Posting of Circular, Placing and Notice of General Meeting


 
TIDMRGT 
 
ReGen Therapeutics Plc 
                           ("ReGen" or the "Company") 
 
           Posting of Circular, Placing and Notice of General Meeting 
 
The Company announces that it has today posted a circular to shareholders 
proposing a restructuring of the Company. This involves, inter alia, a demerger 
of the ReGen Business, which constitutes both a fundamental change in the 
Company's business pursuant to AIM Rule 15 and a related party transaction 
pursuant to AIM Rule 13. If, inter alia, the resolutions to accept these 
proposals are passed, the Company will be classified as an Investing Company 
pursuant to AIM Rule 15. 
 
The Company has today placed 11,000,000 ordinary shares at a price of 0.5 pence 
per share, raising  GBP55,000.  Further details in relation to this placing are set 
out below. 
 
Conditional on the proposals in the circular being passed by shareholders, the 
Company has raised  GBP1,500,000 through the issue of 300,000,000 new ordinary 
shares at a price of 0.5 pence per share, further detail are set out below. 
 
Notice of a General Meeting of the Company, to be held 11.00 am on 28 January 
2011 at the offices of Bird & Bird LLP, 15 Fetter Lane, London EC4A 1JP, is 
included in the circular. 
 
Extracts from the circular are set out below. The full circular is available for 
download from the Company's website, www.regentherapeutics.com, and any defined 
terms found in this announcement are defined therein. 
 
Introduction 
 
ReGen proposes to demerge its existing business into a new company and transfer 
the shares of that new company to the Shareholders. ReGen will then become an 
Investing Company. 
 
The Demerger will allow Shareholders to hold shares in two distinct entities 
with separate strategic, capital and economic characteristics and management 
teams: 
 
  * ReGen Therapeutics Plc (to be renamed Alexander David Investments PLC) will 
    be an Investing Company (whose shares are traded on AIM) which will target 
    investment opportunities predominately in basic resources and the oil and 
    gas sectors. 
  * ReGen NewCo Limited (to be renamed ReGen Therapeutics Limited), (whose 
    shares are intended to be traded on JP Jenkins) shall carry on the business 
    of the manufacture and sale of Colostrinin(TM). 
 
 
The Demerger will constitute a fundamental change of business of the Company 
which, under Rule 15 of the AIM Rules, requires Shareholder approval. 
Accordingly, in accordance with the AIM Rules and the Act, the Company is 
required to send a circular to Shareholders setting out the reasons for, and 
principal terms of, the Demerger. This Document also provides details of the 
proposed Reduction of Capital, Investing Policy and Placing, and seeks 
Shareholders' approval for the Demerger, the Reduction of Capital, the adoption 
of the Investing Policy and issue of new ReGen Ordinary Shares pursuant to the 
Placing. 
The purpose of this Document is to: 
 
  * explain the background to and reasons for the Proposals; 
  * explain why the Board believes the Proposals are in the best interests of 
    Shareholders and why it unanimously supports the Proposals; 
  * explain the Proposals and the Resolutions to be put to Shareholders at the 
    General Meeting; and 
  * recommend that Shareholders vote in favour of the Resolutions to be proposed 
    at the General Meeting to be held at 11.00 am at the offices of Bird & Bird 
    LLP, 15 Fetter Lane, London EC4A 1JP on 28 January 2011 and which are set 
    out in the notice of General Meeting at the end of this Document. 
 
 
The Demerger is conditional (among other things) on: 
 
  * the approval by Shareholders of the Resolutions at the General Meeting; and 
  * the confirmation of the Reduction of Capital by the Court. 
 
 
Should the Proposals not be approved by Shareholders and/or the Court or should 
the Company not be able to successfully raise funding in the manner described in 
the Circular, the Board would need to explore urgently other financing 
opportunities for the Company including possible third party finance. Should the 
Company not raise such third party finance, there is a significant risk that the 
Company would need to cease trading. 
 
If the Demerger is completed, the table below summarises the Shareholders' 
shareholding position by way of example using a holding of 1,000 ReGen Ordinary 
Shares: 
 
+--------------------------------------+--------+----------------+------------+ 
|                                      | ReGen* | New Warrants** |      NewCo | 
+--------------------------------------+--------+----------------+------------+ 
|                                      |        |                |            | 
+--------------------------------------+--------+----------------+------------+ 
| Market on which shares are tradeable |    AIM |       Unlisted | JP Jenkins | 
+--------------------------------------+--------+----------------+------------+ 
| Shareholding before Demerger         |  1,000 |              - |          - | 
+--------------------------------------+--------+----------------+------------+ 
| Shareholding after Demerger          |  1,000 |            100 |      1,000 | 
+--------------------------------------+--------+----------------+------------+ 
 
 *   to be renamed Alexander David Investments Plc after the Demerger 
 **  New Warrants are exercisable at 0.5 pence per ReGen Ordinary Shares 
 
Summary of the Demerger 
 
The Demerger will be effected by taking the following steps: 
 
  * the transfer of the ReGen Business to NewCo in consideration for which NewCo 
    will issue NewCo Shares to ReGen.  This step has already been effected; 
  * a bonus issue of 'B' Ordinary Shares to Shareholders on a one for one basis 
    (see further below); and 
  * following a reduction of ReGen's share capital (in accordance with the Act), 
    Shareholders who are in the ReGen Register at the Record Time will receive: 
 
 
 
                 One NewCo Share for each ReGen Ordinary Share 
 
Shareholders will also continue to hold their existing ReGen Ordinary Shares and 
the Company will be renamed Alexander David Investments PLC. 
 
