Director/PDMR Shareholding
February 16 2009 - 7:00AM
UK Regulatory
TIDMMEDG
Medgenics, Inc.
('Medgenics' or the 'Company')
16 February 2009
The Board of Medgenics announces that it was informed by Joel Kanter (a director
of the Company) on 13 February 2009 that, on that same day, warrants held by
certain affiliates in which he is interested had been exercised pursuant to the
extension of the warrant repricing programme announced on 5 February 2009. Mr.
Kanter's relevant affiliates are:
1. the Kanter Family Foundation, a not-for-profit corporation of which Mr.
Kanter is the President and a Director. This affiliate has exercised
warrants at the reduced exercise price of US $0.0375 each entitling it to
857,007 common shares of par value of US $0.0001 each ("Common Shares") and
96,413 warrants to subscribe for and purchase further Common Shares. The
warrants ("Bonus Warrants") are exercisable at a price of US $0.25 per
Common Share from 13 February 2009 and expire on 13 February 2012.
2. Chicago Private Investments, Inc, a corporation indirectly owned by the
Kanter Trusts (see note (iii) below). This affiliate has exercised warrants
at their original exercise price of US $0.000005 entitling it to 197,914
Common Shares and 3 Bonus Warrants.
The aggregate cash amount received by the Company in respect of these warrant
exercises was US $32,139.
These new Common Shares are deemed to be restricted shares under the US
securities laws and will be admitted to AIM pursuant to the block listing which
was applied for on 4 December 2007 and will trade under the TIDM (ticker) MEDG.
The Company announces that, as at the date of this announcement, it has
118,420,694 Common Shares in issue. The percentage of Common Shares in issue
that are not in public hands is 30.0%.
Following the above warrant exercises, Joel Kanter is interested in 14,053,487*
Common Shares representing approximately 11.9% of the Company's issued share
capital.
Notes:
* Included in the interests of Joel Kanter are his interests in:
(i) 1,806,233 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) 7,605,985 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) 240,462 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.
Following the exercise of these warrants, Joel Kanter is interested in the
following number of warrants:
Warrant Number Issue Expiry Exercise
Name date date price
US $
W 3,059,192 31/03/06 31/03/11 0.071
W 1,069,575 23/10/06 23/10/11 0.117
RS 14,080,734 31/03/06 31/03/11 0.023634
Bonus 450,000 30/01/09 30/01/12 0.25
Bonus 96,416 13/02/09 13/02/12 0.25
=----------------------------------------------------------------------
Total 18,755,917
The total warrants outstanding in the Company as of the date of this
announcement 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 1,388,821 US $0.000005 31.03.11
RW 22.10.08 22,588 US $0.000005 31.03.11
X 31.03.06 4,278,298 US $0.071 24.03.10
X 31.03.06 533,183 US $0.071 31.03.11
W 31.03.06 21,397,303 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 19,036,479 US $0.117 23.10.11
W 9.02.07 705,919 US $0.071 31.03.11
W 13.03.07 705,919 US $0.071 31.03.11
W 13.03.06 2,117,758 US $0.071 21.06.11
W 13.03.07 1,336,968 US $0.117 23.10.11
W 31.05.07 1,329,310 US $0.164 31.05.12
W 13.08.07 402,246 US $0.164 13.08.12
W 17.08.07 64,174 US $0.164 17.08.12
W 4.12.07 252,334 US $0.164 13.08.12
W 4.12.07 1,259,810 US $0.164 4.12.12
W 4.12.07 2,997,420 US $0.194 4.12.12
W 4.12.07 570,992 10p 4.12.12
W 19.10.08 305,598 US $0.164 17.08.12
Platinum 13.08.07 1,909,618 US $0.164 31.08.12
Platinum 4.12.07 1,604,362 US $0.164 4.12.12
Platinum 4.12.07 23,183 10p 4.12.12
Platinum 1.12.08 2,353,064 US $0.194 4.12.13
Bonus 30.1.09 1,196,728 US $0.25 30.1.12
Bonus 13.2.09 96,416 US $0.25 13.2.12
=----------------------------------------------------------------------
Total 120,147,578
The Company also confirms that the warrant repricing programme as announced on
17 December 2008 and as extended to 13 February 2009 (as announced on 5 February
2009) is now complete and no further extensions to the warrant repricing
programme will be granted. The exercise price of any warrants that were not
exercised prior to 13 February 2009 have all reverted to their original price as
stated in this announcement.
For further information, contact:
Medgenics, Inc. +972 4 902 8900
Dr. Andrew L. Pearlman
Blomfield Corporate Finance (Nominated adviser) +44 207 489 4500
James Pinner or
Alan MacKenzie
SVS Securities plc (Broker) +44 207 638 5600
Ian Callaway
Grayling Global +44 207 255 5406
Jonathan Shillington or
Alistair Scott
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 anaemia
� INFRADURE - producing interferon-alpha (IFN-a) to treat hepatitis C
The Company has demonstrated proof of concept of the Biopump treatment procedure
in a clinical trial of EPODURE in anaemic subjects. The Company's Phase I/II
clinical trial for its long-acting version of EPODURE, designed to produce and
deliver a therapeutic dose of EPO steadily for six months or more commenced in
August 2008. Medgenics 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-B), haemophilia (Factor VIII), 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 the London AIM in December 2007
(AIM:MEDG and 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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