Iq-ai Ltd Regulatory News (IQAI)

Flying Brands Limited

Notice of AGM and Transfer of Convertible Loan Note to Director

The following amendment has been made to the 'Notice of AGM and Transfer of Convertible Loan Note to Director' announcement released on 30 April at 18.28 under RNS No 9406L.

"the Notice of the Annual General Meeting to be held on 29 May 2015."

All other details remain unchanged.

The full amended text is shown below.

The Directors of Flying Brands Limited (the "Company" or "Flying Brands") are pleased to announce that the Company's Annual Report and Financial Statements for the year ended 26 December 2014 and the Notice of the Annual General Meeting to be held on 29 May 2015 will be posted to shareholders shortly.

The resolutions to be proposed at the AGM are:

Ordinary business

1. To receive, approve and adopt the Company's audited financial statements, together with the reports of the directors and the auditor, for the 52 weeks ended 26 December 2014.

2. To re-elect as a director of the Company, Trevor Brown (who retires as a director in accordance with the Articles of Association of the Company) and who, being eligible, offers himself for re-election.

3. To re-elect as a director of the Company, Michael Murphy (who retires as a director in accordance with the Articles of Association of the Company) and who, being eligible, offers himself for re-election

4. To appoint Welbeck Associates as auditors of the Company to hold office from the conclusion of the meeting until the conclusion of the next annual general meeting of the Company and to authorise the directors to fix their remuneration.

5. That the accounting reference date of the Company shall be 31 December.

Special Business

To consider the following business and, if thought fit, to pass the following resolutions as special resolutions:

6. That the Company be generally and unconditionally authorised pursuant to Article 57(2) of the Companies (Jersey) Law 1991 (as amended) to make one or more market purchases of its own shares, such purchases to be of ordinary shares of £0.01 each in the capital of the Company (Ordinary Shares) on the London Stock Exchange, provided that:

(a) no purchase of Ordinary Shares may be effected without the affirmative prior sanction by:

(i) a majority of not less than three fourths of the holders (as to nominal value) of the Company's issued convertible loan notes; and

(ii) a majority of not less than three fourths of the holders of "A" ordinary share of Flying Brands Holdings (UK) PLC);

(b) subject to paragraph (a) above:

(i) the maximum number of Ordinary Shares hereby authorised to be purchased shall be 4,211,060 Ordinary Shares, being approximately 15% of the issued share capital of the Company;

(ii) the minimum price which may be paid for any such Ordinary Shares shall be £0.01 per Ordinary Share (exclusive of expenses);

(iii) the maximum price which may be paid for such Ordinary Shares shall be an amount equal to 5% above the average middle market quotations for a unit (comprising one Ordinary Share and one "A" ordinary share of Flying Brands Holdings (UK) PLC) as derived from the Daily Official List of the UK Listing Authority for the 10 business days immediately preceding the day on which any such purchase or contract to be purchase is effected;

(iv) unless otherwise varied renewed or revoked the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company; and

(v) prior to expiry of the authority hereby conferred the Company may enter into a contract or contracts for the purchase of Ordinary Shares which may be executed in whole or part after such expiry and may purchase Ordinary Shares pursuant to such contract or contracts as if the authority hereby conferred had not so expired.

7. The Directors be and they are hereby generally and unconditionally authorised in accordance with Articles 4.14 and 14.6 of the Company's Articles of Association, to allot without rights of pre-emption under Article 4.6 of the Company's Articles of Association, up to 35,838,914 Ordinary Shares as they in their absolute discretion see fit in any number of tranches, such authority unless otherwise varied, renewed or revoked to expire at the conclusion of the next annual general meeting of the Company, except that the Company may, at any time prior to the expiry of such authority, make an offer or enter into an agreement which would or might require Ordinary Shares to be allotted after the expiry of such power and the Directors of the Company may allot Ordinary Shares in pursuance of such an offer or agreement as if such power had not expired.

8. The Company's adopts the following investing policy:

(a) the Company will invest in businesses which have one or more of the following characteristics:

(i) strong management with a proven track record;

(ii) ready for investment without the need for material re-structuring by the Company;

(iii) generating positive cash flows or imminently likely to do so;

(iv) via an injection of new finance or specialist management, the Company can enhance the prospects and therefore the future value of the investment;

(v) able to benefit from the directors existing network of contacts; and/or

(vi) the potential to deliver significant returns for the Company;

(b) the Company will focus on opportunities in the technology and logistics sectors;

(c) the Company will principally focus on making investments in private businesses, but will not rule out investment in listed businesses if this presents, in the director's judgment, the best opportunity for shareholders;

(d) the Company intends to be an active investor in situations where the Company can make a clear contribution to the progress and development of the investment. In respect of other, more substantial investment opportunities, the Company expects to be a passive investor;

(e) the Company will rely on its directors' broad collective experience together with their extensive network of contacts to identify and evaluate appropriate investment opportunities. When necessary, other external professionals will be engaged to assist in the due diligence on prospective targets and their management teams. The Company may appoint additional directors with relevant experience if required;

(f) there will be no limit on the number of projects into which the Company may invest, and the Company's financial resources may be invested in a number of propositions or in just one investment, which may be deemed to be a reverse takeover. Where the Company builds a portfolio of related assets it is possible that there may be cross-holdings between such assets. The Company does not currently intend to fund any investments with debt or other borrowings but may do so if appropriate; and

(g) the Company's primary objective is that of securing for its shareholders the best possible value consistent with achieving, over time, both capital growth and income for shareholders through developing profit coupled with dividend payments on a sustainable basis.

As previously announced, Peterhouse Corporate Finance Limited raised £300,000 for Flying Brands, before expenses, by way of the issue of Convertible Loan Notes convertible into Units at a price of £0.011 per Unit ("CLNs"). Free Association Books Limited has acquired £125,000 of CLNs from an existing investor. Trevor Brown, a director of Flying Brands, is a director of Free Association Books Limited. In addition, Mr. Trevor Brown is interested in £150,000 of the Convertible Loan Notes.

End

The Directors of the Company are responsible for the contents of this announcement.

Enquiries:

Flying Brands Limited

Michael Murphy/Trevor Brown

Tel: 0207 469 0930