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Medgenics Inc (MEDG)

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Tuesday 07 January, 2014

Medgenics Inc

Issue of Options and Restricted Shares

RNS Number : 1221X
Medgenics Inc
07 January 2014
 

 

 

 

 

 

Press Release

7 January 2014

 

Medgenics, Inc.

(the "Company")

 

Issue of Options and Restricted Shares to Directors

 

Medgenics, Inc. (NYSE MKT: MDGN and  AIM: MEDU, MEDG), the developer of a novel technology for the sustained production and delivery of therapeutic proteins in patients using their own tissue, announces that, on 2 January 2014 it (i) granted options to subscribe for 15,000 shares of the Company's common stock, par value US$0.0001 ("Common Shares") ("Options") and (ii) made a restricted share award of 7,000 Common Shares  ("Restricted Shares") to each of Sol Barer, Isaac Blech,  Alastair Clemow, Wilbur "Bill" Gantz, Joseph Grano, Jr., Joel Kanter, Stephen McMurray, and Andrew Pearlman, all non-executive directors of the Company, as part of their remuneration for the year.

 

50% of these Restricted Shares were vested on 3 January, 2014 and the remaining 50% will be vested one year from the date awarded, 2 January 2014 (the "Reference Date").  All of the Options are for a term of 10 years commencing on the Reference Date, vest in equal instalments on each of the first three anniversaries of the Reference Date and have an exercise price of US$6.50 or, based on an exchange rate of £1=US$1.65, 394 pence per Common Share, being the MDGN closing price on the Reference Date as reported on NYSE MKT.

 

These awards of Restricted Shares and Options were made pursuant to the terms of the Company's 2006 Stock Incentive Plan (as amended, the "2006 Stock Plan") previously approved by the Company's stockholders and in accordance with the Board approved non-executive director compensation program, adopted on 22 March 2010 and amended on 9 December 2011 and 16 October  2012, which provides for each non-executive director: annual grants of options to purchase 15,000 Common Shares and awards of 7,000 Restricted Shares; an annual cash retainer fee of $15,000; and meeting attendance fees ranging from $1,000 to $2,500 per meeting, depending on the location and type of meeting. In addition, committee chairmen are entitled to an annual cash fee of $5,000.

 

This announcement is being made pursuant to the London Stock Exchange's AIM Rules for Companies admitted to trading on the AIM market.

 

Following the award of the Restricted Shares and grant of the Options to the non-executive Directors, the interests of the directors of the Company and their related parties and other significant shareholders in the Common Shares of which the Company is aware will be as follows:

 


Name

Number of Common Shares


% of Issued Share Capital

Instrument

Number

Expiry Date

Exercise Price

Total Interests

 % of Issued Share Capital











Isaac Blech (Director) & related parties1

1,662,971













Warrant

230,357

Sept. 22, 2015

$4.54







Warrant

200,000

Apr. 12, 2016

$6.00







Warrant

400,000

Apr. 12, 2016

$6.00







Warrant

400,000

Apr. 12, 2016

$6.00







Option

19,068

Dec. 10, 2020

$6.65







Option

15,000

Jan. 2,  2022

$2.66







Option

15,000

Jan. 2,  2023

$7.25







Option

50,000

Nov. 11, 2023

$6.70







Option

15,000

Jan. 2,  2024

$6.50




3,500

*








Total

1,666,471


9.0%


1,344,425



3,010,896

16.2%

Michael F. Cola

-













Option

1,500,000

Sept. 13, 2023

$4.22



Total

-


0.0%


1,500,000



1,500,000

8.1%

Sol Barer (Director)

115,500













Option

900,000

June 30, 2017

$10.80







Option

15,000

Jan. 2,  2023

$7.25







Option

400,000

Sept. 13, 2023

$5.22







Option

15,000

Jan. 2,  2024

$6.50




3,500

*








Total

119,000


0.6%


1,330,000



1,449,000

7.8%

Joel S. Kanter (Director) & related parties2

1,217,832













Warrant

26,785

Sept. 22, 2015

$4.54







Warrant

15,450

Apr. 12, 2016

$4.99







Option

28,571

Sept. 14, 2020

$8.19







Option

8,571

Jan. 11,  2021

$6.55







Option

15,000

Jan. 3,  2022

$2.66







Option

15,000

Jan. 2,  2023

$7.25







Option

50,000

Nov. 11, 2023

$6.70







Option

15,000

Jan. 2,  2024

$6.50




3,500

*








Total

1,221,332


6.6%


174,377



1,395,709

7.5%

Andrew L.  Pearlman (Director) & related parties4

38,875













Warrant

35,922

Mar. 31, 2016

$0.00







Warrant

882,240

Mar. 31, 2016

$2.49







Option

182,806

Sept. 13, 2014

$2.49







Option

80,000

Sept. 13, 2014

$3.14







Option

15,000

Jan. 2,  2024

$6.50




3,500

*








Total

42,375


0.2%


1,195,968



1,238,343

6.7%

Chicago Investments, Inc.3

637,008













Warrant

5,357

Sept. 22, 2015

$4.54







Warrant

8,368

Apr. 12, 2016

$4.99



Total

637,008


3.4%


13,725



650,733

3.5%

CIBC Trust Company
(Bahamas) Limited, as
Trustee of T-555
3

349,386













Warrant

10,714

Sept. 22, 2015

$4.54







Warrant

5,150

Apr. 12, 2016

$4.99



Total

349,386


1.9%


15,864



365,250

2.0%

Joseph J. Grano, Jr. (Director)

