18 Mar 2013 10:58
18 March 2013
Global Brands S.A. ("Global Brands" or the "Company")
Results of EGM,
Adoption of amended Investing Policy,
Placing and
Directors' Dealings
The Board of the Global Brands is pleased to announce that at the Extraordinary General Meeting ("EGM") of the Company held on Monday 18 March all resolutions were duly passed. Consequently the following have, inter alia, been approved:
·; the new investing policy and the associated change of articles;
·; placing of £280,000 for new shares;
·; the acquisition of Gas Exploration Finance ("GEF"); and
·; investments in line with the New Investing Policy
Adoption of New Investing Policy
Following approval of the necessary resolution at the EGM, the Company has adopted its new Investing Policy, as detailed in the Circular of 8 March 2013. The amended article is as follows:
The Company is an investing company as defined by the AIM Rules of the London Stock Exchange. Its investing policy is to make investments and acquisitions, either through the issues of securities or for cash, in quoted and non-quoted companies and their securities, in the commodities sector with an emphasis on oil and gas and oil and gas service sectors. Such investments include the provision of financing by way of farm-ins, earn-ins, loans, equity or other forms of financing and investments in and to companies in these sectors
Placing
As also announced on 8 March 2012, the Company has raised £280,000 at a price of £0.0022 per share through the issue of 127,272,727 shares. Of this, £230,000 has been invested in line with the new investing policy while £50,000 is expected to be used for general corporate purposes.
Acquisition & Initial Investment
The Company announces that it has acquired GEF through the issue of 17,318,182 shares. The Company has provided £150,000 investment capital to enable GEF to invest in UK Methane Limited with immediate effect.
Further Investments
In line with its investment policy, the Company also announces that it has today invested £80,000 in certain quoted stocks in the oil and gas sector.
Directors' Dealings
Bruce Vandenberg
As part of this transaction, Bruce Vandenberg has convert outstanding fees of £11,914 into 5,415,455 shares at a price of £0.0022 per share. Following the conversion of his outstanding fees into shares Bruce Vandenberg will, either directly or indirectly hold 15,090,658 shares representing 4.33% of the issued share capital.
Fiona Kinghorn
Fiona Kinghorn also converted outstanding fees of £8,055.98 into 3,661,809 shares at a price of £0.0022 per share. Following the conversion of her outstanding fees into shares Fiona Kinghorn will hold 3,743,523 shares representing 1.07% of issued share capital.
Fiona Kinghorn is a Corporate Finance Director at Alexander David Securities Limited, the Company's broker. Alexander David Securities Limited currently owns 19.8 per cent. of the Company's issued share capital. Following the above transactions and subject to various conditions being met, Alexander David Securities Limited will own 11.08% of the Company's issued share capital.
John Killer
As part of the £280,000 placing, John Killer has subscribed for 2,000,000 new Global Brands Ordinary Shares at a price of £0.0022 per share. Prior to his subscription John did not hold any shares in the Company. John Killer's shares will represent 0.57% of the issued share capital of the Company.
Future directors dealings
Until further notice, it has been agreed that the current directors will be remunerated at the rate of £1,000 each per month. In order to conserve cash, such fees will accrue and be settled in shares every six months, to be issued at the average closing price over the period.
Total shares in issue
Following the acquisition of GEF, the placing and the directors dealings the Company has increased its issued share capital to 348,831,665 shares.
Application has been made for the 127,272,727 shares issued in respect of the placing, the 17,318,182 shares issued in respect of the acquisition of GEF and the 9,077,264 shares issued in respect of director's fees to be admitted to trading on AIM. It is expected that admission will occur at 8.00 a.m. on 20 March 2013.
For further information:
Global Brands S.A.
Bruce Vandenberg, CEO Tel: (0) 7899791726
Fiona Kinghorn Tel: (0) 7867520722
www.globalbrands.ch
Libertas Capital Partners Ltd
Thilo Hoffmann Tel: (0) 20 7569 9650
Sandy Jamieson www.libertascapitalpartners.com
Alexander David Securities Ltd
Bill Sharp Tel: (0) 20 7448 9812
David Scott Tel: (0) 20 7448 9821
www.ad-securities.com