17 July 2013
TiGenix to Raise Capital via a Private Placement of New Ordinary Shares
Leuven, Belgium – July 17, 2013, 18:00h – TiGenix NV (Euronext Brussels: TIG) today announced the launch of a private placement of new ordinary shares for a targeted amount of EUR 5 million. The Company may increase this amount without exceeding the limits of its authorized share capital. 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 intends to use the proceeds of the private placement mainly for pursuing market access and reimbursement and advancing the commercial launch and roll out of ChondroCelect in selected European markets and for advancing the Company’s Phase III clinical trial in complex perianal fistulas in patients with Crohn’s disease (Cx601).
In addition to the capital increase, the Company is currently also working towards, among others, an increase of the projected revenues of ChondroCelect, the partnering of Cx601 and the monetizing of certain assets such as the Dutch manufacturing facility. Therefore, although acapital increase of EUR 5 million is in itself not sufficient to cover the working capital needs of the Company for the next 12 months, it is one of the elements in an action plan of the Company with a view to obtaining additional funding.
The new shares will be placed through an accelerated bookbuilding procedure. The placing will start on July 17, 2013. 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 information about forward-looking statements
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.
Certain statements in this press release, as well as oral statements that may be made by the Company or by officers, directors or employees acting on their behalf relating to the subject matter hereof, may be considered “forward-looking”. Such forward-looking statements are based on current expectations, and, accordingly, entail and are influenced by various risks and uncertainties. Forward-looking statements may be identified by references to strategy, plans, objectives, goals, future events or intentions. Forward-looking statements involve a number of known and unknown risks, uncertainties and other factors, many of which are difficult to predict and generally beyond the control of the Company. Forward-looking statements may and often do differ materially from actual results. The Company therefore cannot provide any assurance that such forward looking statements will materialize. Additional information concerning risks and uncertainties affecting the business and other factors that could cause actual results to differ materially from any forward-looking statement is contained in the Company’s Annual Report. Forward-looking statements speak only as of the date they are made. The Company expressly disclaims any obligation or undertaking to update, review or revise any forward-looking statement contained in this announcement whether as a result of new information, future developments or otherwise.
Important notices regarding the placing
This press release is for information purposes only and 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 (the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold, resold, transferred or delivered, directly or indirectly, 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, Canada, Australia or Japan.
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.