ANNUAL REPORT 2012 - TiGenix

5.4.2. Authorized capital
On April 26, 2011, the shareholders’ meeting
conditionally authorized the Board of
Directors to increase the Company’s
share capital in one or more transactions
with a maximum amount equal to the
Company’s share capital upon completion
of the offering of shares with preferential
subscription right which was launched in
May 2011. The authorisation was subject to
completion of said offering of shares, which
was effectively completed on June 6, 2011.
At completion of the offering of shares,
the Company’s share capital amounted to
EUR 89,091,655.28. Consequently, the Board
of Directors was authorized to increase
the Company’s share capital in one or
more transactions for an amount of EUR
89,091,655.28. However, as a result of the
May 11, 2012 capital decrease, the Board of
Directors’ authorization to increase the share
capital was, as of the date of such capital
decrease, limited to capital increases in one
or more transactions with a (cumulated)
maximum amount equal to the new
registered capital, i.e. EUR 9,165,920.10.
If the capital is increased within the limits of
the authorized capital, the Board of Directors
will be authorized to request payment of an
issuance premium. This issuance premium
will be booked on a non-available account,
which may only be decreased or disposed
of by a resolution of a shareholders’ meeting
taken in accordance with the provisions
governing an amendment of the Articles
of Association.
This Board of Directors’ authorisation will be
valid for capital increases subscribed for in
cash or in kind, or made by capitalisation
of reserves and issuance premiums, with
or without issuing new shares. The Board of
Directors is authorized to issue convertible
bonds, warrants, a combination thereof
or other securities within the limits of the
authorized capital.
The Board of Directors is authorized, within
the limits of the authorized capital, to restrict
or exclude the preferential subscription rights
granted by law to the holders of existing
shares if in doing so it is acting in the interests
of the Company and in accordance with
Article 596 and following of the Companies
Code. The Board of Directors is authorized to
limit or cancel the preferential subscription
rights in favour of one or more persons, even
if such limitation or cancellation is in favour
of persons who are not members of the
personnel of the Company or its subsidiaries.
The powers of the Board of Directors within the
framework of the authorized capital are valid
for a period of five years as of the publication
thereof in the annexes to the Belgian Official
Gazette, i.e. until June 24, 2016.
Taking into account the capital increases
within the framework of the authorized
capital of April 17, 2012 for an amount of EUR
525,803.32 (i.e. 536,534 shares x the fractional
value of the shares at that time, i.e. EUR 0.98)
and of December 27, 2012 for an amount
of EUR 862,938.50 (i.e. 8,629,385 shares x
the fractional value of the shares at that
time, i.e. EUR 0.10), and taking into account
the conditional capital increase within the
framework of the authorized capital of
July 6, 2012 for an amount of EUR 400,000
in relation to the issue of 4 million warrants
(excluding issuance premium) (i.e. 4,000,000
warrants x the fractional value of the shares
at that time, i.e. EUR 0.10), the authorized
capital amounts to EUR 7,377,178.28 (i.e. EUR
9,165,920.10 - EUR 525,803.32 - EUR 862,938.50
- EUR 400,000) as per December 31, 2012.
34 TiGenix I annual report 2012