ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES (“AIM RULES”)

 

COMPANY NAME:

Medgenics, Inc.

 

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

Registered Office - 2711 Centreville Road, Suite 400, Wilmington, 19808, New Castle,  Delaware, USA.

 

Trading Address - 12 Hanapach Street, P.O. Box 6314, Karmiel 21653, Israel

 

COUNTRY OF INCORPORATION:

Delaware, USA

 

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.medgenics.com

 

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING STRATEGY).  IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Medgenics, Inc. is the US incorporated holding company of a biopharmaceutical group.  The Group’s research & development and administrative operations are conducted by Medgenics Medical (Israel) Limited, the Company’s wholly owned subsidiary, from premises in Karmiel, Israel. 

The Group is at the clinical trial stage of testing the safety and efficacy of its proprietary Biopump Platform Technology, centred on a biological protein pump (a Biopump), designed to enable patients to produce (in their own bodies), on a long-term basis, their own natural human protein therapy. The Group is developing a specific Biopump producing an appropriate therapeutic protein for the treatment of each of a range of chronic diseases such as anaemia and hepatitis C to replace costly factory-produced proteins delivered via frequent, painful bolus injections and their associated adverse side effects. 

The worldwide market for protein therapy was valued at over US $51 billion in 2005 and is forecast to reach US $87 billion by 2010.  The Directors estimate that the Group’s Biopump Platform Technology could potentially be applied to a substantial part of this market, starting with proteins to treat anaemia (EPO) and then hepatitis C (IFN).  In 2006, EPO injections to treat anaemia generated revenues of US $11.9 billion and IFN-α injections for treatment of patients with hepatitis C and some forms of cancer generated revenues of US $2.8 billion.  The Directors have therefore identified the anaemia and hepatitis C markets as first priorities for applying the Biopump Platform Technology, although the current fundraising will only allow focus on the EPODURE application.

 

The Biopump platform uses a toothpick size sliver of dermal tissue, which is removed from under the patient,’s skin (under local anaesthesia on an outpatient basis) and processed to produce and secrete the required therapeutic protein.  The dermal tissue is processed in vitro with a viral vector, specifically developed to be non-immunogenic, to introduce the selected gene into the tissue’s cells, enabling them to produce the selected protein, thus converting the intact dermal tissue into a sustained-action Biopump.  Between one and two weeks after the initial dermal tissue extraction, the required number of Biopumps (depending on the rate of protein production and the patient’s individual requirement) are re-implanted under the patient’s skin, where they are designed to supply the required therapeutic protein within the required dosage range for four-to-six months (or potentially longer).  The Biopump Platform Technology is essentially designed to function as a protein production plant within the patient.

 

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

A minimum of 104,076,120 Common Shares subject to Reg. S restrictions

CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

A minimum of £3,230,105 to be raised (net of costs)

 

Estimated Market Capitalisation on Admission - £10,407,612

 

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

22.8%

 

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

 

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Eugene (Gene) Andrew Bauer M.D. (Non-Executive Chairman)

Andrew (Andy) Leonard Pearlman Ph.D. (President and CEO)

Stephen Devon McMurray M.D. (Non-Executive Director)

Gary Allan Brukardt (Non-Executive Director)

Joel Stephen Kanter (Non-Executive Director)

 

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

Name

Before Admission

After Admission

Joel Kanter

12.8

8.6

Alta California Partners III L.P.

11.2

7.1

Platinum-Montaur Life Sciences 1, LLC

-

6.9

Vision Opportunity Master Fund Ltd.

8.6

6.8

Koor Corporate Venture Capital, L.P.

8.2

5.2

Lord Leonard Steinberg

5.8

4.6

CIBC Trust Company (Bahamas) Ltd. As Trustee of T-555

5.3

3.4

Chicago Investments Inc.

4.8

3.1

Yissum Research and Development Company of the Hebrew University of Jerusalem

4.0

2.6

Nicholas Lebetkin

3.9

2.5

 

 

 

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

None

(i)                  ANTICIPATED ACCOUNTING REFERENCE DATE

(ii)                DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED

(iii)               DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i)                   31 December

(ii)                 30 June 2007

(iii)                30 June 2008 (annual report), 30 September 2008 (Interim), 30 June 2009 (annual report)

 

EXPECTED ADMISSION DATE:

4 December 2007

 

NAME AND ADDRESS OF NOMINATED ADVISER:

Blomfield Corporate Finance Limited

12 Pepper Street

London E14 9RP

 

NAME AND ADDRESS OF BROKER:

SVS Securities plc

2 London Wall Buildings

London Wall

London  EC2M 5PP

 

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The admission document, which contains full details about the applicant and the admission of its securities, will be available from:

 

Blomfield Corporate Finance Limited

12 Pepper Street

London E14 9RP

 

www.blomfieldcf.com

 

DATE OF NOTIFICATION:

19 November 2007

 

NEW/ UPDATE:

New