Notice of General Meeting

23/02/2010

The Board of ReGen Therapeutics Plc (“ReGen” or “the Company”) today announces that a General Meeting of the Company will be held at11.00 a.m. on 11 March 2010 at the offices of Alexander David Securities Limited, 10 Finsbury Square, London, EC2A 1AD.

A circular containing the Notice of General Meeting is being posted to shareholders, and is available on the Company’s website: www.regentherapeutics.com

 

Introduction

Between 2007 and 2008 losses before tax decreased by over £1,000,000 and whilst a further decrease in losses in 2009 is anticipated, ReGen, is not yet trading profitably. The Directors  have drastically reduced costs wherever possible including at least halving Directors salaries and further reducing other expenses, but additional funds will still be needed to sustain the Company until such time that it can become profitable.

The Company has already raised £125,000 in one placing this year with long-term investors and the Company has identified, from the placing and from conversations, a number of potential additional long-term investors who are willing to provide further funding for the Company.

We set out below the continuing roll out of our worldwide network for the distribution of Colostrinin™.

 

Current Markets:

USA and Canada

Development in the USA of CogniSure™ (Metagenics brand name for Colostrinin™) has not been as rapid as we had hoped – this remains our largest market. We believe the takeover of Metagenics by Alticor, part of a worldwide marketing group with an annual turnover of £3.3 billion, will lead to our product being more widely promoted, outside of the relatively narrow marketing strategy of the original Metagenics design. Metagenics advise us that they are currently working on positioning the product in the USA and Canada and expect to carry out a substantial relaunch of the product in 2010.

Australia

The ban imposed in August 2009 by the Australian Quarantine Inspection Service (AQIS) on the import of colostrum based products into Australia has now been lifted, as far as products containing Colostrinin™ are concerned. Health World in Australia has since ordered material sufficient to make products with a retail sales value of over US$300,000.

Cyprus

Golgi Pharmaceuticals Limited has carried out a significant marketing campaign to promote Cognase™ (Golgi’s brand name for Colostrinin™) though some consumers have experienced problems with tablets discolouring. Upgraded packaging has now been developed by Metagenics to prevent this problem, and a supply of this newly packaged product has been delivered to Cyprus.

Poland

Sales in Poland are proceeding as expected at the time of signing the original Test Marketing Agreement in November 2008.

UK

MemoryAid was successfully launched in September 2009 and we are very pleased that Colostrinin™ is finally available in our home market.

 

Potential markets:

Turkey

Eczacibasi, a leading Turkish industrials group with annual revenues of $3.2 billion, now expect the Government to give final labelling approval for their ‘Dyna™’ version of Colostrinin™) within the next few weeks and for the full commercial  launch in Turkey to take place in the first half of 2010.  We would remind Shareholders of the financial terms of the Turkish agreement which are: On Government approval, Eczacibasi will pay ReGen a $50,000 milestone payment and net revenues to ReGen from Eczacibasi, pursuant to the minimum annual purchase commitments in the Distribution Agreement, are estimated to be $52,000 in the first year, after regulatory approval is obtained, and $104,000 in the second year.

India

ReGen has a Material Transfer Agreement in place with an Indian company, which has now produced a tablet for the Indian market. We are now negotiating final contract terms for a full Licensing and Distribution Agreement for India. We would comment that India with a population of 1.1 billion represents a very significant market where self-medication is a normal feature of medicine.

South Korea

We are now negotiating the final terms of a contract with a major South Korean company to distribute Colostrinin™ in South Korea. We believe this company would have the marketing power to fully exploit the sales potential of a product based on Colostrinin™.

China

Our contacts through a technology transfer company, sponsoring innovation in China from the UK, has led to us signing a Confidentiality Agreement with a leading Chinese pharmaceutical company to explore the possibility of marketing Colostrinin™) in China. With a population of 1.3 billion, nearly one fifth of the world’s population, China also represents a very significant market for Colostrinin™. Like India, China also self-medicates and as we are well aware is an important market for alternative therapies.

The Board believes that it is in the best interests of Shareholders to continue to seek support for ReGen’s development. The Company is therefore seeking to renew Shareholder authority to take in additional investment and/or make acquisitions to maintain the capital base into 2010. The Board wishes to be able to be in a position to consider promptly and effect appropriate funding proposals as and when they occur and is therefore now 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 20,000,000 new Ordinary Shares for these specific purposes, which represents approximately 44.4 per cent of the current issued share capital of the Company.

In addition, the Board is seeking renewal of their general authorities to issue new Ordinary Shares and/or other securities, such general authority being last granted to them at the General Meeting of the Company held on 7 December 2009. The Board are requesting authority to issue up to 2,250,000 new Ordinary Shares, which represents approximately 5 per cent. of the current issued share capital of the Company.

 

General Meeting

The grant of general authorities to issue Ordinary Shares and/or other securities of the Company requires Shareholder approval. Accordingly, a General Meeting of the Company is being convened  for the purpose of granting the Directors authority to allot Ordinary Shares and to disapply pre-emption rights in connection with such allotments.

 

For further information please contact:

Percy Lomax
ReGen Therapeutics Plc
Tel: 020 7153 4920

Roland Cornish/Felicity Geidt
Beaumont Cornish Limited
Tel: 020 7628 3396

David Scott/Nick Bealer
Alexander David Securities Limited
Tel: 020 7448 9820

Notice of General Meeting (105KB PDF)

 

Form of Proxy 2010 (88KB PDF)