ANNUAL REPORT 2012 - TiGenix

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11.4. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY Numbers of shares Attributable to equity holders of the Company Share capital Share Shares to Retained premium be issued earnings Other reserves Total Equity Equity-settled employee Translation reserves benefits Thousands of Euro (€) reserve Balance at Dec. 31, 2009 30,866,168 30,182 67,254 3,377 -63,144 3,509 21 41,199 Issuance of shares 254,986 241 877 1,118 Shares to be issued -1,081 -1,081 Share-based compensation 676 676 Total comprehensive income -15,309 -376 -15,685 Balance at Dec. 31, 2010 * 31,121,154 30,423 68,131 2,296 -78,453 4,185 -355 26,227 Issuance of shares 60,001,513 58,670 14,679 73,349 Transaction costs -1,154 -1,154 Share-based compensation 1,138 1,138 Total comprehensive income -37,305 -238 -37,543 Balance at Dec. 31, 2011 * 91,122,667 89,093 81,656 2,296 -115,758 5,323 -593 62,018 Capital decrease -80,452 80,452 0 Issuance of shares 536,534 526 1,771 -2,296 0 Issuance of shares 8,629,385 863 5,868 6,731 Transaction costs -442 -442 Share-based compensation 612 612 Total comprehensive income -20,393 41 -20,352 Balance at Dec. 31, 2012 100,288,586 10,030 88,853 0 -55,700 5,936 -551 48,568 * The 2010 and 2011 consolidated financial statements have been adjusted to reflect the capitalization of the expenses incurred that were essential to bring the Dutch manufacturing facility into operations. 11.5. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 11.5.1. General information TiGenix and its subsidiaries (together the “Group”) is a public biomedical company that focuses on ‘Living Medicines’. TiGenix is located in Leuven and was founded as a spin-off of the Catholic University of Leuven and the University of Ghent. Today, TiGenix NV (Euronext Brussels : TIG) is a leading European cell therapy company with a marketed product for cartilage repair, ChondroCelect, and a strong pipeline with clinical stage allogeneic adult stem cell programs for the treatment of autoimmune and inflammatory diseases. TiGenix is based out of Leuven (Belgium) and has operations in Madrid (Spain), and Geleen (the Netherlands). TiGenix, the parent company, is a limited liability company incorporated and domiciled in Belgium. The registered office is located at Romeinse straat 12 - box 2, B-3001 Leuven, Belgium. The shares of TiGenix are listed on Euronext Brussels under the international code number ISIN BE0003864817 and symbol TIG. 110 TiGenix I annual report 2012
The consolidated financial statements were drawn up by the Board of Directors on March 11, 2013. 11.5.2. Summary of significant accounting policies 11.5.2.1. Basis of preparation The principal accounting policies applied in the preparation of the above consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. All amounts are presented in thousands of Euros, unless otherwise indicated, rounded to the nearest EUR 1.000. The financial statements have been prepared on the basis of the historical cost price method. Any exceptions to the historical cost price method are disclosed in the valuation rules described hereafter. Changes in accounting policy and disclosures a) New and amended standards adopted by the Group During the current year, the Group has adopted all the new and amended Standards and Interpretations issued by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) of the IASB effective for the accounting period commencing on January 1, 2012. The Group has not applied any new IFRS requirements that are not yet effective in 2012. The following new standards, interpretations and amendments are effective for the current period : - Amendments to IFRS 7 Financial Instruments : Disclosures – Transfers of Financial Assets (applicable for annual periods beginning on or after 1 July 2011) The financial statements have been established assuming the Company is in a state of going concern. The Group has generated losses since its inception, which is inherent to the current stage of the Group’s business life cycle as a biotech company. Funds raised since inception, funds obtained through the combination with TiGenix SAU (former Cellerix) and expected different sources of funds should provide the Company with sufficient cash for the foreseeable future. The application of this amendment has not led to any major changes in TiGenix’s accounting policies. b) Standards and interpretations issued but not yet effective in the current period The Company elected not to early adopt the following new Standards, Interpretations and Amendments, which have been issued by the IASB but are not yet mandatory as per December 31, 2012 : The Group’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union at January 1, 2012. - IFRS 9 Financial Instruments and subsequent amendments (normally applicable for annual periods beginning on or after 1 January 2015) - IFRS 10 Consolidated Financial Statements (applicable for annual periods beginning on or after 1 January 2014) 111
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ANNUAL REPORT 2012
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9. MAJOR SHAREHOLDERS 103 9.1. OVER
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There can be no assurance that TiGe
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educing their ultimate value to the
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eimbursement in certain instances s
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or the relevant manufacturing proce
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In recent years, it expanded its op
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making this change may be costly an
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TiGenix’s development stage produ
