15th Feb 2006 13:56
General Industries PLC15 February 2006 Press Release General Industries PLC Result of EGM and Placing Reverse Takeover of ImmuPharma approved For immediate release 15th February 2006 At the Extraordinary General Meeting of General Industries PLC ("GI" or "theCompany") held today all the resolutions were passed. These approved theacquisition of ImmuPharma PLC ("ImmuPharma"), an increase in the authorisedshare capital and powers of allotment; and the change of General IndustriesPLC's name to ImmuPharma PLC. The change of name will be effective when Companies House issues the relevantcertificate of incorporation on change of name. Existing share certificatesbearing the name General Industries PLC will cease to be valid on 28 February2006. New share certificates showing the Company's new name will be posted on orabout 28 February 2006. During the interim period (if any) transfers will becertified against the register. A resolution was also passed (on a poll) at the Extraordinary General Meetingapproving the waiver of a potential Takeover Code requirement for a generaloffer for GI which would otherwise arise from the allotment of over 30% of theenlarged issued share capital of the Company to Dr Robert Zimmer and members ofhis family. Dr Zimmer and his family are vendors of ImmuPharma and are beingallotted 23,215,194 new Shares in the Company in exchange for their holdings ofImmuPharma shares. In addition Dr Zimmer, who is the Chief Scientific Officer,has been granted options to subscribe for 750,000 Shares. Accordingly Dr Zimmerand his family could hold up to 23,965,194 Shares (representing 35.2% of theenlarged issued share capital). The final placing statistics are as follows: Placing Price 42.5p Number of Placing Shares 5,188,149 Number of Shares in issue following the acquisition of ImmuPharma and the Placing 68,138,149 Gross proceeds of the Placing £2,204,963 The enlarged issued share capital comprises (in percentage terms): Existing GI shares 6.2% Placing Shares 7.6% Consideration Shares issued to the ImmuPharma vendors 86.2% The acquisition of ImmuPharma and the Placing are now only conditional on theAdmission of the enlarged issued share capital to trading on AIM, which isexpected to take place on 17 February 2006. At a board meeting following the Extraordinary General Meeting today, RichardWarr, Dr Robert Zimmer, Dimitri Dimitriou, Patrick Walker-Taylor, DouglasPaterson and Anthony Johnson were appointed to the board following which RichardWollenberg, Anthony Shakesby, Derek Joseph and Ian Reynolds resigned. Dawnay, Day Corporate Finance Ltd ("Dawnay Day") has been appointed as theCompany's Nominated Adviser and KBC Peel Hunt Ltd continues to act as theCompany's broker. Enquiries: Richard Warr, Executive Chairman Tel: 020 7152 4080 Dr Robert Zimmer, President of ImmuPharma Tel: 0033 389 57 86 00 David Floyd, Dawnay, Day Corporate Finance Ltd Tel: 020 7509 4570 Capel Irwin, KBC Peel Hunt Ltd Tel: 020 7418 8907 Caroline Cecil, Caroline Cecil Associates Tel: 020 7610 4110 The persons responsible for this announcement are the directors of GeneralIndustries PLC Dawnay Day is acting for GI in its capacity as Nominated Adviser and forImmuPharma and no-one else. It will not be responsible to any other person forproviding the protection afforded to customers of Dawnay Day or for givingadvice in relation to the reverse takeover or Placing. KBC Peel Hunt Ltd is acting for GI and no-one else and will not be responsibleto any other person for providing the protection afforded to customers of KBCPeel Hunt Ltd or for giving advice in relation to the reverse takeover orPlacing. This announcement does not constitute an offer or invitation to subscribe forsecurities. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Immupharma