Board Changes, New Strategy, Disposal and Placing

 

TIDMIBL 
 
RNS Number : 1073D 
International Brand Licensing PLC 
26 November 2009 
 

 
 
International Brand Licensing plc 
("IBL" or "the Company") 
Board Changes, Proposed New Strategy, Disposal of Existing Business and Placing 
Key points 
The Board of IBL is pleased to announce: 
  *  New Board appointments with David Evans joining the Board as non-executive 
  chairman, Julian Baines as CEO and Dr Kevin Wilson as non-executive director. 
  *  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. 
  *  A placing to raise circa GBP1 million by way of the issue of 8,398,300 new 
  ordinary shares at a price of 12.75p per share and a commitment to dispose of 
  the existing licensing business. 
 
Proposed New Strategy 
The Board has identified the IVD market place as having significant potential 
for generating shareholder value and intends to use IBL as a vehicle to build a 
group focused on the IVD industry, through acquisition. The recent Board 
appointments bring a wealth of experience in this industry, adding to that of 
Gordon Hall, and a strong track record of delivering significant returns to the 
shareholders of companies in which they have been directors. The Board's 
intention is to deliver attractive returns to shareholders within the next 3-5 
years. 
The target businesses will be within the diagnostics industry, focusing 
initially on applications which will benefit most from the migration of routine 
diagnostic testing from the clinical laboratory to the point of care. The target 
businesses will have a proven product record, significant intellectual property 
and manufacturing expertise. 
The IVD Market 
In the Directors' opinion, there is a substantial opportunity to construct a 
business that can take advantage of the significant ageing profile of the 
western world population and help in the diagnosis, treatment and care for older 
people. 
In vitro diagnostic medical devices are used for the examination of specimen 
samples taken from the human body in order to diagnose patients. In particular, 
IVDs are used in point of care testing and self testing.  As more of the routine 
diagnostic testing moves from the clinical laboratory to the point of care, the 
Board believes that there will be significant future growth in the use and sale 
of IVDs. 
General Meeting 
Under the AIM Rules for Companies, shareholders' approval is required for the 
change of strategy and it is proposed to post a circular to shareholders 
shortly; seeking such approval at a general meeting. Once approved by 
Shareholders the Company will have 12 months to make an acquisition, or 
acquisitions, which constitute a reverse acquisition or implement its investing 
strategy. The Board anticipates it will make an acquisition which will 
constitute a reverse acquisition within this time frame. 
Board appointments and changes 
The three new Directors bring a wealth of experience in the diagnostics 
industry. 
David Evans has significant experience and contacts worldwide within the IVD 
industry and is currently chairman of Immunodiagnostic Systems Holdings plc and 
Epistem Holdings plc and was formerly a director of BBI Holdings plc ("BBI") and 
DxS Limited. 
Julian Baines was until recently Group CEO of BBI where he undertook a 
management buyout in 2000, a flotation on AIM in 2004 and was responsible for 
selling the business to IMI Inc in 2007 for circa GBP85 million. Julian has 
resigned from his executive role at BBI but will remain on the board as a non 
executive director. 
Dr Kevin Wilson has been on the board of a number of public and private 
businesses and was Senior Independent Director of BBI from its AIM flotation to 
its sale in 2007. 
Following the new appointments to the Board, Adam Reynolds has become a 
non-executive director and Tony Hutchinson has stepped down from the Board. The 
Directors would like to thank Tony for all his efforts over the last 7 years in 
developing the Admiral brand and assisting in the disposal of trademark 
registrations. Tony will, in the short term, continue to assist the Board with 
its strategy of disposing of the licensing business and the Board wishes him 
well for the future. 
Additional information on new Directors as required by the AIM Rules 
David Eric Evans, aged 49, has held the following directorships within the last 
five years: 
+--------------------------------------+--------------------------------------+ 
| Current                              |                                      | 
+--------------------------------------+--------------------------------------+ 
| BgenuineTec Inc                      | Onyx Research Chemicals Limited      | 
+--------------------------------------+--------------------------------------+ 
| Epistem Holdings plc                 | Quotient Diagnostics Limited         | 
+--------------------------------------+--------------------------------------+ 
| Epistem Limited                      | Scancell Holdings plc                | 
+--------------------------------------+--------------------------------------+ 
| Immunodiagnostic Systems Limited     | Scipac Limited                       | 
+--------------------------------------+--------------------------------------+ 
| Immunodiagnostics Systems Holdings   | Vindon Healthcare plc                | 
| plc                                  |                                      | 
+--------------------------------------+--------------------------------------+ 
| Omega Diagnostics Group plc          |                                      | 
+--------------------------------------+--------------------------------------+ 
|                                      |                                      | 
+--------------------------------------+--------------------------------------+ 
| Former                               |                                      | 
+--------------------------------------+--------------------------------------+ 
| BBI Holdings plc                     | Nestech Limited                      | 
+--------------------------------------+--------------------------------------+ 
| Chromogenex Limited                  | Omega Diagnostics Limited            | 
+--------------------------------------+--------------------------------------+ 
| CY Realisations Limited              | Physiomics plc                       | 
+--------------------------------------+--------------------------------------+ 
| DxS EBT Company Limited              | Platform Diagnostics Limited         | 
+--------------------------------------+--------------------------------------+ 
| DxS Limited                          | Scottish Enterprise Tayside          | 
+--------------------------------------+--------------------------------------+ 
| Electro-Medical Limited              | Storyland Group plc                  | 
+--------------------------------------+--------------------------------------+ 
| Haptogen Limited                     | Storyland Limited                    | 
+--------------------------------------+--------------------------------------+ 
 
