ANNUAL REPORT 2012 - TiGenix

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11.6. AUDITOR’S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS PER DECEMBER 31, 2012 In accordance with the legal requirements, we report to you on the performance of the engagement of statutory auditor, which has been entrusted to us. This report contains our opinion on the consolidated balance sheet as at December 31, 2012 the consolidated profit and loss statement for the year ended December 31, 2012 and the explanatory notes, as well as the required additional information. Report on the consolidated financial statements – unqualified opinion with explanatory paragraph We have audited the consolidated financial statements of the company TiGenix NV for the year 2012 ended December 31, 2012, prepared in accordance with International Financial Reporting Standards as adopted by the European Union, which show a balance sheet total of 63.956 kEUR and a consolidated loss for the year of 20.393 kEUR. Management’s responsibility for the consolidated financial statements Management is responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatements, whether due to fraud or error. Auditor’s responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation of the consolidated financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We have obtained from management and the company’s officials the explanations and information necessary for our audit. 154 TiGenix I annual report 2012
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for the audit opinion. Unqualified opinion with explanatory paragraph Report on other legal and regulatory requirements Management is responsible for the preparation and the content of the consolidated Directors’ report. In our opinion, the consolidated financial statements of the company TiGenix NV as of December 31, 2012 give a true and fair view of the net assets and financial position of the group as at December 31, 2012, as well as its consolidated results and cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the European Union. Notwithstanding the Group suffered significant losses that further affected its financial position and cash situation, the consolidated financial statements have been drawn up in the assumption of going concern. This assumption is only justified to the extent that the assumptions of the budget, as described in chapter 13.8 of the annual report of the Board of Directors, will be timely realized and will timely generate sufficient new cash. If this would not be the case, the group will need to find additional cash by means of a capital increase or alternative funding. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the company be unable to continue as a going concern As part of our engagement, it is our responsibility, for all significant aspects, to ascertain the compliance of certain legal and regulatory requirements. Based on that requirement we report the following additional statement, which does not modify our audit opinion on the consolidated financial statements : - The consolidated Directors’ report includes the information required by law, is consistent, in all material aspects, with the consolidated financial statements and does not include any obvious inconsistencies with the information that we became aware of during the performance of our engagement. Zaventem, March 11, 2013 BDO Réviseurs d’Entreprises Soc. Civ. SCRL Statutory auditor Represented by Gert Claes 155
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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
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As of the date of publication of th
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(rounded down to the nearest intege
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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 115 and 116: are provided and costs are incurred
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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
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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-
Page 163 and 164: The value of receivables is reduced
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Page 187 and 188: Shares and warrants held by indepen
Page 189 and 190: - Long-term incentive plan : warran
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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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Page 201 and 202: Financial results for the full year
Page 203 and 204: 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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