As filed with the Securities and Exchange Commission on May 15, 2017
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
UNIQURE N.V.
(Exact Name of Registrant as Specified in Its Charter)
Netherlands |
|
N/A |
(State or Other Jurisdiction of Incorporation or |
|
(I.R.S. Employer Identification |
|
|
|
Paasheuvelweg 25a, |
|
N/A |
(Address of Principal Executive Offices) |
|
(Zip Code) |
2014 Share Incentive Plan
(Full Title of the Plans)
uniQure, Inc.
113 Hartwell Avenue
Lexington, MA 02421
(Name and Address of Agent For Service)
Tel: +31 20 566 7394
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Timothy J. Corbett
Morgan, Lewis & Bockius UK LLP
Condor House, 5-10 St. Pauls Churchyard
London EC4M 8AL United Kingdom
+44.20.3201.5690
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b2 of the Exchange Act.
Large accelerated filer o |
|
Accelerated filer x |
|
|
|
Non-accelerated filer |
|
Smaller reporting company o |
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x
CALCULATION OF REGISTRATION FEE
Name of Plan |
|
Title of Securities to |
|
Amount to be |
|
Proposed Maximum |
|
Proposed Maximum |
|
Amount of |
| |||
2014 Share Incentive Plan |
|
Ordinary Shares |
|
4,070,000 |
|
$ |
4.86 |
(2) |
$ |
19,780,200 |
(3) |
$ |
2,292.53 |
|
TOTAL |
|
Ordinary Shares |
|
4,070,000 |
|
|
|
$ |
19,780,200 |
|
$ |
2,292.53 |
| |
(1) The 4,070,000 ordinary shares, par value 0.05 per share, of uniQure N.V. (the Registrant) are being registered pursuant to the Registrants 2014 Share Incentive Plan, as amended (the 2014 Plan)
(2) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, (the Securities Act), this Registration Statement shall be deemed to cover an indeterminate amount of additional ordinary shares that may from time to time be issuable under the 2014 Plan as a result of any share split, share dividend or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrants ordinary shares as reported on the Nasdaq Global Select Market on May 11, 2017.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this Registration Statement) is being filed solely for the purpose of registering 4,070,000 additional ordinary shares, par value 0.05 per share (Ordinary Shares), of uniQure N.V., a (the Registrant) to be offered to participants under the Registrants 2014 Share Incentive Plan (the 2014 Plan), originally adopted at the annual general meeting of shareholders on January 9, 2014. The number of shares of Common Stock reserved and available for issuance under the 2014 Plan includes 1,531,471 shares which were previously registered with the Securities and Exchange Commission (the Commission) on Form S-8 (File No. 333-197887 filed on August 6, 2014) (the Prior Registration Statement).
Pursuant to General Instruction E of Form S-8, the Prior Registration Statement is incorporated herein by reference, except as otherwise noted below.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
*The documents containing the information specified in Item 1. Plan Information and Item 2. Registrant Information and Employee Plan Annual Information of Form S-8 will be sent or given to participants of the 2014 Plan, as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrants annual report on Form 10-K for fiscal year ended December 31, 2016 filed with the Commission on March 15, 2017.
(b) The Registrants quarterly report on Form 10-Q for the quarter ended March 31, 2017 filed with the Commission on May 9, 2017.
(c) Current Reports on Form 8-K filed on January 30, 2017 and April 20, 2017;
(d) The description of the securities contained in the registrants registration statement on Form 8-A (Registration No. 001-36294) filed with the Commission on January 31, 2014, under the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Although Dutch law does not expressly provide for the indemnification of officers and directors, the concept of indemnification of directors of a company for liabilities arising from their actions as members of the board is, in principle, accepted in the Netherlands. The registrants articles of association provide for indemnification of the board of directors by the company to the fullest extent permitted by Dutch law against liabilities, expenses and amounts paid in settlement relating to claims, actions, suits or proceedings to which a director becomes a party as a result of his or her position.
