17/09/2002
ReGen Therapeutics Plc (‘ReGen’ or ‘the Company’) announces that as part of its on-going discussions with a number of parties in relation to securing future funding for the Company, it is currently in discussions with New Opportunities Investment Trust PLC (‘NOIT’) in relation to participating in the placing (‘Placing’) currently being undertaken by NOIT. NOIT is a new investment trust which, subject to, inter alia, raising £10,000,000 in cash and/or qualifying securities pursuant to the Placing, is seeking to 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 (‘Admission’). Admission is expected to take place on 25 September 2002.
Under the terms of the Placing, ReGen will subscribe for 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 new ordinary shares of ReGen. A further announcement will be made by ReGen following agreement on the actual number of NOIT Shares and ReGen Shares to be issued.
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 been 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 admitted.
ReGen will agree 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.
For further information, please contact:
Richard Robinson
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 an 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 is offering 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.
Conditions of the Placing Commitment
The Placing Commitment is conditional on:
(a) valid acceptances and qualifying securities and/or subscription monies being received under the Placing for an aggregate of not less than 10,000,000 NOIT Shares;
(b) Admission becoming effective not later than 25 September 2002 (or such later time and/or date as NOIT and its placing agent agree but in any event not later than 9.00 a.m. on 4 October 2002); and
(c) the placing agreement entered into by the NOIT and its placing agent (and others) on 23 August 2002 in relation to the Placing, becoming unconditional in accordance with its terms and not having been terminated by the placing agent (in the circumstances set out in the placing agreement) at any time prior to Admission becoming effective.