ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

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In this context, we would like to stress that our engagement includesan opinion about the description, valuation and compensation ofthe contribution in kind and not about the legitimacy and eligibilityof the transaction.This report has been drawn up in accordance with article 602 of theBelgian Company Code and should not be used for other purposesthan the contribution in kind subject to this report.Zaventem, March 3, 2011BDO Réviseurs d’Entreprises Soc. Civ. SCRLRepresented byGert ClaesStatutory auditor”Issuance price of the Contribution SharesThe issuance price of the Contribution Shares at which theContribution Shares were subscribed to within the frameworkof the Contribution amounted to €1.2977 per ContributionShare (including issuance premium).Admission to trading of the Contribution SharesAn application has been made for the admission of theContribution Shares to trading on Euronext Brussels. Theshares will be listed under international code number ISINBE0003864817 and symbol TIG on Euronext Brussels.The Company expects trading of the Contribution Shares tocommence on or about May 13, 2011.15 •
Main Terms of the Offering AND ADMISSION TO TRADING OF THE NEW SHARESIssue amount Offering of New Shares for an amount of up to €15,187,111.Issuance Price and RatioThe Issuance Price is equal to €1.00 per New Share.The holders of Preferential Rights can subscribe to the New Shares in the Ratio of 1 New Share for5 Preferential Rights held in possession.Rights Subscription Period The Rights Offering will be open from May 13, 2011 up to and including until May 27, 2011.Rights OfferingScrips Private PlacementSettlementSubject to restrictions under applicable securities laws (see under “Certain restrictions onthe distribution of this prospectus” page 36 of the prospectus and following and undersection 3.7 below), the holders of Preferential Rights will have the right to subscribe to theNew Shares in accordance with the Ratio at the Issuance Price as follows:• Existing Shareholders whose holding of Shares is registered in the shareholders’ register ofthe Issuer will receive, at the address indicated in the shareholders’ register, a communicationfrom the Issuer informing them of the aggregate number of Preferential Rights to which theyare entitled and of the procedures that they must follow to exercise or trade their PreferentialRights;• Existing Shareholders whose holding of Shares is held in a securities account will in principlebe informed by their financial institution of the procedure that they must follow to exercise ortrade their Preferential Rights.During the Rights Subscription Period, Existing Shareholders and other persons who have acquiredPreferential Rights, who do not hold the exact number of Preferential Rights to subscribe to a roundnumber of New Shares, may elect either to purchase the missing Preferential Rights in order tosubscribe to an additional New Share, or to sell their extra Preferential Rights, or to not do anythingin attendance of the receipt of the Unexercised Rights Payment (if any and provided that the netproceeds divided by the total number of unexercised Preferential Rights is not less than €0.10).Preferential Rights can no longer be exercised or traded after May 27, 2011, the Closing date of theRights Offering.The Preferential Rights that are unexercised at the time of the Closing date of the Rights Offeringwill be converted automatically into an equal number of Scrips.The Scrips will be offered for sale in a private placement to institutional investors. Through sucha procedure, a book of demand will be built to try and find a single market price for the Scrips.Investors who acquire Scrips will enter into an irrevocable commitment to exercise the Scripsand thus to subscribe to the corresponding number of New Shares at the Issuance Price and inaccordance with the Ratio.The Scrips Private Placement is expected to last for one day and is expected to take place on May31, 2011.The net proceeds, if any, from the sale of the Scrips, after deducting all expenses, charges and allforms of expenditure which the Company has incurred for the sale of the Scrips, will be distributedproportionally among all holders of unexercised Preferential Rights (rounded down to a wholeeurocent per unexercised Preferential Right and subject to the €0.10 minimum threshold set forthbelow being met). The net scrips proceeds will be made available to the Existing Shareholdersupon presentation of coupon no. 1. Please consult your financial intermediary if you have anyquestions concerning this payment.If the net proceeds of the sale of the Scrips divided by the total number of unexercised PreferentialRights is less than €0.10, the holders of unexercised Preferential Rights will not be entitled to receiveany payment and, the net proceeds will, instead, be transferred to the Issuer, unless the Board ofDirectors decides otherwise. There is no guarantee that, following the closing of the Scrips PrivatePlacement, there will be any net proceeds available for distribution to the holders of unexercisedPreferential Rights or to the Issuer.The payment of the subscriptions with Preferential Rights will be made by debiting the subscriber’saccount on the value date June 6, 2011. The payment of the subscriptions in the Scrips PrivatePlacement will be made by delivery against payment.The New Shares will be delivered in the form of registered shares or dematerialised securitiesbooked in the securities account of the subscriber.16 • <strong>TiGenix</strong> • Rights Offering
Page 2 and 3: TiGenix NV(Public limited liability
Page 4 and 5: Table of ContentsSummary ..........
Page 7 and 8: 3.7.1 Categories of potential inves
Page 9 and 10: 5.7.1 Shares and warrants held by i
Page 11 and 12: 7.5.2 Taxation.....................
Page 13 and 14: SummaryThe words written in capital
Page 15 and 16: Activities and strategy of the Comp
Page 17 and 18: • Two allogeneic adult stem cell
Page 19 and 20: • TiGenix’ success depends on i
Page 22 and 23: Unaudited pro forma income statemen
Page 24 and 25: Recent developmentsAcquisition of C
Page 28 and 29: Announcement of the results of theO
Page 30 and 31: After the Contribution andafter the
Page 32 and 33: ContributionContribution AgreementC
Page 34 and 35: Risk factorsAny investment in the P
Page 36 and 37: commercialisation of ChondroCelect,
Page 38 and 39: in delays in bringing products to t
Page 40 and 41: The Company cannot predict what eff
Page 42 and 43: y each of its patents and patent ap
Page 44: to exercise preferential subscripti
Page 47 and 48: this prospectus which is capable of
Page 49 and 50: • investment professionals fallin
Page 51 and 52: 1. General information and informat
Page 53 and 54: 1.4.2 Company documents and otherin
Page 55 and 56: • the granting of discharge of li
Page 57 and 58: • in case of registered Shares, t
Page 59 and 60: cast at the meeting. If the amount
Page 61 and 62: No one may cast a greater number of
Page 63 and 64: If a Belgian resident individual ne
Page 65 and 66: Belgium has concluded tax treaties
Page 67 and 68: 3. Information on the Contributiona
Page 69 and 70: In this context, we would like to s
Page 71 and 72: TiGenix has a limited financial deb
Page 73 and 74: Thousands of Euro (€) TiGenix Cel
Page 75 and 76: 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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The Group does not account for work
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8.1.5.4 Operating result (EBIT)Resu
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8.1.5.7 TaxesThere is no current ta
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8.1.5.10 Tangible assetsThousands o
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8.1.5.14 Deferred charges & accrued
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8.1.5.18 Finance lease obligations
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Business combination Cellerix SADes
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Weighted averageexercise priceTOTAL
Page 200 and 201:
the respective issue date of the wa
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Transactions with non-executive dir
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8.1.5.28 Subsequent eventsAcquisiti
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8.1.5.31 Disclosure under Article 1
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Additional statementsThe preparatio
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9.1.2 Stand-alone balance sheetYear
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9.1.4 Stand-alone statement of chan
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) Standards and interpretations iss
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The clinical development of new dru
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future against which they may be ap
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Cellerix’ research and developmen
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YearThousandsof Euro2010 2009 2008E
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Thousands of Euro (€)Laboratoryeq
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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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Page 272 and 273:
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Exceptionally, for the following re
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(d)(e)Duration: The Options Plan wi
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Page 280 and 281:
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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