Related Party Transaction 
 
In connection with the Demerger, 
 
(i) the Company is proposing to lend up to  GBP240,000 to NewCo; and 
(ii) the ReGen Business has been transferred to NewCo and Timothy Shilton and 
Norman Lott, two of the existing Directors, have been appointed as the directors 
of NewCo. 
 
These two aspects of the Proposals are deemed to be related party transactions 
(the "Transactions") pursuant to Rule 13 of the AIM Rules. 
 
Percy Lomax, Martin Small and Peter Garrod are considered to be independent of 
the Transactions for the purposes of Rule 13. These independent directors, 
having consulted with the Company's nominated adviser, Cairn Financial Advisers 
LLP, believe that the terms of the Transactions referred to in paragraphs (i) 
and (ii) above are fair and reasonable insofar as the Shareholders are 
concerned. 
 
Placing and Warrants 
 
The Company has today placed 11,000,000 new ReGen Ordinary Shares at 0.5 pence 
per ReGen Ordinary Share to raise  GBP55,000, before expenses to fund its general 
working capital requirements pending the Demerger (the "Interim Placing"). 
 Application for the 11,000,000 new ReGen Ordinary Shares to be traded on AIM 
has been made to the London Stock Exchange.  Trading in these shares is expected 
to commence on or around 18 January 2011.  The 11,000,000 new ReGen Ordinary 
Shares will rank pari passu in all respects with the existing ReGen Ordinary 
Shares. 
 
Following the Interim Placing described above the share capital of the Company 
will comprise 89,446,548 ReGen Ordinary Shares of 0.01 pence each. 
 
Furthermore, conditional on completion of the Demerger, Alexander David, the 
Company's broker, has placed 300,000,000 new ReGen Ordinary Shares at 0.5 pence 
per ReGen Ordinary Share to raise  GBP1,500,000, before expenses (the "Placing"). 
 Application for the 300,000,000 new ReGen Ordinary Shares to be traded on AIM 
will be made to the London Stock Exchange.  Trading in these shares is expected 
to commence on or around 18 February 2011.  The 300,000,000 new ReGen Ordinary 
Shares will rank pari passu in all respects with the existing ReGen Ordinary 
Shares. 
 
Following the Placing the issued share capital of the Company will comprise 
389,446,548 ReGen Ordinary Shares of 0.01 pence each. 
 
Subscribers of the new ReGen Ordinary Shares in the Placing will also receive 
one New Warrant for every ten (10) ReGen Ordinary Shares subscribed.  Each New 
Warrant will entitle the holder to subscribe for one ReGen Ordinary Share at the 
Placing Price and will have an exercise period of two years. 
 
The Placing proceeds will be used to cover the costs of the Proposals, the 
Directors Compensation Payments, the payment of existing creditors, the proposed 
loan to NewCo, general working capital purposes and for new investments in 
accordance with the Investing Policy. 
 
Alexander David will receive an advisory fee of  GBP10,000 and a placing commission 
of 5 per cent. of the gross funds raised in the Placing. In addition, for the 
arrangement and structuring of the new business of the Company, Alexander David 
will receive on completion of the Demerger a warrant of 29.9 per cent. of the 
share capital of the Company in issue immediately following the Placing. The ADS 
Warrant will have an exercise price equal to the Placing Price and shall be 
exercisable for a period of 5 years from the date of completion of the Demerger. 
 
The Board recognise that, as a result of the Interim Placing and the Placing, 
Shareholders will experience significant dilution to their shareholdings. 
Accordingly, it is proposed that immediately following the Demerger, 
Shareholders at the Record Time will be granted one New Warrant for every ten 
(10) ReGen Ordinary Shares. 
 
Each New Warrant will entitle the holder to subscribe for one ReGen Ordinary 
Share at the Placing Price and will have an exercise period of two years. 
 
The instrument constituting the New Warrants will be available for inspection at 
the General Meeting and will after the Demerger be available on the Company's 
website www.regentherapeutics.com. Following the Demerger, the Company will 
announce its new website address via a Regulatory Information Service. 
 
 
Enquiries: 
 
 ReGen Therapeutics Plc               +44 20 7153 4920 
 Percy Lomax 
 
 
 Cairn Financial Advisers LLP         +44 20 7148 7900 
 Nominated Adviser 
 Liam Murray / Avi Robinson 
 
 
 Alexander David Securities Limited   +44 20 7448 9820 
 Broker 
 David Scott / Nick Bealer 
 
 
 
 
 
 
 
 
This announcement is distributed by Thomson Reuters on behalf of 
Thomson Reuters clients. The owner of this announcement warrants that: 
(i) the releases contained herein are protected by copyright and 
    other applicable laws; and 
(ii) they are solely responsible for the content, accuracy and 
     originality of the information contained therein. 
 
Source: ReGen Therapeutics Plc via Thomson Reuters ONE 
 
[HUG#1479245]
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