Share Name Share Symbol Market Type Share ISIN Share Description
Regenesis LSE:RGN London Ordinary Share GB00B1T8X133 ORD 0.025P
  Price Change % Change Share Price Shares Traded Last Trade
  +0.00p +0.00% 0.15p 0 06:32:19
Bid Price Offer Price High Price Low Price Open Price
0.00p 0.00p - - -
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
- - - - 0.06

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tinker tailor: New management have taken effective control of a cash shell formerly named Poly Information plc, with accumulated losses of £1.75m and net assets (excluding any future value of these losses) of £0.74m. An EGM has approved the proposals that accompanied the announcement of its results for 2006 (showing losses reduced from £2.8m on turnover of £0.12m in 2005 to £0.17m on nil turnover in 2006) to change its name to Regenesis Group, to start up a new business venture, and for a 1 for 10 share consolidation. In March 2006 the company sold its loss-making operating subsidiary and became a shell. Following this the previous executive directors resigned and sold most or all of their personal shareholdings and three new directors joined the board after they and Vincos, a company associated with Mr V Tchenguiz, had bought stakes in the company. The share price more than doubled shortly after a former director jointly responsible for the previous unsuccessful strategy sold most of his holding and a company controlled by the present Chairman purchased a significant stake. The board raised a modest amount (£0.5m) during 2006 to cover running costs of the shell and ensure that they could finance a transaction to utilise the shell. In February 2007 the new board announced that they planned to develop a new business. The old name bore no relation to the new business and would be frankly misleading, suggesting that the group was involved in media or data, so a change seemed very reasonable. Regenesis is a start-up operation, but is managed by a highly experienced team of bankers with over 80 years of successful lending behind them. It is targeted at Short-term Asset Finance (which is commonly referred to as "Bridging Finance" but extends beyond this into complex facilities): this is a specialist niche (£2.5bn of new lending in 2005) which has high net margins because most loans do not fit into the neat categories required for the commodity financiers and because the cost/benefit balance for the borrower means that he/she is prepared to pay a premium rate in order to obtain a loan when it is needed. They give as examples: Bridging a property purchase, property/land purchases for investment or future development, raising capital for business acquisition or other asset backed funding, short-term loans for probate, pension or marital needs, refinancing short-term asset backed funding. Regenesis RGN 1 May 2007 Equity Development contact Andy Edmond 020 7405 7777 Company Description: Regenesis is a start-up venture in "Bridging Finance", run by a team of experts with well over 80 years of experience, with the benefit of an AIM listing and the tax losses of the shell within which it is being launched. Regenesis is quoted on AIM and investors should be aware that share traded on AIM are subject to lighter due diligence than shares quoted on the main market and are therefore more likely to carry a higher degree of risk than main market companies. Regenesis 2 By far the largest share of the business is expected to come from temporary financing of property investments and developments when there is a time lag between expenditure and receipts, but the business model also caters for lending for capital expenditure (e.g. repairing or upgrading production facilities where the return on marginal expenditure is high but there is a cash flow shortfall while the work is being carried out), property refurbishment (similar reasons), probate needs (the executors have to pay IHT before they can get their hands on the estate out of which to pay it), Pension funds and trusts and refinancing "assetbacked finance" (some asset-backed finance is at very high rates of interest). The management team's skills and experience seem to comprehensively cover those needed in this business. Despite a significant fall in interest margins over the past year, the business model implies profits, before staff profit-share, from year 2 of over 25% of its equity base. The team believe that they can achieve substantially higher gross profits by year 3 after ploughing back profits and benefiting from some costs remaining fixed while the capital base and turnover rise. There should be no tax liability for the first couple of years as most of Poly's losses can be utilised. The company is starting with, initially, £0.7m of equity and £2m of senior debt, with provision to raise that facility to £8m on a prudent 4:1 gearing of loans to tangible net assets for a start-up in what is thought to be above-average risk sector (the notoriously prudent HBOS had a ratio of £19 of loans to £1 of shareholders' funds at end-2006 and loan losses of less than 0.5% of advances). By the end of Year 1 the loan book should be £2.5m, rising to £5m or so in Year 2. The company will also act as an agent for syndication of loans that are too large for it to accept on its own. Typically the size of loan in short-term asset finance ranges from £10,000 to £2m. The average loan is likely to be around £0.25m, with an average term of 6 months. The sector is currently unregulated - Regenesis has positioned itself to take advantage of the opportunities that it anticipates will follow the introduction or even announcement