Additional Listing and Directors Dealing
19 Mai 2010 - 12:15PM
UK Regulatory
TIDMFGN
RNS Number : 1886M
Futuragene PLC
19 May 2010
FuturaGene Plc
19 May 2010
FOR IMMEDIATE RELEASE
19 May 2010
FuturaGene Plc (the "Company" or "FuturaGene") announces the issue of further
consideration shares pursuant to the acquisition of CBD Technologies Inc.
("CBD") and Directors' Shareholdings
The board of directors of FuturaGene announces the allotment and issue of
2,750,000 ordinary shares of GBP0.005 each ("FuturaGene Shares") on 18 May 2010
in connection with the acquisition of CBD by the Company ("CBD Merger") which
was completed in December 2006. The agreement for the acquisition of CBD ("CBD
Agreement") required the Company to issue further FuturaGene Shares ("Future
Consideration Shares") to the former stockholders of CBD and others including
Dr. Stanley Hirsch and Dr. Ziv Shani (together the "Recipients") following the
occurrence of certain trigger events. One of the triggers has now been met in
accordance with the terms of the CBD Agreement, following CBD Technologies Inc.
(a subsidiary of the Company) confirming that a joint venture arrangement
between Suzano Papel e Celulose S.A. is sufficiently attractive to justify
payment of such Future Consideration Shares.
The Future Consideration Shares will be Scheme Shares for the purposes of the
scheme of arrangement announced by the Company on 13 May 2010 ("Scheme"). A
circular in respect of the Scheme is expected to be posted to FuturaGene
shareholders as soon as reasonably practicable and, if it is so posted, the
registered holders of the Future Consideration Shares will be able to exercise
votes in respect of those shares at the court and general meetings which will be
held as part of the Scheme.
The CBD Agreement envisaged that the Future Consideration Shares would be issued
to an agent who would, in accordance with the CBD Agreement, deliver them to the
Recipients entitled to them. The CBD Agreement has been amended to provide that
the Future Consideration Shares will instead be issued (a) to the agent in
respect of Recipients who have not, since the CBD Merger, surrendered their CBD
stock certificates ("CBD Certificates") to the agent in return for FuturaGene
Shares issued to the agent on their behalf at the time of the CBD Merger (on the
terms of the CBD Agreement); or otherwise (b) directly to the Recipients of the
Future Consideration Shares.
Application has been made for the Future Consideration Shares to be admitted to
trading on the AIM market of the London Stock Exchange ("AIM") ("Admission").
It is expected that Admission will become effective and dealings in the Future
Consideration Shares will commence at 8.00am on 24 May 2010. The Future
Consideration Shares will, on Admission, rank pari passu in all respects with
the existing issued FuturaGene Shares. The Future Consideration Shares will be
in registered form and capable of being held in certificated form or
uncertificated form in CREST.
Loans
Dr. Stanley Hirsch and Dr. Ziv Shani (directors of the Company) and certain
other employees ("Borrowers") are required to meet certain tax liabilities in
connection with the issue to them of Future Consideration Shares. FuturaGene's
indirect wholly-owned Israeli subsidiary, CBD Technologies Ltd. has agreed to
make available a loan to each Borrower with respect to such tax liabilities (the
"Loans"). The aggregate value of the Loans is approximately GBP104,000.
Directors' Shareholdings
The interests of the directors of the Company entitled to Future Consideration
Shares, immediately prior to, and following issue of such Future Consideration
Shares, in FuturaGene Shares is as follows:
+----------------+---------------+---------------+-------------------+
| Director | Number of | Number of | Percentage of |
| | FuturaGene | Future | enlarged share |
| | Shares prior | Consideration | capital following |
| | to issue of | Shares | issue of Future |
| | Future | | Consideration |
| | Consideration | | Shares |
| | Shares | | |
+----------------+---------------+---------------+-------------------+
| Dr. Stanley | 957,706* | 112,328 | 1.81% |
| Hirsch | | | |
+----------------+---------------+---------------+-------------------+
| Dr. Ziv Shani | 29,694** | 33,000 | 0.1% |
+----------------+---------------+---------------+-------------------+
* Includes 953,423 FuturaGene Shares registered in the name of Ya'acov Messing
in trust for Dr. Hirsch.
** Registered in the name of Ya'acov Messing in trust for Dr. Shani.
The Future Consideration Shares will represent approximately 4.6 per cent of the
enlarged issued share capital of the Company. Following the issue of the Future
Consideration Shares, the Company's issued share capital will consist of
58,972,239 FuturaGene Shares. This figure of 58,972,239 FuturaGene Shares may
be used by shareholders in the Company as the denominator for the calculations
by which they will determine if they are required to notify their interest in,
or a change to their interest in, the share capital of the Company
Enquiries:
FuturaGene
Mark Pritchard, Chairman +44 (0) 20 7802 827 846
Stanley Hirsch +972 54 456 2724
Evolution Securities (financial adviser and corporate broker to FuturaGene)
Tim Worlledge +44 (0) 20 7071 4300
Neil Elliot
College Hill (PR adviser to FuturaGene)
Adrian Duffield +44 (0) 20 7457 2020
This information is provided by RNS
The company news service from the London Stock Exchange
END
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