Exhibit 4.29
THIS FIRST AMENDMENT TO THE SUBSCRIPTION AGREEMENT entered into at the
City of Montreal, Province of Quebec, effective as of October 24, 2002
AMONG: SGF SANTE INC., a corporation duly
incorporated pursuant to the laws of the
Province of Quebec, having its head office
at 600 de La Gauchetiere Street West, Suite
1700, Xxxxxxxx, Xxxxxx, X0X 0X0, acting and
represented herein by Xxxxxx Angers, its
Vice-President, and by Michel Sainte-Xxxxx,
its Assistant Secretary, duly authorized as
they so declare;
(hereinafter referred to as "SGF Sante")
AND: DRAXIS HEALTH INC., a corporation duly
incorporated under the laws of Canada,
having its head office at 0000 Xxxxxxx
Xxxxx, Xxxxxxxxxxx, Xxxxxxx, X0X 0X0, acting
and represented herein by Xxx Xxxxxx, its
Senior Vice-President, Finance and Chief
Financial Officer, duly authorized as he so
declares;
(hereinafter referred to as the "Draxis
Health")
AND: DRAXIS PHARMA INC., a corporation duly
incorporated under the laws of Canada,
having its head office at 0000 Xxxx Xxxxxx,
0xx Xxxxx, Xxxxxxxx, Xxxxxx, X0X 0X0, acting
and represented by Xxx X.X. Xxxxxx, its
President, duly authorized as he so
declares;
(hereinafter referred to as the
"Corporation")
WHEREAS SGF Sante, Draxis Health and the Corporation entered into a
Subscription Agreement as of March 28, 2002 (the "Subscription Agreement");
AND WHEREAS the Subscription Agreement provided for an additional
subscription of 1,088,376 Common Shares by SGF Sante and 2,244,957 Common Shares
by Draxis Health which additional subscription was to occur in one tranche at a
date provided for in the Subscription Agreement;
AND WHEREAS SGF Sante and Draxis Health wish that the additional
subscription should occur instead in three separate and equal tranches;
AND WHEREAS the parties hereto wish to amend the Subscription Agreement
to reflect the above decision;
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NOW, THEREFORE, the parties agree to amend the Subscription Agreement as
follows:
1. The preamble is an integral part of this Agreement.
2. The definitions given to the terms "Additional Subscription", "DHI
Subscribed Shares", "Second Closing", "SGF Subscribed Shares" and
"Subscription Price" in section 1.1 of the Subscription Agreement are
hereby deleted and replaced with the following definitions:
"ADDITIONAL SUBSCRIPTIONS" has the meaning set forth in section 2.2.
"DHI SUBSCRIBED SHARES" means the 577,402 Common Shares hereby subscribed
by Draxis Health which are issued at the Closing and the 2,244,957 Common
Shares which Draxis Health hereby agrees to subscribe for at the Second
Closing, the Third Closing and the Fourth Closing.
"SECOND CLOSING" has the meaning set forth in section 2.2.1
"SGF SUBSCRIBED SHARES" means the 279,930 Common Shares hereby subscribed
by SGF Sante which are issued at the Closing and the 1,088,376 Common
Shares which SGF Sante hereby agrees to subscribe for at the Second
Closing, the Third Closing and the Fourth Closing.
"SUBSCRIPTION PRICE" means the aggregate subscription price payable for
all the subscribed shares, being $1,286,000 at the Closing, $1,666,666 at
the Second Closing, $1,666,666 at the Third Closing and $1,666,666 at the
Fourth Closing.
In addition, the following definitions are added:
"FOURTH CLOSING" has the meaning set forth in section 2.2.4
"THIRD CLOSING" has the meaning set forth in section 2.2.3
3. Section 2.2 of the Subscription Agreement is deleted and replaced with
the following:
"2.2.1 SECOND ADDITIONAL SUBSCRIPTION
On October 24, 2002, (the "Second Closing") Draxis Health and SGF
Sante hereby agree to subscribe for and to purchase and take up, and
the Corporation hereby agrees to allot and issue from treasury to
Draxis Health and SGF Sante, the Common Shares set out below for a
subscription price of $1.50 per share:
Aggregate
Subscriber Number of Shares Subscription Price
------------------ -------------------- --------------------
Draxis Health 748,319 $1,122,478.50
SGF Sante 362,792 $544,188.00
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The Common Shares issued pursuant to this Second Closing shall
represent, along with the Management Subscription 5.18% of the
outstanding Common Shares of the Corporation on a non-diluted basis.
