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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Medgenics(Regs) | LSE:MEDG | London | Ordinary Share | COM SHS USD0.0001 (REGS) |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 302.50 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
Medgenics, Inc. ('Medgenics' or the 'Company') 17 December 2008 Medgenics is pleased to announce that it is implementing a warrant repricing programme (the "Programme" or "Transaction") to encourage the exercise of existing warrants provided that such exercise is completed by 30 January 2009. The Programme, which allows existing warrant holders to exercise warrants on advantageous terms, follows on from the Company's announcement of positive key early results from its Phase I/II Clinical Trial of EPODURE as presented at a major medical congress in November 2008. This Programme aims to strengthen the Company's cash position to support its operations and its business development activities while increasing the share base and reducing the number of outstanding warrants. To encourage existing warrant holders to exercise their warrants for cash before 30 January 2009, the following terms will be offered: 1. Reduced Exercise Price : $0.0375/share (2.5 pence/share) or the current exercise price, whichever is lower; and 2. Bonus Warrants: for every one dollar ($1.00) or 0.667 GBP paid for exercise of warrants during this program, a new bonus warrant to purchase three (3) shares of common stock in the Company of $0.0001 par value per share ("Common Shares"), which will be immediately exercisable for three (3) years at an exercise price $0.25 per share, will be issued. For example, a total exercise price of $10,000 will result in a bonus warrant for 30,000 Common Shares at an exercise price of $0.25 per share. The exercise price of any warrants that are not exercised before 30 January 2009 will revert to the original price as stated in the warrant prior to this incentive programme. The current warrants outstanding in the Company are as follows: Warrant Date of No. of Exercise Expiry Date Type Issue Common Price per Shares Common Share RS 31.03.06 15,680,818 US $0.0005 31.03.11 RS 31.03.06 36,481,902 US $0.071 31.03.11 RW 31.03.06 1,609,325 US $0.000005 31.03.11 X 31.03.06 4,278,298 US $0.071 24.03.10 X 2.01.06 533,183 US $0.071 2.01.11 W 31.03.06 26,809,141 US $0.071 31.03.11 W 10.04.06 1,026,792 US $0.071 10.04.11 W 14.06.06 1,069,575 US $0.071 14.06.11 W 23.10.06 21,094,940 US $0.117 23.10.11 W 9.02.07 705,919 US $0.071 31.03.11 W 13.03.07 2,042,887 US $0.071 31.03.11 W 13.03.06 2,117,758 US $0.071 21.06.11 W 31.05.07 1,329,310 US $0.071 31.05.12 W 13.08.07 654,580 US $0.164 13.08.12 W 17.08.07 369,773 US $0.164 17.08.12 W 4.12.08 1,067,287 US $0.164 4.12.12 W 4.12.08 192,523 7.8p 4.12.12 W 4.12.08 6,563,398 US $0.194 4.12.12 W 4.12.08 458,308 9.22p 4.12.12 W 4.12.08 570,992 10p 4.12.12 Platinum 13.03.07 1,909,619 US $0.164 31.03.11 Platinum 4.12.08 1,604,362 US $0.164 4.12.12 Platinum 4.12.08 23,183 10p 4.12.12 Total 128,193,873 The current number and details of warrants held (both directly and indirectly) by the Directors are as follows: Name Warrant Number Issue Expiry Exercise Discount Discount Discount name date date price price per US$ US$ US$ warrant US$ Lord Leonard W 4,832,423 4/12/07 4/12/12 0.194 0.0375 0.1565 756,274 Steinberg W 1,145,964 31/5/12 31/5/07 0.164 0.0375 0.1265 144,525 W 763,997 4/12/07 4/12/12 0.164 0.0375 0.1265 96,646 ------------------------------------------------------------------------ 6,742,384 997,445 Andrew RS 31,681,652 31/3/06 31/3/11 0.071 0.0375 0.0335 1,057,195 Pearlman RW 1,260,451 31/3/06 31/3/11 0.000005 0.0375 0.00 - ------------------------------------------------------------------------ 32,942,103 1,057,195 Joel W 7,059,192 31/3/06 31/3/11 0.071 0.0375 0.0335 235,560 Kanter W 1,069,575 23/10/06 23/10/11 0.117 0.0375 0.0795 84,891 W 857,007 23/10/06 23/10/11 0.117 0.0375 0.0795 68,020 RW 197,914 31/3/06 31/3/11 0.000005 0.0375 0.00 - RS 14,080,734 31/3/06 31/3/11 0.023634 0.0375 0.00 - ------------------------------------------------------------------------ 23,264,422 388,471 Gary Brukardt W 2,117,758 13/3/06 13/3/11 0.071 0.0375 0.0335 70,668 Stephen W 1,069,575 14/6/06 14/6/11 0.071 0.0375 0.0335 35,691 McMurray Eugene RS 3,000,156 31/3/06 31/3/11 0.071 0.0375 0.0335 100,505 Bauer ------------------------------------------------------------------------ Total 66,136,241 2,549,469 ======================================================================== Joel Kanter and Lord Leonard Steinberg have stated that, as a result of this incentive programme, they will exercise warrants at the reduced exercise price of $0.0375 to an aggregate value of US$150,000 each. The remaining directors (the "Independent Directors") have decided not to exercise their warrants as a result of the Programme so that they are able to remain independent in their assessment of whether the Transaction is in the interest of all shareholders of the Company. In view of the interests and intended exercise of warrants at the reduced price by Joel Kanter and Lord Leonard Steinberg, this Transaction is deemed to be a related party transaction under the AIM rules and therefore Joel Kanter and Lord Leonard Steinberg are precluded, in accordance with the AIM rules, from expressing an opinion that the Transaction is fair and reasonable insofar as the shareholders are concerned. The Independent Directors consider, having consulted with Blomfield Corporate Finance Limited, the Company's nominated adviser, that the terms of the Transaction are fair and reasonable insofar as the Company's shareholders are concerned. The Independent Directors make this assessment based on the rationale for the Programme and in particular the Company's cash flow