18/02/2011
ReGen Therapeutics Plc (the “Company”) to be renamed Alexander David Investments PLC
Completion of Demerger Incorporating:
- Reduction of Capital
- Adoption of Investing Policy
- Placing
- Issue of Warrants
- Board changes
- Change of company name
Change of AIM Rule 26 website
The Company announces that, following the High Court hearing held on 16 February 2011, the demerger of its current trading business, as detailed in the circular sent to shareholders on 12 January 2011 (the “Circular”), and approved by shareholders at the general meeting on 28 January 2011, has today become effective.
Reduction of Capital
The reduction of capital, being the cancellation of the ‘B’ ordinary shares issued pursuant to the bonus issue on 15 February 2011 and corresponding reduction of the Company’s share capital in accordance with the provisions of the Companies Act 2006, as detailed in the Circular, became effective on 17 February 2011.
Adoption of Investing Policy
The Company is now classified as an investing company, pursuant to AIM Rule 15, under the terms of which the Company has until 20 February 2012, being 12 months from the date of this announcement, to implement its investing policy, as detailed in the Circular. Otherwise, trading in the Company’s shares would be suspended at 7:30 a.m. on 21 February 2012. The Company would remain provisionally suspended for six months, following which, if it would remain the case that the Company fails to undertake a reverse takeover or otherwise implement its investing policy, it would be proposed to cancel the admission of the Company’s shares with effect from 7:00 a.m. on 21 August 2012.
Placing
The Company has today placed 300,000,000 new ordinary shares of 0.01 pence in the Company (“Ordinary Shares”) at 0.5 pence per share (the “Placing Shares”) raising £1,500,000 before expenses (the “Placing”). The Placing Shares will rank pari passu with the Company’s existing shares in all respects. Application has been made for the Placing Shares to be admitted to trading on AIM and dealings in these shares will commence on 18 February 2011.
Following the placing, the issued share capital of the Company will comprise 389,446,548 Ordinary Shares.
Issue of Warrants
Existing shareholders in the Company as at 14 February 2011 have today been granted one new warrant for every ten Ordinary Shares held as at that date. This equates to the issue of warrants over 8,944,086 shares. Each warrant entitles the holder to subscribe for one new Ordinary Share in the Company at an exercise price of 0.5 pence per share. The warrants are exercisable until 18 February 2013.
Alexander David Securities Limited (“ADS”) has today been granted a warrant over 29.9 per cent. of the share capital of the Company in issue immediately following the Placing, equivalent to 116,444,518 Ordinary Shares, at an exercise price of 0.5 pence per share. The warrant is exercisable until 18 February 2016.
Board Changes
Martin Small, Peter Garrod and Tim Shilton have resigned from the board with immediate effect.
In addition, the Company announces the appointment of David Scott and Michael Hicks to the board as non-executive directors with immediate effect.
David Scott FCSI
David is Chief Executive of ADS and has over 25 years of corporate broking and investment banking experience in advising small and medium-sized companies on both the Official List and AIM. He has extensive experience in private equity and advising unquoted companies. David began his career in the corporate finance department of L Messel & Co and has since been a director of corporate broking at ING Barings, a director of Resolution Partners Limited and a director of corporate finance at Lewis Charles. David is a co-founder of ADS and heads its corporate finance department.
Michael Hicks MCSI
Michael is Chairman of ADS and has over 50 years of experience in the financial services sector. He was dealing partner at Simon & Coates Stockbroker, where he worked for 21 years and at Frank H Statham Stockbrokers for 5 years. He joined Prudential Bache as director of UK dealing and risk management and, following that, was director and head of sales trading of Société Générale Stockbrokers. He remains active in the financial services sector and is a member of the Guild of International Bankers and a Freeman of the City of London.
Further Information on David Scott and Michael Hicks pursuant to schedule 2 (g) of the AIM Rules is set out below:
David Alexander Hill Scott, aged 45, has held the following directorships or partnerships within the last five years.
| Current | Past |
| Alexander David Securities Limited Alexander David Holdings Limited Finsbury Investment Corporation Limited Finsquare Investments Limited Alexander David Securities Group Plc Scott London Limited |
None |
Michael Hicks, aged 75, has held the following directorships or partnerships within the last five years.
| Current | Past |
| Alexander David Securities Limited Alexander David Holdings Limited Alexander David Securities Group Plc |
None |
Change of company name
The Company has today submitted a change of name form to Companies House. Once this has been processed, the Company’s name will change to Alexander David Investments PLC with “ADI” as its ticker. A further announcement will be made shortly.
Change of AIM Rule 26 website
The Company’s AIM Rule 26 website has been changed to www.ad-investments.com with immediate effect.
Enquiries:
ReGen Therapeutics Plc
Percy Lomax
+44 20 7153 4920
Cairn Financial Advisers LLP
Nominated Adviser
Liam Murray / Avi Robinson
+44 20 7148 7900
Alexander David Securities Limited
Broker
David Scott / Nick Bealer
+44 20 7448 9820
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Source: ReGen Therapeutics Plc via Thomson Reuters ONE