ANNUAL REPORT 2012 - TiGenix

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- IFRS 11 Joint Arrangements (applicable for annual periods beginning on or after 1 January 2014) - IFRS 12 Disclosures of Interests in Other Entities (applicable for annual periods beginning on or after 1 January 2014) - IFRS 13 Fair Value Measurement (applicable for annual periods beginning on or after 1 January 2013) - IAS 27 Separate Financial Statements (applicable for annual periods beginning on or after 1 January 2014) - IAS 28 Investments in Associates and Joint Ventures (applicable for annual periods beginning on or after 1 January 2014) - Improvements to IFRS (2009-2011) (normally applicable for annual periods beginning on or after 1 January 2013) - Amendments to IFRS 10, IFRS 11 and IFRS 12 – Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities : Transition Guidance (applicable for annual periods beginning on or after 1 January 2014) - Amendments to IFRS 10, IFRS 12 and IAS 27 – Consolidated Financial Statements and Disclosure of Interests in Other Entities : Investment Entities (applicable for annual periods beginning on or after 1 January 2014) - Amendments to IAS 1 Presentation of Financial Statements - Presentation of Items of Other Comprehensive Income (applicable for annual periods beginning on or after 1 July 2012) - Amendments to IAS 12 Income Taxes – Deferred Tax : Recovery of Underlying Assets (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards – Severe Hyperinflation and Removal of Fixed Dates for First-time Adopters (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IFRS 1 First Time Adoption of International Financial Reporting Standards – Government Loans (normally applicable for annual periods beginning on or after 1 January 2013) - Amendments to IFRS 7 Financial Instruments : Disclosures – Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IAS 19 Employee Benefits (applicable for annual periods beginning on or after 1 January 2013) - Amendments to IAS 32 Financial Instruments : Presentation – Offsetting Financial Assets and Financial Liabilities (applicable for annual periods beginning on or after 1 January 2014) - IFRIC 20 Stripping Costs in the Production Phase of a Surface Mine (applicable for annual periods beginning on or after 1 January 2013) The directors anticipate that the abovementioned Standards and Interpretations will not have a significant impact on the financial statements of the Group in the period of initial application. 112 TiGenix I annual report 2012
11.5.2.2. Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries). Entities controlled by the Group have been fully consolidated. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Income and expenses of subsidiaries acquired or disposed of during the year are included in the consolidated statement of comprehensive income from the effective date of acquisition and up to the effective date of disposal, as appropriate. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests. All significant intra-group transactions, balances, income and expenses are eliminated in consolidation. 11.5.2.3. Foreign currency translation In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences arising on the settlement of monetary items or on translating monetary items at rates different from those at which they were translated on initial recognition during the period or in previous financial statements shall be recognised in profit or loss in the period in which they arise. For the purposes of presenting consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Euro using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period. Exchange differences arising, if any, are recognized in other comprehensive income and accumulated in equity (translation reserves). On the disposal of a foreign operation (i.e. a disposal of the Group’s entire interest in a foreign operation), or a disposal involving loss of control over a subsidiary that includes a foreign operation, all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss. 11.5.2.4. Segment information The Group’s activities are in one segment, biopharmaceuticals. There are no other significant classes of business, either singularly or in aggregate. Management reviews the operating results and operating plans and make resource allocation decisions on a company-wide basis, therefore TiGenix operates as one segment. 11.5.2.5. Business combinations Acquisitions of businesses are accounted for using the acquisition method. The 113
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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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Therapeutics (product Hyalograft C)
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Page 63 and 64: Clinical development In January 201
Page 65 and 66: evenues from this pipeline within t
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
Page 85 and 86: 7.2.4. Composition of the Board of
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Page 89 and 90: Litigation statement concerning the
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 109 and 110: 11.3. CONSOLIDATED STATEMENT OF CAS
Page 111: The consolidated financial statemen
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Page 117 and 118: of interest on the remaining balanc
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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
Page 137 and 138: The decrease of stock in 2012 compa
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Page 141 and 142: alance. As a consequence, the Compa
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Page 145 and 146: TiGenix SAU - Stock options Prior t
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Page 161 and 162: 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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