ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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8.1.5.31 Disclosure under Article 114 of the BelgianRoyal Decree of January 30, 2001 implementingthe Companies Code (Koninklijk besluittot uitvoering van het wetboek vanvennootschappen / Arrêté royal portant exécutiondu code des sociétés)SubsidiariesThe Company has the following subsidiaries:TiGenix Inc.Registered office1209 Orange Street Wilmington, Delaware 19801, U.S.A.Memphis addressSuite 108, 4600 East Shelby Drive, Memphis, Tennessee 38118, U.S.A.Incorporation Date February 7, 2006Number of employees 0TC CEF LLCRegistered office2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, U.S.A.Memphis addressSuite 108, 4600 East Shelby Drive, Memphis, Tennessee 38118, U.S.A.Incorporation Date May 2, 2007Number of employees 0TiGenix B.V.Registered officeUrmonderbaan 22, 6167RD GeleenIncorporation Date September 24, 2009Number of employees 1TiGenix Ltd.Registered officeCambridge Business Park Milton Road, Cambridge CB4 0WZ.Incorporation Date March 29, 2005Number of employees 6Remuneration of the boardThe total remuneration of the board of directors in 2010,2009 and 2008 was €55k, €47k and €61k respectively. No creditshave been granted to any member of the board of directors.None of the members of the board of directors have receivedany non-monetary remuneration.195 •
8.2 Statutory auditor’s reporton the consolidatedfinancial statements asper December 31, 2010BDO Bedrijfsrevisoren - BDO Réviseurs d’EntreprisesCVBA/SCRL, with registered office at The Corporate Village,Da Vincilaan 9 ‐Box E.6, Elsinore Building, 1935 Zaventem,Belgium, represented by Gert Claes, has been appointedstatutory auditor of the Company for a term of three yearsending after closing of the shareholders’ meeting to be heldin 2013.The aggregate fees booked by TiGenix to its auditor in2010 amounted to €83,915.The statutory auditor has issued an unqualified opinion forthe years 2008 and 2009 and unqualified opinion with anexplanatory paragraph for the year 2010.The statutory auditor’s report on the consolidated financialstatements per December 31, 2010 is as follows:“In accordance with the legal requirements, we report to you on theperformance of the engagement of statutory auditor, which hasbeen entrusted to us. This report contains our opinion on the trueand fair view of the consolidated financial statements as well as therequired additional statements.Unqualified audit opinion, with an explanatory paragraphon the consolidated financial statementsWe have audited the consolidated financial statements of TiGenixNV for the year ended 31 December 2010, prepared in accordancewith International Financial Reporting Standards as agreed by theEuropean Union, which show a balance sheet total of 34.346 kEURand a consolidated loss of 15.716 kEUR.Management is responsible for the preparation and the fairpresentation of these consolidated financial statements. Thisresponsibility includes: designing, implementing and maintaininginternal control relevant to the preparation of consolidated financialstatements that are free from material misstatement, whether dueto fraud or error; selecting and applying appropriate accountingprinciples and making accounting estimates that are reasonable inthe circumstances.Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audit. We conducted our audit inaccordance with the legal requirements and the Auditing Standardsapplicable in Belgium, as issued by the Institut des Réviseursd’Entreprises / Instituut van de Bedrijfsrevisoren. Those standardsrequire that we plan and perform the audit to obtain reasonableassurance whether the consolidated financial statements are freefrom material misstatement, whether due to fraud or error.In accordance with the above-mentioned auditing standards, wehave carried out procedures to obtain audit evidence about theamounts and disclosures in the consolidated financial statements.The selection of these procedures is a matter for our judgment, as isthe assessment of the risk that the consolidated financial statementscontain material misstatements, whether due to fraud or error. Inmaking those risk assessments, we have considered the company’sinternal control relating to the preparation and fair presentationof the consolidated financial statements, in order to design auditprocedures that were appropriate in the circumstances, but notfor the purpose of expressing an opinion on the effectivenessof the company’s internal control. We have also assessed theappropriateness of the accounting principles and consolidationprinciples, the reasonableness of accounting estimates made bymanagement, as well as the overall presentation of the consolidatedfinancial statement. Finally, we have obtained from managementand the company’s officials the explanations and informationnecessary for our audit. We believe that the audit evidence we haveobtained provides a reasonable basis for our opinion.In our opinion the consolidated financial statements for theyear ended 31 December 2010 give a true and fair view of thegroup’s assets and liabilities, its financial position, the results of itsoperations and cashflow, in accordance with International FinancialReporting Standards as agreed by the European Union.Notwithstanding the negative effect on the financial position due tothe significant losses the company hassuffered, the annual accounts have been drawn up in theassumption of going concern. This assumption is only justified ifthe capital increases, announced by the Board of Directors anddescribed in the annual report, will be realized within the foreseentime frame. Without modifying our opinion as expressed above,we want to draw your attention to the annual report, in which theBoard of Directors justifies the application of the valuation rulesin going concern. The financial statements do not include anyadjustments relating to the recoverability and classification of assetcarrying amounts or the amount and classification of liabilities thatmight result should the company be unable to continue as a goingconcern.196 • 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/
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ChondroMimetic competitionThe main
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in Cellerix’ GMP facility in Madr
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6.14.3 History and development of C
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The table below gives an overview o
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Prevalence No. of cases (2010) Esti
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Fig. 6.9: Platform development stra
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In developing Cx601, Cellerix has b
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Page 157 and 158: population, methods for the isolati
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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
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
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Page 208 and 209: Additional statementsThe preparatio
Page 210 and 211: 9.1.2 Stand-alone balance sheetYear
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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
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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
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Page 242 and 243: Appendix 2: REGULATORY APPROVALPROC
Page 244 and 245: like ChondroCelect or the future ce
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Page 250 and 251: Title“Cell populations having imu
Page 252 and 253: D. Trademarks of CellerixThe table
Page 254 and 255: 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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