TiGenix: Notice In Relation To The Convertible Bonds Due 2018
Leuven (BELGIUM) - 3 July 2015 - TiGenix NV (Euronext Brussels: TIG; the "Issuer"), an advanced biopharmaceutical company focused on developing and commercialising novel therapeutics from its proprietary platform of allogeneic expanded adipose-derived stem cells in inflammatory and autoimmune diseases, is giving this notice in relation to the €25,000,000 9% senior unsecured convertible bonds due 2018 (ISIN Code: BE6276591128) (the "Bonds") issued by the Issuer.
It is hereby announced that on 25 June 2015, among others, the following Extraordinary Resolutions were passed pursuant to Condition 13.1 and paragraphs 25 and 26 of Schedule 1 to the Trust Deed:
(a) assent to the waiver of the Issuer's obligations set out in Condition 11(l), namely that the Issuer shall "make or cause to be made an application for the Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange or any other internationally recognised, regularly operating, regulated or non-regulated stock exchange (the "Admission") within three months following the Closing Date and to use its best endeavours to maintain such Admission for so long as any of the Bonds remain outstanding";
(b) assent to the waiver of each of the Issuer's and the Guarantor's obligations set out in Clause 13(k) of the Trust Deed, namely that the Issuer and the Guarantor shall "use its best endeavours to maintain the listing of the Bonds on the Stock Exchange";
(c) authorise, direct, request and empower the Trustee to concur, pursuant to Clause 18 of the Trust Deed, in granting the waivers referred to in paragraphs (a) and (b) so that Condition 11(l) and Clause 13(k) of the Trust Deed are deemed deleted and, in order to give effect thereto and to implement the same, forthwith to execute a supplemental trust deed.
On 25 June 2015, the Issuer, TiGenix S.A.U. (the "Guarantor") and BNP Paribas Trust Corporation UK Limited (the "Trustee") entered into a first supplemental trust deed (the "First Supplemental Trust Deed") to effect the above waivers. Interpretation
Save as otherwise defined in this notice, words and expressions used herein have the meanings given to them in the trust deed dated 6 March 2015 (as supplemented by the First Supplemental Trust Deed and as further modified and/or supplemented and/or amended from time to time) and made between the Issuer, the Guarantor and the Trustee (the "Trust Deed").
For more information:
Claudia D'Augusta
Chief Financial Officer
T: +34 91 804 92 64
Claudia.daugusta@tigenix.com
About TiGenix
TiGenix NV (Euronext Brussels: TIG) is an advanced biopharmaceutical company focused on developing and commercialising novel therapeutics from its proprietary platform of allogeneic, or donor-derived, expanded adipose-derived stem cells, known as eASCs, in inflammatory and autoimmune diseases. Two products from this technology platform are currently in clinical development. Cx601 is in Phase 3 for the treatment of complex perianal fistulas in Crohn's disease patients. Cx611 is in Phase 2b for early rheumatoid arthritis, and in Phase 1b for severe sepsis. TiGenix also developed ChondroCelect, an autologous cell therapy product for cartilage repair of the knee, which was the first Advanced Therapy Medicinal Product (ATMP) to be approved by the European Medicines Agency (EMA). From June 2014, the marketing and distribution rights of ChondroCelect have been exclusively licensed to Sobi for the European Union (except for Finland, where it is distributed by the Finnish Red Cross Blood Service), Norway, Russia, Switzerland and Turkey, and the countries of the Middle East and North Africa. TiGenix is headquartered in Leuven (Belgium) and has operations in Madrid (Spain). For more information, please visit www.tigenix.com.
Help employers find you! Check out all the jobs and post your resume.
It is hereby announced that on 25 June 2015, among others, the following Extraordinary Resolutions were passed pursuant to Condition 13.1 and paragraphs 25 and 26 of Schedule 1 to the Trust Deed:
(a) assent to the waiver of the Issuer's obligations set out in Condition 11(l), namely that the Issuer shall "make or cause to be made an application for the Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange or any other internationally recognised, regularly operating, regulated or non-regulated stock exchange (the "Admission") within three months following the Closing Date and to use its best endeavours to maintain such Admission for so long as any of the Bonds remain outstanding";
(b) assent to the waiver of each of the Issuer's and the Guarantor's obligations set out in Clause 13(k) of the Trust Deed, namely that the Issuer and the Guarantor shall "use its best endeavours to maintain the listing of the Bonds on the Stock Exchange";
(c) authorise, direct, request and empower the Trustee to concur, pursuant to Clause 18 of the Trust Deed, in granting the waivers referred to in paragraphs (a) and (b) so that Condition 11(l) and Clause 13(k) of the Trust Deed are deemed deleted and, in order to give effect thereto and to implement the same, forthwith to execute a supplemental trust deed.
On 25 June 2015, the Issuer, TiGenix S.A.U. (the "Guarantor") and BNP Paribas Trust Corporation UK Limited (the "Trustee") entered into a first supplemental trust deed (the "First Supplemental Trust Deed") to effect the above waivers. Interpretation
Save as otherwise defined in this notice, words and expressions used herein have the meanings given to them in the trust deed dated 6 March 2015 (as supplemented by the First Supplemental Trust Deed and as further modified and/or supplemented and/or amended from time to time) and made between the Issuer, the Guarantor and the Trustee (the "Trust Deed").
For more information:
Claudia D'Augusta
Chief Financial Officer
T: +34 91 804 92 64
Claudia.daugusta@tigenix.com
About TiGenix
TiGenix NV (Euronext Brussels: TIG) is an advanced biopharmaceutical company focused on developing and commercialising novel therapeutics from its proprietary platform of allogeneic, or donor-derived, expanded adipose-derived stem cells, known as eASCs, in inflammatory and autoimmune diseases. Two products from this technology platform are currently in clinical development. Cx601 is in Phase 3 for the treatment of complex perianal fistulas in Crohn's disease patients. Cx611 is in Phase 2b for early rheumatoid arthritis, and in Phase 1b for severe sepsis. TiGenix also developed ChondroCelect, an autologous cell therapy product for cartilage repair of the knee, which was the first Advanced Therapy Medicinal Product (ATMP) to be approved by the European Medicines Agency (EMA). From June 2014, the marketing and distribution rights of ChondroCelect have been exclusively licensed to Sobi for the European Union (except for Finland, where it is distributed by the Finnish Red Cross Blood Service), Norway, Russia, Switzerland and Turkey, and the countries of the Middle East and North Africa. TiGenix is headquartered in Leuven (Belgium) and has operations in Madrid (Spain). For more information, please visit www.tigenix.com.
Help employers find you! Check out all the jobs and post your resume.