TIDMMEDG TIDMMEDU
RNS Number : 9490F
Medgenics Inc
04 May 2011
Medgenics, Inc.
(the "Company")
Significant Shareholders Update
4 May 2011
Medgenics, Inc. (NYSE Amex: MDGN and MDGN.W and London Stock
Exchange - AIM: MEDG and MEDU), the company that has developed a
novel technology for the manufacture and delivery of therapeutic
proteins continuously in patients using their own tissue, reports
an update to the interests of the significant shareholders and the
directors of the Company and their related parties in the common
shares of par value U.S. $0.0001 each in the Company ("Common
Shares"), calculated with reference to the AIM Rules for Companies.
This update follows the following previously announced events: (i)
the Company's 1-for-35 reverse stock-split; (ii) the Company's U.S.
initial public offering (the "U.S. IPO") and the resultant issue of
new Common Shares; (iii) the automatic conversion of $570,000 of
outstanding debentures issued in 2009 (the "2009 Debentures")
pursuant the contractual terms of such debentures as a result of
the consummation of the U.S. IPO ; and (iv) the automatic
conversion of $4,000,000 of outstanding debentures issued in 2010
(the "2010 Debentures") pursuant the contractual terms of such
debentures as a result of the consummation of the U.S. IPO. The
2009 Debentures were converted at a conversion price of $2.724 per
Common Share into an aggregate 209,656 Common Shares. In addition,
pursuant its contractual obligations under the 2009 Debentures, the
Company issued 5-year warrants to purchase 84,702 of Common Shares
at an initial exercise price of $4.99 per share in connection with
the conversion of the 2009 Debentures. The 2010 Debentures
converted at a conversion price of $3.405 per Common Share into an
aggregate 1,198,242 Common Shares.
On the closing date of the U.S. IPO (April 13, 2011), the
following directors, related parties and significant shareholders
were issued Company securities in connection with the conversion of
the 2009 Debentures and the 2010 Debentures: (i) Joel S. Kanter, a
director of the Company, and related parties (as determined by the
AIM Rules for Companies) were issued 44,139 Common Shares, together
with 15,450 warrants (at an exercise price of $4.99 per Common
Share), upon conversion of $120,000 of the 2009 Debentures and
74,890 Common Shares upon conversion of $250,000 of the 2010
Debentures; and (ii) Stephen D. McMurray, a director of the
Company, was issued 1,840 Common Shares upon conversion of the 2009
Debentures, together with 644 warrants, upon conversion of $5,000
of the 2009 Debentures.
Taking the above events into account and including the partial
over allotment taken up as announced yesterday, May 3, 2011, the
Company now has a total of 9,551,567 Common Shares in issue, of
which 3,122,138 (32.7%) Common Shares are not in public hands as
defined by the AIM Rules for Companies. The interests of the
significant shareholders and the directors of the Company and their
related parties (as determined by the AIM Rules for Companies) are
as follows:
% of % of
Issued Issued
Common Share Expiry Exercise Total Share
Name Shares Capital Instrument Number Date Price interests Capital
The Executors
of Lord
Leonard
Steinberg's
estate &
Steinberg
family 606,544 Warrant 32,742 31/05/2012 $5.37
Warrant 21,828 04/12/2012 $5.37
Warrant 23,784 04/12/2012 $5.65
Warrant 12,857 30/01/2012 $8.75
Warrant 21,885 04/12/2016 $4.99
Total 606,554 6.4% 113,096 719,650 7.5%
River
Charitable
Remainder
Unitrust
f/b/o Isaac
Blech 1,644,053 Warrant 230,359 22/09/2015 $4.54
Warrant 1,000,000 06/04/2016 $6.00
---------- -------- ----------- ---------- ----------- --------- ---------- --------
Total 1,644,053 17.2% 1,230,357 2,874,410 30.1%
CIBC Trust
Company
(Bahamas)
Limited, as
Trustee of
T-555(1) 349,388 Warrant 10,714 22/09/2015 $4.54
Warrant 12,857 30/01/2012 $8.75
Warrant 5,150 04/12/2016 $4.99
Total 349,388 3.7% 28,721 378,109 4.0%
Platinum
Montaur Life
Sciences I
LLC 205,434 Warrant 45,839 13/08/2012 $5.37
Warrant 45,839 04/12/2012 $5.37
---------- -------- ----------- ---------- ----------- --------- ---------- --------
Total 205,434 2.2% 91,678 297,112 3.1%
Eugene A.