In addition, the registrant maintains insurance on behalf of its directors and certain other representatives against damages resulting from their conduct when acting in their capacities as such directors or representatives.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration Statement:
Number |
|
Description |
|
Notes |
|
|
|
|
|
4.1 |
|
Articles of Association |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.2 |
|
2014 Share Incentive Plan |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.3 |
|
Form of Inducement Share Option Agreement under 2014 Share Incentive Plan. |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.4 |
|
Form of Share Option Agreement under 2014 Share Incentive Plan. |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.5 |
|
Form of Restricted Stock Unit Award under the 2014 Share Incentive Plan. |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.6 |
|
Form of Performance Stock Unit Award under the 2014 Share Incentive Plan. |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
5.1 |
|
Opinion of Rutgers Posch Visée Endedijk N.V., counsel to the Registrant |
|
Filed herewith |
|
|
|
|
|
23.1 |
|
Consent of Rutgers Posch Visée Endedijk N.V. (included in Exhibit No. 5.1) |
|
|
|
|
|
|
|
23.2 |
|
Consent of PricewaterhouseCoopers Accountants N.V., Independent Registered Public Accounting Firm |
|
Filed herewith |
|
|
|
|
|
24.1 |
|
Power of attorney (included on the signature pages of this registration statement) |
|
|
Item 9. Undertakings.
1. Item 512(a) of Regulation S-K. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement.; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
2. Item 512(b) of Regulation S-K. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
3. Item 512(h) of Regulation S-K. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Amsterdam, the Netherlands, on May 15, 2017.
|
UNIQURE N.V. | |
|
|
|
|
By: |
/s/ Matthew Kapusta |
|
|
Matthew Kapusta |
|
|
Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew Kapusta and Maiken Keson-Brookes, and each of them, as his or her true and lawful agent, proxy and attorney-in-fact, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to (i) act on, sign, and file with the SEC any and all amendments (including post-effective amendments) to this registration statement together with all schedules and exhibits thereto, (ii) act on, sign and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, (iii) act on and file any supplement to any prospectus included in this registration statement or any such amendment or any subsequent registration statement filed pursuant to Rule 462(b) under the Securities Act and (iv) take any and all actions which may be necessary or appropriate to be done, as fully for all intents and purposes as he or she might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signatures |
|
Title |
|
Date |
|
|
|
|
|
/s/ Matthew Kapusta |
|
Chief Executive Officer and Director |
|
May 15, 2017 |
Matthew Kapusta |
|
(Principal Executive and Financial Officer) |
|
|
|
|
|
|
|
/s/ Christian Klemt |
|
Controller |
|
May 15, 2017 |
Christian Klemt |
|
(Principal Accounting Officer) |
|
|
|
|
|
|
|
/s/ Philip Astley-Sparke |
|
Director |
|
May 15, 2017 |
Philip Astley-Sparke |
|
|
|
|
|
|
|
|
|
/s/ Jack Kaye |
|
Director |
|
May 15, 2017 |
Jack Kaye |
|
|
|
|
|
|
|
|
|
/s/ Dr. Sander van Deventer |
|
Director |
|
May 15, 2017 |
Dr. Sander van Deventer |
|
|
|
|
|
|
|
|
|
/s/ Will Lewis |
|
Director |
|
May 15, 2017 |
Will Lewis |
|
|
|
|
|
|
|
|
|
/s/ David Schaffer |
|
Director |
|
May 15, 2017 |
David Schaffer |
|
|
|
|
|
|
|
|
|
/s/ Paula Soteropoulos |
|
Director |
|
May 15, 2017 |
Paula Soteropoulos |
|
|
|
|
AUTHORIZED UNITED STATES REPRESENTATIVE
Pursuant to the requirement of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of the aforementioned Registrant, has signed this Registration Statement on May 15, 2017.
