IBL Intl.Brand

 

TIDMIBL 
 
RNS Number : 9483D 
International Brand Licensing PLC 
11 December 2009 
 
 
 
International Brand Licensing plc 
("IBL" or "the Company") 
Issue of Circular to Shareholders and Option Arrangements 
Overview 
On 26 November 2009, the Company announced the appointment of David Evans, 
Julian Baines and Dr Kevin Wilson to the Board and a placing to raise 
approximately GBP1 million through the issue of 8,398,300 new ordinary shares at 
12.75p per share. The Company also announced that it would be seeking 
Shareholder approval for the proposed change in the strategy of the Company, 
moving away from the exploitation of a portfolio of sports and lifestyle brands 
to building a business within the in vitro diagnostic devices ("IVD") market 
place. 
The Company is pleased to announce that a Circular will be issued to 
Shareholders later today explaining the rationale behind the proposed change of 
strategy, as previously announced on 26 November 2009, and why the Directors 
unanimously consider this to be in the best interests of the Company and its 
shareholders as a whole and why they recommend that you vote in favour of the 
resolutions to be proposed at the General Meeting of the Company as they intend 
to do in respect of their own beneficial holdings of Ordinary Shares. 
Shareholder approval is required under the AIM Rules for the proposed change of 
strategy. 
In addition, in order to properly incentivise the new management team, the 
Company has adopted a Long Term Incentive Plan ("LTIP"). Under the terms of the 
LTIP, awards have been made to David Evans and Julian Baines, full details of 
which, together with changes in other option arrangements, are set out below and 
within the Circular. 
A General Meeting of the Company will be held at 12.00 noon on 4 January 2010 at 
the offices of Memery Crystal LLP, 44 Southampton Buildings, London WC2A 1AP. 
 
 
 Long Term Incentive Plan 
In order to properly incentivise the new management team, the Company has 
adopted a Long Term Incentive Plan. Under the terms of the LTIP, each of David 
Evans and Julian Baines, have received awards equal to 7 per cent. of the issued 
share capital of the Company ("Issued Share Capital") as at the date immediately 
following the commencement of dealings following the first acquisition which 
constitutes a reverse takeover under the AIM Rules (the "Admission Date"). The 
exercise price of each of the awards under the LTIP is 1p, being the nominal 
value per Ordinary Share. 
These awards become exercisable as follows: 
 
 
  *  Awards over 3.5 per cent. of the Issued Share Capital on the Admission Date; 
  *  Awards over 1.167 per cent. of the Issued Share Capital on the first anniversary 
  of the Admission Date; 
  *  Awards over 1.167 per cent. of the Issued Share Capital on the second 
  anniversary of the Admission Date; and 
  *  Awards over 1.166 per cent. of the Issued Share Capital on the third anniversary 
  of the Admission Date. 
 
 
 
Option Arrangements 
 
 
a)       2005 Options 
 
 
Adam Reynolds who had options over 1,250,000 Ordinary Shares (the "2005 
Options"), has entered into a deed of release in respect of 625,000 of those 
Ordinary Shares. At the same time the Board has granted a 12 month extension to 
the original exercise date of 28 June 2010. The exercise price remains at 20p 
per share. 
The Board has granted a 12 month extension to the original exercise date of 28 
June 2010 in respect of the options over 500,000 Ordinary Shares held by Gordon 
Hall. The exercise price remains at 20p per share. 
The Board has granted new options over 625,000 Ordinary Shares to Paul Foulger 
at an exercise price of 20p per share with an exercise date of 28 June 
2011. 
 
 
  b)        Bonus and Phantom Share Incentive Scheme 
Following the resignation of Tony Hutchinson, his previous entitlement over 
shares in the Company under the terms of the Company's Bonus and Phantom Share 
Incentive Scheme, have been reallocated as follows: 
  *  as to 883,659 Ordinary Shares in favour of Adam Reynolds; 
  *  as to 383,509 Ordinary Shares in favour of Paul Foulger; and 
  *  as to 400,000 Ordinary Shares in favour of Gordon Hall. 
 
 
 
The exercise price of the options in this paragraph b) is 1p, being the nominal 
value per Ordinary Share. 
 
 
Related Party Transactions 
 
 
Each grant of awards over Ordinary Shares under the LTIP and as set out in 
paragraphs a) and b) above is a related party transaction under the terms of the 
AIM Rules. Where a Company on AIM enters into a related party transaction then 
the directors independent of the transaction must consider, having consultation 
with the Company's nominated adviser, whether the terms of the transaction are 
fair and reasonable insofar as its shareholders are concerned. 
 
 
The directors (independent of each of the separate awards over Ordinary Shares) 
consider, having consulted with Zeus Capital in its capacity as the Company's 
nominated adviser, that each of the awards over Ordinary Shares is fair and 
reasonable and in the best interests of the Company. 
 
Authority to allot Ordinary Shares 
 
 
Following the recent placing, the Directors have used all existing authorities 
to issue further shares without the prior approval of Shareholders. The 
Directors are of the opinion that the Company should have the flexibility to 
make future allotments and are therefore seeking authority at the General 
Meeting to allot up to a further 7,500,977 Ordinary Shares, representing 
approximately 17.86 per cent. of the current Issued Share Capital. The authority 
that the Directors are seeking at the General Meeting is sufficient to enable 
the allotment of all of the shares that would need to be issued on exercise of 
the outstanding options and the outstanding entitlements under the Bonus and 
Share Incentive Scheme. In addition the authority sought by the Directors would 
also enable the Company to allot a further 2,500,000 Ordinary Shares, 
representing approximately 5.95 per cent. of the issued share capital of the 
Company, if required. 
The Directors have no current intention of issuing any further Ordinary Shares. 
 
 Recommendation 
 
 
The Directors consider that the change in strategy will promote the success of 
the Company and is in the best interests of the Company and its Shareholders as 
a whole. Accordingly, the Directors unanimously recommend that Shareholders vote 
in favour of the resolutions to be proposed at the General Meeting as they 
intend to do in respect of their own beneficial holdings of 5,618,153 Ordinary 
Shares, representing approximately 13.38 per cent. of the entire issued share 
capital of the Company. 
 
 
For further information, please contact: 
 
 
International Brand Licensing plc    Tel: 020 7823 1733 
David Evans, Non Executive Chairman 
Julian Baines, CEO 
Adam Reynolds, Non Executive Director 
 
 
Nominated Adviser and Broker 
Zeus Capital                                   Tel: 0161 831 1512 
Ross Andrews 
Tom Rowley 
 
 
Public Relations 
Hansard Group                                                   Tel: 0207 245 
1100 
John Bick 
Justine James 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
 MSCURUNRKBRUAAA 
 

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