2.2.3 THIRD ADDITIONAL SUBSCRIPTION
On the date that is mutually agreed upon by Draxis Health and SGF
Sante after good faith discussions to determine when the funds are
required by the Corporation to complete its Capital Plan, but in any
event, no later than December 31, 2002 (the "Third Closing") Draxis
Health and SGF Sante hereby agree to subscribe for and to purchase
and take up, and the Corporation hereby agrees to allot and issue
from treasury to Draxis Health and SGF Sante, the Common Shares set
out below for a subscription price of $1.50 per share:
Aggregate
Subscriber Number of Shares Subscription Price
------------------ -------------------- --------------------
Draxis Health 748,319 $1,122,478.50
SGF Sante 362,792 $544,188.00
The Common Shares issued pursuant to this Third Closing shall
represent, along with the Management Subscription 4.93% of the
outstanding Common Shares of the Corporation on a non-diluted basis.
2.2.4 FOURTH ADDITIONAL SUBSCRIPTION
On the date that is mutually agreed upon by Draxis Health and SGF
Sante after good faith discussions to determine when the funds are
required by the Corporation to complete its Capital Plan, but in any
event, no later than March 31, 2003 (the "Fourth Closing") Draxis
Health and SGF Sante hereby agree to subscribe for and to purchase
and take up, and the Corporation hereby agrees to allot and issue
from treasury to Draxis Health and SGF Sante, the Common Shares set
out below for a subscription price of $1.50 per share:
Aggregate
Subscriber Number of Shares Subscription Price
------------------ -------------------- --------------------
Draxis Health 748,319 $1,122,478.50
SGF Sante 362,792 $544,188.00
The Common Shares issued pursuant to this Fourth Closing shall
represent, along with the Management Subscription 4.70% of the
outstanding Common Shares of the Corporation on a non-diluted basis.
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(The Second Additional Subscription, the Third Additional
Subscription and the Fourth Additional Subscription are collectively
referred to as the "Additional Subscriptions")."
4. Section 2.3 of the Subscription Agreement is deleted and replaced with
the following:
"In the event that there is, before the Third Closing or the Fourth
Closing, a refinancing by the Corporation of its senior debt which ranks
prior to the Shareholders' Subordinated Debt on terms and conditions
satisfactory to Draxis Health and SGF Sante, the parties hereby agree to
negotiate in good faith with respect to a reduction in the amount of the
Additional Subscriptions. The total of the new financing and Additional
Subscriptions, as reduced, must be sufficient to enable the Corporation to
implement the Capital Plan. Failing agreement between Draxis Health and
SGF Sante on any such reduction, the obligation to make the full
Additional Subscriptions shall remain in full force and effect."
5. Section 2.4 of the Subscription Agreement is deleted and replaced with
the following:
"The Subscription Price of the Subscribed Shares shall be payable by wire
transfer, cheque or banker's draft to the order of the Corporation at the
Closing Date, or, as the case may be, the Second Closing, the Third
Closing or the Fourth Closing with respect to the Additional
Subscriptions, against delivery by the Corporation of:
2.4.1 certificates representing the SGF Subscribed Shares, duly
registered in the name of SGF Sante, and
2.4.2 certificates representing the DHI Subscribed Shares, duly
registered in the name of Draxis Health.
The Subscribed Shares shall be duly allotted and issued as fully paid and
non-assessable."
6. Save as aforesaid, all of the terms and conditions of the Subscription
Agreement remain unchanged.
7. The Corporation hereby declares that it has taken communication of the
foregoing amendment and agrees to be bound hereby.
(The remainder of the page has intentionally been left blank)
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IN WITNESS HEREOF THE PARTIES HAVE SIGNED THIS AGREEMENT AS OF THE DATE
HEREINABOVE FIRST MENTIONED.
SGF SANTE INC.
/s/ Xxxxxx Angers
-------------------------------------------
Per: Xxxxxx Angers
/s/ Michel Sainte-Xxxxx
-------------------------------------------
Per: Michel Sainte-Xxxxx
DRAXIS HEALTH INC.
/s/ Xxx X.X. Xxxxxx
-------------------------------------------
Per: Xxx X.X. Xxxxxx
DRAXIS PHARMA INC.
/s/ Xxx X.X. Xxxxxx
-------------------------------------------
Per: Xxx X.X. Xxxxxx
