Directors' shareholding & issue of equity
08 Julho 2009 - 3:00AM
UK Regulatory
TIDMFGN
RNS Number : 2926V
Futuragene PLC
08 July 2009
8 July 2009
FUTURAGENE PLC (the "Company")
Issue of Additional Equity
Under the terms of the merger agreement dated 19 May 2004 pursuant to which the
Company acquired the issued share capital of FuturaGene Inc. ("the Merger
Agreement"), deferred consideration of up to a maximum of 26 million new
ordinary shares of 0.05p each in the capital of the Company ("Ordinary
Shares") were potentially issuable to the original shareholders of FuturaGene
Inc. on the achievement of certain milestones. The principal milestones involved
the receipt of commercial offers to license genes in the FuturaGene Inc
portfolio. On 31 December 2008 the Company announced that, under the terms of a
settlement agreement made with a number of the founder shareholders of
FuturaGene Inc., those founder shareholders had agreed to relinquish all rights
to receive any additional shares under the Merger Agreement.
The Board of FuturaGene is pleased to announce that it has now reached agreement
with the remaining founder shareholders of FuturaGene Inc., who have also agreed
to relinquish their rights to receive additional consideration shares pursuant
to the Merger Agreement.
In consideration of their respective agreements to release the Company from its
obligations under the Merger Agreement, FuturaGene has agreed to issue new
Ordinary Shares at nominal value as follows:-
Mark Pritchard 1,000,000 Ordinary Shares
Ben Anderson 1,000,000 Ordinary Shares
Mike Hasegawa 158,018 Ordinary Shares
Under the previous arrangements these individuals would have received up to 9
million Ordinary Shares.
Mr Pritchard, as a director of the Company, recused himself from both the
negotiation of this settlement and the decision to approve the issue of these
shares. Following the issue of shares referred to in this announcement, Mr
Pritchard will be beneficially interested in 3,355,117 Ordinary Shares
representing 6.68% of the Company's issued share capital and Mr Anderson will be
beneficially interested in 3,075,117 Ordinary Shares representing 6.12% of the
Company's issued share capital.
In addition, the Company has also agreed to issue 165,000 Ordinary Shares at
nominal value to certain consultants who assisted in effecting the settlement.
The board also wishes to announce that it has agreed to award 800,000 new
Ordinary Shares (representing 1.65% of the Company's enlarged issued share
capital) to the Company's chief executive officer, Dr Stanley Hirsch, as part of
his compensation plan. These shares are to be issued to a trust for the benefit
of Dr Hirsch at nominal value.
Application has been made for 3,123,018 Ordinary Shares to be admitted to
trading on the AIM market of the London Stock Exchange ("AIM"). These shares
rank pari passu with the Company's existing Ordinary Shares and are expected to
be admitted to trading on AIM on 13 July 2009.
Following the issue of the 3,123,018 Ordinary Shares, the issued share capital
of the Company will consist of 50,222,239 ordinary shares of 0.5p each, with
voting rights. The Company holds no shares in Treasury. This figure may be used
by shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or change to their
interest in, the Company under the FSA's Disclosure and Transparency Rules.
For further information, please contact:
FuturaGene Plc
Mark Pritchard, Chairman +44 (0) 7802 827 846
Stanley Hirsch, CEO +972 544 562 724
Evolution Securities
Neil Elliot +44 (0) 20 7071 4300
About FuturaGene PLC
FGN is a leading agricultural biotechnology company focused on research,
development, and commercialisation of technologies that play key roles in
substantially improving agronomic traits of value in plants. In particular the
Company is focused on the development and commercialisation of genetically
modified plants for improving and
protecting yields, and enhancing processability and environmental sustainability
in the forestry, biofuels, biopower and agricultural sectors. In addition to its
in-house discovery program, FuturaGene licenses intellectual property from
leading universities in its strategic fields of interest and is exploiting the
synergies of these technologies with the cell wall modification platform of its
wholly owned subsidiary, CBD Technologies, Inc. (CBD Tech) in forestry, biofuel,
biopower, food and feed crops. CBD Tech has pioneered a modality for modifying
plant cell walls, resulting in enhanced growth and biomass, increased cellulose,
improved fiber properties, improved digestibility and processability, and
increased yield properties and has secured broad intellectual property covering
plants with modified cell walls showing such altered properties. More
information is available at www.futuragene.com
This information is provided by RNS
The company news service from the London Stock Exchange
END
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