Completion of Demerger
February 18 2011 - 1:01AM
UK Regulatory
TIDMRGT
18 February 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 GBP1,500,000 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 None
Alexander David Holdings Limited
Finsbury Investment Corporation Limited
Finsquare Investments Limited
Alexander David Securities Group Plc
Scott London Limited
Michael Hicks, aged 75, has held the following directorships or partnerships
within the last five years.
Current Past
Alexander David Securities Limited None
Alexander David Holdings Limited
Alexander David Securities Group Plc
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 +44 20 7153 4920
Percy Lomax
Cairn Financial Advisers LLP +44 20 7148 7900
Nominated Adviser
Liam Murray / Avi Robinson
Alexander David Securities Limited +44 20 7448 9820
Broker
David Scott / Nick Bealer
This announcement is distributed by Thomson Reuters on behalf of
Thomson Reuters clients. The owner of this announcement warrants that:
(i) the releases contained herein are protected by copyright and
other applicable laws; and
(ii) they are solely responsible for the content, accuracy and
originality of the information contained therein.
Source: ReGen Therapeutics Plc via Thomson Reuters ONE
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