FGN Futuragene

 

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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