ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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8.1.5.7 TaxesThere is no current tax accounted for in any of the periodspresented.The Group has net tax loss carry forwards available to reducefuture corporate income taxes, if any. These carry forwards canbe offset against future income of the Group for an indefiniteperiod and can be summarised in the table below:Years ended December 31Thousands of Euro (€) 2010 2009 2008Tax losses carried forward under local GAAP (risk capitaldeduction included)(90,992) (67,481) (52,544)IFRS timing differences (2,633) (2,654) (2,659)IFRS carried forward losses (93,625) (70,135) (55,203)Deferred taxes @ 34% 31,833 23,846 18,769Tax credit research and development 142 111 77Total deferred tax asset 31,975 23,957 18,846Deferred taxes of the year 8,018 5,111The Group has not recorded the total deferred net tax assets of€ 31,975k on the basis that in the past no profits were realisedand that there is no certainty that it will generate profits in thefuture which could be offset against current losses.The deferred taxes are calculated on the following items:• Tax losses as per tax return;• Tax deductions offered under the Belgian tax legislationsuch as the Belgian Tax Deduction for Risk Capital (notionalinterest deduction) and investment deduction;• The financial figures under IFRS are not necessarily the sameas the local GAAP financial figures used for tax declarations.Tax losses as per tax return refers to accounting rules ofthe tax authorities which in certain cases differ from IFRSaccounting rules;• in the statutory accounts certain intangible assets arecapitalised and amortised on a straight-line basis over aperiod of 5 years. According to IAS 38, these intangibleassets need to be expensed directly in the incomestatement;• depreciation in consolidation of intangible assets capitalizedin the process of business combination;• the total share-based compensation is not accounted for inthe statutory accounts;• According to IAS 20, the interests related to the subordinatedloan of IWT are taken into expenses over the duration of theloan;• Tax credits offered under the Belgian tax legislation such astax credits for research and development.• in the statutory accounts the issuance cost is capitalisedand amortised on a straight-line basis pro rata in the year ofpurchase and over a period of 5 years. In the IFRS statementsthe issuance costs related to realised capital increases arededucted directly from the share capital, the others aredirectly expensed in the income statement;177 •
8.1.5.8 Loss per ShareBasic loss per share is calculated by dividing the net resultattributable to shareholders by the weighted average numberof shares outstanding during the year.In 2008 and 2009, the Company has granted warrants to staffmembers (see note 8.1.5.24), which have a dilutive potential.Under IAS 33 Earnings per Share, no disclosure is required ofthe diluted result per share, since as long as the Company isreporting a net loss; the warrants have an anti-dilutive effectrather than a dilutive effect.Years ended December 31Thousands of Euro (€) 2010 2009 2008Result for the purpose of basic loss per Share, being net loss (15,716) (14,098) (15,165)Number of Shares 30,910,332 25,451,744 24,301,661Weighted average number of Sharesfor the purpose of basic loss per shareBasic loss per Share (in Euro (€)) (0.51) (0.55) (0.62)8.1.5.9 Intangible assetsYears ended December 31Thousands of Euro (€) 2010 2009 2008Gross valueAt January 1 21,504 1,004 757Additions externally acquired 66 19 247Additions internally developed 1,621 781 0Additions through business combinations 0 19,700 0Subsidy 0 0 0Impairment 0 0 0Gross value at December 31 23,191 21,504 1,004Accumulated amortisationAt January 1 942 563 283Additions externally acquired 155 263 280Additions internally developed 98 7 0Additions through business combinations 1,313 109 0Disposals 0 0 0Related to subsidy 0 0 0Impairment 0 0 0Accumm. amortisation at December 31 2,508 942 563Net value at December 31 20,683 20,562 441The majority of the Group’s intangible assets result fromthe acquisitions made by the Group, i.e. the acquisition ofOrthomimetics Ltd (today TiGenix Ltd) at the end of November2009. These assets are recorded at fair value in the purchasemethod of accounting and are subsequently amortised overtheir useful life. Besides this, the Company has capitalized thedevelopment costs for ChondroCelect as from July 2009 andfor ChondroMimetic as from January 2010 according to IAS38 Intangible Assets. They will be also amortised over theiruseful life (10 years).178 • 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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The Company is also ensuring high q
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Recognising the importance of pre-l
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In Spain, since the passage of Orde
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Fig. 6.6: ChondroMimetic procedure
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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
Page 177 and 178: 8.1.3 Consolidated cash flow statem
Page 179 and 180: 8.1.5 Notes to consolidated financi
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 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
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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
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Page 228 and 229: At December 31, Cellerix’ share c
Page 230 and 231: 9.1.5.17 Deferred revenueThe balanc
Page 232 and 233: 9.1.5.21 Share-based paymentsThe EB
Page 234 and 235: GrantsCellerix received several gra
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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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