3,500













Option

300,000

Mar. 15, 2018

$4.99







Option

15,000

Jan. 2,  2024

$6.50




3,500

*








Total

7,000


0.0%


315,000



322,000

1.7%

Wilbur H. (Bill) Gantz (Director)

3,500













Option

300,000

Oct. 15, 2018

$6.29







Option

15,000

Jan. 2,  2024

$6.50




3,500

*








Total

7,000


0.0%


315,000



322,000

1.7%

Eugene A. Bauer (Director)

167,302













Option

28,571

Sept. 14, 2020

$8.19







Option

50,000

Nov. 11, 2023

$6.70




28,572

*








Total

195,874


1.1%


78,571



274,445

1.5%











Stephen D. McMurray  (Director)

90,335













Warrant

644

Apr. 12, 2016

$4.99







Option

12,857

Jan. 11,  2021

$6.55







Option

28,571

Sept. 14, 2020

$8.19







Option

15,000

Jan. 3,  2022

$2.66







Option

15,000

Jan. 2,  2023

$7.25







Option

50,000

Nov. 11, 2023

$6.70







Option

15,000

Jan. 2,  2024

$6.50




3,500

*








Total

93,835


0.5%


137,072



230,907

1.2%

Alastair Clemow (Director)

22,000













Option

12,857

Sept. 13, 2020

$8.19







Option

12,857

Jan. 11,  2021

$6.55







Option

15,000

Jan. 3,  2022

$2.66







Option

15,000

Jan. 2,  2023

$7.25







Option

50,000

Nov. 11, 2023

$6.70







Option

15,000

Jan. 2,  2024

$6.50




3,500

*








Total

25,500


0.1%


120,714



146,214

0.8%

 

·      Restricted shares

Notes

1 Included within the interests of Isaac Blech are his interests in:

I.           845,471 Common shares  and warrants to subscribe for 430,357 Common shares  held by River Charitable f\b\o Isaac Blech

II.          400,000 Common shares  and warrants to subscribe for 400,000 Common shares  held by Liberty Charitable Remainder Trust f\b\o Isaac Blech

III.         400,000 Common shares  and warrants to subscribe for 400,000 Common shares  held by West Charitable Remainder Unitrust

 

2 Included within the interests of Joel Kanter are his interests in:

I.           106,889 Common Shares and warrants to subscribe for 12,646 Common shares held by the Kanter Family Foundation, an Illinois not-for-profit corporation of which Mr. Kanter is the President and is a Director;

II.          349,388 Common Shares and warrants to subscribe for 28,721 Common shares held by CIBC Trust Company (Bahamas) Limited ("CIBC"). CIBC is the trustee of Settlement T-555 (the "CIBC Trust"). The CIBC Trust was established for the benefit of various descendants of (i) Helen and Henry Krakow, and (ii) Beatrice and Morris Kanter. Mr. Kanter is a discretionary beneficiary of the CIBC Trust. Sole voting and investment control of the Common Shares owned by the CIBC Trust is vested in CIBC as trustee of the CIBC Trust;

III.         637,008 Common Shares and warrants to subscribe for 13,725 Common shares held by Chicago Investments, Inc. ("CII"). CII is a majority-owned subsidiary of Chicago Holdings, Inc. ("CHI"). CHI is majority owned by various trusts (together the "Kanter Trusts") established for the benefit of various descendants of (i) Helen and Henry Krakow, and (ii) Beatrice and Morris Kanter. Joel Kanter is a discretionary beneficiary of some, but not all, of the Kanter Trusts. Sole voting and investment control of the Common Shares owned by CII is vested in Mr. Kanter's brother, Joshua Kanter, as President of CII; and

IV.        6,870 Common Shares held by Chicago Private Investments, Inc ("CPI"). CPI is a wholly owned subsidiary of The Holding Company ("THC"). THC is owned by Kanter Trusts. Sole voting and investment control of the shares of the Company owned by CPI is vested in Mr. Kanter's brother, Joshua Kanter, as President of CPI.

3 For the purpose of the AIM Rules, also included within the interests of Joel Kanter (Director)..

For the purposes of applicable US Securities Laws and regulations, Mr. Kanter disclaims all beneficial and pecuniary interest to the Common Shares held by CII and CPI and the CIBC Trust. Such disclaimer does not affect Mr. Kanter's status as a discretionary beneficiary under the Kanter Trusts or the CIBC Trust.

 

4 Including interests in 94 Common shares held by family members and 1,719 Common Shares and warrants to subscribe for 35,922 Common shares held by ADP Holdings LLC, a company in which Andrew Pearlman is interested, and 177,050 warrants held by trusts of which Dr. Pearlman is a trustee.


 

For further information, contact:

 

For further information, contact:

 

Medgenics, Inc.

John Leaman, CFO

[email protected]


Abchurch Communications

Harriet Rae

Joanne Shears

Jamie Hooper

[email protected]

 

Phone: +44 207 398 7719

Oriel Securities (NOMAD & Broker)

Jonathan Senior

Giles Balleny

 

Phone: +44 207 710 7617

 



 


 


 

 

 

 

- ENDS -


This information is provided by RNS
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