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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Futuragene | LSE:FGN | London | Ordinary Share | GB0031791782 | ORD 0.5P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 89.00 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
TIDMFGN RNS Number : 1886M Futuragene PLC 19 May 2010 FuturaGene Plc 19 May 2010 FOR IMMEDIATE RELEASE 19 May 2010 FuturaGene Plc (the "Company" or "FuturaGene") announces the issue of further consideration shares pursuant to the acquisition of CBD Technologies Inc. ("CBD") and Directors' Shareholdings The board of directors of FuturaGene announces the allotment and issue of 2,750,000 ordinary shares of GBP0.005 each ("FuturaGene Shares") on 18 May 2010 in connection with the acquisition of CBD by the Company ("CBD Merger") which was completed in December 2006. The agreement for the acquisition of CBD ("CBD Agreement") required the Company to issue further FuturaGene Shares ("Future Consideration Shares") to the former stockholders of CBD and others including Dr. Stanley Hirsch and Dr. Ziv Shani (together the "Recipients") following the occurrence of certain trigger events. One of the triggers has now been met in accordance with the terms of the CBD Agreement, following CBD Technologies Inc. (a subsidiary of the Company) confirming that a joint venture arrangement between Suzano Papel e Celulose S.A. is sufficiently attractive to justify payment of such Future Consideration Shares. The Future Consideration Shares will be Scheme Shares for the purposes of the scheme of arrangement announced by the Company on 13 May 2010 ("Scheme"). A circular in respect of the Scheme is expected to be posted to FuturaGene shareholders as soon as reasonably practicable and, if it is so posted, the registered holders of the Future Consideration Shares will be able to exercise votes in respect of those shares at the court and general meetings which will be held as part of the Scheme. The CBD Agreement envisaged that the Future Consideration Shares would be issued to an agent who would, in accordance with the CBD Agreement, deliver them to the Recipients entitled to them. The CBD Agreement has been amended to provide that the Future Consideration Shares will instead be issued (a) to the agent in respect of Recipients who have not, since the CBD Merger, surrendered their CBD stock certificates ("CBD Certificates") to the agent in return for FuturaGene Shares issued to the agent on their behalf at the time of the CBD Merger (on the terms of the CBD Agreement); or otherwise (b) directly to the Recipients of the Future Consideration Shares. Application has been made for the Future Consideration Shares to be admitted to trading on the AIM market of the London Stock Exchange ("AIM") ("Admission"). It is expected that Admission will become effective and dealings in the Future Consideration Shares will commence at 8.00am on 24 May 2010. The Future Consideration Shares will, on Admission, rank pari passu in all respects with the existing issued FuturaGene Shares. The Future Consideration Shares will be in registered form and capable of being held in certificated form or uncertificated form in CREST. Loans Dr. Stanley Hirsch and Dr. Ziv Shani (directors of the Company) and certain other employees ("Borrowers") are required to meet certain tax liabilities in connection with the issue to them of Future Consideration Shares. FuturaGene's indirect wholly-owned Israeli subsidiary, CBD Technologies Ltd. has agreed to make available a loan to each Borrower with respect to such tax liabilities (the "Loans"). The aggregate value of the Loans is approximately GBP104,000. Directors' Shareholdings The interests of the directors of the Company entitled to Future Consideration Shares, immediately prior to, and following issue of such Future Consideration Shares, in FuturaGene Shares is as follows: +----------------+---------------+---------------+-------------------+ | Director | Number of | Number of | Percentage of | | | FuturaGene | Future | enlarged share | | | Shares prior | Consideration | capital following | | | to issue of | Shares | issue of Future | | | Future | | Consideration | | | Consideration | | Shares | | | Shares | | | +----------------+---------------+---------------+-------------------+ | Dr. Stanley | 957,706* | 112,328 | 1.81% | | Hirsch | | | | +----------------+---------------+---------------+-------------------+ | Dr. Ziv Shani | 29,694** | 33,000 | 0.1% | +----------------+---------------+---------------+-------------------+ * Includes 953,423 FuturaGene Shares registered in the name of Ya'acov Messing in trust for Dr. Hirsch. ** Registered in the name of Ya'acov Messing in trust for Dr. Shani. The Future Consideration Shares will represent approximately 4.6 per cent of the enlarged issued share capital of the Company. Following the issue of the Future Consideration Shares, the Company's issued share capital will consist of 58,972,239 FuturaGene Shares. This figure of 58,972,239 FuturaGene Shares may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company Enquiries: FuturaGene Mark Pritchard, Chairman +44 (0) 20 7802 827 846 Stanley Hirsch +972 54 456 2724 Evolution Securities (financial adviser and corporate broker to FuturaGene) Tim Worlledge +44 (0) 20 7071 4300 Neil Elliot College Hill (PR adviser to FuturaGene) Adrian Duffield +44 (0) 20 7457 2020 This information is provided by RNS The company news service from the London Stock Exchange END MSCLIFEAERIALII
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