First Day of Dealings

RNS Number:7285A
Capregen PLC
24 July 2007



               CapRegen plc - Investing in the Anti-Ageing Market
                         ("CapRegen" or the "Company")

                    Admission to AIM - First Day of Dealings

The Placing:

  * CapRegen plc announces the completion of its admission to AIM and that
    trading in its ordinary shares commenced at 8.00am today.

  * CapRegen is a newly incorporated public limited company that has been
    established in order to make investments in the global anti-ageing and
    regenerative medicine market place.

  * The Company will use the expertise of Dr Robert Goldman, PhD, DO, FAASP
    and Dr Ronald Klatz, D.O. to invest in medical technologies that they and
    the other Directors believe have commercial viability.

  * In order to commence this investment strategy, the Company has raised #3.7
    million since formation.

  * Blue Oar Securities plc, the Company's Nominated Advisor and broker, has
    placed 64,010,000 new ordinary shares on behalf of the Company raising #3.2
    million.


Douglas Emslie, Chairman, CapRegen plc said:

"Strong demand for healthcare, lifestyle and cosmetic products is being driven
by an increasing desire to reduce the physical effects and appearance of getting
older. Combined with an ageing demography in the Western world, the anti-aging
market is one of the fastest growing areas of the healthcare sector,
particularly in the US.

"CapRegen brings together specific healthcare and investment expertise to
capitalise on this opportunity. With a number of potential investee companies
already available to the company, CapRegen is in an extremely strong position to
generate exciting returns for its shareholders."

Placing statistics:

Number of Placing Shares                                                                     64,010,000
Number of Ordinary Shares in issue following the Placing and on Admission                    89,010,000
Estimated net proceeds of the Placing received by the Company                             #2.95 million
Proportion of enlarged issued Ordinary Share capital the subject of the Placing           71.9 per cent
Approximate capitalisation at the Placing Price on Admission                              #4.45 million
AIM Ticker Symbol                                                                                   CGN


For further information:

CapRegen plc                                  020 8846 2700
Doug Emslie, Chairman

Blue Oar Securities                           020 7448 4400
William Vandyk

Madano Partnership                            020 7593 4000
Mark Way / Matthew Moth


CapRegen plc:

1. Introduction

CapRegen is a newly incorporated public limited company that has been 
established in order to make investments in the global anti-ageing and
regenerative medicine market place.

The Company will use the expertise of Doctors Goldman and Klatz to invest in
medical technologies that they and the other Directors believe have commercial
viability.

2. Market Background

The Directors consider that anti-ageing medicine is a fast growing clinical
medical speciality and an extension of preventative health care which is based
on the early detection, prevention and reversal of ageing related diseases such
as Alzheimer's disease, cataracts, prostate and skin cancer, impotence,
osteoporosis and dementia as well as cosmetic and transplant surgery.

With early detection and appropriate intervention, many diseases can be
prevented, cured, or have their downward course reversed.

The Directors believe that the science behind anti-ageing medicine is
multi-disciplinary, covering not only established fields like biochemistry,
biology and physiology, but extending into mind/body medicine, sports medicine,
molecular genetics and emerging medical technologies.

In 2005, the Business Communications Company, Inc. (a US research company)
estimated that turnover in the US anti-ageing medical marketplace would reach
some US$49 billion in 2005 and would grow to approximately US$72 billion by
2009, a compound growth rate of 10 per cent. per annum.

3. Background to the Founders of CapRegen

The founding shareholders of CapRegen are Tarsus and Doctors Goldman and Klatz.

Tarsus is an international media group with interests in exhibitions,
conferences, publishing and online media.

In November 2006, Tarsus acquired a majority interest in Medical Conferences
International, Inc. ("MCII") from Doctors Goldman and Klatz. MCII, founded in
2003 by Dr Goldman and Dr Klatz, owns and operates medical sector exhibitions
and conferences in the US anti-ageing market.

The Doctors have a combined total of over 25 years' experience in pioneering
innovations and developing technologies which have resulted in the creation of
new markets and industries. Selected highlights of their accomplishments
together are set out below:

  * 1984 - publication of their book, Death in the Locker Room on drug use in
    sports;
  * 1989 - creation of the National Academy of Sports Medicine which is
    recognised as a global leader in developing evidence based health and
    fitness solutions;
  * 2003 - established MCII, which today organises, sponsors or endorses 27
    worldwide scientific events;
  * 2006 - MCII was sold to Tarsus.

