12 Sep 2008 07:00
FOR IMMEDIATE RELEASE 12 SEPTEMBER 2008
ReGen Therapeutics Plc
General Meeting
Sub-division of Share capital
and
Share Issue Authorities
The Board of ReGen Therapeutics Plc ("ReGen" or the "Company") today announces that a General Meeting of the Company will be convened for 11.00 a.m. on 6 October 2008 at the offices of Heller Ehrman (Europe) LLP at First Floor, Condor House, St. Paul's Churchyard, London, EC4M 8AL.
Sub-division of Share Capital
Notwithstanding the progress of the Company over the last year, the existing ordinary shares of the Company ("Existing Ordinary Shares") are currently trading at a market price which is close to their nominal value of 10 pence each. The Company may only lawfully issue new shares for a subscription price at or above the nominal value of those shares. We believe this situation has arisen primarily due to the sharp decline in equity values on the stock market over the last twelve months and in particular in the UK Biotech sector. Accordingly and in light of the current macro-economic environment the Board believes that it is prudent to sub-divide the share capital of the Company in order to facilitate future fundraisings.
It is proposed that the sub-division will be effected so that every Existing Ordinary Share in issue be sub-divided and reclassified into one new ordinary share having a nominal value of 0.01 pence ("New Ordinary Shares") and one deferred B share having a nominal value of 9.99 pence ("Deferred B Share") (the "Sub-division").
The number of New Ordinary Shares in issue following the Sub-division will equal the number of Existing Ordinary Shares currently in issue. The Sub-division will not affect the rights attaching to the Existing Ordinary Shares, other than to alter their nominal value and, in particular, will not affect the voting rights of the holders of Existing Ordinary Shares.
As all Existing Ordinary Shares are being sub-divided, each Shareholder's percentage holding in the issued share capital of the Company immediately before and after the implementation of the Sub-division will remain unchanged.
New share certificates will not be issued and the existing share certificates will continue to be valid following the Sub-division. Shareholders who hold their shares in the Company through CREST should note that the Company's ISIN number GB00B28XMY25 will continue to be valid.
Share Issue Authorities
The Board announced during August 2008 that the Company had raised gross funds of £20,000 through a placing of Ordinary Shares undertaken by Alexander David Securities Limited as agent for the Company and a further £50,000 of gross funds through the drawdown of an equity line of credit. Accordingly, the Board is seeking to renew shareholder authority to be able to issue New Ordinary Shares and/or other securities of the Company to facilitate future fundraisings and/or acquisitions of complementary businesses. The Board are requesting authority to issue up to 3,940,000 New Ordinary Shares for these specific purposes, which represents approximately thirty-three per cent. of the current issued share capital of the Company. In addition, the Board is seeking renewal of their general authorities to issue up to 595,000 New Ordinary Shares, which represents approximately five per cent. of the current issued share capital of the Company.
Circular and Notice of General Meeting
The Company is today posting a circular to Shareholders containing a notice of General Meeting, which is to be held at 11 a.m. on 6 October 2008 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 the resolutions necessary for the Sub-division and also to grant the Directors authorities under Section 80 and 95 of the Companies Act 1985, as amended.
The circular to shareholders is available on the Company's website:
www.regentherapeutics.com
For further information, please contact:
Percy Lomax ReGen Therapeutics Plc Tel No 020 7153 4920
Roland Cornish/Felicity Geidt Beaumont Cornish Tel No 020 7628 3396
David Scott/Nick Bealer Alexander David Tel No 020 7448 9800
Adrian Duffield/Jon Davies College Hill Associates Tel No 020 7457 2020