ICX Intercytex

 

TIDMICX 
 
RNS Number : 6518D 
Intercytex Group plc 
07 December 2009 
 

7 December 2009 
 
 
Intercytex Group plc 
 
 
Proposed cancellation of admission of Ordinary Shares to AIM, proposed change of 
name and resignation of Directors 
 
 
Intercytex Group plc ("Intercytex" or "the Company") today announces that it 
intends to apply to cancel the trading of its ordinary shares on AIM, to 
re-register the Company as a private company and to change the Company name to 
Regenerative Medicine Assets Limited. It is anticipated that the effective date 
of the Cancellation will be 8th January 2010. Pursuant to the AIM Rules for 
Companies, the cancellation of ordinary shares is conditional upon shareholder 
approval at a General Meeting to be held on 23 December 2009. In addition, the 
Company is seeking shareholder approval to change its name to Regenerative 
Medicine Assets Limited. 
 
 
Following the proposed cancellation of securities it is intended that the Board 
of Directors will be reduced to four non-executive directors, with Alan Suggett 
and Paul Kemp resigning as directors. 
 
 
A circular providing further details on the proposed cancellation and general 
meeting has been posted to shareholders today. The circular is also available on 
the Company's website www.intercytex.com (see 'Circular' link on the left side 
of the home page). 
 
 
Background to and reasons for the Cancellation 
On 1st July 2009, Intercytex announced it had failed to find a buyer for the 
entire business but was in negotiations to sell various business assets. The 
Directors have also explored the possibility of raising further funds to 
continue development of Intercytex' remaining development programmes. However, 
against the background of the current financial market, this has not been 
feasible. At the same time the Company has continued to conserve its cash 
resources by implementing measures to reduce overhead expenditure and headcount 
levels. 
 
 
As announced on 23rd November 2009, Intercytex has completed the sale of certain 
of the business assets of its wholly owned subsidiary, Axordia, to Pfizer 
Limited for total cash consideration of US $750,000. These funds are being used 
to support ongoing operational costs and working capital requirements of the 
Company, but are insufficient to allow continued development of Intercytex' 
remaining products. The Directors therefore believe that the best course of 
action is to sell all of the remaining assets of the Group and return excess 
funds (if any) to Shareholders. Pursuant to this goal, the Directors believe 
they are close to securing the sale of the majority of Intercytex' assets in 
three further transactions relating to the disposal of: (i) the hair 
regeneration assets including ICX-TRC, (ii) certain wound healing assets 
including ICX-SKN and Cyzact, and (iii) the Company's wholly-owned subsidiary 
Intercytex Limited, which includes the Vavelta assets. 
 
 
Whilst there can be no guarantees as to the likelihood of completion or of 
timing it is anticipated that the disposals can be completed within the next 
three months. Even if all of the disposals are completed and all anticipated 
sale proceeds received, the Group will still have significant liabilities to be 
settled. The Board therefore anticipates only a relatively small return to 
Shareholders (if any) compared to the market capitalisation at the time the 
Company's shares were suspended on 2nd September 2009. 
 
The Directors believe that following the proposed cancellation, the Company will 
be better placed as an unlisted company to both: (i) complete the timely 
disposal of the Company's remaining assets, and (ii) minimise ongoing 
operational costs. 
 
 
The Board is seeking shareholders' approval for the cancellation, the 
re-registration and the change of name. 
 
 
The Directors have provided undertakings to vote in favour of the Resolutions 
representing, in aggregate, 1.73 per cent. of the issued share capital of the 
Company. 
 
 
INVESCO Asset Management Limited, acting for and on behalf of its discretionary 
managed clients ("IAML"), the Company's largest shareholder, has confirmed to 
the Company that, as at the date of this document, it is IAML's current 
intention to vote in favour of the Resolutions. IAML currently holds 
approximately 21 per cent. of the Company's issued share capital. 
 
 
The Cancellation and the Re-Registration 
The Company announced on 2nd September 2009 that the Company's Ordinary Shares 
had been suspended from AIM whilst the Directors of the Company took steps to 
divest certain business assets. 
 
The Directors believe that it is in the best interests of the Company to cancel 
trading of the Company's ordinary shares on AIM now in order to reduce the 
Company's operating costs and to facilitate a swifter completion of the 
disposals and crystallisation of any remaining value. 
 
 
Following cancellation it is the intention of the Directors to effect the 
re-registration of the Company as a private company. The Directors consider the 
re-registration to be appropriate in connection with the cancellation and 
desirable to help facilitate future distributions, if any, made by the Company 
to shareholders. Re-registration is subject to the approval of shareholders at 
the General Meeting. 
 
