RNS Number:7458S
Chiddingfold Investments Limited
2 December 2003
This announcement is not for release, publication or distribution in whole or in
part in or into the United States, Canada, Australia, New Zealand, Japan,
Ireland or South Africa.
Announcement of Mandatory Offer by
Chiddingfold Investments Limited ("Chiddingfold")
on behalf of
Chiddingfold and certain persons acting in concert with it
("Chiddingfold Concert Party")
for
Azure Holdings Plc ("Azure")
(Formerly known as Room Service Group Plc)
The board of Chiddingfold announces the terms of a mandatory offer to be made by
Chiddingfold on behalf of the Chiddingfold Concert Party for the whole of the
issued and to be issued ordinary share capital of Azure not already owned by the
Chiddingfold Concert Party ("the Offer").
KEY FEATURES
Cash Offer of 1p per Azure Share.
* Gerald Gold, the independent director of Azure, is recommending Azure
Shareholders not to accept the Offer.
* Based on Azure's closing mid-market price on 21 October, 2003, being the
last business day prior to the date of the suspension of trading in Azure
Shares on AIM, the Offer represents a discount of approximately 84.6 per
cent to the closing mid-market price of 6.5p per Azure Share; and values
Azure's entire current issued ordinary share capital at approximately
#312,000 and the shares not already owned by the Chiddingfold Concert Party
at #57,420.
This summary should be read in conjunction with the full text of this
announcement. The conditions and certain terms of the Offer are set out in
Appendix 1 of this announcement.
2 December, 2003
Enquiries:
Chiddingfold Investments Limited
Peter Abbey 07764 783727
Azure Holdings Plc
Nicolas Greenstone 07717 583438
John East & Partners Limited
John East/David Worlidge/Simon Clements 020 7628 2200
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) or interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia, New Zealand, Japan, Ireland or South Africa and is not capable of
acceptance from within the United States, Canada, Australia, New Zealand, Japan
or Ireland. Accordingly, copies of this announcement are not being, and must not
be, mailed or otherwise distributed or sent in or into or from the United
States, Canada, Australia, New Zealand, Japan or Ireland.
2
2 December, 2003
This announcement is not for release, publication or distribution in whole or in
part, in or into the United States, Canada, Australia, New Zealand, Japan,
Ireland or South Africa.
Mandatory Offer by Chiddingfold Investments Limited
on behalf of the Chiddingfold Concert Party
for Azure Holdings Plc
(Formerly known as Room Service Group Plc)
Introduction
On 2 December, 2003, the Investor Group subscribed for 19.5 million new Azure
Shares and Chiddingfold converted #105,000 of loans due to it by Azure into 10.5
million new Azure Shares. As a result, the Investor Group now holds 30 million
new Azure Shares representing 96.0 per cent. of the issued ordinary share
capital of Azure. As part of the Investor Group's holding, the Chiddingfold
Concert Party holds an aggregate 25,500,000 Azure Shares, representing 81.62 per
cent. of the issued ordinary share capital of Azure. Chiddingfold Concert Party
has therefore triggered an obligation under Rule 9 of the City Code for it to
make a mandatory offer to Azure Shareholders.
The Offer is being made by Chiddingfold on behalf of the Chiddingfold Concert
Party for the whole of the issued and to be issued share capital of Azure not
already held by the Chiddingfold Concert Party. The Offer values the entire
issued share capital of Azure at approximately #312,000 and the shares not
already held by the Chiddingfold Concert Party at #57,420.
Recommendation
Gerald Gold, the independent director of Azure, having so been advised by its
independent financial adviser, John East & Partners Limited, is recommending
Azure Shareholders not to accept the Offer.
The Offer
On behalf of the Chiddingfold Concert Party, Chiddingfold will offer to acquire
all of the issued and to be issued Azure Shares not already owned by the
Chiddingfold Concert Party on the following basis:
For each Azure Share 1p in cash
The Offer values Azure's existing issued ordinary share capital at approximately
#312,000 and the shares not already owned by the Chiddingfold Concert Party at
#57,420.
3
Chiddingfold has received irrevocable confirmations from the investors listed in
Appendix 3B that they will not accept the Offer.
