ANNUAL REPORT 2012 - TiGenix

dividends will be based upon the Company’s
earnings, financial condition, capital
requirements and other factors considered
important by the board of directors.
Belgian law and the Company’s articles of
association do not require the Company to
declare dividends. Currently, the board of
directors expects to retain all earnings, if any,
generated by the Company’s operations
for the development and growth of its
business and does not anticipate paying any
dividends to the shareholders in the near
future.
The change in the number of shares during the period is as follows :
Years ended December 31
Number of shares 2012 2011 2010
Balance at 1 January 91,122,667 31,121,154 30,866,168
Exercise of warrants 0 0 2,500
Capital increase - contribution in kind 536,534 44,814,402 252,486
Capital increase - contribution in cash 8,629,385 15,187,111 0
Balance at December 31 100,288,586 91,122,667 31,121,154
The 9,165,919 shares that were issued in 2012
were issued as follows :
- 536,534 shares were issued pursuant to a
contribution in kind on April 17, 2012 (see
note (28) of section 5.4.1 (Share capital and
shares)), and
On May 11, 2012 a capital decrease was
carried out through the absorption of losses
carried forward as per December 31, 2011,
without cancellation of shares.
During 2011, the share capital of the Company
was increased twice :
- 8,629,385 shares were issued pursuant to a
contribution in cash on December 27, 2012.
Transaction costs related to this capital
increase amounted to KEUR 442.
- A contribution in kind in the context of the
business combination with TiGenix SAU (May
2011), and
- A contribution in cash (June 2011).
Transaction costs related to these capital
increases amount to KEUR 1,053.
Transaction costs related to capital increases
are presented as a deduction of the share
premium.
139