ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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GrantsCellerix received several grants mainly from public bodies tofinance its research and development activities. The followingtable gives details the main grants obtained by Cellerix asof December 31, 2010 and the related results taken to thecomprehensive income statement:Granting equityThousandsof EuroPendingcollection at31/12/10Taken to incomeTo be takento income at31/12/102010 (Operations) 2010 (Capital) Previous yearsDepartment of Economy andTechnological Innovation of the300 - - 3 287 11Regional Government of MadridSpanish Ministry of Education andScience (MEC)398 - - 3 382 13Spanish Ministry of Scienceand Innovation336 - - - 336 -Regional Government of Madrid 214 - - - 214 -CDTI 210 32 167 2 27 14Regional Government of Madrid 299 299 299 - - -9.1.5.24 Reconciliation between the consolidatedfinancial statements under local GAAP and IFRSThe stand-alone financial statements have been prepared inaccordance with IFRS as endorsed by the EU.The statutory annual accounts are prepared on a nonconsolidatedbasis and under Spanish GAAP. In the table below,an equity reconciliation and profit & loss reconciliation betweenlocal (Spanish) GAAP and IFRS can be found:Years ended December 31Thousands of Euro (€) 2010 2009 2008EquityLoss ofthe year EquityLoss ofthe year EquityLoss ofthe yearUnder local GAAP 1,159 (10,343) 6,780 (11,546) 12,233 (9,763)Capital grants (85) - (89) - (73) -Total IFRS restatements (85) - (89) - (73) -Under IFRS 1,074 (10,343) 6,691 (11,546) 12,160 (9,763)223 •
9.1.5.25 Subsequent eventsContribution of Cellerix shares into TiGenixOn February 25, 2011 TiGenix NV and Cellerix announcedthat the two cell therapy-focused biotechnology companies,Cellerix’ shareholders and certain other investors of Cellerixentered into a Contribution Agreement to combine theoperations of both companies by means of a share for shareexchange.Shareholders and investors of Cellerix committed to make acash contribution of €18,155, 669.74 in Cellerix before the closingof the proposed Contribution.The Contribution was completed on the ContributionDate, resulting in 44,814,402 Shares in TiGenix being issuedas consideration for the contribution in kind by Cellerixshareholders of all of the outstanding Cellerix shares intoTiGenix at an agreed subscription price (including issuancepremium) of €1.2977 per new TiGenix Share, valuing Cellerixat approximately €58 million, including the paid-in equitycontribution of €18,155, 669.74 in Cellerix.As part of this transaction, there were certain liabilities assumedby Cellerix that became payable on the date of closing ofthe Contribution and that are related to contingent fees ofthe advisors who took part in the transaction. These fees arecalculated using a mechanism related to the final amount of thetransaction.Termination of credit facility with ETV Capital, S.A.Cellerix and ETV Capital, S.A. have reached an agreementby which, prior to the completion of the Contribution, thecredit facility agreement and the ancillary pre-emptive rightagreement entered into by Cellerix and ETV Capital, S.A. onSeptember 22, 2008 were amended by the parties resultingin ETV Capital, S.A. no longer having any options to purchaseshares in Cellerix under the pre-emptive right agreement.224 • 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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6.14.6 Manufacturing & logisticsCel
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population, methods for the isolati
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• Cimzia (certolizumab) - UCB: Al
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Spanish Ministry of Education and S
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7.2 Consolidated income statementTw
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7.3.1.2 Research and development ex
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7.3.2.3 Selling, general and admini
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7.4.1 Cash flows from operating act
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Cash & cash equivalents and intangi
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As of December 31, 2010, the Group
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8. Consolidated Financial informati
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8.1.3 Consolidated cash flow statem
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8.1.5 Notes to consolidated financi
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operating results and operating pla
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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
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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
Page 232 and 233: 9.1.5.21 Share-based paymentsThe EB
Page 236 and 237: 10. Report regarding unaudited prof
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Page 242 and 243: Appendix 2: REGULATORY APPROVALPROC
Page 244 and 245: like ChondroCelect or the future ce
Page 246 and 247: TitleCountry/regionPatent/applicati
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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.
Page 256 and 257: Noyes, F. R., Barber-Westin, S. D.,
Page 258 and 259: Appendix 5: 2008, 2009 and2010 mana
Page 260 and 261: Contents1. The year in brief ......
Page 262 and 263: 2. Financial informationa. The Inco
Page 264 and 265: The Directors shall call a Sharehol
Page 266 and 267: • Exercise price changed to 5.291
Page 268 and 269: 10 • TiGenix • Rights Offering
Page 274 and 275: Exceptionally, for the following re
Page 276 and 277: (d)(e)Duration: The Options Plan wi
Page 282 and 283: 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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