Vitus Investments III Private Limited Purchases Convertible Notes of Bellus Health Inc.



    MONTREAL, April 16 /CNW Telbec/ - This press release is issued by Vitus
Investments III Private Limited ("Vitus"), as required by Canadian provincial
securities legislation and in pursuance of today's as well as previous
announcements by Bellus Health Inc. ("Bellus") that it has entered into
private agreements with Vitus and Victoria Square Ventures Inc. ("VSVI")
relating to a total financing commitment of $20.5 million. Pursuant to such
agreements, Vitus has purchased today $5 million principal amount of new
convertible notes (the "New Notes") and, subject to the satisfaction of
certain conditions, has an obligation to purchase an additional $5 million
principal amount of New Notes on or about June 3, 2009. Similarly, VSVI
purchased today $5 million principal amount of New Notes and, subject to the
satisfaction of the same conditions, has an obligation to purchase additional
$5.5 million principal amount of New Notes on or about June 3, 2009. The
aggregate amount of New Notes to be issued to Vitus and VSVI will be increased
by $615,000 as a set-up fee in connection with the financing. The New Notes
are due five years and a day from the date of issuance and interest thereon
will be capitalized at an annual rate of 15%. The principal and interest are
repayable on the maturity date or upon the occurrence of an event of default,
including a change of control or take-over bid for Bellus, and are convertible
at the option of the holder into common shares of Bellus at a conversion price
of $0.20 per common share.
    All of the shares in the capital of Vitus are owned by Vitus I
Investments Limited ("VIL"), and all of the shares in the capital of VIL are
owned by Mr. Carlo Bellini. Pursuant to applicable securities legislation, Mr.
Carlo Bellini and VIL are deemed to be joint actors of Vitus. For reporting
purposes and under the Early Warning System, VIL and Carlo Bellini are obliged
to include the holdings of Vitus in determining their ownership of the
securities of Bellus.
    In the aggregate, the New Notes acquired by Vitus today and the interest
payable thereon at maturity are convertible into 50,283,930 common shares of
Bellus. Assuming such conversion but excluding any common shares issuable upon
conversion or exercise of all other outstanding convertible securities of
Bellus, Vitus would acquire direct beneficial ownership of, and VIL and
ultimately Mr. Carlo Bellini control over, approximately 50.1% of the
outstanding common shares of Bellus. If VSVI were to similarly convert the New
Notes it acquired today and the interest payable thereon at maturity, such
50,283,930 common shares of Bellus would represent approximately 33.4% of the
outstanding common shares of Bellus. Assuming the conversion or exercise of
all other outstanding convertible securities of Bellus (at an assumed
conversion price of $0.35 per common share), those same shares would represent
approximately 13.2% of the outstanding common shares of Bellus.
    If Vitus purchases the second tranche New Notes in a principal amount of
$5 million on or about June 3, 2009 and is paid its share of the set-up fee in
New Notes having a principal amount of $307,500, then upon conversion of all
of its $10.307 million principal amount of New Notes and the interest payable
thereon at maturity, Vitus would acquire direct beneficial ownership of, and
VIL and ultimately Mr. Carlo Bellini control over, 103,660,321 common shares
of Bellus representing approximately 67.4% of the outstanding common shares of
Bellus. If VSVI were to purchase its second tranche New Notes on or about June
3, 2009 in a principal amount of $5.5 million and be paid its share of the
set-up fee in New Notes having a principal amount of $307,500 and convert all
of its $10.807 million principal amount of New Notes and the interest payable
thereon at maturity, such 103,660,321 common shares of Bellus would represent
approximately 39.5% of the outstanding common shares of Bellus. Assuming the
conversion or exercise of all other outstanding convertible securities of
Bellus (at an assumed conversion price of $0.35 per common share), those same
common shares would represent approximately 21.1% of the outstanding common
shares of Bellus.
    Mr. Carlo Bellini already has direct beneficial ownership of 64,200
common shares of Bellus, representing approximately 0.13% of the outstanding
common shares of Bellus. When including the holdings of Vitus for reporting
purposes, his ownership and deemed ownership of the Bellus shares would be
greater than Vitus's holdings by 0.064% when considering Vitus's first tranche
New Notes and by 0.042% when considering both its first tranche and second
tranche New Notes. The interests of Vitus and Mr. Carlo Bellini in the common
shares of Bellus are for investment purposes only.
    This press release does not constitute an admission that VIL and Carlo
Bellini in fact act jointly or in concert with Vitus with respect to the
acquisition or disposition of securities of Bellus. In accordance with
applicable securities laws and depending on market conditions and other
relevant factors, all of them may make additional investments in or
dispositions of securities of Bellus, including additional purchases of Bellus
common shares.




For further information:

For further information: Mr. Roberto Bellini, (514) 282-0552, ext. 229

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Vitus Investments III Private Limited

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