15/09/2005
ReGen Therapeutics Plc (‘ReGen’ or the ‘Company’) announces that on 14th September 2005 it entered into an agreement with the Headstart Group of funds
(‘Headstart’) under which Headstart will make available to the Company a committed share finance facility of up to £2,000,000(the ‘Headstart Facility’).
Pursuant to the terms of the Headstart Facility, Headstart has agreed, when called upon by the Company, to subscribe for, or purchase, new ordinary shares in the capital of the Company (‘Ordinary Shares’) to the value of up to, in aggregate, £2,000,000. The Headstart Facility is available at any time up to 3 years from the date a Committed Share Finance Facility Agreement is entered into by the Company and Headstart and can be drawn down by the Company in increments of up to £50,000. The subscription price for an Ordinary Share shall be equal to 95% of the lowest closing bid price of an Ordinary Share in the fifteen trading days following the date on which the Company notifies Headstart that it wishes to make a draw down under the Headstart Facility.
In consideration for Headstart making available the Headstart Facility, the Company has agreed to pay Headstart a one-off underwriting commission of £60,000 payable by the issue of Ordinary Shares (on the basis of an agreed value per Ordinary Share of 1.35p, being the closing bid price on Wednesday 7th September 2005). £30,000 of the underwriting commission was payable upon entering into the Headstart Facility and the remaining £30,000 is payable on the first anniversary thereafter. Accordingly, application has been made for 2,222,222 Ordinary Shares to be admitted to trading on the AIM market. It is expected that admission to listing will become effective and that dealings in these shares will commence on Tuesday 20th September 2005. In addition, the Company has agreed, subject to shareholder approval, to issue warrants granting Headstart the right to subscribe for up to 4,000,000 Ordinary Shares at a subscription price of 1.65p per share, being a price equal to 110% of the closing bid price of the Company’s shares on 13th September 2005. Such warrants will be exercisable at any time on or before 14th September 2008. As the issue of the Warrants is subject to shareholder approval, ReGen will shortly send to shareholders a circular containing a notice convening an extraordinary general meeting of the Company (the ‘Circular’) for 10.00 a.m. on 10 October 2005 (the ‘EGM’) containing resolutions to, inter alia, approve the issue of the Warrants.
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 19 September 2005 until 14 October 2005.
For further information, please contact:
Andrew Marshall
Marshall Robinson Roe
Tel No 020 7960 6007