19 December 2012
TiGenix to Raise Capital via a Private Placement of New Ordinary Shares
Leuven, Belgium – 19 December 2012 – TiGenix NV (Euronext Brussels: TIG) today announced that it will launch a private placement of up to 8,629,385 new ordinary shares. The Board of Directors will disapply the preferential subscription rights of existing shareholders in connection with the intended capital increase, which will take place within the limits of the authorized share capital in accordance with article 6 of the articles of association of TiGenix NV.
TiGenix will use the funds mainly for the commercial roll out of ChondroCelect in selected European markets and for progressing with the clinical development of Cx601 in complex perianal fistulas in Crohn’s patients.
The new shares will be placed through an accelerated bookbuilding procedure. The placing will start on 19 December 2012. The Company has asked the Financial Services and Markets Authority (FSMA) to suspend its shares from trading on NYSE Euronext Brussels. Trading in the share will resume shortly following the publication of the results of the placing.
The Company will announce the results of the placing as soon as possible after closing of the bookbuilding.
Important notices regarding the placing
This press release does not constitute, and should not be construed as, an offer to sell or the solicitation of an offer to buy or subscribe to any securities of the Company, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale is not permitted or to any person or entity to whom it is unlawful to make such offer, solicitation or sale. There will be no public offer of securities for sale into Belgium, the United States, Canada, Australia or Japan or in any jurisdiction in which such offer or solicitation is unlawful. 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 ProspectusDirective; (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.