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qualified employees and consultants
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1. Introduction Annual report 2012
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2. Persons Responsible for the Cont
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4. Selected Financial Information Y
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5.3. ORGANISATIONAL STRUCTURE TiGen
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Date Transaction Number and class o
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Date Transaction Number and class o
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(12) The shares were subscribed to
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5.5. DESCRIPTION OF RIGHTS AND BENE
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Formalities to attend the sharehold
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amendments to the Articles of Assoc
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the existing shareholders have a pr
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Issue date Term Number of warrants
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6. Business Overview Most of the in
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6.2. COMPETITIVE STRENGTHS The Comp
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6.3. IMPORTANT EVENTS IN THE DEVELO
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6.3.5. Funding history Since its in
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non-weight bearing area of the join
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6.4.5. Commercial launch ChondroCel
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und Behandlungsmethode”) in sever
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Page 63 and 64: Clinical development In January 201
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Page 67 and 68: that the average cost of treatment
Page 69 and 70: TiGenix has obtained cGMP status fo
Page 71 and 72: Biologics for treatment of Rheumato
Page 73 and 74: of the patents and patent applicati
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Page 77 and 78: manufacturing process and therapeut
Page 79 and 80: Invalidation of US patent US6777231
Page 81 and 82: 7. Corporate Governance 7.1. GENERA
Page 83 and 84: 7.2.3. Independent directors As to
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Page 91 and 92: As proof of the independence and an
Page 93 and 94: for their healthcare and biotechnol
Page 95 and 96: 7.5. SCIENTIFIC ADVISORY BOARD AND
Page 97 and 98: As of the date of publication of th
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Page 101 and 102: usiness at customary market conditi
Page 103 and 104: 9. Major Shareholders 9.1. OVERVIEW
Page 105 and 106: 10. Financial Statements : General
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Page 113 and 114: 11.5.2.2. Basis of consolidation Th
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Page 123 and 124: The Group is mainly exposed to the
Page 125 and 126: fiscal year 2010, reference is made
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Page 133 and 134: (8) Disposal group held for sale Th
Page 135 and 136: (10) Property, plant and equipment
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Page 141 and 142: alance. As a consequence, the Compa
Page 143 and 144: (23) Other current liabilities The
Page 145 and 146: TiGenix SAU - Stock options Prior t
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12.2. STATUTORY BALANCE SHEET 2010-
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The value of receivables is reduced
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13. Annual Report of the Board of D
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2013. The facility will provide the
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year ended December 31, 2011, and T
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Operating result (EBIT) and net res
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Statement of financial position The
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- The total personnel costs of EUR
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- TiGenix may fail in successfully
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continue as a going concern and to
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Functioning of the Board of Directo
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The nomination and remuneration com
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Apart from the above remuneration f
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Shares and warrants held by indepen
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- Long-term incentive plan : warran
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Shares and warrants held by executi
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- identifying and implementing busi
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actual bonus equal to 78 % of her p
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was reduced to a half-time role com
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14. Business and Financial Update a
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Financial results for the full year
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15. Available Documents The Company
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Title Country Application number Ce
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Title Country Application number Is
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Country Trademark Classes USA CELLE
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ANNUAL REPORT 2012 - TiGenix

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