TIDMMEDG TIDMMEDU
RNS Number : 1253V
Medgenics Inc
06 January 2012
Press Release 6 January 2012
Medgenics, Inc.
(the "Company")
Issue of Options and Restricted Shares to Directors and
Officers
Medgenics, Inc. (NYSE Amex: MDGN and AIM: MEDU, MEDG), the
developer of a novel technology for the sustained production and
delivery of therapeutic proteins in patients using their own
tissue, announces that, pursuant to approvals given at a Board
meeting held on 9 December 2011, on 3 January 2012 it (i) granted
options to subscribe for 15,000 common shares ("Options") and (ii)
made a restricted share award of 7,000 common shares of par value
US$0.0001 each ("Common Shares") in the Company ("Restricted
Shares") to each of Isaac Blech, Gary Brukardt, Alastair Clemow,
Joel Kanter, and Stephen McMurray, all non-executive directors of
the Company, as part of their remuneration for the year.
50% of these Restricted Shares will be vested immediately and
the remaining 50% will be vested one year from the date awarded, 3
January 2012 (the "Reference Date"). All of the Options are for a
term of 10 years commencing on the Reference Date, vest in equal
instalments on each of the first three anniversaries of the
Reference Date and have an exercise price of US$2.66 or, based on
an exchange rate of GBP1=US$1.55837, 172 pence per Common Share,
being the average of the MDGN closing price for the ten trading
days prior to the Reference Date as reported on NYSE Amex.
These awards of Restricted Shares and options grants were made
pursuant to the terms of the Company's 2006 Stock Incentive Plan
(the "2006 Stock Plan") previously approved by the Company's
stockholders and in accordance with the Board approved
non-executive director compensation program, adopted on 22 March
2010 and amended on 9 December 2011, which provides for each
non-executive director: annual grants of options to purchase 15,000
Common Shares and awards of 7,000 Restricted Shares; an annual cash
retainer fee of $12,000; and meeting attendance fees ranging from
$1,000 to $2,500 per meeting, depending on the location and type of
meeting. In addition, committee chairmen are entitled to an annual
cash fee of $2,000.
The Company has also issued and allotted 15,034 shares in lieu
of payments to service providers and interest on debentures and it
is expected that these, together with the 35,000 shares awarded to
non-executive directors will be admitted to AIM on 12 January under
the MEDG line.
As part of its annual review of executive compensation and
pursuant to the terms of the 2006 Stock Plan, the Compensation
Committee of the Board also approved at its meeting on 9 December
2011 the issuance of options to purchase an aggregate of 80,000
Common Shares to Andrew Pearlman, CEO and a director of the
Company. These options are for a term of 10 years commencing on
December 9, 2011 (the "Effective Date"), vest in equal instalments
on each of the first four anniversaries of the Effective Date and
have an exercise price of US$3.14 or, based on an exchange rate of
GBP1=US$1.55837, 201 pence per Common Share, being the average of
the MDGN closing price for the ten trading days prior to the
Effective Date as reported on NYSE Amex.
This announcement is being made pursuant to the London Stock
Exchange's AIM Rules for Companies admitted to trading on the AIM
market.
Following the award of the Restricted Shares and grant of the
Options to the non-executive Directors and the grant of options to
Andrew Pearlman, the interests of the directors of the Company and
their related parties and other significant shareholders in the
Common Shares of which the Company is aware will be as follows:
Name Common Shares % of Instrument Number Expiry Date Exercise Total % of
Issued Price interests Issued
Share Share
Capital Capital
Isaac
Blech
& related
parties(1) 1,645,471 Warrant 230,357 22/9/2015 $4.54
Warrant 1,000,000 12/4/2016 $6.00
Options 19,068 10/12/2020 $6.65
Options 15,000 2/1/2022 $2.66
7,000*
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 1,652,471 16.9% 1,264,425 2,916,896 29.9%
Joel S.