The cash consideration payable under the Offer will be satisfied out of the
Chiddingfold Concert Party's own financial resources. Atlantic Law is satisfied
that the necessary financial resources are available to the Chiddingfold Concert
Party to satisfy full acceptance of the Offer.
The Offer will extend to any Azure Shares unconditionally allotted or issued
while the Offer remains open for acceptance (or by such earlier date as the
Chiddingfold Concert Party may, subject to the City Code, decide) pursuant to an
exercise of options or warrants to subscribe for Azure Shares. No separate or
further offer will be made to holders of options or warrants in respect of Azure
Shares.
The Offer will not extend to the Deferred Shares.
Financial effects of acceptance
The financial effects of acceptance of the Offer are illustrated in Appendix 2
of this announcement.
Information on the Chiddingfold Concert Party
Information on the Chiddingfold Concert Party is set out in Appendix 3A of this
announcement. All the members of this concert party are linked to Peter Abbey,
the sole director of Chiddingfold.
Information on the other investors
Information on the other investors is set out in Appendix 3B of this
announcement.
Each of the investors listed in Appendix 3B have provided written irrevocable
confirmations to Chiddingfold that they will not accept the Offer.
Background to and Reasons for the Offer
Azure's only trading subsidiary was placed into members' voluntary liquidation
in January, 2003, since when the company has had no trading activities. On 20th
October, 2003 it transferred its remaining investments to Coran Investments
Limited to discharge its liabilities to Coran Investments Limited, retaining a
fifty per cent. interest in any surplus realisation proceeds in excess of
#50,000. As a result, Azure has no trading business, no assets of any
consequence and owes its creditors an estimated #200,000 of which #119,760 is
owed to Chiddingfold. This was not a viable situation and placed the company in
imminent danger of an insolvent liquidation.
The conversion of #105,000 of the Chiddingfold debt into new Azure Shares has
reduced indebtedness by this amount and the proceeds of the subscription by the
Investor Group will enable the remaining creditors to be paid and leave a
surplus for working capital and for evaluating future acquisitions. The
remaining #14,760 owed to Chiddingfold, together with #20,000 owed to Libra, a
member of the Chiddingfold Concert Party, will be settled by a further issue of
new Azure Shares at 1p per share, but not until such time as their issue would
not give rise to any further obligation on Chiddingfold or Libra under Rule 9 of
the City Code.
4
The Chiddingfold Concert Party has confirmed that the existing employment
rights, including any pension rights, of the management and employees of Azure
will be fully safeguarded.
Azure trading on AIM
The Chiddingfold Concert Party has no intention of procuring the cancellation of
the admission to trading of Azure Shares on AIM and will take reasonable steps
to continue such admission to trading.
The Offer Document
This announcement does not constitute an offer or invitation to purchase any
securities. The Offer Document containing the full terms and conditions of the
Offer, together with a form of acceptance will be despatched to Azure
Shareholders shortly.
Open Offer
The Directors of Azure have announced that they intend to offer to existing
Azure Shareholders the opportunity to participate in the overall financing of
Azure at the price of 1p per new Azure Share, being the price at which the
Investor Group have subscribed for 19.5 million new Azure Shares. Azure has
announced that Azure Shareholders, excluding the Investor Group, on the share
register on the date of the Azure Announcement will be invited to subscribe for
new Azure Shares by way of an open offer of 12,422,500 new Azure Shares on the
basis of ten new Azure Shares for each Azure Share held on the date of the Azure
Announcement at the price of 1p per new Azure Share. A copy of the announcement
in respect of the Open Offer to be made by Azure is at Appendix 4 to this
announcement.
The Azure Announcement also states that the document containing the Open Offer
will not be sent to Azure Shareholders until such date as will ensure that the
Offer closes at least one week before the final day for the subscription of new
Azure Shares pursuant to the Open Offer.