 
Proposed winding up of the Company 
Following completion of the Disposals and receipt by the Company of all payments 
to be made to it under the terms of the Disposals it is proposed that the 
Company be wound up. The winding-up process may require further Shareholder 
approvals which will be sought, as necessary, at later dates. The Board will 
endeavour to minimise the costs associated with these subsequent actions. 
 
 
The Board 
In order to reduce costs, the Company has closed its offices in Cambridge, UK 
and Woburn, MA and has undertaken a redundancy programme so that, at the date of 
this document, the only employees of the Group are the three Executive 
Directors. The Company has given each of the Executive Directors notice of 
termination in respect of their employment and, in the case of Nicolas Higgins 
and Max Herrmann, it is anticipated that their employment with the Company will 
terminate on 31st December 2009. It is proposed that Paul Kemp's employment with 
the Company will be transferred, by operation of law, to Intercytex Limited on 
completion of the Sale of Hair Assets and the Sale of Skin Assets. 
 
 
It is proposed that Nicolas Higgins and Max Herrmann will remain as 
non-executive directors of the Company following the cessation of their 
employment with the Company for a period of up to six months, terminable by one 
month's notice. Nicolas Higgins and Max Herrmann will not be paid by the Company 
for these appointments but will receive reimbursement of any out-of-pocket 
expenses. Max Herrmann will also provide services to the Company, on a 
consultancy basis, from time to time to assist with the winding down of the 
Company's operations and will remain the Company Secretary. John Aston and I 
have both agreed to stay on as non-executive directors without pay but will 
receive reimbursement of any out-of-pocket expenses. 
 
 
Alan Suggett and Paul Kemp will be resigning as directors. The Board thanks both 
Alan and Paul for their contributions to the Company. 
 
 
Effecting transactions in Ordinary Shares following Cancellation 
Following Cancellation, although the Ordinary Shares will remain transferable 
they will no longer be tradable on AIM and no other trading facility will be 
available to enable the trading of the Ordinary Shares. Consequently, there can 
be no guarantee that a Shareholder will be able to purchase or sell any Ordinary 
Shares. Further details regarding off-market transfer of shares in certificated 
form are provided in the circular to shareholders. 
 
 
 
 
 
 
Enquiries 
 
 
For more information, contact: 
 
 
+--------------------------------------------+--------------------------------------------+ 
| Intercytex Group plc                       |                                            | 
+--------------------------------------------+--------------------------------------------+ 
| Nick Higgins, Chief Executive Officer      | Tel: 0161 904 4500                         | 
+--------------------------------------------+--------------------------------------------+ 
| Max Herrmann, Chief Financial Officer      |                                            | 
+--------------------------------------------+--------------------------------------------+ 
|                                            |                                            | 
+--------------------------------------------+--------------------------------------------+ 
| Financial Dynamics                         |                                            | 
+--------------------------------------------+--------------------------------------------+ 
| Jonathan Birt                              | Tel: 0207 269 7205                         | 
+--------------------------------------------+--------------------------------------------+ 
|                                            |                                            | 
+--------------------------------------------+--------------------------------------------+ 
| Piper Jaffray Ltd                          |                                            | 
+--------------------------------------------+--------------------------------------------+ 
| Neil Mackison                              | Tel: 0203 142 8700                         | 
| Graeme Smethurst                           |                                            | 
+--------------------------------------------+--------------------------------------------+ 
 
 
Intercytex' shares are listed on the Alternative Investment Market of the London 
Stock Exchange under the ticker symbol ICX.L. 
 
 
Additional information on the Company can be found at www.intercytex.com 
 
 
Statements contained within this press release may contain forward-looking 
information or statements with respect to the financial condition, results of 
operations and business achievements/performance of Intercytex and certain of 
the plans and objectives of management of Intercytex with respect thereto. By 
their nature, forward-looking statements involve risks and uncertainties that 
may cause actual results to vary from those contained in the forward-looking 
statements. In some cases, you can identify such forward-looking statements by 
terminology such as 'may', 'will', 'could', 'forecasts', 'expects', 'plans', 
'anticipates', 'believes', 'estimates', 'predicts', 'potential', 'continue' or 
similar expressions.  A number of factors, including the satisfactory progress 
of research and development, could cause Intercytex' actual financial condition, 
results of operations and business achievements/performance to differ materially 
from the estimates made or implied in such forward-looking statements and, 
accordingly, reliance should not be placed on such statements. Forward 
projections reflect management's best estimates based on information available 
at the time of issue and are not a guarantee of future performance. Other than 
as required by applicable law, Intercytex does not undertake any obligation to 
update or revise any forward-looking information or statements to reflect events 
or circumstances after the date of this release. 
 
 
The term "Intercytex" refers to Intercytex Group plc and its subsidiary 
undertakings. 
 
This information is provided by RNS 
            The company news service from the London Stock Exchange 
   END 
 
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