20 December 2012
TiGenix Completes Private Placement Raising EUR 6.7 million
Leuven, Belgium – 20 December 2012 – TiGenix NV (Euronext Brussels: TIG) announces today that it has raised EUR 6.7 million through a private placement via the accelerated bookbuilding procedure announced on 19 December 2012 after the market closed.
The private placement has allowed TiGenix to place 8,629,385 new shares with a wide range of domestic and international investors at a price of EUR 0.78 per share, a 9.30% discount on the average closing price of the TiGenix share over the 30 day period preceding 20 December 2012. This represents 9.41% of the current number of outstanding shares and will bring the total number of shares after the issue to 100,288,586. The new shares will be admitted to listing on NYSE Euronext Brussels following their issuance, which is expected to take place on 27 December 2012.
The placement generated a total demand of more than twice the number of shares placed.
Important notices regarding the placing
This press release is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy shares in the share capital of TiGenix NV (the “Company”). This announcement has been issued by and is the sole responsibility of the Company.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered or sold in the United States except pursuant to registration under, or an exemption from the registration requirements of, the Securities Act. There will be no public offering of securities in the United States.
In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”), an offer to the public of any shares which are subject to the placement may not be made in that Relevant Member State, except that an offer in that Relevant Member State of any shares may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented in that Relevant Member State: (i) to legal entities which are qualified investors as defined under the Prospectus Directive; (ii) to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or (iii) in any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of shares shall result in a requirement to publish a prospectus pursuant to Article 3 of the Prospectus Directive. For the purposes of this provision, the expression an “offer to the public” in relation to any shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares to be offered so as to enable an investor to decide to purchase any shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.