Issue of Equity
April 22 2008 - 7:15AM
UK Regulatory
Medgenics, Inc.
('Medgenics' or the 'Company')
Issue of Equity
22 April 2008
The Company announces that on 13 December 2007 a Board resolution was passed to
issue and allot 142,609 common US $0.0001 shares in the Company ("New Common
Shares") conditional upon admission to trading on AIM. The New Common Shares
were issued in lieu of consideration for services in relation to the Company's
previous fund raising endeavours. Application has now been made to the London
Stock Exchange for the New Common Shares to be admitted to trading on AIM.
Dealings are expected to commence at 8.00 a.m. on Friday 25 April 2008.
Following the admission to trading of the New Common Shares, the Company's total
issued share capital will be 104,236,026* common shares of US $0.0001 each, the
percentage of AIM Securities not in public hands will be 32.5%*.
Due to an administration error Lord Leonard Steinberg's shareholding was
previously reported as 4,770,633 (which excluded certain shares related to a
securities purchase agreement dated 25 April 2007) and, due to a transposition
error, Chicago Investments Inc.'s shareholding was previously stated as
3,188,615. The total number of shares on Admission* previously stated was
correct; however, the corrected list of shareholders who hold more than three
per cent of the issued share capital will be as follows:
Name Number of % of Issued
Common Shares Capital*
Lord Leonard Steinberg 14,484,725 13.9%
Joel Kanter ** 8,998,566 8.6%
Alta California Partners III,L.P. 7,412,472 7.1%
Platinum-Montaur Life Sciences 1, LLC 7,190,208 6.9%
Vision Opportunity Master Fund, Ltd. 7,094,851 6.8%
Koor Corporate Venture Capital,L.P. 5,393,821 5.2%
Chicago Investments Inc.*** 4,400,807 4.2%
CIBC Trust Company (Bahamas)Ltd. *** 3,605,985 3.5%
Notes:
* Excluding any shares issued since 4 December 2007 pursuant to the Company's
block admission as announced on 4 December 2007.
** Included in the interests of Joel Kanter are his interests in:
(i) 949,226 Common Shares held by the Kanter Family Foundation, an Illinois not-
for-profit corporation of which Mr. Kanter is the President and is a Director;
(ii) 3,605,985 Common Shares held by CIBC Trust Company (Bahamas) Limited
("CIBC"). CIBC is the trustee of Settlement T-555 (the "CIBC Trust"). The CIBC
Trust was established for the benefit of various descendants of (i) Helen and
Henry Krakow, and (ii) Beatrice and Morris Kanter. Mr. Kanter is a
discretionary beneficiary of the CIBC Trust. Sole voting and investment control
of the Common Shares owned by the CIBC Trust is vested in CIBC as trustee of the
CIBC Trust;
(iii) 4,400,807 Common Shares held by Chicago Investments, Inc. ("CII").
CII is a majority-owned subsidiary of Chicago Holdings, Inc. ("CHI"). CHI is
majority owned by various trusts (together the "Kanter Trusts") established for
the benefit of various descendants of (i) Helen and Henry Krakow, and (ii)
Beatrice and Morris Kanter. Joel Kanter is a discretionary beneficiary of some,
but not all, of the Kanter Trusts. Sole voting and investment control of the
Common Shares owned by CII is vested in Mr. Kanter's brother, Joshua Kanter, as
President of CII; and
(iv) 42,548 Common Shares held by Chicago Private Investments, Inc ("CPI"). CPI
is a wholly owned subsidiary of The Holding Company ("THC"). THC is owned by
Kanter Trusts. Sole voting and investment control of the shares of the Company
owned by CPI is vested in Mr. Kanter's brother, Joshua Kanter, as President of
CPI.
For the purposes of applicable US Securities Laws and regulations, Mr.
Kanter disclaims all beneficial and pecuniary interest to the Common
Shares held by CII and CPI and the CIBC Trust. Such disclaimer does not
affect Mr. Kanter's status as a discretionary beneficiary under the
Kanter Trusts or the CIBC Trust.
*** Included in the interests of Joel Kanter.
For further information, contact:
Medgenics, Inc. +972 4 902 8900
Dr. Andrew L. Pearlman
Citigate Dewe Rogerson +44 207 638 9571
Dr. Mark Swallow
Jonathan Shillington (Global Consulting Group)
Blomfield Corporate Finance Limited +44 207 512 0191
James Pinner
Alan MacKenzie
SVS Securities plc +44 207 638 5600
Peter Manfield or
Ian Callaway
Medgenics(Regs) (LSE:MEDG)
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