Enquires:
Chiddingfold Investments Limited 07764 783727
Peter Abbey
Azure Holdings Plc 07717 583438
Nicolas Greenstone
John East & Partners Limited
John East/David Worlidge/Simon Clements 020 7628 2200
5
Attention is drawn to Rule 8.3 of the City Code on Takeovers and Mergers under
which the dealings during an offer period in "relevant securities" of every
person who owns or controls, or will own or control in consequence of any
dealing (directly or indirectly), 1% of any class of such securities, and also
the dealings of any other person through whom such ownership or control is
derived, must be publicly disclosed. The rule does not apply to recognised
market makers dealing in that capacity, but relevant securities comprised in
investment accounts managed on a discretionary basis are treated as controlled
by the managers. "Relevant Securities" include, in essence, the securities of
Azure for which the offer is made, any equity share capital of the offerer, any
securities carrying conversion or subscription rights into, options over and
derivatives referenced to, any of the foregoing and a dealing includes the
taking, granting or exercising of any option (including a traded option), the
exercise of any such conversion or subscription rights, or the acquisition of,
entering into, closing out, exercise of rights under, or variation of the
derivative. Disclosure must be made not later than 12 noon on the business day
following the date of the transaction and is to be made to the company
announcement office of the London Stock Exchange and a copy must be faxed to the
Panel and Takeovers Mergers. This is only a summary of the rules. Further
information is to be found in the City Code on Takeovers and Mergers and can be
obtained from the Panel, Telephone 020 7638 0129, Fax 020 7256 9386 or from the
Panel's website at www.thetakeoverpanel.org.uk.
Appendix 5 contains definitions of the terms used in this announcement.
Save as disclosed in this announcement, neither Chiddingfold nor, so far as
Chiddingfold is aware, any person acting in concert with Chiddingfold, owns or
controls any Azure Shares or has any option to acquire Azure Shares or has
entered into any derivative contract referenced to Azure Shares which remain
outstanding.
The availability of the Offer to persons not resident in the UK may be affected
by the laws of the relevant jurisdiction. Persons who are not resident in the UK
should inform themselves about and observe any applicable requirements.
The Offer will not be made, directly or indirectly, in or into, or by the use of
the mails of, or by any means or instrumentality (including, without limitation,
telephonically or electronically) or interstate or foreign commerce of, or any
facilities of a national securities exchange of, the United States, Canada,
Australia, New Zealand, Japan or Ireland and is not capable of acceptance from
within the United States, Canada, Australia, New Zealand, Japan or Ireland.
Accordingly, copies of this announcement are not being, and must not be, mailed
or otherwise distributed or sent in or into or from the United States, Canada,
Australia, Japan or Ireland.
The Director of Chiddingfold accepts responsibility for the information
contained in this announcement. To the best of the knowledge and belief of the
Chiddingfold Concert Party (which has taken all reasonable care to ensure that
such is the case), the information contained in this announcement is in
accordance with the facts and does not omit anything likely to affect the import
of such information.
John East & Partners Limited, which is regulated by the Financial Services
Authority is acting exclusively for Azure and no one else in connection with the
Offer and will not be responsible to anyone other than Azure for providing the
protections afforded to customers of John East & Partners Limited nor for
providing advice in relation to the Offer.
6
APPENDIX 1
Condition of the Offer
As the Chiddingfold Concert Party holds 81.62 per cent. of the issued share
capital of Azure the Offer will be unconditional in all respects from the day of
the posting of the Offer Document and will only remain open for acceptance for a
period of 21 days thereafter.
7
APPENDIX 2
Financial effects of acceptance
The following table compares, for illustrative purposes only, the financial
effects on capital value and gross income for a holder of Azure Shares of
acceptances of the Offer (once the Offer becomes or is declared unconditional in
all respects), on the bases and assumptions set out in the notes below and the
terms of the Offer.
Capital Value Pence
Value of cash 1.0
Market Value of one Azure Share (note 1) 6.5
(Decrease) in capital value (5.5)
Percentage (decrease) in capital value (84.6)%
Income
The income available to shareholders of Azure who accept the Offer is dependent
upon individual circumstances. Azure Shareholders who accept the Offer in cash
will receive interest income depending upon the manner in which the cash
proceeds are reinvested. Azure has not paid any dividends since its admission to
AIM in August 2000 and Azure has negative reserves on its profit and loss
account.
Notes:
(1) The market value of a Azure Share is based on Azure's closing mid market
price on 21 October, 2003, being the last business day prior to the date of
the suspension of trading in the ordinary shares of Azure on AIM.
(2) No account has been taken of the treatment of any liability to taxation.