In addition, the Doctors have co-authored a number of patents in the healthcare
sector and published several books focused on the anti-ageing and regenerative
medical specialities worldwide.

4. Background to and Reasons for the Establishment of CapRegen

In 2006, Tarsus acquired 80 per cent. of MCII from the Doctors for up to US$46
million allowing Tarsus to further develop its exhibitions and conferences
business.

Tarsus and the Doctors consider that an off shoot of the business of MCII,
investment in anti-ageing healthcare products and technologies, has significant
potential to grow independently. The Doctors, through their personal contacts
which include physicians, scientists and healthcare professionals, intend to
pioneer innovations and develop technologies consistent with their existing work
for MCII and Tarsus.

The Directors believe that this business would be more appropriately carried on
in a separate corporate vehicle.

Tarsus and MCII have agreed, on the terms of the Tarsus Agreement, to release
the Doctors from their covenants and employment obligations insofar as is
necessary to enable the Doctors to pursue the investment strategy outlined above
and to work for the Company.

All arrangements necessary between Tarsus and CapRegen to enable the new
business of the Company to be established and carried on as a fully separate
business have been set up on an arm's length basis.

Similarly, any arrangements in the future between Tarsus and the Company will be
considered at the relevant time by those directors of the Company who are not on
the board of Tarsus and appropriate independent advice will be taken at the
relevant time.

CapRegen and the Directors have undertaken to use their reasonable endeavours to
procure the appointment of an independent director to the board as soon as
practicable, but not later than 18 months from Admission.

5. Investment Strategy

The Company will seek to invest in technologies and products in the anti-ageing
healthcare marketplace through the Doctors' personal contacts which include
physicians, scientists and healthcare professionals.

The Company intends to:

  * fund scientific researchers with early-concept technologies with short
    term commercial viability. Typically, investments in non-FDA regulated
    technologies will tend to be 1-3 years from commercialisation and
    investments in FDA regulated technologies will tend to be 5-7 years from
    market. The initial emphasis is likely to be on non-FDA regulated
    technologies; and

  * fund the commercialisation of early-concept technologies which are ready
    to go to market.

Any such investment is likely to be unquoted and located, at least initially,
primarily in North America, although the Directors may look to make investments
around the world if appropriate. It is anticipated that the Company will make
several investments rather than focusing on just one or two.

The Directors believe that when an investment opportunity has been identified
and approved by the Board, the Company may need to raise additional equity funds
to complete the transaction.

The Directors do not expect any such investment to constitute a reverse takeover
under the AIM Rules, requiring shareholders' approval and re-admission to AIM.

Investment Process

It is intended that the Doctors will be the primary generators of investment
proposals from their own sources, including fellow doctors and other medical
professionals. Once a potential investment has been identified, the Directors
intend to commission a detailed due diligence process on its technologies or
operations.

This process, which will be tailored to the particular individual situation,
will include, where appropriate, the appointment of specialist scientific or
financial advisers and the production of:

  * specialist reports, such as medical and healthcare reports, market
    studies, competitor analysis and technology audits, as may be deemed
    necessary by the Directors to provide them and the Company with sufficient
    information to make an informed investment decision;

  * a financial due diligence report giving an analysis of the target
    investment and to establish whether the funds available to the target
    investment, both in terms of cash resources and bank facilities, are
    sufficient for its current stage of development, or whether further funding
    is required to develop the investment fully;

  * a legal due diligence report addressing the status of intellectual
    property and relevant transactions in the target investments' past,
    corporate, contractual and regulatory issues as well as broader legal
    information, such as past or pending litigation.

Investment decisions will only be taken by the board of CapRegen. The Doctors
will not be permitted to vote or count in the quorum in respect of any
investment in which they are interested.

6. Current Operations

The Company was incorporated on 31 May 2007 and, save in relation to
arrangements necessary for the Placing and Admission, has no trading history. At
Admission, it is estimated that the Company will have approximately #3.45
million of cash.

7. Directors

The Board comprises:

Douglas Emslie, BAcc (Hons), CA, Non-Executive Chairman (age 41)

Douglas Emslie is currently Group Managing Director of Tarsus, a fully listed
integrated media group, involved in organising exhibitions, conferences,
publishing and on-line media activities. Tarsus is a founder investor and major
shareholder in the Company. Prior to joining Tarsus, Mr Emslie held senior
management positions at Blenheim Group PLC and after its takeover by United
BusinessMedia plc, at that company. He is also a board member of the Association
of Event Organisers Limited and a member of the Institute of Chartered
Accountants of Scotland.

