Regen secures potential funding facility

24/09/2002

ReGen Therapeutics Plc (‘ReGen’ or ‘the Company’), a company developing ColostrininTM as a potential therapy for Alzheimer’s disease, announces that it has now entered into a conditional placing commitment (‘Placing Commitment’)pursuant to the placing (‘Placing’) currently being undertaken by New Opportunities Investment Trust PLC (‘NOIT’). NOIT is a new investment trust which is seeking admission to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange’s market for listed securities (‘Admission’). Admission is expected to take place at 8.00 am tomorrow, 25 September 2002.

Under the terms of the Placing Commitment, ReGen has agreed to subscribe for 1,060,606 redeemable ordinary shares in NOIT (‘NOIT Shares’) at a price of 100p per share, which is to be settled by the issue to NOIT of 21,212,121 new ordinary shares of ReGen (‘New Shares’), valuing the New Shares at 5p each. The issue of the NOIT Shares and the New Shares will take place simultaneously with Admission.

ReGen’s holding in NOIT will represent approximately 8.07% of NOIT’s issued share capital following the issue of the NOIT Shares and NOIT’s holding in ReGen will represent approximately 22.8% of ReGen’s issued share capital following the issue of the New Shares.

ReGen will also receive as part of the Placing, in respect of every five NOIT shares it acquires, one warrant which confers the right to subscribe in cash for one new NOIT share at any time up to including five years from Admission at a price of 100p per share (‘Warrants’). The Warrants will also be admitted to the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange’s market for listed securities at the same time as the NOIT Shares are so admitted.

ReGen has agreed not to dispose of any part of its holding of NOIT Shares and Warrants for a period of three months from Admission. After expiry of this period, it is ReGen’s intention to continue to fund itself through disposals of NOIT Shares at appropriate times and according to the Company’s ongoing working capital requirements.

Application has been made for the New Shares to be admitted to the Alternative Investment Market of the London Stock Exchange plc and dealings are expected to commence at 8.00 am on 25 September 2002.

Percy Lomax, Chairman of ReGen commented ‘The funds which we believe can be realised from disposals of NOIT Shares should enable ReGen to carry out further necessary work on ColostrininTM before proceeding to the next stage of clinical trials. It should also enable us to investigate other possible opportunities for ReGen such as nutraceuticals.

The market value of the NOIT Shares will, of course, vary from time to time.
However, by the adoption of this method of fundraising, we hope to be able to benefit from such variations and by spreading disposals of NOIT Shares over the medium to longer term, hopefully, we can do so in market conditions which are significantly better than those that exist presently’.

For further information, please contact:

Andrew Marshall
Marshall Robinson Roe
Tel No 020 7489 2033

This announcement does not constitute an offer to sell or issue, or a solicitation of any offer to purchase or subscribe for any shares in ReGen nor shall it form the basis of, or be relied upon in connection with, any contract for such purchase or subscription. No representation or warranty, express or implied, is made or given by ReGen as to the accuracy or completeness of the information or the opinions contained in this announcement and no liability is accepted for any such information or opinions.

Details on NOIT

NOIT is a new UK investment trust which will invest primarily in the quoted equity and debt securities of selected smaller companies. NOIT’s investment objective is to generate capital appreciation in the medium to long term. As well as accepting cash consideration, NOIT offered investors the opportunity to participate in the Placing by transferring appropriate securities to the Company. By accepting appropriate securities from investors, NOIT hopes to achieve a ready-made portfolio without affecting market prices.