News

 

London, 15 February 2006

Announcement from the London Stock Exchange

Regulatory Announcement

Company     General Industries PLC
TIDM           GNI
Headline      Result of EGM and Placing
Released     13:56 15-Feb-06
Number 4633Y
RNS Number:4633Y General Industries PLC 15 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 "the Company") held today all the resolutions were passed. These approved the acquisition of ImmuPharma PLC ("ImmuPharma"), an increase in the authorised share capital and powers of allotment; and the change of General Industries PLC's name to ImmuPharma PLC.

The change of name will be effective when Companies House issues the relevant certificate of incorporation on change of name. Existing share certificates bearing the name General Industries PLC will cease to be valid on 28 February 2006. New share certificates showing the Company's new name will be posted on or about 28 February 2006. During the interim period (if any) transfers will be certified against the register.

A resolution was also passed (on a poll) at the Extraordinary General Meeting approving the waiver of a potential Takeover Code requirement for a general offer for GI which would otherwise arise from the allotment of over 30% of the enlarged issued share capital of the Company to Dr Robert Zimmer and members of his family. Dr Zimmer and his family are vendors of ImmuPharma and are being allotted 23,215,194 new Shares in the Company in exchange for their holdings of ImmuPharma shares. In addition Dr Zimmer, who is the Chief Scientific Officer, has been granted options to subscribe for 750,000 Shares. Accordingly Dr Zimmer and his family could hold up to 23,965,194 Shares (representing 35.2% of the enlarged 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 the Admission of the enlarged issued share capital to trading on AIM, which is expected to take place on 17 February 2006.

At a board meeting following the Extraordinary General Meeting today, Richard Warr, Dr Robert Zimmer, Dimitri Dimitriou, Patrick Walker-Taylor, Douglas Paterson and Anthony Johnson were appointed to the board following which Richard Wollenberg, Anthony Shakesby, Derek Joseph and Ian Reynolds resigned.

Dawnay, Day Corporate Finance Ltd ("Dawnay Day") has been appointed as the Company's Nominated Adviser and KBC Peel Hunt Ltd continues to act as the Company'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 General Industries PLC

Dawnay Day is acting for GI in its capacity as Nominated Adviser and for ImmuPharma and no-one else. It will not be responsible to any other person for providing the protection afforded to customers of Dawnay Day or for giving advice in relation to the reverse takeover or Placing.

KBC Peel Hunt Ltd is acting for GI and no-one else and will not be responsible to any other person for providing the protection afforded to customers of KBC Peel Hunt Ltd or for giving advice in relation to the reverse takeover or Placing.

This announcement does not constitute an offer or invitation to subscribe for securities.

This information is provided by RNS The company news service from the London Stock Exchange

END

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