8
Name Amount % of Azure % of Azure Shares
Invested Shares held held assuming full
Pursuant to following the subscription under
the Subscription the Open Offer
Subscription
#
Nicholas 5,000 1.60% 1.15%
Greenstone
Flat 19,
109,
Haverstock Hill,
London
NW3 4SD
Raymond 5,000 1.60% 1.15%
Harris
Adler Shine
LLP,
Aston House,
Cornwall
Avenue,
Finchley,
London N3 1LF
Himakshu Patel 5,000 1.60% 1.15%
37 Ferndown,
Northwood,
Middlesex
HA6 1PH
Ronald Stirling 7,000 2.24% 1.60%
The White
Cottage,
21 Randolph
Road,
London W9 1AN
Matthew Tawse 5,000 1.60% 1.15%
AA
Management
S.A..
c/o Base
S.A.M.,
24 Bd
Princesse
Charlotte,
MC98000
Monaco
9
Edward Simons 5,000 1.60% 1.15%
The Mews at
March Mill
Boathouse,
Wargrave Road
Henley-on-Thames,
Oxon RG9 3HY
Hansard Group 5,000 1.60% 1.15%
Plc
14 Kinnerton
Place,
South London,
SW1X 8EH
A&P 5,000 1.60% 1.15%
Investments
C/o Hansard
Group Plc,
14 Kinnerton
Place,
South London
SW1X 8EH
Jamie True 5,000 1.60% 1.15%
4 Bryanston
Square,
London
W1H 2DE
Jack Bekhor 5,000 1.60% 1.15%
33 Melbury
Court,
London
W8 6NH
Clive Garston 5,000 1.60% 1.15%
Halliwell
Landau,
75 King William
Street, London
EC4N 7BE
10
BKL 5,000 1.60% 1.15%
Investments
Limited
c/o 4 Elm Walk,
London NW3 7UP
Sam Goldstone 5,000 1.60% 1.15%
12 F patio
Palace,
41 Avenue
Hector Atto,
98000 Monaco
Jennings 5,000 1.60% 1.15%
Associates
Limited,
4 Pitman Alley,
Gibraltar
Keith Smith 5,000 1.60% 1.15%
Nabarro Wells
& Co,
Sadlers House
Gutter Lane,
London
EC2V 6HF
Laurence Davis 12,000 3.84% 2.75%
c/o Conduit
Investments
Limited,
St Georges
House
15 Hanover
Square,
London
W1R 9AJ
Libra 9,000 2.88% 2.06%
Investments
Limited
c/o Atlantic Law
One Great
Cumberland
Place,
London W1
11
Microcap 25,000 8.00% 5.73
Equities Plc
22 Melton
Street,
London
NW1 2BW
Chiddingfold 20,000 6.40% 4.58
Investments
Limited
4 Pitman Alley,
Gibraltar
John Baker 5,000 1.60% 1.15%
The John Baker
Group,
15 Hanover
Square,
London
W15 1HS
Tom Turrell 2,000 0.64% 0.46%
35 Rue
Blanche,
Brussels 1060,
Belgium
12
APPENDIX 3B
Other Investors
Name Amount Invested % of Azure Shares % of Azure
Pursuant to the held following the Shares held
Subscription Subscription assuming full
subscription
under the Open
Offer
Barry Townsley 5,000 1.60% 1.15%
Insinger
Townsley,
44 Worship Street,
London
EC2A 2JT
Equity Trust 5,000 1.60% 1.15%
C/o Insinger
Townsley,
44 Worship Street,
London
EC2A 2JT
Daryl Warnford 5,000 1.60% 1.15%
Davis,
Insinger
Townsley,
44 Worship Street,
London
EC2A 2JT
Ian Goldbart 5,000 1.60% 1.15%
Insinger
Townsley,
44 Worship Street,
London
EC2A 2JT
Les Stafford 20,000 6.40% 4.58%
Walker Crisps
Weddle Beck Plc,
Sophia House
76/80 City Road,
London
EC1Y 2EQ
Darren Smith 5,000 1.60% 1.15%
13
APPENDIX 4
Azure Announcement
Room Service Group PLC ("Room Service" or "the
Company")
Placing of 19.5 million new ordinary shares,
Open Offer of 12,422,500 new ordinary shares and
Debt Conversion into new ordinary shares, at 1p per share
and
Change of name to Azure Holdings plc
In the preliminary announcement of the results for the year ended 31st December,
2002, it was announced that Chiddingfold Investments Limited ("Chiddingfold")
had acquired #119,760 of the Company's debts from a third party ("the
Chiddingfold Debt"), leaving a further #96,740 of the Company's debts
outstanding. It was also announced that the directors of the Company ("the
Directors") had agreed with Chiddingfold, that Chiddingfold would enter into
arrangements to make a loan of #100,000 to Room Service, convertible into new
ordinary shares at lp per share, following the implementation of the proposed
capital reconstruction which was approved at the annual general meeting of the
Company held on 20th October, 2003. The Directors have been advised that the
sole director and shareholder of Chiddingfold is Mr Peter Abbey.
