Infinity Eng Regulatory News (INFT)

Global Brands S.A. ("Global Brands" or the "Company") Termination of negotiations to acquire UKOG Resumption of trading and Convertible Loan Facility Termination of negotiations to acquire UKOG & resumption of trading on AIM On 6 February, 2014, the Company announced that it was in negotiations for theacquisition of UK Onshore Gas Limited ("UKOG"), a private limited company thatis owned by Global Brands' majority shareholder, Gerwyn Williams, and hisassociates. The acquisition would have constituted a reverse takeover under AIMRules and consequently trading in the Company's shares on AIM were suspendedpending publication of an admission document by the Company or an announcementthat the proposed acquisition is no longer proceeding. The Company today announces that these negotiations have now been terminatedand the proposed acquisition of UKOG will no longer take place. Accordingly,the Company has requested the resumption of trading of its shares on AIM.Trading in the Company's ordinary shares will be resumed with effect from 7:30am today. The Company will continue to operate as an Investing Company under the AIMRules. Convertible Loan Facility On 6 February 2014, Global Brands also announced that it had secured aconvertible loan facility for up to £300,000 from Mr Williams. Mr Williams hasalready provided the Company with £80,000 in funds under the facility. The terms of the facility have now been modified and funds drawn down under thefacility will no longer be used to cover the due diligence and other costsassociated with the acquisition of UKOG but will instead be used for workingcapital and investment purposes in accordance with the Company's investingpolicy. The Company has today drawn down a further £220,000 to the Companyunder the facility. The key terms of the loan facility are as follows: * the total facility is £300,000; * £80,000 has previously been drawn down to support the Company's working capital requirements; * A further £220,000 has been drawn down by the Company for working capital and investment purposes; * The drawn down loan amount bears interest at rate of 6% per annum; * The outstanding loan amount shall be held on a loan account. Mr Williams may at any time elect that the Outstanding Loan Amount (in whole or in part) be converted into shares in the Company at the lower of: * + A price of £0.003 per share; or + a price equating to a 10% discount on the market price at the date of conversion. Mr Williams currently owns 102,772,728 shares in Global Brands representing aninterest of 29.46% in the Company. The amendment to the loan facility thereforeconstitutes a related party transaction. The Directors, having consulted withthe Company's Nominated Adviser, consider that the terms of the loan facilityare fair and reasonable insofar as the Company's shareholders are concerned. It is expected that the Company will raise further funds in the second half of2014 to provide additional capital to pursue its Investment Policy. Investing Policy Global Brands is an Investing Company under the AIM Rules. Under the InvestingPolicy adopted on 18 March 2013, the Company has a diversified portfolio ofinvestments in the commodities and oil and gas sectors. The Board notes the UK government's policy for self sufficiency in energy andthat it is looking increasingly to shale gas to displace imported gas. TheBoard is firmly of the view that tremendous opportunities exist in this areaand consequently intends focusing the bulk of its investing activities inon-shore UK oil and gas opportunities. Target investments will include avariety of investing and acquisition activities in private companies which holdinterests in petroleum exploration development licences ("PEDLS"). The Companywill seek to co-invest with such companies in exchange for an economicinterest. As noted above, such co-investments include the provision offinancing by way of farm-ins, earn-ins, loans, equity and other forms offinancing and investments. As it is highly likely that UK gas prices willreduce if large scale onshore gas production is successful, the Company willalso consider investments in associated infrastructure that may includeelectrical generation from gas. Electricity prices are expected to rise due toa shortage of generating capacity in the UK caused by high emission stationsclosing in 2015. As new nuclear stations will take time to bring online, aviable short term solution would be modular gas fired generating stations thatcan be built quickly. Investments in such infrastructure will support theinvestment strategy as, in the face of falling gas prices, onshore producersare likely to be in a competitive position vis a vis imports and offshore gasproducers. The Board expects that such investments might typically represent in excess of80% of the Company's portfolio at times and in certain circumstances may berepresented by a single investment. The Board recognises the inherent risks ofsuch investments but believes that these offer Shareholders significant upsidepotential. In order to offset some of the risk as well as to provide the Company withaccess to working capital, the Board intends investing part of its portfolio inlarge, stable diversified quoted oil and gas and commodities companies.Shareholders should be aware however, that such investments may only representa small portion of the Company's portfolio at any point in time. It is expected that returns to Shareholders would be initially in the form ofcapital appreciation but the Directors will consider the payment of dividendsif and when the Company has sufficient cash resources and distributablereserves. The key strengths of the Investing Policy are: * Oil and gas prices have been robust throughout the recent financial crisis; * Discoveries and exploration investments are very attractive for growth prospects; and * The UK on-shore oil and gas market, in particular, offers potential for significant returns. The potential risks of the Investing Policy are: * Any significant and sustained falls in various resource materials and oil and gas prices may adversely affect the performance of the Company's portfolio; * Oil and gas exploration and development requires significant financial resources and it is likely that the projects will require additional funding. There could be a requirement for the Company to raise further funds in order to progress future development plans; and * Exploration is a high risk business and there can be no guarantee that any of the investments envisaged will result in returns to Shareholders. For further information, please contact: Global Brands S.A.Bruce Vandenberg, CEO Tel: +44 7899 791 726Fiona Kinghorn Tel: +44 7867 520 722 NomadCairn Financial Advisers LLPSandy Jamieson Tel: +44 207 148 7900James Caithie BrokerAlexander David Securities LtdDavid Scott Tel: +44 207 448 9821James Dewhurst Tel: +44 207 448 9820