Additional Listing and Directors Dealing

 

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                   [phone] 
Stanley Hirsch                                      [phone] 
 
Evolution Securities (financial adviser and corporate broker to FuturaGene) 
 
Tim Worlledge                                      [phone] 
Neil Elliot 
 
College Hill (PR adviser to FuturaGene) 
 
Adrian Duffield                                    [phone] 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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