of regulation. Its policy is to adopt or invent "Best Practice" including clear contracts and strongly advises (it cannot force) counterparties to take independent legal advice so that they understand what they are committing themselves to. Independent (usually small) specialists have two-thirds of bridge finance business and banks only one-third. In the event of regulation, one must expect consolidation as many small lenders will quit if they have to conform with regulations and employ expensive compliance officers. Regenesis as a quoted company will be a good focus for consolidation. Investors will want to know why the Regenesis team thinks it will succeed: in our view, apart from the high margins achieved by providers of Bridge Finance, they can boast: �� Expertise in risk management �� Understanding of asset finance �� Extensive relationships in the Financial and Business community (see brief note below) Regenesis 3 �� Expertise in operating in a regulated environment �� Expertise in acquisitions/corporate finance As a small stand-alone operation, but with multiple links to other specialists they can offer flexibility, speed, and a range of additional services (such as Insurance, Block Management, freehold reversion disposal, simplified conveyancing). They may also be able to "Warehouse" – taking on loans that third parties are illequipped to handle. We believe that Regenesis will have access to a wide range of contacts, principally through its management team, but also through Braemar and Mr Tchenguiz' network. In particular John Barnacle has what may be an unmatched network through his years as a divisional director of HSBC and his public service work as Chief Executive of pro.manchester after his retirement from the bank. The operational management team have all held senior positions and share over 80 man-years of experience in the sector. It should be noted that Braemar was set up to provide an end-to-end property solution to investors but it also includes a Corporate Finance division that is authorised by the FSA to act as a Nominated Adviser The opportunity for one Tchenguiz-related company to match the price and performance of a third party bidder for a contract with another Tcheguiz-related company will boost the volume throughput and bottom line if the Tchenguiz satellite is competitive. Provided that network bidder has costs below the price (costs plus profit margin) bid by third party then, if it has capacity available, it can win the contract to the mutual benefit of both companies. This is how the Korean chaebol and Japanese zaibatsu operate. When these groups cannot match third party quality and price they will buy in from the third party In the case of Regenesis, referrals by other Tchenguiz-related companies will cost the referrer a matter of pence and provide Regenesis with a useful flow of potential clients; they also believe that this will benefit the clients as they aim to provide a better service to clients with non-standard needs. Pro-Manchester is an organisation set up to support the financial and professional service community in and around Greater Manchester and to promote opportunities for local firms. It appears to be a publicly-spirited body which aims to benefit the city and the local economy. Its membership of over 250 local firms includes a wide range of professionals such as accountants, bankers, lawyers, architects, property developers, construction consultants, surveyors, insurance companies and brokers, independent financial advisers, and consultants of every description The small team means fast responses – they expect to be able to give conditional decisions on loans within 48 hours in many instances - but also low fixed cost, profitability-related bonuses which could amount to 1% of good loans The team shares in the profits through bonuses and share options that align their interests with the capital providers. Relatively modest basic salaries (and the MD's personal shareholding) put them in a comparable position to other shareholders. I shall quote HBOS figures again because I think they are an example of a good quality bank for comparison purposes. In 2006 HBOS had 74,252 staff at a cost of £2,674m, more than one-third of net interest income, or just over one-quarter of Regenesis 4 gross profit including insurance and investment business. In year 2 Regenesis expects staff costs excluding bonuses to be just under one-sixth of net interest income and by year 3 that ratio will drop to one-eighth A second advantage of having an extensive network of contacts in the financeand property-related professions is that if a loan does go sour, there is a significant chance of working it out rather than having a complete washout. This leads to lower losses and occasionally even a profit on defaulted loans. The share consolidation During the year prior to the EGM the share price ranged between 0.1p and 0.75p and the bid-offer spread had, on occasions, been as much as half the mid-market price. The 1 for 10 consolidation moved the price from 0.45p to 4.5p and the bidoffer spread is now a more tolerable (albeit still high) 20% of the offer price. Fractional entitlements were ignored as the most anyone could have lost was less than one-quarter of the price of a stamp. The group has a board comprising a Non-executive chairman, John Barnacle as MD and two other non-executives. The non-executives comprise a former managing partner of Binder Hamlyn's Manchester office, a former chief executive of Henry Cooke, a leading Manchester stockbroker, and the chief executive of Braemar Group, the company's financial advisor.
davep4: RGN was PLY and nothing to do with voice recognition software: Poly Information plc ("Poly" or "the Company") Reverse takeover and capital reorganisation Following the recent placing of shares at 1p, the appointment of new directors and the announcement of the intended new strategy, the Company will post an AIM Admission Document to Shareholders today convening an extraordinary general meeting of the Company to be held on 2 April 2007 to approve, amongst other things: * Commencement of trading as a Bridging Finance Business * Change of name to Regenesis Group plc * 1 for 10 ordinary share consolidation Following shareholder approval, John Barnacle, former Divisional Director of HSBC, who will become the Group's Managing Director, will oversee the implementation of the Group's new strategy including the implementation of a senior debt facility of an initial £2 million, with the ability to increase the facility to £8 million. Marc Duschenes, CEO of Braemar Group plc, also becomes the Company's Chairman. Introduction In May 2006, the Company disposed of Poly Information Limited, which was the Company's trading subsidiary. Since the disposal, the board of directors (the "Board") has been reviewing potential opportunities for another trading business to reverse into the Company. In the disposal document, the Poly directors ("Directors") set out an investment strategy which specified that the Directors intended to acquire another company or business in exchange for the issue of ordinary shares in the Company in a single transaction (a "reverse takeover"). The Directors' main investment criteria were: * the travel and leisure sector in the UK, Europe or North America; * businesses which require little or no funding in excess of the cash resources available to the Company following the disposal; and * businesses whose growth prospects, if achieved, will be earnings enhancing for Shareholders. In an endeavour to make the Company more attractive to suitable targets, the Company underwent a capital reorganisation and raised £135,000 (gross) from the placing of 135,000,000 existing ordinary shares of 0.0025p each in the capital of the Company ("Existing Ordinary Shares") in November 2006 and an additional £410,000 (gross) from the placing of 41,000,000 Existing Ordinary Shares later in the same month, increasing the cash element of the balance sheet to £740,000 at 31 December 2006. The Directors have not identified any suitable targets and, for the reasons set out below, announced on 8 February 2007 that the Company intended to use the strong cash position of the Company to change the Company's investment strategy to become a specialist provider of short term asset finance. To recognise this change in investment strategy, the Board proposes that the name of the Company be changed to "Regenesis Group plc". The Company's current cash balance will be used to provide working capital to the Company and to finance the costs of the proposals. AIM has confirmed that the change in investment strategy constitutes a reverse takeover under the AIM Rules and, as such, Poly is obliged to apply for admission of the new ordinary share capital to trading on AIM. However, shareholders of the Company ("Shareholders") should note that if the Directors cannot satisfy AIM that the Company has substantially implemented its new investment strategy by 2 October 2007, trading in the new ordinary shares of 0.025p each ("New Ordinary Shares") on AIM will be suspended. In that event, the Directors would have a further period of six months to satisfy AIM that the new investment strategy had been substantially implemented, pending which trading in the New Ordinary Shares on AIM would be cancelled. The Capital Reorganisation, change of the articles of association, change of investment strategy, adoption of the share option scheme and change of name, (together "the Proposals") are conditional upon the approval of Shareholders. If the proposed resolutions are passed by Shareholders it is expected that admission of the issued New Ordinary Shares to trading on AIM will commence on 3 April 2007. If the resolution to change the investment strategy of the Company is not passed at the EGM, it is most likely that the Company's shares will be suspended from trading on AIM on 10 April 2007. Application will be made for 59,764,613 New Ordinary Shares to be admitted to trading on the AIM. It is expected that Admission will become effective and that dealings in such New Ordinary Shares will commence on AIM on 3 April 2007. History and business Following the sale of Poly Information Limited on 29 May 2006, the Company became a non-trading company, with a small amount of cash assets. The directors at that time stated that the Company intended to find a suitable target to acquire in the leisure sector and intended to do so before trading in the Existing Ordinary Shares on AIM was suspended on 10 April 2007. The Company engaged Braemar Securities Limited, a wholly-owned subsidiary of Braemar Group plc, which is authorised and regulated by the FSA, in October 2006 to assist in identifying potential acquisition targets and to raise further funds to make the Company's shares attractive to potential targets. Martin Robinson and Marc Duschenes (both directors of Braemar Group plc and Braemar Securities Limited) were appointed to the Board in November 