ANNUAL REPORT 2012 - TiGenix

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Assets acquired and liabilities recognized at the date of acquisition Thousands of Euro (€) Cellerix Non-current assets Intangible assets 41,558 Property, plant and equipment 1,376 Other non-current assets 575 Deferred tax assets 12,335 Current assets Inventories 35 Trade and other receivables 723 Other current assets 405 Cash and cash equivalents 18,421 Non-current liabilities Deferred tax liabilities -12,335 Borrowings -2,357 Other current liabilities -85 Current liabilities Borrowings -810 Trade and other liabilities -1,686 Fair value of net assets acquired 58,156 Consideration transferred - share issue 58,156 Goodwill 0 Net cash outflow (inflow) on acquisition of subsidiary Thousands of Euro (€) 2011 Consideration paid in cash 0 Less : cash and cash equivalent balances acquired -18,421 Fair value of net assets acquired -18,421 148 TiGenix I annual report 2012
(26) Related party transactions Transactions between TiGenix NV, TiGenix Inc., TiGenix BV, TiGenix Ltd and TiGenix SAU, which are related parties, have been eliminated in consolidation and are not disclosed in this note. In 2012, there were no material services. Transactions between the Company and its employees, consultants or directors are disclosed below. There were no other related party transactions. Compensation of key management personnel Key management personnel are identified as being the CEO, CFO, CBO and CTO. The combined remuneration package of key management in 2012, 2011 and 2010 amounted as follows : Years ended December 31 Thousands of Euro (€) 2012 2011 2010 Short-term benefits 1,198 1,361 851 Post-employment benefits 16 16 32 Share-based payments 318 171 224 Other employee benefits 52 65 41 Total 1,584 1,613 1,148 No loans, quasi-loans or other guarantees are outstanding with members of the management team. Transactions with non-executive directors Non-executive directors that represent shareholders of the Company receive no compensation for their position as directors. The independent directors receive a fee for attending and preparing the meetings of the Board of Directors and they receive reimbursement for expenses directly related to the board meetings. In 2012, an amount of KEUR 121 (2011 : KEUR 74; 2010 : KEUR 55) in total was paid as fees and expense reimbursement to independent members of the board of directors. No advances or credits have been granted to any member of the board of directors. None of the members of the board of directors have received any non-monetary remuneration other than warrants. 149
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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
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7. Corporate Governance 7.1. GENERA
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7.2.3. Independent directors As to
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7.2.4. Composition of the Board of
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of Ravago NV, Vanbreda Risk & Benef
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Litigation statement concerning the
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As proof of the independence and an
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for their healthcare and biotechnol
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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
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Page 115 and 116: are provided and costs are incurred
Page 117 and 118: of interest on the remaining balanc
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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 and 132: Analysis of profit/(loss) for the p
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
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: (25) Business combination Descripti
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
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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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Page 183 and 184: The nomination and remuneration com
Page 185 and 186: Apart from the above remuneration f
Page 187 and 188: Shares and warrants held by indepen
Page 189 and 190: - Long-term incentive plan : warran
Page 191 and 192: Shares and warrants held by executi
Page 193 and 194: - identifying and implementing busi
Page 195 and 196: actual bonus equal to 78 % of her p
Page 197 and 198: 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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