 
Julian Baines, aged 45, has held the following directorships within the last 
five years: 
+--------------------------------------+--------------------------------------+ 
| Current                              |                                      | 
+--------------------------------------+--------------------------------------+ 
| Alchemy Laboratories Limited*        | British Biocell International        | 
|                                      | Limited*                             | 
+--------------------------------------+--------------------------------------+ 
| BBI Enzymes Limited*                 | J&K (Cardiff) Limited                | 
+--------------------------------------+--------------------------------------+ 
| BBI Healthcare Limited*              | Platform Diagnostics Limited         | 
+--------------------------------------+--------------------------------------+ 
| BBI Holdings plc                     | Quotient Diagnostics Limited         | 
+--------------------------------------+--------------------------------------+ 
| BBI Life Sciences Limited*           | Supply Project Solutions Limited     | 
+--------------------------------------+--------------------------------------+ 
| Former                               |                                      | 
+--------------------------------------+--------------------------------------+ 
| Qnostics Limited                     |                                      | 
+--------------------------------------+--------------------------------------+ 
| *Julian has resigned from these directorships, effective from 4 December    | 
| 2009                                                                        | 
+--------------------------------------+--------------------------------------+ 
 
 
Dr Kevin William Wilson has held the following directorships within the last 
five years: 
+--------------------------------------+--------------------------------------+ 
| Current                              |                                      | 
+--------------------------------------+--------------------------------------+ 
| Aisha Childcare Limited              | Soccerstockmarket Limited            | 
+--------------------------------------+--------------------------------------+ 
| Big Life Employment Limited          | The Big Issue in the North Limited   | 
+--------------------------------------+--------------------------------------+ 
| Hon-Sho Limited                      | The Big Life Company Limited         | 
+--------------------------------------+--------------------------------------+ 
|                                      |                                      | 
+--------------------------------------+--------------------------------------+ 
| Former                               |                                      | 
+--------------------------------------+--------------------------------------+ 
| BBI Holdings plc                     | Storyland Group plc                  | 
+--------------------------------------+--------------------------------------+ 
There are no further disclosures to be made in accordance with schedule 2 (g) of 
the AIM Rules. 
 
 
Disposal of Existing Business 
IBL, through its Swiss based subsidiary, currently exploits a portfolio of 
sports and lifestyle brands, trade names and logos by granting licenses to third 
parties allowing them to manufacture, market and sell products in pre determined 
territories. 
As previously notified to shareholders the Company has, for a period of time, 
been seeking to maximise shareholder value through the disposal of certain 
territories as and when opportunities arose. Last year, the Company successfully 
sold the trademark registrations over the Admiral sports brand in Turkey, South 
Africa and Japan and earlier this year the rights to the Admiral brand in 
Australia and New Zealand. 
The aim of the Board now is to complete its disposal programme and to embark on 
a new strategy within the IVD market. 
The proceeds of all of the disposals will be used for investment in the proposed 
new strategy of the Company. The Company will make further announcements as and 
when the remainder of the Company's brand licensing rights are sold. 
  Placing 
The Company has also today announced a placing to raise GBP1.07 million (before 
expenses) through the placing of 8,398,300 new ordinary shares at 12.75p per 
share, which compares to the middle market price of 13.5p at the close of 
business on 24 November 2009. 
The placing is mainly being subscribed for by the enlarged management team. 
Following the placing the interests of the Directors in the enlarged share 
capital will be as set out below: 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
|              |   Pre Placing    |   |    Placing    |   |     Post Placing      | 
+--------------+------------------+---+---------------+---+-----------------------+ 
| Director     |  No. of |   % of |   |    Placing    |   | Total No. of |   % of | 
|              |  Shares | issued |   |    Shares     |   |       Shares | issued | 
|              |         | Shares |   |               |   |        after | Shares | 
|              |         |        |   |               |   |      Placing |        | 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
|              |         |        |   |               |   |              |        | 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
| David Evans  |       - |      - |   |     1,017,846 |   |    1,017,846 |  2.42% | 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
| Julian       |       - |      - |   |     1,357,127 |   |    1,357,127 |  3.23% | 
| Baines       |         |        |   |               |   |              |        | 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
| Paul Foulger |  70,000 |  0.21% |   |       814,276 |   |      884,276 |  2.11% | 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
| Gordon Hall  |       - |      - |   |       339,282 |   |      339,282 |  0.81% | 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
| Adam         | 187,500 |  0.56% |   |       814,276 |   |    1,001,776 |  2.39% | 
| Reynolds     |         |        |   |               |   |              |        | 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
| Kevin Wilson |       - |      - |   |     1,017,846 |   |    1,017,846 |  2.42% | 
+--------------+---------+--------+---+---------------+---+--------------+--------+ 
 
 
The new ordinary shares rank pari passu with the existing ordinary shares in 
issue and application has been made for these shares to be admitted to dealings, 
which is expected to commence on 27 November 2009. 
Adam Reynolds, non-executive director, commented on the new Board appointments: 
"I am delighted to welcome David, Julian and Kevin to the board. This management 
team, in conjunction with Gordon Hall, has an extensive network of contacts with 
leading IVD companies worldwide and a proven track record in growing diagnostics 
businesses and returning substantial returns to their shareholders. " 
For further information, please contact: 
 
 
International Brand Licensing plc       Tel: [phone] 
David Evans, Non Executive Chairman 
Julian Baines, CEO 
Adam Reynolds, Non Executive Director 
 
 
Nominated Adviser and Broker 
Zeus Capital                                     Tel: [phone] 
Ross Andrews 
Tom Rowley 
 
 
Public Relations 
Hansard Group                                                   Tel: [phone] 
1100 
John Bick 
Justine James 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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