Certain technical and administrative guidelines with regard to the public-to-private and financing transaction between

Transcription

1 Certain technical and administrative guidelines with regard to the public-to-private and financing transaction between Amsterdam Molecular Therapeutics (AMT) Holding N.V. in liquidation ISIN Code NL and -. I U*'*- ' M K ft?*'i" uniqure B.V. ISIN Code NL Technical Information Memorandum to Admitted Institutions of NYSE Euronext Amsterdam N.V. and Eurociear Netherlands IMPORTANT INFORMATION - READ CAREFULLY This Technical Information Memorandum (the "TIM") is intended only to inform the members of NYSE Euronext Amsterdam and the admitted institutions of Eurociear Netherlands (the "Admitted Institutions") about certain administrative and technical guidelines in relation to the public-to-private and financing transaction (the "Transaction") between Amsterdam Molecular Therapeutics (AMT) Holding N.V. in liquidation (in liquidatie) ("AMT") and uniqure B.V. ("uniqure"), as further set out in a shareholder circular dated 17 February 2012 (the "Shareholder Circular") addressed to all AMT shareholders. As indicated and detailed in the Shareholders Circular, the Transaction inter alia encompasses the dissolution and liquidation of AMT, which shall result in the distribution of depositary receipts (certificaten van aandelen) for (class B) ordinary shares in uniqure ("uniqure DRs") plus any additional liquidation surplus (the "Distribution") to holders of shares in AMT with certain eligible AMT shareholders being entitled to exchange their uniqure DRs for an equal number of (class A) ordinary shares in uniqure (the "Exchange Offer"), and ultimately AMT delisting from NYSE Euronext in Amsterdam and ceasing to exist. This TIM is not intended to serve as a substitution for the Shareholder Circular, which should be read in their entirety for information on the Transaction. This TIM may only be disclosed or distributed to Admitted Institutions and only in accordance with the restrictions in the Shareholder Circular and as described herein. Any other persons (including holders of AMT shares) should always be referred to and take notice of the Shareholder Circular for information on the Transaction. The definitions used in this TIM are set out in the Shareholder Circular. For further detailed information reference is made to the Shareholder Circular and the press releases dated 17 February, 30 March and 6 April Copies of the Shareholder Circular can be obtained in electronic form from AMT's website (www. or can be obtained in hard copy free of charge through Kempen & Co N.V., (telefax number: +31 (0) or address: kas@kempen.nl) or from AMT (telephone number: +31 (0) ; telefax number: +31 (0) ). The Shareholder Circular shall prevail in case of inconsistency with this TIM. By distributing this TIM, Kempen & Co N.V. does not accept any responsibility or liability for (and no representation, warranty or assurance of any kind, express or implied, is or will be made as to or in relation to) the accuracy or completeness of this TIM or the Shareholder Circular. This TIM does not constitute an offer or invitation for the sale, purchase, exchange or transfer of any securities or any recommendation in relation to Transaction, and is not intended to form the basis of any investment decision regarding AMT and/or uniqure.

2 Restrictions The Transaction has been entered into and shall be implemented with due observance of such statements, conditions and restrictions as are included in the Shareholders Circular. This TIM nor the Shareholders Circular does contain, constitute or form part of, and should not be construed as, an offer or invitation to subscribe for or purchase any securities and neither this TIM nor the Shareholder Circular or anything contained herein or therein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever. It is specifically noted that the Distribution of the uniqure DRs to the AMT shareholders shall be an allocation of such securities where there is no element of choice on the part of the recipient, including no right to repudiate the allocation. Consequently, the Distribution of the uniqure DRs is no "offer of securities to the public" in the meaning of Chapter 5.1 of the Financial Supervision Act (Wet op het financieel toezicht) and article 2.1 (d) of the Prospectus Directive (2003/71 /EC /73/EU). The Distribution does therefore not require the publication of a prospectus, nor does any other element of the Transaction require such a publication of a prospectus. Neither the uniqure DRs nor the shares in uniqure or AMT have been (nor will be) registered under the US Securities Act of 1933, as amended (the "US Securities Act"), or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or allotted except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the US Securities Act. There will be no public offer of uniqure DRs, shares in uniqure or AMT in the United States or elsewhere No uniqure DRs or shares in uniqure or AMT will be offered or allotted directly or indirectly into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of a national securities exchange of, the United States, unless an exemption from registration under the US Securities Act, is available. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. Accordingly, copies of this TIM and/or the Shareholders Circular and any related offering documents will not and must not be mailed or otherwise transmitted, distributed or forwarded in or into the United States. Neither this TIM nor the Shareholders Circular has been submitted to or reviewed by the US Securities and Exchange Commission (the "SEC") or any state securities commission of any other jurisdiction, and neither the SEC nor any such state securities commission of any other jurisdiction has (a) approved or disapproved the allotment of the uniqure DRs or their exchange in shares in uniqure pursuant to the Exchange Offer, (b) passed upon the merits or fairness of the allotment, or (c) passed upon the adequacy or accuracy of the disclosure in this TIM or the Shareholders Circular. Any representation to the contrary is a criminal offence in the United States.

