TIDMMEDG TIDMMEDU
RNS Number : 1221X
Medgenics Inc
07 January 2014
Press Release 7 January 2014
Medgenics, Inc.
(the "Company")
Issue of Options and Restricted Shares to Directors
Medgenics, Inc. (NYSE MKT: 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, on 2 January 2014 it (i) granted options to
subscribe for 15,000 shares of the Company's common stock, par
value US$0.0001 ("Common Shares") ("Options") and (ii) made a
restricted share award of 7,000 Common Shares ("Restricted Shares")
to each of Sol Barer, Isaac Blech, Alastair Clemow, Wilbur "Bill"
Gantz, Joseph Grano, Jr., Joel Kanter, Stephen McMurray, and Andrew
Pearlman, all non-executive directors of the Company, as part of
their remuneration for the year.
50% of these Restricted Shares were vested on 3 January, 2014
and the remaining 50% will be vested one year from the date
awarded, 2 January 2014 (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$6.50 or, based
on an exchange rate of GBP1=US$1.65, 394 pence per Common Share,
being the MDGN closing price on the Reference Date as reported on
NYSE MKT.
These awards of Restricted Shares and Options were made pursuant
to the terms of the Company's 2006 Stock Incentive Plan (as
amended, 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 and 16 October 2012, 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 $15,000; 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
$5,000.
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, 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 Number % of Instrument Number Expiry Exercise Total % of
of Common Issued Date Price Interests Issued
Shares Share Share
Capital Capital
Isaac Blech
(Director)
& related
parties(1) 1,662,971
Sept.
Warrant 230,357 22, 2015 $4.54
Apr.
Warrant 200,000 12, 2016 $6.00
Apr.
Warrant 400,000 12, 2016 $6.00
Apr.
Warrant 400,000 12, 2016 $6.00
Dec.
Option 19,068 10, 2020 $6.65
Jan.
Option 15,000 2, 2022 $2.66
Jan.
Option 15,000 2, 2023 $7.25
Nov.
Option 50,000 11, 2023 $6.70
Jan.
Option 15,000 2, 2024 $6.50
3,500 *
Total 1,666,471 9.0% 1,344,425 3,010,896 16.2%
Michael F.
Cola -
Sept.
Option 1,500,000 13, 2023 $4.22
Total - 0.0% 1,500,000 1,500,000 8.1%
Sol Barer
(Director) 115,500
June
Option 900,000 30, 2017 $10.80
Jan.
Option 15,000 2, 2023 $7.25
Sept.
Option 400,000 13, 2023 $5.22
Jan.
Option 15,000 2, 2024 $6.50
3,500 *
Total 119,000 0.6% 1,330,000 1,449,000 7.8%
Joel S. Kanter
(Director)
& related
parties(2) 1,217,832
Sept.
Warrant 26,785 22, 2015 $4.54
Apr.
Warrant 15,450 12, 2016 $4.99
Sept.
Option 28,571 14, 2020 $8.19
Jan.
Option 8,571 11, 2021 $6.55
Jan.
Option 15,000 3, 2022 $2.66
Jan.
Option 15,000 2, 2023 $7.25
Nov.
Option 50,000 11, 2023 $6.70
Jan.
Option 15,000 2, 2024 $6.50
3,500 *
Total 1,221,332 6.6% 174,377 1,395,709 7.5%
Andrew L.
Pearlman
(Director)
& related
parties(4) 38,875
Mar.
Warrant 35,922 31, 2016 $0.00
Mar.
Warrant 882,240 31, 2016 $2.49
Sept.
Option 182,806 13, 2014 $2.49
Sept.
Option 80,000 13, 2014 $3.14
Jan.
Option 15,000 2, 2024 $6.50
3,500 *
Total 42,375 0.2% 1,195,968 1,238,343 6.7%
Chicago
Investments,
Inc.(3) 637,008
Sept.
Warrant 5,357 22, 2015 $4.54
Apr.
Warrant 8,368 12, 2016 $4.99
Total 637,008 3.4% 13,725 650,733 3.5%
CIBC Trust
Company
(Bahamas)
Limited, as
Trustee of
T-555(3) 349,386
Sept.
Warrant 10,714 22, 2015 $4.54
Apr.
Warrant 5,150 12, 2016 $4.99
Total 349,386 1.9% 15,864 365,250 2.0%
Joseph J.
Grano, Jr.
(Director) 3,500
Mar.
Option 300,000 15, 2018 $4.99
Jan.
Option 15,000 2, 2024 $6.50
3,500 *
Total 7,000 0.0% 315,000 322,000 1.7%
Wilbur H.
(Bill) Gantz
(Director) 3,500
Oct.
Option 300,000 15, 2018 $6.29
Jan.
Option 15,000 2, 2024 $6.50
3,500 *
Total 7,000 0.0% 315,000 322,000 1.7%
Eugene A.
Bauer
(Director) 167,302
Sept.
Option 28,571 14, 2020 $8.19
Nov.
Option 50,000 11, 2023 $6.70
28,572 *
Total 195,874 1.1% 78,571 274,445 1.5%
Stephen D.
McMurray
(Director) 90,335
Apr.
Warrant 644 12, 2016 $4.99
Jan.
Option 12,857 11, 2021 $6.55
Sept.
Option 28,571 14, 2020 $8.19
Jan.
Option 15,000 3, 2022 $2.66
Jan.
Option 15,000 2, 2023 $7.25
Nov.
Option 50,000 11, 2023 $6.70
Jan.
Option 15,000 2, 2024 $6.50
3,500 *
Total 93,835 0.5% 137,072 230,907 1.2%
Alastair Clemow
(Director) 22,000
Sept.
Option 12,857 13, 2020 $8.19
Jan.
Option 12,857 11, 2021 $6.55
Jan.
Option 15,000 3, 2022 $2.66
Jan.
Option 15,000 2, 2023 $7.25
Nov.
Option 50,000 11, 2023 $6.70
Jan.
Option 15,000 2, 2024 $6.50
3,500 *
Total 25,500 0.1% 120,714 146,214 0.8%
-- 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 12,646
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, and 177,050 warrants held by trusts
of which Dr. Pearlman is a trustee.
For further information, contact:
For further information, contact:
Medgenics, Inc.
John Leaman, CFO
john.leaman@medgenics.com
Abchurch Communications Phone: +44 207
Harriet Rae 398 7719
Joanne Shears
Jamie Hooper
jamie.hooper@abchurch-group.com
Oriel Securities (NOMAD & Phone: +44 207
Broker) 710 7617
Jonathan Senior
Giles Balleny
- ENDS -
This information is provided by RNS
The company news service from the London Stock Exchange
END
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