TILS.L Regulatory News (TILS)

26 Oct 2007 15:58

ReGen Therapeutics PLC26 October 2007 FOR IMMEDIATE RELEASE 26 October 2007 ReGen Therapeutics Plc ("ReGen" or "the Company") Extraordinary General Meeting Capital Consolidation Capital Consolidation The Board believes that it is appropriate to prepare a reorganisation of theCompany's share capital involving the consolidation of the number of ExistingOrdinary Shares. The consolidation would reduce the total number of shares inissue, simplify trading and settlement and also facilitate a more appropriatetrading price range for the shares. The Board believes that its presentations tothe US investment community over the last three and a half years have been wellreceived. Unfortunately, the current low level of the share price is a block onUS investment. The Company has an American Depository Receipt (ADR), which itproposes to list on the OTCQX market in New York. This newly established tradingfacility already includes a number of well-known European company stocks. TheBoard considers that a higher underlying share price is necessary for thislisting to be a success. It is proposed that every one hundred (100) Existing Ordinary Shares, currentlyhaving a nominal value of 0.1p each, be consolidated into one New Ordinary Sharehaving a nominal value of 10p each. Where a shareholding is not exactly divisible in accordance with the terms ofthe Capital Consolidation, the Capital Consolidation will give rise to anentitlement to a fraction of a New Ordinary Share. Shares representing theaggregate of these entitlements will be sold in the market by the Company'sbroker on behalf of those Shareholders entitled. Relevant Shareholders willsubsequently receive a cheque in relation to their proportion of the proceeds ofsale (net of expenses), which are expected to be dispatched by 4 December 2007.This procedure requires no action on the part of Shareholders. As all Existing Ordinary Shares are being consolidated, each Shareholder'spercentage holding in the issued share capital of the Company immediately beforeand after the implementation of the Capital Consolidation will (save in respectof fractional entitlements) remain unchanged. To effect the Capital Consolidation it may be necessary for the Company to issuean additional number of Existing Ordinary Shares (up to a maximum of 99) so thatall fractional entitlements can be aggregated into New Ordinary Shares. Suchissue of Existing Ordinary Shares will take place prior to the effective time ofthe Capital Consolidation. These Existing Ordinary Shares will also be sold onthe market and the proceeds of the sale of such Existing Ordinary Shares shallbe retained for the benefit of the Company. The proposed Capital Consolidation will not affect the rights attaching to theExisting Ordinary Shares and will be made by reference to holdings of ExistingOrdinary Shares on the register of members as at 6.00 p,m on 20 November 2007. If the Resolution in the Notice of EGM is passed, replacement certificates willbe sent out to Shareholders in relation to the New Ordinary Shares. Existingshare certificates will thereafter be cancelled and no longer be valid witheffect from 6.00 p,m on 20 November 2007. Replacement share certificates areexpected to be dispatched to Shareholders no later than 27 November 2007 For the purposes of United Kingdom taxation of capital gains and corporation taxon chargeable gains, the receipt of New Ordinary Shares arising from the CapitalConsolidation will be a reorganisation of the share capital of the Company.Accordingly, a Shareholder should not be treated as making a disposal of all orpart of his holding of Existing Ordinary Shares or New Ordinary Shares by reasonof the Capital Consolidation being implemented. The New Ordinary Shares arisingon the Capital Consolidation should be treated as if they had been acquired atthe same time and at the same price as the Existing Ordinary Shares.Shareholders who are in any doubt as to their tax position or who are subject totax in a jurisdiction other than the United Kingdom should consult theirindependent financial advisers. Share Issue Authorities The Board considers that it is appropriate to renew its share issue authoritiesfollowing its successful placing of shares in June 2007. A majority of theexisting share issue authorities were utilised in that placing and the Boardconsider it prudent to renew such share issue authorities prior to the nextAnnual General Meeting of the Company in 2008. At the present time the Board hasno intention of issuing any shares, but as the Company is proposing toconsolidate its share capital, it would seem prudent and less expensive forShareholders to put the relevant resolutions to them now rather than having toconvene a further extraordinary general meeting in the future. Circular and Extraordinary General Meeting The Company is today posting a circular to Shareholders containing a notice ofExtraordinary General Meeting, which is to be held at 11 a.m. on 20 November2007 at the offices of Heller Ehrman (Europe) LLP at First Floor, Condor House,St. Paul's Churchyard, London, EC4M 8AL, for the purposes of approving theresolutions necessary for the Capital Consolidation and also to grant theDirectors authorities under Section 80 and 95 of the Companies Act 1985, asamended. The circular to Shareholders will be available on the Company's website:www.regentherapeutics.com The expected timetable for the Capital Consolidation is as follows: Latest date for receipt of Forms of Proxy 11.00 a.m. on 18 November 2007Extraordinary General Meeting 11.00 a.m. on 20 November 2007Record Date for Capital Consolidation 6.00 p.m. on 20 November 2007 Commencement of Dealings in New Ordinary Shares 8.00 a.m.. on 21 November 2007 CREST Accounts credited with New Ordinary Shares 21 November 2007 Despatch of certificates for New Ordinary Shares by 27 November 2007 Despatch of cheques for fractional entitlements and certificates for New Ordinary Shares; CREST accounts credited with value of fractional entitlements by 4 December 2007 If any of the above times and/or dates change, the revised times and/or dateswill be notified to Shareholders by announcement through a RegulatoryInformation Service. References to time in this announcement and the Notice of Extraordinary GeneralMeeting are to British Time. Application will be made to the London Stock Exchange for the New OrdinaryShares arising on the Capital Consolidation to be admitted to trading on 21November 2007. For further enquiries: Percy Lomax, Chairman and Chief Executive, ReGen Therapeutics Plc Tel: 020 7153 4920 Direct: 020 8504 2156 Mobile: 07932 751541 Roland Cornish, Beaumont Cornish Limited Tel: 020 7628 3396 Nick Bealer, King & Shaxson Capital Limited Tel: 020 7426 5986 Andrew Marshall, Greycoat Communications Tel: 020 7960 6007 Mobile: 07785 297111 This information is provided by RNS The company news service from the London Stock Exchange