3 Technical information regarding the Transaction On 16 February 2012, Forbion Co-Investment II Coöperatief U.A., Coöperatieve AAC LS U.A. and Forbion Co-Investment Coöperatief U.A. (collectively "Forbion"), uniqure, a newly incorporated and privately held entity controlled by Forbion, and AMT 1 entered into an agreement. As further set out in the Shareholder Circular, the transaction that Forbion, uniqure and AMT agreed (the "Transaction") effectively regards a public-to-private transaction combined with AMT's gene therapy business being provided with additional funding. It consists of five main elements: 1. the disposal by AMT of its entire business and all its historic, actual and future assets and liabilities (collectively herein also referred to as the "Business") to uniqure by way of a contribution in kind (inbreng in natura) on depositary receipts (certificaten van aandelen) for (class B) ordinary shares in uniqure ("uniqure DRs") which are issued to AMT as consideration for the Business, which disposal (the "Disposal") effectively transforms AMT in a listed shell company and with the uniqure DRs issued to it as its single asset and without any known financial liabilities, in combination with; 2. a commitment by Forbion managed funds to provide equity funding of 6.0 million to uniqure, as acquirer of the Business 2 ; 3. the dissolution and liquidation of AMT (the "Dissolution"), which shall result in; 4. the distribution to the AMT shareholders of one uniqure DR for each AMT share held on the Distribution Record Date (as defined herein) plus any additional liquidation surplus (the "Distribution"), with each AMT shareholder that on the Distribution Record Date holds at least 5% of the shares in AMT being entitled to exchange its uniqure DRs for an equal number of (class A) ordinary shares in uniqure (the "Exchange Offer"), and ultimately, 5. AMT delisting from NYSE Euronext in Amsterdam and ceasing to exist (the "Delisting"). The overall result of the Transaction will be that if a person holds shares in AMT on the Distribution Record Date, such person's investment in the Business will effectively be transformed from a shareholding in the listed company AMT, to a holding of depositary receipts for (class B) ordinary shares in the unlisted, private company uniqure (or potentially a holding of (class A) ordinary shares in uniqure if the person in question is entitled to exchange his or her uniqure DRs in such shares pursuant to the Exchange Offer). On Friday 30 March 2012, an extraordinary general meeting of shareholders of AMT (the "Extraordinary General Meeting") approved the Transaction. On Thursday 5 April 2012 (the "Completion Date"), the Disposal was completed. As consideration for its disposed Business, AMT received 31,101,065 uniqure DRs. Immediately following the completion of the Disposal and consequently as per 5 April 2012, the Dissolution of AMT as resolved by the Extraordinary General Meeting has become 1 At the time it entered into the agreement, AMT was not yet dissolved. The company is dissolved and in liquidation as per 5 April As AMT announced on 30 March 2012, the condition precedent pursuant whereto Forbion's financing commitment and its obligation to complete the Transaction was conditional on AMT being able to obtain irrevocable commitments from one or more additional investors to provide at least 1.0 million in equity funding to uniqure has been waived by Forbion.

4 effective, with the company's former management board members being the liquidators that shall liquidate AMT's dissolved property. uniqure DRs The uniqure DRs are depositary receipts (certificaten van aandelen) for class B ordinary shares. The uniqure DRs are issued (without uniqure's co-operation) by Stichting Administratiekantoor uniqure B.V., a trust foundation (stichting administratiekantoor) that holds the underlying class B ordinary shares on trust for the holders of the uniqure DRs. The uniqure DRs will not be admitted to trading on a regulated market or on a multilateral trading facility. Consequently there will effectively be no market for uniqure DR holders to sell their uniqure DRs. uniqure DRs will be freely transferable, however, and transfers of uniqure DRs may be settled through the book entry system operated by Euroclear Netherlands. uniqure is currently looking into the possibilities of facilitating the trade of uniqure DRs between holders thereof, in particular via the NPEX platform. Further information on the Distribution, the Exchange Offer and the Delisting Distribution Because AMT's dissolved property consists of the uniqure DRs issued to AMT in the context of the Disposal without it having any known financial liabilities, and the financial condition is expected to justify the same, it is intended that AMT's liquidators make an advance liquidation distribution to the AMT shareholders by distributing and allocating to each such shareholder one uniqure DR for each AMT share held on the Distribution Record Date (the "Advance Distribution"). The Distribution Record Date shall to be 23 April 2012 and the date on which the Advance Distribution of the uniqure DRs shall take place is 26 April 2012 (in each case subject to extension of the timetable for the Transaction). In the unlikely event that any liquidation surplus would remain after the Advance Distribution, the liquidators will make a final liquidation distribution to the AMT shareholders of such remaining liquidation surplus as soon as reasonably possible after the liquidation accounts and plan of distribution have become final (such final distribution, if any, the "Final Distribution", the Advance Distribution and the Final Distribution (if any) also, the "Distribution"). The Distribution of the uniqure DRs to the AMT shareholders will be settled through the book entry system operated by Euroclear Netherlands, and will result in one uniqure DR being credited in the securities account of each AMT shareholder for each AMT share held on the Distribution Record Date. Consequently, to receive uniqure DRs, a person must hold AMT shares on the Distribution Record Date. To hold AMT shares on the Distribution Record Date, a shareholder must have bought such shares before the Ex Date, which is 19 April 2012 (i.e. the second business day prior to the Distribution Record Date) (subject to extension of the timetable for the Transaction). Conversely, shareholders that do not want to receive uniqure DRs, must sell their AMT shares before the Ex Date. For completeness sake it is noted that the AMT shares will not be cancelled or otherwise cease to exist upon the Distribution of the uniqure DRs. The AMT shares will continue to exist until the Dissolution is finalised and AMT ceases to exist, which is expected to occur in the summer of 2012.

