TIDMFBDU
RNS Number : 6600U
Flying Brands Limited
16 July 2018
FLYING BRANDS LIMITED
("Flying Brands" or the "Company")
Placing, 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.
The Company is pleased to announce that Peterhouse Capital has
raised GBP500,000 (before expenses) pursuant to a conditional
placing (the "Placing") of 20,000,000 Ordinary Shares (the "Placing
Shares") at a price of 2.5 pence per Placing Share.
The monies raised from the Placing will be used, inter-alia,
for:
-- Obtaining FDA clearance for StoneChecker Software;
-- To design and manufacture a commercial version of the
cloud-based interface for StoneChecker software;
-- Commercial sales of StoneChecker Software in the UK; and
-- Launch both StoneChecker Software and Imaging Biometrics'
products commercially in the US, India and China.
The Placing is subject to shareholder approval at the
forthcoming General Meeting and admission to the standard segment
of the Official List ("Admission"). 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 3 p.m. and 3:15 p.m respectively on 31 July 2018 at
Anglo Saxon Trust Limited, Forum 4, Grenville Street, St Helier,
Jersey, Channel Islands JE4 8TQ.
At the GM, shareholders are also being requested to approve
inter-alia (1) the issue of 6,200,000 Ordinary Shares to the
sellers of Imaging Biometrics LLC ("IB") to satisfy the remaining
consideration shares due under the Share Purchase Agreement between
IB and the Company ("Further Consideration Shares"); (2) the
conversion of GBP195,050 11 March 2015 convertible loan notes into
21,787,061 Ordinary Shares (the "Convertible Shares"). If the
resolutions are approved at the GM and subject to Admission, Trevor
Brown will be directly and indirectly (through Free Association
Books) interested in 36,083,025 shares which is 29.98% of the
enlarged share capital.
In addition, the Company has posted to shareholders a draft
Prospectus (subject to UKLA and Jersey FCA approval) to enable the
issue of the Placing Shares, the Further Consideration Shares and
the Convertible Shares.
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 2017.
2. To re-elect as a director of the Company Vinod Kaushal (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 GBP0.01 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 18,051,974 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 GBP0.01 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 resolution
1. THAT the Company's authorised share capital be increased from
GBP800,000 to GBP1,500,000 by replacing paragraph 6 of the
memorandum of association of the Company with the following
provision:
"The share capital of the Company is GBP1,500,000 divided into
150,000,000 Ordinary Shares of GBP0.01 each"
Ordinary resolution
2. 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 GBP479,870.61 (comprising the Placing
Shares, Further Consideration Shares and Convertible Shares) and up
to an aggregate nominal amount of GBP240,692.98 (comprising
additional headroom of 20 per cent).
Special resolution
3. 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 2 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.
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 draft Prospectus, which is subject to UKLA and Jersey FCA approval;
2. the Circular for the Company (including notice of the AGM and GM);
3. the Company's audited accounts for the year ended 31 December 2017.
The draft Prospectus, the Circular and the Company's audited
accounts have been posted to shareholders.
The Directors of the Company accept responsibility for the
contents of this announcement.
**ENDS**
For further information please contact:
Flying Brands Limited
Qu Li/Trevor Brown/Vinod Kaushal
Tel: 020 7469 0930
Peterhouse Capital Limited (Financial Advisor and Broker)
Lucy Williams/Heena Karani
Tel: 020 7220 9797
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
STRBLGDRRXBBGIX
(END) Dow Jones Newswires
July 16, 2018 02:00 ET (06:00 GMT)
Flying Brand (LSE:FBDU)
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