Iq-ai Ltd Regulatory News (IQAI)

FLYING BRANDS LIMITED

("Flying Brands" or the "Company")

Publication of Prospectus, Placing & Expected Readmission

Notice of Annual General Meeting and General Meeting

This announcement contains information which prior to its disclosure was inside information for the purposes of the Market Abuse Regulation.

Flying Brands is pleased to announce that its prospectus ("Prospectus") has been approved by the Financial Conduct Authority in connection with the Company's acquisition of Stone Checker Software Limited (the "Acquisition"), which is a supplier of technology solutions in the field of kidney stone analysis and kidney stone prevention. The consideration for the Acquisition is the issue and allotment of 8,000,000 Ordinary Shares of £0.01 each in the capital of the Company (the "Consideration Shares"). The Acquisition was classified as a reverse takeover under the Listing Rules and resulted in the suspension of the Company's shares from trading on the Official List pending completion of the Acquisition. 

In addition, the Company is pleased to announce that Peterhouse Corporate Finance has raised £550,000 (before expenses) pursuant to a placing (the "Placing") of 18,333,334 Ordinary Shares (the "Placing Shares") at a price of 3 pence per Placing Share. In connection with the Placing and corporate finance work in relation to the Acquisition, Peterhouse Corporate Finance will be issued 1,708,333 Ordinary Shares of £0.01 each in the capital of the Company on re-admission (the "Commission Shares").

The Board of the Company, along with the board of Flying Brands Holdings (UK) Limited ("FB UK"), has decided to simplify the current structure of the Company's share capital. Currently, each Shareholder holds Units in the Company and each Unit is made up of one Ordinary Share of £0.01 in the Company and one A Ordinary Share of £0.00005 in FB UK. To simplify the structure, the Company is proposing to "de-staple" the A Ordinary Shares in FB UK from the Company's Ordinary Shares (the "Restructuring").

The Acquisition, the Placing and the Restructuring are subject to shareholder approval. Accordingly, the Company also announces the publication of a Circular including notice of an annual general meeting (the "AGM") and a general meeting (the "GM") to be held at 11.00a.m. and 11:15am respectively on 15 June 2017 at Anglo Saxon Trust Limited, Forum 4, Grenville Street, St Helier, Jersey, Channel Islands JE4 8TQ .

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 year ended 31 December 2016.

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 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.

Special business

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

b. subject to paragraph (a) above:

i. the maximum number of Ordinary Shares hereby authorised to be purchased shall be 8,838,394.50 Ordinary Shares, being approximately 15% of the issued share capital of the Company immediately following Re-admission;

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 (exclusive of expenses) which may be paid for an Ordinary Share shall not be more than the higher of: (i) an amount equal to 105% of the average of the middle market quotations for an Ordinary Share (as derived from the London Stock Exchange Daily Official List) for the five business days immediately preceding the date on which that Ordinary Share is contracted to be purchased and (ii) the amount stipulated by the Regulatory Technical Standard adopted by the European Commission pursuant to Article 5(6) of the Markey Abuse Regulation (EU) No. 596/2014unless otherwise varied renewed or revoked the authority hereby conferred shall expire at the conclusion of the next annual general meeting of the Company; and

iv. 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.

The resolutions to be proposed at the GM are:

Special resolutions

1. THAT, in accordance with Article 11(1) of the Companies (Jersey) Law 1991 (the Companies Law), the draft articles of association (which are available for inspection at the Company's registered office and at www.flyingbrands.co.uk/publications) be and are approved and adopted as the articles of association of the Company in substitution for and to the exclusion of the existing articles of association of the Company (the Articles).

2. THAT the Company's authorised share capital be increased from £350,000 to £800,000 by replacing paragraph 6 of the memorandum of association of the Company with the following provision:

"The share capital of the Company is £800,000 divided into 80,000,000 Ordinary Shares of £0.01 each"

Ordinary resolution

3. THAT, in accordance with Article 4.1 of the Articles, the directors of the Company be generally and unconditionally authorised to allot, or grant rights to subscribe for or covert any security into, shares in the capital of the Company up to an aggregate nominal amount of £280,416.67 (comprising the Placing Shares, Consideration Shares and Commission Shares) and up to an aggregate nominal amount of £176,767.89 (comprising additional headroom of 30 per cent).

Special resolutions

4. THAT any pre-emption rights that would otherwise arise by virtue of Article 4.6 of the Articles or any other provision of the Articles or otherwise in relation to the allotment of ordinary shares or the grant of rights by the directors pursuant to the authority contained in Resolution 3 above are hereby disapplied, provided that this authority shall, unless renewed, varied or revoked by the Company, expire on the date falling five years after the date of these Resolutions save that the Company may, before such expiry, make an offer or agreement which would or might require shares to be allotted or rights to be granted and the directors may allot shares or grant rights in pursuance of such offer or agreement notwithstanding that the authority conferred by this resolution has expired.

5. THAT the following matters be and are approved and/or ratified:

a. that the Company acquire Stone Checker Software Limited for cash-equivalent consideration of £240,000 by way of allotment of 8,000,000 Ordinary Shares in the capital of the Company to the shareholders of Stone Checker Software Limited;

b. that the directors of the Company have not obtained an independent valuation of Stone Checker Software Limited;

c. that:

i. Trevor Brown is a director and shareholder of Feedback plc, which previously owned 50 per cent of Stone Checker Software Limited;

ii. Trevor Brown was a director and shareholder of Free Association Books Limited which owns 50 per cent of Stone Checker Software Limited;

iii.Trevor Brown is a director of Stone Checker Software Limited;

iv.Qu Li is a director and shareholder of Peterhouse Corporate Finance Limited;

v. Trevor Brown was a director and indirect shareholder of Peterhouse Corporate Finance Limited; and

vi. Free Association Books Limited was a shareholder of Peterhouse Corporate Finance Limited,

vii.and as such there are related party transactions in respect of the Acquisition and the Placing.

FB UK is also holding a general meeting immediately after the Company's GM (the "FB UK GM") to pass a shareholders' resolution to, inter alia, make certain changes to its articles of association in order to effect the Restructuring. As all shareholders of the Company are also shareholders of FB UK, by virtue of the Units that they hold in the Company also comprising A Ordinary Shares in FB UK, Shareholders will receive, in addition to the Circular for the Company, a circular for FB UK including a notice of general meeting of FB UK.

Subject to the passing of the resolutions being proposed at the AGM and the GM, it is expected that the existing listing of the Units will be cancelled immediately before 8.00 a.m. on 16 June 2017 and that readmission of the entire enlarged issued Ordinary Share capital of the Company will become effective and dealings will commence at 8.00 a.m. on 16 June 2017.

The following documents have been published and will be available on the Company's website www.flyingbrands.com and from the Company's registered address at P.O Box 264, Forum 4, Grenville Street, St Helier, Jersey, Channel Islands JE4 8TQ:

1. the Prospectus;

2. the Circular for the Company (including notice of the AGM and GM);

3. the Circular for FB UK (including notice of the FB UK GM);

4. the new articles proposed to be adopted by the Company;

5. the new articles proposed to be adopted by FB UK; and

6. the Company's audited accounts for the year ended 31 December 2016.

The Prospectus, the Circulars and the Company's audited accounts will be posted to shareholders on 23 May 2017. In addition, a copy of the Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for inspection at http://www.morningstar.co.uk/uk/NSM.

The Directors of the Company accept responsibility for the contents of this announcement.

**ENDS**

For further information please contact: