Transfer of Shares
November 12 2008 - 11:24AM
UK Regulatory
Medgenics, Inc
("Medgenics" or the "Company")
12 November 2008
* 17% OF MEDGENICS COMMON SHARES NOW UNRESTRICTED USING NEW TICKER MEDU
* DE-RESTRICTION ON TRANSFER OF SHARES MAKES MEDGENICS MORE ACCESSIBLE TO
INVESTORS, AND IS EXPECTED TO EXPEDITE TRADING
* UNRESTRICTED SHARES TO BE TRADED SEPARATELY ON AIM (ticker: MEDU)
* FURTHER TRANCHE OF COMMON SHARES MAY BECOME ELIGIBLE FOR DE-RESTRICTION IN
DECEMBER
Medgenics currently has a total issued share capital of 106,698,076 common
shares of par value of US $0.0001 each ("Common Shares"). All of these Common
Shares were subject to restrictions on transfer under the US Securities Act of
1933 (as amended) (the "US Securities Act"), at the time of admission to AIM in
December 2007 and are currently traded under the ISIN USU582411075 and the TIDM
(ticker) MEDG.
All share certificates for Common Shares originally included a statement or
"legend" referring to these restrictions. Subsequent to admission to AIM, the
holders of a total of 18,271,007 Common Shares have made successful application
for the removal of the restrictive legends from their share certificates under
Rule 144 of the US Securities Act (a "Section 144 Application"), which can be
made by a shareholder who is not an affiliate of the Company and has held
his/her Common Shares for at least one year. These 18,271,007 Common Shares are,
therefore, no longer subject to restrictions on transfer under the US Securities
Act and the Company has applied for these shares to be traded separately under
the ISIN US58436Q1040 and the TIDM (ticker) MEDU. Once the restrictive legend is
removed, unrestricted stock may generally be sold to any purchaser, regardless
of their nationality. Trading of these Common Shares under this new ISIN is
expected from 13 November 2008.
These unrestricted shares under the new ISIN will also be capable of being held
and transferred within CREST. Accordingly, as anticipated in the Admission
Document, the Company is currently seeking to establish depository interest
("DI") arrangements and is applying to Euroclear UK & Ireland Limited (the
operator of CREST) for admission for settlement through CREST of the DI's
representing the unrestricted Common Shares.
The Common Shares will not themselves be admitted to CREST but, instead, a
depository service provider approved by the Company will issue 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.
The Company has commenced the DI facility and CREST enablement process and an
update on the progress with this project, giving firm details of the enablement
date for CREST dealings in the DIs, will be issued by the Company in due course.
The remaining 88,427,069 Common Shares are still subject to restrictions on
transfer under the US Securities Act and will continue to trade under the ISIN
USU582411075 and the TIDM (ticker) MEDG and the relative share certificates will
continue to bear the restrictive legend.
The Company notes that a further significant tranche of Common Shares, may
become eligible to have the restrictive legend removed on 4 December 2008, as a
result of such shares having been held by non-affiliate holders for at least one
year. If a holder of Common Shares whose share certificate bears a restrictive
legend wishes to ascertain if such restrictive legend is eligible for removal,
he/she should contact the Company to clarify the position and (where
appropriate) receive instructions on how to facilitate such removal and the
migration of his/her Common Shares to the newly established ISIN. It is hoped
that these measures will significantly improve transferability of the affected
Common Shares going forward. Further details of these arrangements will also be
available on the Company's website (www.medgenics.com).
Dr Andrew Pearlman, Chief Executive Officer, commented:
"We are pleased that 17% of the current shares are no longer subject to
transfer restrictions and we expect that this will make Medgenics more
accessible to investors and will, we hope, expedite trading and allow investors
to trade more freely trade in Medgenics shares on the open market. Going
forwards we expect an even larger tranche of shares to be eligible to have their
restrictions removed and the Company is also working towards setting up
facilities to ensure all unrestricted shares can be traded electronically and we
will update the market as progress is made towards this.
The Directors and I believe that the increasing accessibility of Medgenics
shares to investors will allow them to invest in, what we believe is, an
exciting opportunity which the Directors believe will be borne out by further
clinical results over the forthcoming months."
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 Phone: +44 207 489 4500
(Nominated Adviser)
James Pinner
Alan MacKenzie
SVS Securities plc (Broker) Phone: +44 207 638 5600
Peter Manfield
Ian Callaway
United States contacts:
Grayling Global, Phone: +1 646 284 8472
(Investor Relations) lwolf-creutzfeldt@hfgcg.com
Leslie Wolf-Creutzfeldt
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 (AIM: MEDG).
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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