders will not be issued share certificates for Domino's Pizza Switzerland AG. However, shareholders have the right at any time and at the Swiss company's cost to request the company to issue documentary evidence in respect of the uncertificated securities held by the shareholder pursuant to the share register. Should any shareholder require such documentary evidence, they can request this in writing from Domino's Pizza Switzerland AG at Ifangstrasse 10, 8302 Kloten, Switzerland.

Investing policy

With the Demerger becoming effective, the Company has become an Investing Company as defined in the AIM Rules. As described in the Circular and approved by shareholders at the EGM on 2 January 2012, the investing policy ("Investing Policy") of the Company will be to acquire controlling stakes, either through the issue of securities for cash, in quoted and non-quoted companies operating in the commodities sector with an emphasis on oil and gas and oil and gas services. If required the Board will appoint a consultant or director with additional experience in these areas. 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 and if so will, therefore, require Shareholder approval. The Board will ensure that Shareholders are kept updated with respect to developments in this regard.

The Company has 12 months from the date at which it becomes an Investing Company to implement its Investing Policy.

For further information: