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Flying Brands Ltd (FBDU)

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Monday 16 July, 2018

Flying Brands Ltd

Placing, Notice of AGM and GM

RNS Number : 6600U
Flying Brands Limited
16 July 2018


("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 £500,000 (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 £195,050 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 £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 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 £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 resolution


1.   THAT the Company's authorised share capital be increased from £800,000 to £1,500,000 by replacing paragraph 6 of the memorandum of association of the Company with the following provision:


"The share capital of the Company is £1,500,000 divided into 150,000,000 Ordinary Shares of £0.01 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 £479,870.61 (comprising the Placing Shares, Further Consideration Shares and Convertible Shares) and up to an aggregate nominal amount of £240,692.98 (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 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.                    




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



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