2006. At the same time, the Company raised £410,000 (before expenses) by way of placing at 1p per share from new shareholders, including commitments from Vincent Tchenguiz's investment company, Vincos Limited. The Company has continued to search for suitable acquisitions. However, a lack of suitable targets has led the Directors to believe that the strong cash position of the Company would be better utilised by creating a new trading business within the investment vehicle. The Company intends to provide secured short-term asset finance, including secured short-term real estate finance, to the development and investment community and to provide short term funds to refinance other loans pending their replacement with other specialist lenders. This will include the sub-prime lending market. The Company has obtained a senior debt facility to an initial gearing of 4 times tangible net worth, which is more substantial than conventional senior debt:equity ratios in the marketplace. Typical transactions to be financed may include: * Bridging a property purchase * Property/land purchase for investment or future development * Raising capital for business acquisition or other asset backed funding * Short-term probate, pension or marital needs * Refinancing short term, asset backed funding It is anticipated that the Company will be able to give a conditional decision on loans often within 48 hours. Typically interest will be charged at between one and two per cent. per month plus a gross arrangement fee of circa one per cent. The Company's lending book will be partly funded by shareholder funds and partly financed by senior debt at an interest rate of 1.75 per cent. over base per annum, in the ratio of 1:4. Borrowers will be required to provide a certain amount of security for the loan. The Directors also intend to act as agent in arranging short-term asset finance when suitable opportunities arise, including the syndication of loans which are too large for the Company and its subsidiary undertakings (the "Group") to finance in full or where the Group's facilities are fully utilised. The Directors believe that there is an opportunity, as a result of, inter alia, cyclical economies favouring short-term asset finance, consolidation, the provision of additional services and the inclusion of the senior debt facility, to expand the business of the Company and to deliver shareholder value. The short-term asset finance marketplace Typically, the marketplace for short-term asset finance sees maximum loans of £ 2 million and minimum loans of £10,000, which could be a simple closed bridge or a complex speculative property development facility. The Board believes that such lending tends to be outside normal banking parameters, presenting an opportunity as the market is served by process-led underwriting, which is often slow and algorithm driven, with lenders seldom seeing the property being mortgaged and being reliant on conservative valuations. Strategy Although presently not a regulated activity, it is possible that short-term lending will soon become regulated by the FSA. The Directors believe that regulation may lead to consolidation opportunities within the sector. The Board will seek authorisation from the FSA to conduct regulated activities within a trading subsidiary and the Board believes that this, and pursuing suitable acquisition opportunities, will allow the Directors to capitalise on the Board's experience of operating in a regulated environment. Furthermore, the strategy will include the potential acquisition of complimentary businesses, such as bank consultancy, legal services and mortgage broking. It is the intention of the Directors that the consideration for any acquisitions will be, predominantly, satisfied by the issue of New Ordinary Shares. The proposed routes to market include further development of the Directors' existing corporate banking relationships, becoming an agent to lending syndications, creating channels of referrals from major lenders, the enhancement of relationships with key solicitors, accountants and property professionals and the promotion to numerous financial, mortgage advisors and contacts of key investors in the Company. The Board believes that, in the creation of a sustainable network of potential introducers, the Group will begin to see a regular flow of lending activity. Directors Anthony Leon (Non-Executive Chairman and proposed Non-Executive Director) aged 68, is a chartered accountant and was managing partner of Binder Hamlyn's Manchester office for 15 years. He is currently a non-executive director of four other AIM companies. He is also a non-executive director of Central Manchester and Manchester Children's University Hospitals NHS Trust, having been chairman of another NHS Trust from 1995-2001. He is Deputy Lieutenant in the County of Greater Manchester. John Barnacle (Executive Director and Proposed Managing Director) aged 63, had a long career in corporate banking with HSBC Bank plc, culminating in his becoming a divisional director. John retired from banking to become Chief Executive of pro-manchester, a position which he held for 8 years. He was the non-executive Chairman of City Invoice Finance Limited ("CIF") from when it started to trade until its sale in August 2006, at which time the outstanding advances exceeded £50 million and the company employed 40 