ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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8.1.4 Consolidated statement of changes in equityThousands of Euro (€)Number ofSharesSharecapitalIssuancecostAttributable to equity holders of the CompanySharepremiumSharesto beissuedRetainedlossSharebasedcompensationTranslationreservesTotalEquitywIssuance of Shares 713,410 713 (108) 393 999Net Profit/(Loss) (15,165) (15,165)Share-based931 931compensationTranslation reserves (124) (124)Balance at Dec. 31, 2008 24,564,489 24,002 (4,518) 52,633 0 (49,045) 2,369 (86) 25,355Issuance of Shares 6,301,679 6,176 (704) 19,847 25,318Shares to be issued* 3,377 3,377Net Profit/(Loss) (14,098) (14,098)Share-based1,140 1,140compensationTranslation reserves 107 107Balance at Dec. 31, 2009 30,866,168 30,178 (5,222) 72,480 3,377 (63,144) 3,509 21 41,199Issuance of Shares 254,986 250 (9) 877 1,118Shares to be issued* (1,081) (1,081)Net Profit/(Loss) (15,716) (15,716)Share-based676 676compensationTranslation reserves (376) (376)Balance at Dec. 31, 2010 31,121,154 30,428 (5,231) 73,357 2,296 (78,860) 4,185 (355) 25,820* as part of the consideration in business combinations (see note 8.1.5.21)167 •
8.1.5 Notes to consolidated financialstatementsThe principal accounting policies applied in the preparation ofthe above consolidated financial statements are set out below.These policies have been consistently applied to all the yearspresented, unless otherwise stated.8.1.5.1 GeneralTiGenix NV/SA (TiGenix or the Company) and its subsidiaries(together the Group) is a biomedical company that focuses oninnovative local treatments for damaged and osteoarthriticjoints. The Group is exploiting the power of regenerativemedicine for the development of durable treatments, validatedthrough controlled clinical studies, for these indications.TiGenix is located in Leuven and was founded as a spin-off ofthe Catholic University of Leuven and the University of Ghent.The Group has research and development facilities in Belgiumand the UK and production facilities in Belgium and theNetherlands (under construction). With effect as of November23, 2010 TiGenix Inc. has withdrawn itself from TC CEF LLC andhas terminated its membership interests in TC CEF LLC.TiGenix is developing a portfolio of products that addressesspecific musculoskeletal problems. The lead indicationamong these is cartilage damage, which is a debilitatingaffliction severely affecting the mobility and functioningof patients, a large and growing unmet medical need. TheGroup has two approved products in Europe, ChondroCelectand Chondromimetic, and started commercialising theseproducts in the course of 2010. ChondroCelect is a medicinalproduct for the regeneration of traumatic cartilage lesions andChondromimetic is a biomaterial to repair smaller traumaticosteochondral lesions.TiGenix NV/SA, the parent company, is a limited liabilitycompany incorporated and domiciled in Belgium. Theregistered office is located at Romeinse straat 12 - box 2,B-3001 Leuven, Belgium.The shares of TiGenix are listed on Euronext Brussels under theinternational code number ISIN BE0003864817 and symbol TIG.8.1.5.2 Basis of preparationThe principal accounting policies applied in the preparation ofthe above consolidated financial statements are set out below.These policies have been consistently applied to all the yearspresented, unless otherwise stated.All amounts are presented in th. € unless otherwise indicated,rounded to the nearest € 1.000.The Group’s consolidated financial statements have beenprepared in accordance with International Financial ReportingStandards (IFRS) as issued by the International AccountingStandards Board, as adopted by the European Union up toDecember 31, 2010.Changes in accounting policy and disclosuresa. New and amended standards adopted by the GroupDuring the current year, the Group has adopted all the newand revised Standards and Interpretations issued by theInternational Accounting Standards Board (IASB) and theInternational Financial Reporting Interpretations Committee(IFRIC) of the IASB that are relevant to its operations andeffective for the accounting period commencing on January1, 2010. The Group has not applied any new IFRS requirementsthat are not yet effective in 2010.The following new standards, interpretations and amendmentsissued by the International Financial Reporting InterpretationsCommittee are effective for the current period:• Improvements to IFRSs (Issued in April 2009);• IFRS 1 (revised 2009) additional exemptions for first-timeadopters;• IFRS 2 (revised 2009) Share-based Payment - Group CashsettledShare-based Payment transactions;• IFRS 3 (revised 2008) Business Combinations –comprehensive revision on applying the acquisition method;• IAS 27 (revised 2008) Consolidated and Separate FinancialStatements - Consequential amendments arising fromamendments to IFRS 3;• IAS 28 (revised 2008) Investments in Associates -Consequential amendments arising from amendmentsto IFRS 3;• IAS 31 (revised 2008) Investments in Joint Ventures –Consequential amendments arising from amendments toIFRS 3;• IAS 39 (revised 2009) Financial Instruments: Recognitionand Measurement;• IFRIC 17 Distribution of Non-cash Assets to Owners;• IFRIC 18 Transfers of Assets from Customers.168 • TiGenix • Rights Offering
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TiGenix NV(Public limited liability
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Table of ContentsSummary ..........
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3.7.1 Categories of potential inves
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5.7.1 Shares and warrants held by i
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7.5.2 Taxation.....................
