10/03/2003
ReGen Therapeutics Plc (‘ReGen’ or ‘the Company’) announces that it has today sent a circular to Shareholders (‘Circular’) containing notice convening an Extraordinary General Meeting of the Company to be held on 31 March 2003 (‘EGM’) to approve, inter alia, a proposed reorganisation of the share capital of the Company (‘Capital Reorganisation’).
The Board of ReGen is currently seeking to raise additional working capital and is also continuing to evaluate possible acquisitions of complimentary businesses. Accordingly, the Board is seeking Shareholder authority at the EGM to be able to effect the Capital Reorganisation and issue shares and/or other securities of the Company to facilitate such fundraising and/or acquisitions.
The reason for the Capital Reorganisation is because the existing Ordinary Shares of the Company (‘Existing Ordinary Shares’) are currently trading at a market price which is below their nominal value of 5p each. The Companies Act 1985 provides that a company may only lawfully issue new shares for a subscription price at or above the nominal value of those shares. Therefore, to enable the Company to issue further shares in the future, it is proposed that each share in the capital of the Company, currently having a nominal value of 5p each, be sub-divided. In order not to dilute the shareholdings in the Company, it is proposed that this 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 0.1p (‘New Ordinary Share’) and one Deferred Share having a nominal value of 4.9p (‘Deferred Share’).
The Deferred Shares will have no practical economic value as they will not be listed, will be non-voting, will carry no right to a dividend and will be subject to eventual redemption by the Company for a nominal amount. Accordingly, the Capital Reorganisation 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.
The Capital Reorganisation will be made by reference to holdings of Existing Ordinary Shares on the register of members as at the close of business on 31 March 2003.
The Directors consider the resolutions to be proposed at the EGM are in the best interests of the Company and the Shareholders as a whole. Consequently, the Directors recommend that Shareholders vote in favour of all the resolutions to be proposed at the EGM as they intend to do in respect of their own beneficial holdings which in aggregate amount to 5,486,798 Existing Ordinary Shares, representing 5.07 per cent. of the Company’s current issued ordinary share capital.
Application will be made for the New Ordinary Shares to be admitted to the Alternative Investment Market of the London Stock Exchange and dealings are expected to commence at 8.00 a.m. on 1 April 2003.
Certificates will not be issued for the Deferred Shares. Replacement certificates will not be sent out in relation to the New Ordinary Shares.
Existing share certificates will remain valid in relation to the number of New Ordinary Shares that each shareholder is entitled to following the Capital Reorganisation. Shareholders who hold their Existing Ordinary Shares in uncertificated form will have their CREST accounts credited with the New Ordinary Shares following their admission to AIM.
Copies of the Circular will be available, for collection only, free of charge to the public, from the Company, Suite 406, Langham House, 29-30 Margaret Street, London W1W 8SA during normal office hours on any day (Saturdays, Sundays excepted) from today until 31 March 2003.
For further information, please contact:
Andrew Marshall
Marshall Robinson Roe
Tel No 020 7489 2033