5 Exchange Offer Each AMT shareholder holding at least 5% of the shares in the capital of AMT on the Distribution Record Date shall be entitled to exchange its uniqure DRs for an equal number of ordinary shares (class A) in uniqure, subject to such shareholder becoming party to the uniqure Shareholder Agreement. An AMT shareholder that wishes to exchange its uniqure DRs for ordinary shares (class A) in uniqure pursuant to the Exchange Offer must give written notice thereof to AMT within ten business days after the Distribution Record Date, i.e. ultimately on 9 May 2012 (subject to extension of the timetable for the Transaction). The written notice should be accompanied with evidence of their AMT shareholding. More information on the Exchange Offer can also be found in the trust conditions (administratievoorwaarden) of Stichting Administratiekantoor uniqure B.V. Delisting When the liquidation ends, AMT and its shares shall cease to exist. This shall effectively also result in AMT's delisting, to the extent the delisting cannot be achieved at an earlier date in consultation with Euronext Amsterdam and subject to such conditions as Euronext Amsterdam may propose. Timetable of principle events Extraordinary General Meeting Completion Date Dissolution coming into effect Ex Date Distribution Record Date (after close of trading on NYSE Euronext in Amsterdam) Advance Distribution Final date Exchange Offer End of liquidation and Final Distribution (if any) Delisting 30 March April April April 2012 (i.e. two business days prior to the Distribution Record Date) 23 April 2012 (i.e. the tenth business day after the Dissolution coming into effect) 26 April 2012 (i.e. three business days after the Distribution Record Date) 9 May 2012 expected summer 2012 expected summer 2012 Each of the above dates is subject to extension of the timetable for the Transaction. Any extension of the timetable for the Transaction shall be announced in a press

6 release at least one business day before the originally set date of the event that is to be extended and reset at a later date. Security codes AMT shares ISIN Code: NL Common Code: Symbol: "AMT" uniquredrs ISIN Code: NL Common Code: Commission to Admitted Institutions Admitted Institutions shall receive from Kempen & Co N.V. on behalf of AMT a commission of 1.00 (one euro) per AMT custody client. The commission must be claimed from AMT through Kempen & Co N.V. within ten (10) calendar days of the date on which the Advance Distribution is made. Non-US Beneficial Ownership Statement Reference is made to the "Restrictions" paragraph above, and specifically to the restrictions regarding the offering, distribution and allocation of uniqure DRs into the United States. To ensure compliance with these restrictions, uniqure has been marked as a Non-US Beneficial Ownership fund and each Admitted Institution shall be requested to certify by means of a Certificate of Non-US Beneficial Ownership (to be provided separately by Euroclear Netherlands) that it shall not distribute or allocate uniqure DRs to US persons. Further information and announcements For further information on the Transaction, reference should be made to the Shareholder Circular and to AMT's press releases of 17 February, 30 March and 6 April The Shareholder Circular shall prevail in case of inconsistency with this TIM. Copies of the Shareholder Circular can be obtained in electronic form from AMT's website (www. or can be obtained in hard copy free of charge through Kempen & Co N.V., (telefax number: +31 (0) or address: kas@kempen.nl) or from AMT (telephone number: +31 (0) ; telefax number: +31 (0) ). Any further announcements of AMT concerning the Transaction will be issued by press release and on the AMT website ( Contact details Kempen & Co N.V. Giuseppe Montalbano Dick Siemensma Telephone: +31 (0) , kas@kempen.nl Telephone: +31 (0) , kas@kempen.nl