Bauer
(Director) 190,418 Option 82,327 13/11/2012 $7.35
Option 28,571 13/09/2020 $8.19
---------- -------- ----------- ---------- ----------- --------- ---------- --------
Total 190,418 2.0% 110,898 301,316 3.2%
Chicago
Investments,
Inc.(1) 636,975 Warrant 5,357 22/09/2015 $4.54
Warrant 8,352 12/04/2016 $4.99
Total 636,975 6.7% 13,709 650,684 6.8%
Stephen D.
McMurray
(Director) 72,835 Warrant 644 12/04/2016 $4.99
Options 33,052 14/11/2012 $7.35
Options 28,571 13/09/2020 $7.35
Options 12,857 05/01/2021 $6.55
---------- -------- ----------- ---------- ----------- --------- ---------- --------
Total 72,835 0.8% 75,124 147,959 1.5%
Joel S.
Kanter
(Director) &
related
interests(2) 1,147,846 Warrants 15,450 04/12/2016 $4.99
Warrants 26,785 22/09/2015 $4.54
Warrants 12,857 30/01/2012 $8.75
Warrants 2,754 13/02/2012 $8.75
Options 48,803 14/11/2012 $7.35
Options 28,571 13/09/2020 $8.19
Options 12,857 05/01/2021 $6.55
---------- -------- ----------- ---------- ----------- --------- ---------- --------
Total 1,147,846 12.0% 148,077 1,295,923 13.6%
Andrew L.
Pearlman
(Director) &
related
interests(1) 35,375 Warrants 905,190 31/03/2016 $2.49
Warrants 35,922 31/03/2016 $0.0002
Options 182,806 31/03/2016 $2.49
Options 91,403 14/11/2012 $7.35
---------- -------- ----------- ---------- ----------- --------- ---------- --------
Total 35,375 0.4% 1,215,321 1,250,696 13.1%
Gary Brukardt
(Director) 31,611 Warrants 60,507 21/06/2011 $2.49
Options 45,701 18/09/2011 $2.49
Options 26,705 14/11/2012 $7.35
Options 28,571 13/09/2020 $8.19
Options 12,857 05/01/2021 $6.55
---------- -------- ----------- ---------- ----------- --------- ---------- --------
Total 31,611 0.3% 174,341 205,952 2.2%
Alastair
Clemow
(Director) - Options 12,857 13/09/2020 $8.19
Options 12,857 05/01/2021 $6.55
---------- -------- ----------- ---------- ----------- --------- ---------- --------
Total - 0.0% 25,714 25,714 0.3%
Notes
(1) For the purpose of the AIM Rules only also included within
the interests of Joel Kanter (Director)
(2) Included within the interests of Joel Kanter are his
interests in:
i. 106,823 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. 349,388 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. 636,975 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. 6,870 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 U.S. 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.
(3) Including interests in 94 Common Shares held by family
members and 1,719 Common Shares held by ADP Holdings LLC, a company
in which Dr. Pearlman is interested.
For further information, contact:
Medgenics, Inc. Phone: +972 4 902 8900
Dr. Andrew L. Pearlman
------------------------------------- ------------------------
Religare Capital Markets (Nominated Phone: +44 20 7444 0800
Adviser)
James Pinner
Derek Crowhurst
------------------------------------- ------------------------
SVS Securities plc (Joint Broker) Phone: +44 20 7638 5600
Ian Callaway
------------------------------------- ------------------------
Nomura Code Securities PLC (Joint Phone: +44 20 7776 1219
Broker)
Jon Senior
------------------------------------- ------------------------
De Facto Communications Phone: +44 20 7861 3838
Mike Wort
Anna Dunphy
------------------------------------- ------------------------
Grayling (Investment Relations - US) Phone: +1 646 284 9472
Leslie Wolf-Creutzfeldt
------------------------------------- ------------------------
<ENDS>
This information is provided by RNS
The company news service from the London Stock Exchange
END
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