Director/PDMR Shareholding and Issue of Equity

REGENERSIS PLC

(the "Company")

Issue of new shares, Director/PDMR shareholdings and total voting rights

The Company announces that on 14 March 2013 it issued 1,007,563 ordinary shares of 2 pence each ("Ordinary Shares") in satisfaction of the Incentive Share Plan 1 ("ISP1"), which vested on the 22 February 2013.

The shares were issued at a price of 2 pence per share pursuant to the Regenersis Incentive Share Plan.

As a result of the above, the following director's interests in shares has changed as follows:

*Shares received by Hanover Participation Partnership LP; Matthew Peacock has an indirect interest in these shares as a result of his position in Hanover Investors Management LLP.

Following this, the combined resultant holding of Hanover Investors Management LLP and its connected parties is 10,702,887 Ordinary Shares, representing 23.06% of the Company's increased issued share capital of 46,415,386 Ordinary Shares. 

Following this, Jog Dhody's holding is 301,035 Ordinary Shares, representing 0.65% of the Company's increased issued share capital of 46,415,386 Ordinary Shares. 

Application has now been made for the admission of the 1,007,563 new Ordinary Shares, as referred to above, to be admitted to trading on AIM. The new Ordinary Shares will rank pari passu with the existing issued Ordinary Shares of the Company.

It is expected that admission will become effective and that dealings will commence in the new Ordinary Shares on 20 March 2013 ("Admission"). Following Admission, the Company confirms that its total issued share capital will comprise 46,415,386 Ordinary Shares of 2 pence each. No Ordinary Shares are held in treasury and hence the number of Ordinary Shares with voting rights will be 46,415,386 Ordinary Shares. 

The figure of 46,415,386 Ordinary Shares may therefore 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 a change to their interest in, the share capital of Regenersis under the FSA's Disclosure and Transparency Regime.

The figure of 44,995,905 Ordinary Shares may therefore be used by Shareholders in the basic EPS calculations.

Following consultation with shareholders, the Company has, today, implemented a new incentive and performance arrangement called Incentive Share Plan 2 ("ISP2"), via the award of conditional rights to beneficiaries to acquire Ordinary Shares.

Holders will be entitled to be issued a number of Ordinary Shares (or a cash alternative at the Company's discretion) equal to a percentage of the growth in shareholder value achieved by the Company in the period ending 13 March 2016, above a base value of 193.5 pence per share (to be adjusted in future in the event of capital raises and distributions). This is subject to conditions set by the Remuneration Committee, with provisions for early vesting in the event of a takeover of the Company or the share price increasing above 293.5 pence for a 30 day period.

The beneficiaries will include Hanover Investors ("Hanover"), Jog Dhody and other employees. The awards made are:

\* These shares have been received by Hanover Participation Partnership LP; Matthew Peacock has an indirect interest in these shares as a result of his position in Hanover Investors Management LLP.

**As part of these agreements Hanover will provide, under the terms of a service agreement, business and strategic planning advice to Regenersis and also Matthew Peacock in the role of Executive Chairman.

Other employees may be granted entitlements under this new scheme by the Company with a total value of 4.84% such that the total value of the shareholder growth allocated to Directors and employees will not exceed 12% under the ISP2.

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