requirements, the current share price and lack of availability at this time of alternative viable short-term fund-raising methods especially given the current economic climate. The Company anticipates that the exercise of warrants between this announcement and 30 January 2009 will have a positive impact on the Company, both in terms of cash flow and in reducing the total number of outstanding warrants. Warrant holders will be required to execute certain documents and make certain representations in order to participate in the warrant repricing program. Further details regarding the program and the procedures to exercise the warrants have been posted to Warrant Holders and are also available on the Company's website (www.medgenics.com). On 13 November 2008, 18,271,007 Common Shares which are no longer subject to restrictions on transfer under the US Securities Act began trading under the ISIN US58436Q1040 and the TIDM (ticker) MEDU. These unrestricted securities may generally be sold to any purchaser, regardless of their nationality and is capable of being held and transferred within CREST. The Company is pleased to announce that, further to the announcement on 12 November 2008, the application for these shares Common Shares to be settled within CREST was formally submitted to Euroclear on 9 December 2008 and CREST settlement is expected to be enabled on Thursday 18 December 2008. The Common Shares will not themselves be admitted to CREST but, instead, a depository service provider approved by the Company will issue depository interests ("DIs") representing the underlying unrestricted Common Shares, which will be transferred to the DI provider and held on trust for the holders of the DIs. The DIs themselves are independent securities constituted under English law, which may be held and transferred within the CREST system. CREST is a voluntary system and holders of unrestricted Common Shares who wish to retain share certificates shall be able to do so. For further information, contact: Medgenics, Inc. Phone: +972 4 902 8900 Dr. Andrew L. Pearlman Grayling Global (Financial PR, UK) Phone: +44 207 255 5406 Jonathan Shillington jonathan.shillington@uk.grayling.com Alistair Scott Blomfield Corporate Finance Limited (Nominated Adviser) Phone: +44 207 489 4500 James Pinner Alan MacKenzie SVS Securities plc (Broker) Phone: +44 207 638 5600 Peter Manfield Ian Callaway United States contacts: Grayling Global (Investor Relations) Phone: +1 646 284 8472 Leslie Wolf-Creutzfeldt lwolf-creutzfeldt@hfgcg.com Grayling Global (Media Relations) Phone: +1 646 284 9455 Ivette Almeida ialmeida@hfgcg.com NOTES TO EDITORS: Medgenics, Inc. is a clinical-stage biopharmaceutical company developing its unique tissue-based Biopump platform technology to provide sustained-action protein therapy for the treatment of a range of chronic diseases. Medgenics currently has two products in development based on this technology: * EPODURE - producing erythropoietin (EPO) to treat anemia * INFRADURE - producing interferon-alpha (IFN-a) to treat hepatitis C The Company has demonstrated proof of principle of the Biopump treatment procedure in a clinical trial using a short-acting version of EPODURE in anemic subjects. The Company announced positive initial results in its Phase I/II clinical trial for its long-acting version of EPODURE, designed to produce and deliver a therapeutic dose of EPO steadily for three to six months or more, which commenced in August 2008. The Company plans to follow with a clinical trial of INFRADURE in 2009. Medgenics intends to develop its innovative products and bring them to market via multiple strategic partnerships with major pharmaceutical and/or medical device companies, starting with EPODURE and INFRADURE. Beyond these, Medgenics plans to develop and/or out-license a pipeline of future Biopump products targeting the large and rapidly growing global protein therapy market, which is forecast to reach US $87 billion by 2010. Other potential areas include multiple sclerosis (interferon-a), haemophilia (Factor XIII), paediatric growth hormone deficiency (human growth hormone) and diabetes (insulin). Founded in 2000, Medgenics is a US-incorporated company with major operations in Misgav, Israel. Medgenics was admitted to AIM in December 2007 and currently trades under two separate lines on the AIM market; the Reg.S restricted securities trade under the TIDM (AIM: MEDG) and the unrestricted securities trade under the TIDM (AIM:MEDU). www.medgenics.com CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS This release contains forward-looking statements, which include all statements other than statements of historical fact, including (without limitation) those regarding the Company's financial position, business strategy, plans and objectives of management for future operations. These statements relate to future events, prospects, developments and strategies. Forward-looking statements are sometimes identified by their use of the terms and phrases such as "estimate," "project," "intend," "forecast," "anticipate," "plan," "planning, "expect," "believe," "will," "will likely," "should," "could," "would," "may" or the negative of such terms and other comparable terminology. All such forward- looking statements are based on current expectations and are subject to risks and uncertainties. Should any of these risks or uncertainties materialize, or should any of the Company's assumptions prove incorrect, actual results may differ materially from those included within these forward-looking statements. Accordingly, no undue reliance should be placed on these forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, the events described in the forward-looking statements contained in this release may not occur. -END-
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