The Company now announces that it has issued 19.5 million new ordinary shares
("Placing Shares") to Chiddingfold and its associates, conditional upon
admission to AIM, at lp per share, to raise #195,000 for the Company ("the
Placing"). The Placing Shares will not rank for the open offer described below.
Nicolas Greenstone and Raymond Harris, respectively the Chairman and a director
of the Company have each subscribed for 500,000 new ordinary shares, equivalent
to 1.6 per cent. each of the share capital of the Company as enlarged by the
Placing and the Debt Conversion referred to below.
The Directors believe that the Company's working capital requirement is best met
by an equity issue and, therefore, the Placing, which replaces the previously
announced proposed loan from Chiddingfold, will enable the Company to pay its
remaining creditors, other than Chiddingfold, and to retain a margin of
additional funds for working capital and for evaluating potential acquisitions.
To extinguish the majority of the Chiddingfold Debt, the Company has issued 10.5
million new ordinary shares ("the Debt Conversion Shares") to Chiddingfold, also
at lp per share ("the Debt Conversion"), conditional upon admission to AIM. This
is the maximum issue of new ordinary shares for cash permitted under the
authority granted at the recent annual general meeting and leaves #14,760
outstanding, to be settled by the issue of 1,476,000 new ordinary shares at lp
per share.
14
As a result of the Placing and the Debt Conversion Chiddingfold and its
associates hold 80.98 per cent. of the Company's issued share capital as
enlarged by the Placing and the Debt Conversion and, accordingly, Chiddingfold
and its associates have incurred an obligation under Rule 9 of the City Code on
Takeovers and Mergers ("City Code") to make a general offer for Room Service at
1p per share. The outstanding 1,476,000 shares due to Chiddingfold in respect of
the Debt Conversion as set out above will not be issued until such time as their
issue would not impose any further obligation on Chiddingfold under Rule 9 of
the City Code.
The Directors wish to offer existing shareholders the opportunity to participate
in the overall refinancing of the Company at the same price as the Placing and
the Debt Conversion. Accordingly, shareholders will be invited to subscribe for
new ordinary shares by way of an open offer of 12,422,500 new ordinary shares on
the basis often new ordinary shares for each existing ordinary share held ("Open
Offer") at a price of 1p per new ordinary share ("Open Offer Price"). The Open
Offer will not be underwritten. Chiddingfold has agreed to underwrite the costs
of the Open Offer to the extent that the proceeds raised are insufficient to do
so. The necessary documentation will be sent to shareholders as soon as
practicable; it is intended that this should be within one month. In any event,
the prospectus will not be sent to shareholders until such date as will ensure
that the Rule 9 offer closes at least one week before the final day for
subscription under the Open Offer.
The documentation will contain a detailed timetable. This will state that the
record date for the Open Offer will be today's date and the ex-entitlement date
for the Open Offer will be the date of restoration of trading in the Company's
shares on AIM, which is expected to be 5th December, 2003. Accordingly, when
trading is restored, the Company's ordinary shares will be "ex-entitlement".
For arranging the Placing and the Debt Conversion and underwriting the costs of
the Open Offer, the Company has agreed to pay Libra Investments Limited
("Libra"), an associate of Chiddingfold, a fee of #10,000 and a commission of
3.2 per cent. of the amount equal to the aggregate of the gross proceeds of the
Placing and the value of the Debt Conversion ("the Libra Fee"), to be satisfied
by the issue of 2,000,000 new ordinary shares ("the Libra Shares") at 1p per
share, which will be settled at such time as their issue would not impose any
obligation on Libra under Rule 9 of the City Code. The Directors have also been
advised that the sole director and shareholder of Libra is Mr Peter Abbey.
