ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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8.1.5.14 Deferred charges & accrued incomeYears ended December 31Thousands of Euro (€) 2010 2009 2008Deferred charges & accrued income 907 282 335Deferred charges & accrued income 907 282 3358.1.5.15 Share capitalThe share capital of TiGenix amounts to € 25.2 million atDecember 31, 2010, represented by 31,121,154 shares. TheCompany’s shares are without par value. The holders of TiGenixshares are entitled to receive dividends as declared and to onevote per share at the shareholders’ meeting of the Company.All shares issued are fully paid in and subscribed.The change of the number of Shares during each of the3 years ending on December 31, 2008, December 31, 2009 andDecembwer 31, 2010 is as follows:Per January 01, 2008 23,851,079Exercise of warrants 713,410December 31, 2008 24,564,489Exercise of warrants 6,790Capital increase in cash 3,284,300Capital increase in kind 3,010,589December 31, 2009 30,866,168Exercise of warrants 2,500Capital increase in kind 252,486December 31, 2010 31,121,154At December 31, the Company’s share capital was:Years ended December 31Thousands of Euro (€) 2010 2009 2008Share Capital 30,429 30,178 24,002Issuance cost (5,231) (5,222) (4,518)On March 27, 2007 a total of 9,200,000 common Shares wereissued with a price of €5.00 as a result of the initial publicoffering (IPO) and the exercise of the over-allotment option. Theshares issued were fully paid in.On March 27, 2007 a total of 494,065 warrants issued onFebruary 26, 2007, subject to the completion of the IPO,were exercised with a strike price of €0.01, resulting in494,065 additional common Shares. The Shares issued werefully paid in.On April 17, 2008 a total of 603,910 warrants issued onSeptember 15, 2003 were exercised with a strike price of€1.00 or €3.00 resulting in 603,910 additional common Shares.The Shares issued were fully paid in.On October 13, 2008 a total of 109,500 warrants issued onSeptember 30, 2003 were exercised with a strike price of€3.00 resulting in 109,500 additional common Shares. TheShares issued were fully paid in.181 •
On April 23, 2009 a total of 6,790 existing warrants issuedon May 14, 2004 were exercised with a strike price of€3.00 resulting in 6,790 additional common Shares. The Sharesissued were fully paid in.On June 26, 2009 a total of 1,080,000 common Shares wereissued with a price of €5.00 as a result of a capital increase. TheShares issued were fully paid in.On November 30, 2009 a total of 3,010,589 common Shareswere issued with a price of €4.28 as a result of a capital increasein kind. The Shares issued were fully paid in.On December 15, 2009 a total of 2,204,300 common Shareswere issued with a price of €3.50 as a result of a capital increase.The Shares issued were fully paid in.On March 4, 2010 a total of 2,500 warrants issued on March 20,2008 were exercised with a strike price of €3.45, resulting in2,500 additional common Shares. The Shares issued were fullypaid in.On November 9, 2010 a total of 252,486 common Shares wereissued with a price of €4.28 as a result of a capital increase inkind. The Shares issued were fully paid in.8.1.5.16 Subordinated loanNon current portion of long-term debt Years ended December 31Thousands of Euro (€) 2010 2009 2008Subordinated loan 130 260 391In 2006, the Company obtained from the Flemish InnovationInstitute IWT a subordinated loan of € 391k to support theproject “Novel treatment approaches for Osteoarthritic joints:from stem cells to nutriceuticals”. This loan needs to be paidback in quarterly instalments partly consisting of capital andpartly of interest. The first instalment of € 48.4k needs to bepaid back on January 31, 2010 and the last instalment of € 41.2kon October 31, 2012.Term and debt repayment schedule Years ended December 31Thousands of Euro (€) 2012 2013 2014 2015+IWT loan-base amount 130 0 0 0IWT loan-interests 38 0 0 0IWT loan-total 169 0 0 08.1.5.17 Financial loanYears ended December 31Thousands of Euro (€) 2010 2009 2008Amounts payable under financial loan :Within one year 80 80 80In the second to fifth year 320 320 320After five years 120 200 280Total 520 600 680Less future finance charges 0 0 0Present value of financial loan 520 600 680The acquisition of the manufacturing equipment in the US hasbeen financed with a bank loan. ING and Fortis each provided aroll-over credit of € 400k. Each quarter € 20k is paid back.182 • 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
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6.7 Manufacturing & logisticsEffici
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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
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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
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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
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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 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
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Page 206 and 207: 8.1.5.31 Disclosure under Article 1
Page 208 and 209: Additional statementsThe preparatio
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Page 218 and 219: future against which they may be ap
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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
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Page 234 and 235: GrantsCellerix received several gra
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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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