Dr Robert Goldman, PhD, DO, FAASP, Executive Director (age 52)

Dr Goldman is the Chairman of A4M and (with Dr Klatz) the Founding President of
the National Academy of Sports Medicine, USA. He has spearheaded the development
of numerous international medical organisations and corporations and he is
currently Chairman of the International Medical Commission overseeing sports
medicine committees in over 176 nations. He visits an average of 20 countries
annually to promote brain research and sports medicine programmes.

Dr Ronald Klatz, DO, Executive Director (age 52)

Dr Klatz is the developer or administrator for over 100 scientific patents and
has received a number of awards in recognition. In his capacity as A4M
president, he oversees continuing medical programmes for more than 11,500
physicians, health practitioners and scientists worldwide. He has published a
number of books in the anti-ageing field and numerous articles in related
journals. He is a respected adviser to several members of the US Congress and
devotes much of his time to research.

Neville Buch, BSc, Non Executive Director (age 61)

Neville Buch is chairman of the board of Tarsus. He was previously Executive
Chairman of Blenheim Group PLC, aleading international exhibition, publishing
and conference company which was acquired by United News & Media plc for #593
million in 1996.

At Admission, the Company will have no employees.

8. Details of the Placing

The Company has raised #3,200,500 (before expenses) through the conditional
placing by Blue Oar Securities of 64,010,000 new Ordinary Shares at the Placing
Price. The Placing Shares will represent 71.9 per cent. of the enlarged share
capital of the Company on Admission, and will, following allotment, rank pari
passu with the existing ordinary shares.

Douglas Emslie, Dr Ronald Klatz, Dr Robert Goldman and Neville Buch have agreed
to subscribe for, in aggregate, 7,000,000 Ordinary Shares as part of the
Placing.

9. Lock-in Arrangements

The Directors and Tarsus have agreed not to dispose of any interest in Ordinary
Shares held by them or their associates at the date of Admission for a period of
two years following Admission, save as permitted by the AIM Rules. For a period
of twelve months thereafter they have each undertaken not to sell or otherwise
dispose of any of their Ordinary Shares other than through the Company's broker
from time to time (subject to certain limited exceptions).

10. Details of the Warrants

Owing to the current size and stage of development of the business, the Doctors
will receive limited remuneration and Douglas Emslie and Neville Buch will not
be taking salaries from the CapRegen Group.

The Warrants are exercisable in 5 equal tranches vesting annually commencing on
the first anniversary of Admission as follows:

Anniversary of      Exercise price       Number of Warrants   Number of Warrants   Number of
Admission                                exercisable - Dr     Exercisable - Dr     Warrants Exercisable -
                                         Goldman              Klatz                Tarsus

Year 1              10p                  1,335,150            1,335,150            1,780,200
Year 2              12.5p                1,335,150            1,335,150            1,780,200
Year 3              15.6p                1,335,150            1,335,150            1,780,200
Year 4              19.5p                1,335,150            1,335,150            1,780,200
Year 5              24.4p                1,335,150            1,335,150            1,780,200
Total                                    6,675,750            6,675,750            8,901,000

In addition, Blue Oar Securities has been granted Warrants over 2,670,300
Ordinary Shares exercisable on the same terms as the Doctors and Tarsus.

11. Share ownership

Following Admission and the Placing, Tarsus and the Directors will own or
control in aggregate 35,000,000 Ordinary Shares representing approximately 39.3
per cent. of the issued share capital of the Company. Their individual
shareholdings at Admission are shown below:

Name                 Number of Ordinary Shares at Admission     % of the issued share capital of the
                                                                                Company at Admission

Tarsus                                           15,500,000                                    17.4%
Dr Robert Goldman                                 7,750,000                                     8.7%
Dr Ronald Klatz                                   7,750,000                                     8.7%
Neville Buch                                      2,000,000                                     2.2%
Douglas Emslie                                    2,000,000                                     2.2%
Total                                            35,000,000                                    39.3%


12. Availability of Admission Document

Copies of the Admission Document are available free of charge from the Company's
registered office and at the offices of Blue Oar Securities, 30 Old Broad
Street, London EC2N 1HT, during normal business hours on any weekday (Saturdays
and public holidays excepted) and shall remain available for at least one month
after Admission.


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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