people. Marc Duschenes (Non-Executive Director and proposed Non-Executive Chairman) aged 31, is chief executive and founder of Braemar Group plc and holds a number of directorships within the Braemar group. He was formerly a director of sales/ trading at Kleinwort Benson and helped to develop the bank's proprietary trading and hedge fund business. He previously worked as an analyst at Dresdner Kleinwort Wasserstein. Martin Robinson (Non-Executive Director) aged 48, is chairman of Braemar Group plc and Plant Impact plc, both AIM quoted companies and a non-executive director of a number of private companies. He was formerly chief executive of stockbrokers Henry Cooke Group plc and a director of Brown, Shipley & Co Ltd, a private and merchant bank. Upon completion of the Proposals, Anthony Leon will step down as Chairman but remain as a Non-Executive Director of the Company. Marc Duschenes will be appointed Chairman of the Board and John Barnacle will be appointed Managing Director. Share Option Scheme Subject to Shareholder approval, it is intended that the Company will adopt an employee share incentive scheme pursuant to which options to acquire New Ordinary Shares may be granted to directors and employees of the Group. It is expected that the total number of New Ordinary Shares that may be committed under the scheme, if implemented, will represent a maximum of 10 per cent. of the Group's issued ordinary share capital from time to time. It is proposed that, if the proposed share option scheme is approved at the EGM, the Board will grant options to the following people in the following monetary amounts: Anthony Leon £12,000 John Barnacle £50,000 Marc Duschenes £25,000 Martin Robinson £15,000 The price at which the options will be granted will be the average closing middle market price for an Existing Ordinary Share for the three days prior to Admission multiplied by a factor of 10 (to adjust for the proposed capital reorganisation). Capital reorganisation The proposed capital reorganisation (the "Capital Reorganisation") is being proposed because, at the present share price, the bid-offer spread for the Company's shares has recently been as high as 50 per cent. of the mid-market price. The Directors believe that the proposed consolidation will help to reduce the spread and increase liquidity. Accordingly, the Directors have decided that a share reorganisation will be effected on the basis of one New Ordinary Share for every 10 issued and unissued Ordinary Shares. Holders of fewer than 10 Existing Ordinary Shares will not be entitled to receive a New Ordinary Share following the Capital Reorganisation. Shareholders with a holding in excess of 10 Existing Ordinary Shares, but which is not exactly divisible by 10, will have their holding of New Ordinary Shares rounded down to the nearest whole number of New Ordinary Shares following the Capital Reorganisation. Fractional entitlements, whether arising from holdings of fewer or more than 10 Existing Ordinary Shares, will be sold in the market and the proceeds will either be retained for the benefit of the Company or donated to charity at the Directors' discretion. The Existing Ordinary Shares have been admitted to CREST. Application will be made for 59,764,613 New Ordinary Shares, including those arising from the Capital Reorganisation, to be admitted to CREST, all of which may then be held and transferred by means of CREST. It is expected that the New Ordinary Shares arising as a result of the Capital Reorganisation in respect of Existing Ordinary Shares held in uncertificated form, i.e. in CREST, will be credited to the relevant CREST accounts on 3 April 2007 and that definitive share certificates in respect of the New Ordinary Shares arising as a result of the consolidation from Existing Ordinary Shares held in certificated form will be dispatched to relevant Shareholders by 12 April 2007. No temporary documents of title will be issued. Share certificates in respect of Existing Ordinary Shares will cease to be valid on 3 April 2007 and, pending delivery of share certificates in respect of New Ordinary Shares will be certified against the register. Issue of shares Following publication of the AIM Admission Document, the Company will apply for the admission to trading on AIM of 24,409,091 Ordinary Shares, which will be issued to Braemar Securities Limited (pursuant to an agreement dated 19 October 2006) and another adviser to the Company in connection with services rendered to the Company. It is expected that dealings in these shares will commence on 14 March 2007. Following admission of the above shares, Braemar Securities Limited, of which Marc Duschenes and Martin Robinson are directors, will hold 23,500,000 Ordinary Shares, representing 3.93 per cent. of the enlarged issued share capital. Expected timetable of principal events Publication date of AIM Admission Document 8 March 2007 AGM 10.00 a.m. on 2 April 2007 EGM 10.05 a.m. on 2 April 2007 Record Date for the Capital Reorganisation 2 April 2007 Admission and commencement of dealings in the New 3 April 2007 Ordinary Share Capital on AIM CREST accounts credited 3 April 2007 Share certificates in respect of the New Ordinary 12 April 2007 Shares expected to be despatched by no later than The ISIN number for the New Ordinary Shares will be GB00B1T8X133
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