ANNUAL FINANCIAL REPORT 2010 2010 - TiGenix

Prospectus DirectiveDirective 2003/71/EC on the prospectus to be published when securities are offeredto the public or admitted to trading.Prospectus LawThe Belgian Law of June 16, 2006 on public offers of investment instruments and onthe admission of investment instruments to trading on regulated markets (Wet van16 juni 2006 op de openbare aanbieding van beleggingsinstrumenten en de toelatingvan beleggingsinstrumenten tot de verhandeling op een gereglementeerde markt / Loi du16 juin 2006 relative aux offres publiques d’instruments de placement et aux admissionsd’instruments de placement à la négociation sur des marchés réglementés).Prospectus RegulationRegulation (EC) 809/2004 of April 29, 2004 implementing Directive 2003/71/EC ofthe European Parliament and of the Council as regards information contained inprospectuses as well as the format, incorporation by reference and publication ofsuch prospectuses and dissemination of advertisements.QIBQualified institutional buyers (as defined in Rule 144A under the Securities Act).RatioThe Ratio of 1 for 5, in which 5 Preferential Rights or Scrips give the right to subscribeto 1 New Share as part of the Offering.Rights OfferingThe public offering by TiGenix for subscription to New Shares as part of a capitalincrease with Preferential Rights.Rights Subscription PeriodThe period during which the holders of Preferential Rights can subscribe to NewShares; the Rights Offering is expected to start on May 13, 2011 and to close onMay 27, 2011.ScripsThe Preferential Rights that are not exercised at the time of the Closing date of theRights Offering will be converted automatically into an equal number of Scrips.Investors who acquire Scrips enter into the irrevocable commitment to exercise theScrips and thus to subscribe to the corresponding number of New Shares at theIssuance Price and in accordance with the Ratio.Scrips Private PlacementThe private placement to institutional investors in the European Economic Area inwhich the Scrips, if any, will be sold after the Rights Offering has ended. Throughsuch a procedure, a book of demand will be built to find a single market price for theScrips. The holders of unexercised Preferential Rights will receive the UnexercisedRights Payment (if any and provided that the net proceeds divided by the totalnumber of unexercised Preferential Rights is not less than €0.10). The Scrips PrivatePlacement is expected to last for one day and is expected to be on May 31, 2011.SECThe US Securities and Exchange Commission.Securities ActThe US Securities Act of 1933, as amended.SharesThe shares that represent the capital, with voting rights and without designation ofnominal value, issued by TiGenix from time to time.ShareholderA shareholder of the Company.Shareholders’ Rights LawThe law of December 20, 2010 on the exercise of certain rights of shareholders inlisted companies, as amended on April 5, 2011.Takeover Law The Belgian Law on public takeover bids of April 1, 2007.Takeover Royal DecreeThe Belgian Royal Decree of April 27, 2007 on public takeover bids.TiGenix, Company or IssuerTiGenix NV, with registered office located at Romeinse straat 12 box 2, 3001 Leuven,Belgium, and registered with the register of legal entities of Leuven under enterprisenumber 0471.340.123.Transparency LawThe Belgian Law of May 2, 2007 on the disclosure of major shareholdings in issuerswhose securities are admitted to trading on a regulated market and containingvarious provisions.Underwriting AgreementThe underwriting agreement relating to the Offering that the Company and the JointGlobal Coordinators and Bookrunners expect (but have no obligation) to enter intobefore the Closing date of the Offering (soft underwriting) (see section 3.8 of theprospectus).Unexercised Rights PaymentThe Net Scrips Proceeds divided proportionally between all holders of PreferentialRights who have not exercised them.VVPR StripsVVPR Strips give certain holders the right to a reduced withholding tax on dividends(15 per cent instead of 25 per cent). The New Shares will be issued without VVPRStrips.22 • TiGenix • Rights Offering