ANNUAL REPORT 2012 - TiGenix

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Years ended December 31 Thousands of Euro (€) 2012 2011* 2010* CONTINUING AND DISCONTINUED OPERATIONS Result for the purpose of basic earnings per share -20,393 -37,305 -15,309 Weighted average number of shares for the purpose of basic earnings per share 91,596,484 69,696,332 30,910,332 Basic loss per share from continuing and discontinued operations (in EURO) -0,22 -0,54 -0,50 CONTINUING OPERATIONS Result for the purpose of basic earnings per share -18,444 -21,071 -15,309 Weighted average number of shares for the purpose of basic earnings per share 91,596,484 69,696,332 30,910,332 Basic loss per share from continuing operations (in EURO) -0,20 -0,30 -0,50 DISCONTINUED OPERATIONS Result for the purpose of basic earnings per share -1,949 -16,234 0 Weighted average number of shares for the purpose of basic earnings per share 91,596,484 69,696,332 30,910,332 Basic loss per share from discontinued operations (in EURO) -0,02 -0,23 0,00 POTENTIAL DILUTIVE INSTRUMENTS Number of share-based options (out-of-the-money) 5,617,683 3,632,827 1,772,583 * 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. 132 TiGenix I annual report 2012
(8) Disposal group held for sale The disposal group held for sale in 2011 relates to the classification of TiGenix Ltd, a 100 % subsidiary of TiGenix, as held for sale. However, in November 2012, TiGenix decided to close TiGenix Ltd, to fully focus on the further commercial roll-out of ChondroCelect and its cell therapy product development pipeline. As a result, Tigenix Ltd has ceased all commercial activities and has given notice of the closing to third parties concerned. As a result of the decision to close the company and stop all activities, TiGenix Ltd can no longer be classified as held for sale at closing 2012 in accordance with IFRS 5. As such, the remaining assets (KEUR 207) and liabilities (KEUR 649) of TiGenix Ltd are consolidated within the different line items of the consolidated balance sheet of TiGenix. Additionally, the losses for the period of the discontinued operations include all the expenses related to the closing of TiGenix Ltd. Details of the figures that were presented in 2011 on the statement of financial position as disposal group held for sale are presented below : Years ended December 31 Thousands of Euro (€) 2012 2011 2010 NON-CURRENT ASSETS HELD FOR SALE Property, plant and equipment 0 127 0 Inventories 0 406 0 Trade and other receivables 0 150 0 Other current assets 0 45 0 Cash and cash equivalents 0 420 0 Total 0 1,149 0 LIABILITIES RELATED TO NON-CURRENT ASSETS HELD FOR SALE Trade and other payables 0 -145 0 Other current liabilities 0 -12 0 Total 0 -157 0 Net assets of disposal group held for sale 0 992 0 133
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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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Different routes of administration
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Clinical development In January 201
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evenues from this pipeline within t
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that the average cost of treatment
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TiGenix has obtained cGMP status fo
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Biologics for treatment of Rheumato
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of the patents and patent applicati
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- “Marker genes for use in the id
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manufacturing process and therapeut
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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
Page 87 and 88: of Ravago NV, Vanbreda Risk & Benef
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
Page 99 and 100: (rounded down to the nearest intege
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
Page 107 and 108: 11. Consolidated Financial Statemen
Page 109 and 110: 11.3. CONSOLIDATED STATEMENT OF CAS
Page 111 and 112: The consolidated financial statemen
Page 113 and 114: 11.5.2.2. Basis of consolidation Th
Page 115 and 116: are provided and costs are incurred
Page 117 and 118: of interest on the remaining balanc
Page 119 and 120: Deferred tax assets and liabilities
Page 121 and 122: - Partnering of Cx601 (i.e. finding
Page 123 and 124: The Group is mainly exposed to the
Page 125 and 126: fiscal year 2010, reference is made
Page 127 and 128: Sales and marketing expenses Years
Page 129 and 130: The number of employees in the R&D
Page 131: Analysis of profit/(loss) for the p
Page 135 and 136: (10) Property, plant and equipment
Page 137 and 138: The decrease of stock in 2012 compa
Page 139 and 140: dividends will be based upon the Co
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
Page 147 and 148: (25) Business combination Descripti
Page 149 and 150: (26) Related party transactions Tra
Page 151 and 152: (28) Commitments and contingencies
Page 153 and 154: (30) Consolidation scope Name Subsi
Page 155 and 156: We believe that the audit evidence
Page 157 and 158: assets and liabilities, its financi
Page 159 and 160: the results of its operations and c
Page 161 and 162: 12.2. STATUTORY BALANCE SHEET 2010-
Page 163 and 164: The value of receivables is reduced
Page 165 and 166: 13. Annual Report of the Board of D
Page 167 and 168: 2013. The facility will provide the
Page 169 and 170: year ended December 31, 2011, and T
Page 171 and 172: Operating result (EBIT) and net res
Page 173 and 174: Statement of financial position The
Page 175 and 176: - The total personnel costs of EUR
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Page 179 and 180: continue as a going concern and to
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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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