|
UNIQURE, INC. | |
|
|
|
|
By: |
/s/ Maiken Keson-Brookes |
|
Name: Maiken Keson-Brookes | |
|
Title: General Counsel |
INDEX TO EXHIBITS
Number |
|
Description |
|
Notes |
|
|
|
|
|
4.1 |
|
Articles of Association |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.2 |
|
2014 Share Incentive Plan |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.3 |
|
Form of Inducement Share Option Agreement under 2014 Share Incentive Plan. |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.4 |
|
Form of Share Option Agreement under 2014 Share Incentive Plan. |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.5 |
|
Form of Restricted Stock Unit Award under the 2014 Share Incentive Plan. |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
4.6 |
|
Form of Performance Stock Unit Award under the 2014 Share Incentive Plan. |
|
Incorporated by reference to Exhibit No. 1.1 to the annual report on Form 10-K (file no. 001-36294) |
|
|
|
|
|
5.1 |
|
Opinion of Rutgers Posch Visée Endedijk N.V., counsel to the Registrant |
|
Filed herewith |
|
|
|
|
|
23.1 |
|
Consent of Rutgers Posch Visée Endedijk N.V. (included in Exhibit No. 5.1) |
|
|
|
|
|
|
|
23.2 |
|
Consent of PricewaterhouseCoopers Accountants N.V., Independent Registered Public Accounting Firm |
|
Filed herewith |
|
|
|
|
|
24.1 |
|
Power of attorney (included on the signature pages of this registration statement) |
|
|
Exhibit 5.1
|
Rutgers Posch Visée Endedijk N.V. |
Herengracht 466, 1017 CA Amsterdam | |
|
P.O. Box 10896, 1001 EW Amsterdam |
|
The Netherlands |
|
T +31 (0)20 891 3900 | F +31 (0)20 891 3901 |
|
www.rutgersposch.com |
uniQure N.V. |
|
|
Paasheuvelweg 25 |
Reference : |
20140045/437816/4 |
1105 BP Amsterdam |
Date : |
15 May 2017 |
The Netherlands |
|
|
Re: uniQure N.V. - SEC form S-8 filing opinion letter
Dear Sir, Madam,
1. Introduction
We have acted as legal counsel to the Company as to certain matters of Dutch Law in connection with the Registration Statement.
2. Definitions
Certain terms used in this opinion letter are defined in Annex 1 (Definitions) hereto.
3. Dutch Law
We express an opinion on Dutch Law only, (i) including case law but only if published in printed form, and (ii) excluding tax, competition and procurement laws and, for the avoidance of doubt, the laws of the European Union insofar as not implemented in Dutch Law or directly applicable in the Netherlands. Our investigation has further been limited to the text of the documents. We have not investigated the meaning and effect of any document governed by a law other than Dutch Law. The opinions expressed herein are rendered only as at the date of this opinion letter and we assume no obligation to advise you of facts, circumstances, events or changes in Dutch Law that may hereafter arise or be brought to our attention and that may alter, affect or modify the opinions expressed herein.
4. Scope of investigation
For the purpose of this opinion letter, we have examined and relied solely upon copies of the following documents:
4.1 the 2014 Plan;
Rutgers & Posch is the tradename of Rutgers Posch Visée Endedijk N.V. in Amsterdam (Traderegister no. 56919891). The general terms and conditions of Rutgers & Posch, which stipulate a limitation of liability, the applicability of Dutch law and the exclusive jurisdiction of the district court in Amsterdam, are applicable to all work performed. The general terms and conditions are available at www.rutgersposch.com.
4.2 the Registration Statement;
4.3 the Extract;
4.4 the Deed of Incorporation;
4.5 the Articles of Association;
4.6 the Resolutions; and
4.7 the Company Certificate.
In addition, we have performed such other investigations as we considered necessary for the purpose of this opinion letter.
5. Assumptions
For the purpose of this opinion letter, we have assumed that:
5.1 all copies of documents conform to the originals and that all originals are authentic and complete;
5.2 each signature is the genuine signature of the individual concerned;
5.3 all factual matters, statements in documents, confirmations and other results of our investigation, relied upon or assumed herein, are true and accurate as at the date of this opinion letter;
5.4 the Registration Statement has been or will be filed with the SEC in the form referred to in this opinion letter;
5.5 the issue of any Option Shares or of any rights to acquire Option Shares has been or will be validly authorised in accordance with the articles of association of the Company in force and effect at the time of authorisation;
5.6 any pre-emptive rights in respect of the issue of any Option Shares or of any rights to acquire Option Shares have been or will be observed or validly excluded in accordance with the articles of association of the Company in force and effect at the time of observance or exclusion;
5.7 the authorised share capital of the Company at the time of the issue of any Option Shares was or will be sufficient to allow for the issue;
5.8 any Option Shares have been or will be (i) issued in the form and manner prescribed by the articles of association of the Company in force and effect at the time of issue, and (ii) accepted by the subscribers for them in accordance with all applicable laws (including, for the avoidance
of doubt, Dutch Law); and
5.9 the nominal amount of any Option Shares and any agreed share premium thereon has been or will be validly paid.
6. Opinion
Based upon the foregoing and subject to any factual matters and documents not disclosed to us in the course of our investigation, and subject to paragraphs 7 and 8 hereafter, we express the following opinion:
6.1 The Option Shares, when issued, fully paid for and delivered, have been or will have been validly issued, have been or will have been fully paid and are or will be non-assessable(1).
7. Qualification
Pursuant to mandatory Dutch Law, the general meeting of shareholders of a public company with limited liability (naamloze vennootschap) incorporated under Dutch Law may delegate to another corporate body its authority to issue ordinary shares or rights to acquire ordinary shares and to exclude the pre-emptive rights in connection therewith for a period not exceeding five years. Most recently on 15 June 2016, the general meeting of shareholders of the Company has delegated to the board of the Company its authority to issue Option Shares or rights to acquire Option Shares and to exclude the pre-emptive rights in connection therewith for the duration of the 2014 Plan, which period exceeds the maximum period of five years. Accordingly, if the board of the Company wishes to issue Option Shares or rights to acquire Option Shares and to exclude the pre-emptive rights in connection therewith after 14 June 2021, the delegation will have to be renewed to the extent such has not already been done prior to that date. Since the implementation of the 2014 Plan, the delegation has been renewed at the annual general meetings of shareholders of the Company held on 10 June 2015 and 15 June 2016.
8. Reliance
8.1 This opinion letter is furnished to you in order to be filed as an exhibit to the Registration Statement and may only be relied upon by you for the purpose of the Registration. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required under section 7 of the U.S. Securities Act or the rules and regulations promulgated thereunder.
8.2 This opinion letter may only be relied upon by you on the condition, and by accepting this
(1) The term non-assessable has no equivalent in Dutch and as used in this letter means that a holder of a share will not, by reason of merely being such a holder, be subject to assessments or calls by the Company or its creditors for further payment (in addition to the amount required for the share to be fully paid) on such share.
opinion letter you agree with us, that (i) this opinion letter including the agreement in this paragraph 8.2 and any issues of interpretation or liability arising hereunder will be governed by Dutch Law and be brought before a court in the Netherlands exclusively, (ii) no person other than Rutgers Posch Visée Endedijk N.V. will have any liability pursuant to or in connection with this opinion letter, and (iii) any possible liability of Rutgers Posch Visée Endedijk N.V. is limited to the amount available and payable under Rutgers Posch Visée Endedijk N.V.s professional malpractice insurance coverage.
Yours faithfully,
/s/ Rutgers Posch Visée Endedijk N.V.
Rutgers Posch Visée Endedijk N.V.
