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HSCI Announces Major Deal to Execute SynBio Investment Agreement

Moscow – 18 February 2014. The Human Stem Cells Institute (“HSCI”, MOEX: ISKJ), one of Russia’s leading biotech companies specializing in cell-based, gene and post-genome technologies, announces the transfer of its share in the charter capital of SynBio LLC to IceGen LLC in the form of an additional contribution to the charter capital of the latter.

This move has been made by HSCI to execute the conditions of the Investment Agreement for the SynBio project, signed 4 August 2011 (see press release here) and approved together with its associated transactions by the Extraordinary General Shareholders’ Meeting on 31 August 2011 (see press release here).

According to the Investment Agreement, all participants of the SynBio project (except RUSNANO) are obliged to consolidate their assets in an asset holding company. The consolidation occurs through the transfer of the participants’ stakes (except RUSNANO) in the charter capital in SynBio LLC to the holding company.

As a result, SynBio LLC will have only two participants: RUSNANO (41%) and the holding company (59%), which represents the interests of all other partners in the project, including HSCI. The holding company is IceGen LLC, established on 9 August 2011, with HSCI’s share of this company’s charter capital amounting to RUB 144,000 out of the total of RUB 300,000. Thus HSCI’s stake in IceGen LLC amounted to 48.07% stake.

On 14 February 2014 HSCI signed an agreement on the transfer of its share in the charter capital of SynBio LLC (28.18% with a nominal value of RUB 613,078,000) in the form of an additional contribution to the charter capital of IceGen LLC.

Therefore, as of the date of the notarization of the transaction, HSCI has relinquished the ownership of its stake in SynBio LLC and beginning from the moment of the official registration of the transfer of ownership rights (record in Unified State Register of Legal Entities) will cease to be a participant in SynBio LLC and will indirectly own a share in this company through its stake in IceGen LLC, which following state registration of the charter capital increase of IceGen LLC will remain equal to 48.07% but will increase in nominal value to RUB 613,222,208.74.

Full Version of the Press Release (224 kb)


18 February 2014