The Placing Shares and the Debt Conversion Shares have been issued pursuant to
the authority granted at the annual general meeting held on 20th October, 2003
and an application will be made for them to be admitted to trading on the
Alternative Investment Market.
Gerald Gold, as the independent director, considers, having consulted with the
Company's nominated adviser, John East & Partners Limited, that the terms of the
Placing, the Open Offer, the Debt Conversion and the Libra Fee, taken together,
are fair and reasonable as far as the shareholders of the Company are concerned.
15
Restoration of trading in the Company's ordinary shares on AIM and trading in
the Placing Shares and the Debt Conversion Shares are expected to commence on
5th December, 2003.
The change of name of the Company to Azure Holdings plc, which was approved at
the recent Annual General Meeting has now become effective.
2nd December, 2003
Enquiries:
Azure Holdings plc
Nicolas Greenstone (Chairman) 07717 58343
John East & Partners Limited
John East/David Worlidge/Simon Clements 020 7628 220
16
APPENDIX 5
Definitions
The following definitions apply throughout this announcement unless the context
otherwise requires:
"Act" the Companies Act 1985, as amended
"AIM" the Alternative Investment Market of the London Stock Exchange
"Azure" Azure Holdings Plc, a company registered under registration number
03916791, whose registered office address is 1st Floor, 159 Brent street,
Hendon London NW4 4HD
"Azure Announcement" The announcement made by Azure as set out in Appendix 4 to this
announcement relating, inter alia, to the Open Offer
"Azure Shareholders" holders of Azure Shares
"Azure Shares" the existing unconditionally allotted and/or issued and fully paid or credited
as fully paid ordinary shares of 1p each in Azure and any further such
ordinary shares which are unconditionally allotted and/or issued fully paid or
credited as fully paid after the date hereof and before the date on which the
Offer closes (or such earlier date as the Panel may decide)
"City Code" The City Code on Takeovers and Mergers
"Chiddingfold" Chiddingfold Investments Limited
"Chiddingfold Concert Party" the Chiddingfold Concert Party, comprising Chiddingfold and the other
investors listed in Appendix 3A
"Deferred Shares" 1,242,250 deferred ordinary shares of 99p each in the share capital of
Azure in issue which carry no voting rights and entitlement to dividends and
which are not the subject of the Offer
"Investor Group" the Chiddingfold Concert Party and other investors listed in Appendix 3B
"Libra" Libra Investments Limited
"London Stock Exchange" London Stock Exchange Plc
"Offer" the offer by Chiddingfold, on behalf of the Chiddingfold Concert Party, to
acquire the whole of the issued and to be issued ordinary share capital of
Azure (excluding the Deferred Shares) not already owned by the
Chiddingfold Concert Party or persons acting in concert with it on the terms
set out in this announcement and, where the context admits, any
subsequent version, variation, extension or renewal thereof
"Offer Document" the document to be sent to the Azure Shareholders containing the Offer
17
"Open Offer" the offer for subscription that Azure announced as set out in Appendix 4
which it intends to make and pursuant to which it intends to offer existing
Azure Shareholders the opportunity to acquire up to 10 new Azure Shares
for each Azure Share held at the date of the Azure Announcement at the
price of 1p per new Azure Share. Brief details of the Open Offer are set out
in the main body of this announcement under the heading "open Offer"
"Panel" The Panel on Takeovers and Mergers
"Relevant Authority" means any government, government department or governmental, quasi-
governmental, supranational, statutory, regulatory, environmental or
investigative body or authority, any trade agency, or any court, tribunal or
any association, institution or other similar person or body whatsoever in
any jurisdiction
"Subscription" the subscription for 19.5m new Azure Shares by the Investor Group and the
conversion by Chiddingfold of its #105,000 loan due to it by Azure into
10.5m new Azure Shares
"UK" or "United Kingdom" the United Kingdom of Great Britain and Northern Ireland
"USA" or "United States" the United States of America, its territories and possessions, any state of
the United States of America and the District of Columbia and all other
areas subject to its jurisdiction and any political subdivision thereof
18
This information is provided by RNS
The company news service from the London Stock Exchange
END
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