Annex 1
Definitions
2014 Plan means the 2014 Share Incentive Plan of the Company, as amended on 10 June 2015 and 15 June 2016;
Articles of Association means the articles of association (statuten) of the Company, dated 16 June 2016, as deposited with the Chamber of Commerce;
Chamber of Commerce means the Dutch Chamber of Commerce;
Company means uniQure N.V., a public limited liability company (naamloze vennootschap) incorporated under Dutch Law, having its corporate seat in Amsterdam, the Netherlands, and registered with the trade register of the Chamber of Commerce under number 54385229;
Company Certificate means the certificate dated 15 May 2017 attached as Annex 2 (Company Certificate) hereto;
Deed of Incorporation means the deed of incorporation of the Company, dated 9 January 2012, as deposited with the Chamber of Commerce;
Dutch Law means the laws of the Kingdom of the Netherlands excluding Aruba, Bonaire, Curacao, Saba, Sint Eustatius and Sint Maarten (the Netherlands) as they currently stand and are applied by the courts of the Netherlands;
Extract means an extract from the trade register of the Chamber of Commerce relating to the Company, dated 15 May 2017;
Insolvency means a suspension of payments (surseance van betaling), a bankruptcy (faillissement) or any equivalent or analogous regime under the laws of any foreign country;
Option Shares means a maximum of 4,070,000 ordinary shares in the share capital of the Company with a nominal value EUR 0.05 each, issued or to be issued by the Company pursuant to the 10 June 2015 and 15 June 2016 amendments to the 2014 Plan;
Registration means the registration of the Option Shares with the SEC under the U.S. Securities Act;
Registration Statement means the registration statement on form S-8 in relation to the Registration filed or to be filed with the SEC as at the date hereof (excluding any documents incorporated by reference in it and any exhibits to it);
Resolutions means (i) the resolutions of the general meeting of shareholders of the Company set out in the minutes of the extraordinary general meeting of shareholders of the Company held on 20
January 2014, (ii) the resolutions of the general meeting of shareholders of the Company set out in the notice convening, and the voting results of, the annual general meeting of shareholders of the Company held on 10 June 2015, and (iii) the resolutions of the general meeting of shareholders of the Company set out in the notice convening, and the voting results of, the annual general meeting of shareholders of the Company held on 15 June 2016;
SEC means the U.S. Securities and Exchange Commission; and
U.S. Securities Act means the U.S. Securities Act of 1933, as amended.
Annex 2
Company Certificate
From: the corporate secretary of uniQure N.V.
Dated: 15 May 2017
The undersigned:
Maiken Keson-Brookes, acting in her capacity as corporate secretary of uniQure N.V., a public limited liability company (naamloze vennootschap) incorporated under Dutch law, having its corporate seat in Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number 54385229 (the Company).
Background:
A. The Company intends to seek the Registration with the SEC of the Option Shares;
B. In connection with the Registration, as at the date of this Company Certificate, Rutgers Posch Visée Endedijk N.V. intends to issue a legal opinion in the form attached to this certificate (the Legal Opinion);
C. This Company Certificate is the Company Certificate as defined in the Legal Opinion; and
D. The undersigned makes the certifications in this Company Certificate after due and careful consideration and after having made all necessary enquiries.
1. Construction
1.1 Terms defined in the Legal Opinion have the same meaning in this Company Certificate.
1.2 In this Company Certificate including means including without limitation.
2. Certification
The undersigned certifies the following:
2.1 Authenticity
As at the date of this Company Certificate the Extract accurately and completely reflects the matters purported to be evidenced thereby, except that the Extract does not reflect the up-to-date share capital of the Company.
2.2 Solvency
The Company is not subject to any Insolvency, dissolution, liquidation, statutory merger or demerger
and its assets are not under administration.
2.3 Issue
The maximum number of Option Shares issued or to be issued pursuant to the 10 June 2015 and 15 June 2016 amendments to the 2014 Plan will not exceed 4,070,000.
2.4 General
The undersigned is not aware of:
i) any claim (whether actual or threatened and including any claim, litigation, arbitration or administrative or regulatory proceedings) to the contrary of the certifications in this Company Certificate; or
ii) any fact or circumstance which she understands or suspects has or might have any impact on the correctness of the Legal Opinion and which has not been disclosed to Rutgers Posch Visée Endedijk N.V. in writing.
3. Reliance
Rutgers Posch Visée Endedijk N.V. may rely on this Company Certificate (without personal liability for the undersigned).
In evidence whereof this Company Certificate was signed in the manner set out below.
/s/ Maiken Keson-Brookes |
|
Maiken Keson-Brookes |
|
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 15, 2017 relating to the financial statements, which appears in uniQure N.V.s Annual Report on Form 10-K for the year ended December 31, 2016. We also consent to the reference to us under the heading Experts in such Registration Statement.
PricewaterhouseCoopers Accountants N.V.
/s/ R.M.N. Admiraal RA |
|
Eindhoven, The Netherlands |
|
May 15, 2017 |
|