Kanter
(Director)
& related
parties(2) 1,147,943 Warrant 26,785 22/9/2015 $4.54
Warrant 2,755 13/2/2012 $8.75
Warrant 15,540 12/4/2016 $4.99
Options 48,803 14/11/2012 $7.35
Warrant 12,857 30/1/2012 $8.75
Options 12,857 11/1/2021 $6.55
Options 28,571 14/9/2020 $8.19
Options 15,000 2/1/2022 $2.66
7,000*
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 1,154,943 11.8% Options 163,078 1,318,021 13.5%
Andrew
L. Pearlman
(Director)
& related
parties(4) 35,375 Warrant 35,922 31/3/2016 $0.0002
Warrant 905,190 31/3/2016 $2.49
Options 182,806 31/3/2016 $2.49
Options 91,403 14/11/2012 $7.35
Options 80,000 12/9/2021 $3.14
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 35,375 0.4% 1,295,321 1,330,696 13.7%
The Executors
of Lord
Leonard
Steinberg's
estate
& Steinberg
family 606,553 Warrant 32,742 31/5/2012 $5.37
Warrant 21,828 12/04/2012 $5.37
Warrant 23,784 12/04/2012 $5.65
Warrant 21,885 4/12/2016 $4.99
Warrant 12,857 30/1/2012 $8.75
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 606,553 6.2% 113,096 719,649 7.4%
Chicago
Investments,
Inc.(3) 637,008 Warrant 5,357 22/9/2015 $4.54
Warrant 8,368 12/4/2016 $4.99
Total 637,008 6.5% 13,725 650,733 6.7%
Andrew
Cader 350,000 Warrant 264,000 12/4/2016 $6.00 614,000 6.3%
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 350,000 3.6% 264,000 614,000 6.3%
CIBC Trust
Company
(Bahamas)
Limited,
as Trustee
of T-555(3) 349,386 Warrant 10,714 22/9/2015 $4.54
Warrant 12,857 30/1/2012 $8.75
Warrant 5,150 12/4/2016 $4.99
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 349,386 3.6% 28,721 378,107 3.9%
Eugene
A. Bauer
(Director) 133,276 Options 82,327 14/11/2012 $7.35
Options 28,571 14/9/2020 $8.19
52,142*
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 190,418 2.0% 110,898 301,316 3.1%
Stephen
D. McMurray
(Director) 72,835 Warrant 644 12/4/2016 $4.99
Options 33,052 14/11/2012 $7.35
Options 12,857 11/1/2021 $6.55
Options 28,571 14/9/2020 $8.19
Options 15,000 2/1/2022 $2.66
7,000*
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 79,835 0.8% 90,124 169,959 1.7%
Gary Brukardt
(Director) 66,077 Options 26,705 14/11/2012 $7.35
Options 12,857 11/1/2021 $6.55
Options 28,571 14/9/2020 $8.19
Options 15,000 2/1/2022 $2.66
7,000*
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 73,077 0.7% Options 83,133 156,210 1.6%
Alastair
Clemow
(Director) - Options 12,857 13/9/2020 $8.19
Options 12,857 11/1/2021 $6.55
Options 15,000 1/2/2022 $2.66
7,000*
-------------- --------- ----------- ---------- ------------ --------- ------------- ---------
Total 7,000- 0.1% 40,714 47,714 0.5%
-- Restricted shares
Notes
(1) Included within the interests of Isaac Blech are his
interests in:
I. 845,471 Common shares and warrants to subscribe for 430,357
Common shares held by River Charitable fbo Isaac Blech
II. 400,000 Common shares and warrants to subscribe for 400,000
Common shares held by Liberty Charitable Remainder Trust fbo Isaac
Blech
III. 400,000 Common shares and warrants to subscribe for 400,000
Common shares held by West Charitable Remainder Unitrust
(2) Included within the interests of Joel Kanter are his
interests in:
I. 106,889 Common Shares and warrants to subscribe for 15,401
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 and warrants to subscribe for 28,721
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. 637,008 Common Shares and warrants to subscribe for 13,725
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.
(3) For the purpose of the AIM Rules, also included within the
interests of Joel Kanter (Director)..
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.
(4) Including interests in 94 Common shares held by family
members and 1,719 Common Shares and warrants to subscribe for
35,922 Common shares held by ADP Holdings LLC, a company in which
Andrew Pearlman is interested
For further information, contact:
Medgenics, Inc. Phone: +972 4 902 8900
Dr. Andrew L. Pearlman
Andrew.pearlman@medgenics.com
LHA Phone: 212-838-3777
Anne Marie Fields
afields@lhai.com
Abchurch Communications Phone: +44 207 398 7719
Adam Michael
Joanne Shears
Jamie Hooper
jamie.hooper@abchurch-group.com
Religare Capital Markets (NOMAD) Phone: +44 207 444 0800
James Pinner
SVS Securities plc (Joint Broker) Phone: +44 207 638 5600
Alex Mattey
Ian Callaway
Nomura Code Securities (Joint Broker) Phone: +44 207 776 1219
Jonathan Senior
-ENDS-
This information is provided by RNS
The company news service from the London Stock Exchange
END
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