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SummaryThe words written in capital
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Activities and strategy of the Comp
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• Two allogeneic adult stem cell
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• TiGenix’ success depends on i
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Unaudited pro forma income statemen
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Recent developmentsAcquisition of C
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In this context, we would like to s
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Announcement of the results of theO
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After the Contribution andafter the
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ContributionContribution AgreementC
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Risk factorsAny investment in the P
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commercialisation of ChondroCelect,
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in delays in bringing products to t
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The Company cannot predict what eff
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y each of its patents and patent ap
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to exercise preferential subscripti
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this prospectus which is capable of
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• investment professionals fallin
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1. General information and informat
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1.4.2 Company documents and otherin
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• the granting of discharge of li
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• in case of registered Shares, t
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cast at the meeting. If the amount
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No one may cast a greater number of
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If a Belgian resident individual ne
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Belgium has concluded tax treaties
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3. Information on the Contributiona
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In this context, we would like to s
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TiGenix has a limited financial deb
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Thousands of Euro (€) TiGenix Cel
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3.5.2 Issuance Price and RatioThe i
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(c)Rules for subscriptionSubject to
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The Scrips Private Placement will o
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to comply with any of its obligatio
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3.11.2 Scenario 1: Existing Shareho
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• a pledge of Locked Shares to a
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4. General information about THECOM
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DateINCORPORATIONFebruary 21,2000Tr
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Upon completion of the IPO of TiGen
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Issue dateMay 14,2004April 20,2005T
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4.7.2 Voting rightsAs further descr
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can be obtained free of charge at t
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5.2.4 Composition of the Board of D
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Amonis. Mr. Duron has been CEO of K
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5.3.4 Nomination and remunerationco
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• investor relations: nurturing c
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The remuneration of the members of
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5.7.2 Shares and warrants held by e
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Cellerix EBIP 2010An EBIP for senio
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The minutes must also contain a jus
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6. Activities of Tigenix andits sub
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• Clinical stage pipeline. TiGeni
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6.3.3 Acquisition of CellerixAs a r
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Full thickness articular cartilage
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Fig. 6.2: Autologous Chondrocyte Im
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Preclinical work in a meniscus repa
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Page 129 and 130: Recognising the importance of pre-l
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Page 133 and 134: Fig. 6.6: ChondroMimetic procedure
Page 135 and 136: 6.5.3 Commercial strategyBuilding o
Page 137 and 138: 6.7 Manufacturing & logisticsEffici
Page 139 and 140: The international application WO06/
Page 141 and 142: ChondroMimetic competitionThe main
Page 143 and 144: in Cellerix’ GMP facility in Madr
Page 145 and 146: 6.14.3 History and development of C
Page 147 and 148: The table below gives an overview o
Page 149 and 150: Prevalence No. of cases (2010) Esti
Page 151 and 152: Fig. 6.9: Platform development stra
Page 153 and 154: In developing Cx601, Cellerix has b
Page 155 and 156: 6.14.6 Manufacturing & logisticsCel
Page 157 and 158: population, methods for the isolati
Page 159 and 160: • Cimzia (certolizumab) - UCB: Al
Page 161 and 162: Spanish Ministry of Education and S
Page 163 and 164: 7.2 Consolidated income statementTw
Page 165 and 166: 7.3.1.2 Research and development ex
Page 167 and 168: 7.3.2.3 Selling, general and admini
Page 169 and 170: 7.4.1 Cash flows from operating act
Page 171 and 172: Cash & cash equivalents and intangi
Page 173 and 174: As of December 31, 2010, the Group
Page 175 and 176: 8. Consolidated Financial informati
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Page 181 and 182: operating results and operating pla
Page 183 and 184: The Group does not account for work
Page 186 and 187: 8.1.5.4 Operating result (EBIT)Resu
Page 188 and 189: 8.1.5.7 TaxesThere is no current ta
Page 190 and 191: 8.1.5.10 Tangible assetsThousands o
Page 192 and 193: 8.1.5.14 Deferred charges & accrued
Page 194 and 195: 8.1.5.18 Finance lease obligations
Page 196 and 197: Business combination Cellerix SADes
Page 198 and 199: Weighted averageexercise priceTOTAL
Page 200 and 201: the respective issue date of the wa
Page 202 and 203: Transactions with non-executive dir
Page 204 and 205: 8.1.5.28 Subsequent eventsAcquisiti
Page 206 and 207: 8.1.5.31 Disclosure under Article 1
Page 208 and 209: Additional statementsThe preparatio
Page 210 and 211: 9.1.2 Stand-alone balance sheetYear
Page 212 and 213: 9.1.4 Stand-alone statement of chan
Page 214 and 215: ) Standards and interpretations iss
Page 216 and 217: The clinical development of new dru
Page 218 and 219: future against which they may be ap
Page 220 and 221: Cellerix’ research and developmen
Page 222 and 223: YearThousandsof Euro2010 2009 2008E
Page 224 and 225: Thousands of Euro (€)Laboratoryeq
Page 226 and 227: Current financial assetsShown below
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At December 31, Cellerix’ share c
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9.1.5.17 Deferred revenueThe balanc
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9.1.5.21 Share-based paymentsThe EB
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GrantsCellerix received several gra
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10. Report regarding unaudited prof
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EMAFDAFibrous tissueGCPGMPGrowth fa
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Appendix 1: Press releases 2006-201
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Appendix 2: REGULATORY APPROVALPROC
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like ChondroCelect or the future ce
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TitleCountry/regionPatent/applicati
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TitleCountry/regionPatent/applicati
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Title“Cell populations having imu
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D. Trademarks of CellerixThe table
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Decision resources.Dell’Accio, F.
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Noyes, F. R., Barber-Westin, S. D.,
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Appendix 5: 2008, 2009 and2010 mana
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Contents1. The year in brief ......
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2. Financial informationa. The Inco
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The Directors shall call a Sharehol
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• Exercise price changed to 5.291
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10 • TiGenix • Rights Offering
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Exceptionally, for the following re
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(d)(e)Duration: The Options Plan wi
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eceipt sent to the number or addres
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THE COMPANYTiGenix NVRomeinse straa
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ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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