Infinity Eng Regulatory News (INFT)

12 Feb 2008 18:07

Global Brands S.A.12 February 2008 For Immediate Release Global Brands S.A. (the "Company") Completion of sale of shares and Board and CEO Changes Further to the announcement made on 27 December 2007, the Directors are able toconfirm that all conditions, including the approval by the Directors, other thanYossi Moldawsky and Duby Lachovitz, have been satisfied. Accordingly, thetransfer of 2,505,860 ordinary shares of CHF 2.10 each to the Luxembourgregistered Belvia S.a.r.l. ("Belvia"), representing 51.96 per cent of theissued share capital of the Company, has been completed. Following a meeting ofthe Board of Directors, both Yossi Moldawsky, Executive Chairman, and DubyLachovitz, Chief Executive Officer, have resigned from the Board with immediateeffect. In consideration of their immediate resignation the Directors haveagreed that payments to Yossi Moldawsky and Duby Lachovitz of $90,000 and$240,000 respectively be made. Yossi Moldawsky and Duby Lachovitz will alsoreceive £15,813 and £18,720 being their accrued Directors' fees. They will alsoeach retain 121,694 options, exercisable over the ordinary shares in theCompany, of the 144,686 options that were granted to each of them at Admission. The options are excercisable at 185p per share. The Directors are pleased to announce the immediate appointment of Yair Hassonand Roberto Avondo to the Board as Executive Chairman and Executive ViceChairman respectively. In addition, Mr. Amir Hasson was appointed as theCompany's CEO. Mr Yair Hasson has considerable experience in the fast food sector having servedas Chairman of the Board of Rikamore (Burger King Israel) and RY, LLC (BurgerKing Philippines). During this period, Mr. Hasson was instrumental in acquiringthe exclusive rights and developing around 100 Burger King restaurants inIsrael, the Philippines as well as some parts of the USA. He was also Chairmanof Starbucks Israel from 2002 until 2003. Prior to that he was CEO of Nevadabased Food Courts Inc. Mr Yair Hasson will be responsible for continuing thedevelopment of the Company's exisiting Domino's Pizza franchise operations inSwitzerland, Luxembourg and Liechtenstein. Simultaneously, Mr Yair Hassonexpects to broaden the Company's operations in other European countries usingthe managerial and advisory expertise that he brings to the Company. Mr Yair Hasson who is an American citizen, has an MBA from PepperdineUniversity, California, USA. Mr Roberto Avondo will supervise the operational and financial performance ofthe Company. He has significant experience in financial, budgetary andinvestory controls having been resposible for these areas of business in a widerange of industries including banking, oil, gas, engineering, manufacturing andretail. Mr Avondo has worked closely with Mr Alexandre Gaydamak, the ultimatebeneficial owner of Belvia. Mr Avondo has a BSc in Mechanical Engineering and an MBA from the University ofCape Town. The Directors are also pleased to announce that Hichens Harrison have confirmedtheir intention to continue as the Company's appointed broker. Additionally, Yossi Moldawsky andDuby Lachovitz have given an irrevocableundertaking to apply a portion of the sale proceeds paid to them by Belvia to atender offer (the "Offer") to the shareholders of the Company, other thanBelvia. To this end, the Company has entered into an escrow agreement with,inter alia, (1)Yossi Moldawsky andDuby Lachovitz and (2) Belvia under the termsof which part of the proceeds of the sale paid by Belvia to Yossi Moldawky andDuby Lachovitz are held in escrow, with the Company's UK lawyers, to be held andused to satisfy the consideration to be paid under the Offer. The Offer will be for a maximum total of 404,214 Shares, which is 17.45% of the2,317,000 Company's issued and outstanding shares at today's date, excludingthe 2,505,860 shares that were purchased by Belvia from Yossi Moldawsky, DubyLachovitz and the other Sellers in the transaction)". The Offer price will be US$2.2427 per share, the same price as paid by Belvia. The Offer will bedispatched to shareholders on 28 February 2008 and will remain open foracceptance for a period of 15 business days. The Offer will be closed foracceptance on 25 March 2008 and settlement will be made to those shareholders onthe register on 25 March 2008. Settlement will be in US Dollars. The following information falls to be disclosed under Schedule Two (g) of theAIM Rules Mr Yair Hasson Age: 50 Directorships Current Play T.V. Ltd.Play All Ltd.Play Me Ltd. Past Rikmore Ltd.RY LLCFood Courts Inc.Mardi Gras Food CourtK-R EntertainmentStarbucks Israel Mr Roberto Avondo Age: 45 Directorships CurrentPortsmouth Football Club PLCQuadrant Media LtdRadio Isle of WhiteRadio QuayRadio Spirit FMSport & Boards Retail Ltd.South Coast Investment LtdMidland Development Ltd Past None No further information falls to be disclosed under Schedule Two (g) of the AIMRules For further information please contact: Global Brands S. A.Christopher Bodker: (m) 0771 0428 838 Zimmerman Adams:Graeme Thom 020 7398 2900Fiona Kinghorn 020 7398 2900 Hichens Harrison:Daniel Briggs 020 7382 7776 This information is provided by RNS The company news service from the London Stock Exchange